<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
COMMISSION FILE NO. 1-9699
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
DELAWARE 31-1269627
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
HIGHWAY 73, GEISMAR, LOUISIANA 70734 614-225-4482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (REGISTRANT'S TELEPHONE NUMBER)
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___.
---
-------------
Number of Common Units outstanding as of the close of business on November
8, 1996: 36,750,000.
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1
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
THREE MONTHS ENDED
------------------------
SEPT. 30, SEPT. 30,
1996 1995
-------- ---------
REVENUES
Net trade sales................................... $152,645 $161,005
Net affiliated sales.............................. 30,169 25,667
-------- --------
Total revenues................................. 182,814 186,672
-------- --------
EXPENSES
Cost of goods sold
Trade........................................... 138,727 124,028
Affiliated...................................... 26,516 22,745
Marketing, general & administrative expense....... 6,196 5,663
Interest expense.................................. 5,485 5,105
General Partner incentive......................... 0 4,980
Other expense, including minority
interest......................................... 509 340
-------- --------
Total expenses................................ 177,433 162,861
-------- --------
Net income........................................ 5,381 23,811
Less 1% General Partner interest................ (54) (238)
-------- --------
Net income applicable to Limited Partners'
interest......................................... $ 5,327 $ 23,573
======== ========
Per Unit data, net of 1% General Partner interest:
Net income per Unit............................... $ 0.14 $ 0.64
======== ========
Average number of Units outstanding during
the year......................................... 36,750 36,750
======== ========
Cash distribution declared per Unit............... $ 0.15 $ 0.90
======== ========
2
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per Unit data)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
Sept. 30, Sept. 30,
1996 1995
--------- ---------
<S> <C> <C>
Revenues
Net trade sales................................... $ 450,293 $480,536
Net affiliated sales.............................. 82,333 108,605
--------- --------
Total revenues................................. 532,626 589,141
--------- --------
Expenses
Cost of goods sold
Trade........................................... 418,330 313,063
Affiliated...................................... 76,957 71,680
Marketing, general & administrative expense....... 18,201 16,782
Interest expense.................................. 16,391 13,906
General Partner incentive......................... 0 27,873
Other expense, including minority
interest........................................ 1,958 1,785
--------- --------
Total expenses................................ 531,837 445,089
--------- --------
Income before extraordinary item.................. 789 144,052
Extraordinary loss on early extinguishment of debt 0 (6,912)
--------- --------
Net income........................................ 789 137,140
Less 1% General Partner interest................ ( 8) (1,371)
--------- --------
Net income applicable to Limited Partners'
interest........................................ $ 781 $135,769
========= ========
Per Unit data, net of 1% General Partner interest:
Income per Unit before extraordinary item......... 0.02 $ 3.88
Extraordinary loss per Unit....................... 0 ( 0.19)
--------- --------
Net income per Unit............................... $ 0.02 $ 3.69
========= ========
Average number of Units outstanding during
the year......................................... 36,750 36,750
========= ========
Cash distribution declared per Unit............... $ 0.25 $ 4.09
========= ========
</TABLE>
3
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS
--------------------
SEPT. 30, SEPT. 30,
1996 1995
--------- ---------
CASH FLOWS FROM OPERATIONS
Net income........................................ $ 789 $ 137,140
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary loss on early extinguishment of debt..... 0 6,912
Depreciation........................................... 36,715 36,378
(Increase) decrease in receivables..................... (10,098) 15,004
Decrease (increase) in inventories, net of effect
from acquired business................................ 7,233 (7,916)
Decrease in payables................................... (11,814) (6,193)
Decrease in incentive distribution payable............. (1,910) (6,885)
Increase in accrued interest........................... 4,655 6,127
Other, net............................................. (5,204) 1,683
--------- ---------
20,366 182,250
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition.............................. 0 (100,376)
Capital expenditures................................... (11,098) ( 10,382)
--------- ---------
(11,098) (110,758)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt........... 0 200,000
(Repayment) proceeds from short-term borrowings, (net) ( 5,000) 65,000
Payment of debt issuance costs......................... 0 ( 8,712)
Repayment of long-term debt, including prepay-
ment penalty.......................................... 0 (156,912)
Cash distributions paid................................ (24,891) (179,646)
--------- ---------
(29,891) (80,270)
--------- ---------
Decrease in cash and equivalents....................... (20,623) ( 8,778)
Cash and equivalents at beginning of period............ 32,421 74,126
--------- ---------
Cash and equivalents at end of period.................. $ 11,798 $ 65,348
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the period........................ $ 11,736 $ 7,779
========= =========
4
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(In thousands)
ASSETS Sept. 30, 1996 Dec. 31, 1995
------ -------------- -------------
Cash and equivalents............................. $ 11,798 $ 32,421
Accounts receivable (less allowance for
doubtful accounts of $508 and $457
respectively)
Trade.......................................... 78,833 75,788
Affiliated..................................... 22,255 15,202
Inventories
Finished and in process goods.................. 27,137 33,418
Raw materials and supplies..................... 8,702 9,654
Other current assets............................. 3,255 3,541
--------- --------
Total current assets......................... 151,980 170,024
--------- --------
Investments in and advances to affiliated
companies...................................... 4,436 4,437
Other assets..................................... 48,804 39,415
--------- --------
53,240 43,852
--------- --------
Plant, property and equipment
Land........................................... 14,970 14,106
Buildings...................................... 44,517 44,216
Machinery and equipment........................ 641,652 633,484
--------- --------
701,139 691,806
Less accumulated depreciation.................... (372,660) (337,175)
--------- --------
Net plant, property and equipment.............. 328,479 354,631
--------- --------
Total assets............................. $ 533,699 $568,507
========= ========
Accounts and drafts payable...................... $ 53,078 $ 64,892
Cash distributions payable....................... 5,568 21,179
Short-term borrowing............................. 35,000 40,000
Incentive distribution payable to General
Partner........................................ 0 1,910
Accrued interest................................. 7,917 3,262
Other accrued liabilities........................ 16,596 13,468
--------- --------
Total current liabilities.................... 118,159 144,711
--------- --------
Long-term debt................................... 200,000 200,000
Other liabilities................................ 5,999 5,677
Minority interest in consolidated subsidiary..... 1,568 1,655
--------- --------
Total liabilities........................ 325,726 352,043
--------- --------
Partners' capital
Limited Partners............................... 207,356 215,762
General Partner................................ 617 702
--------- --------
Total Partners' capital........................ 207,973 216,464
--------- --------
Total liabilities and Partners Capital.. $ 533,699 $568,507
========= ========
5
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(In thousands)
Limited General
Partners Partner Total
-------- ------- -------
Balance at December 31, 1994.............. $ 244,443 $ 1,292 $ 245,735
Net income................................ 135,769 1,371 137,140
Cash distributions declared............... (150,307) (1,799) (152,106)
--------- ------- --------
Balances at September 30, 1995............ $ 229,905 $ 864 $230,769
--------- ------- --------
Balance at December 31, 1995.............. $ 215,762 $ 702 $216,464
Net income................................ 781 8 789
Cash distributions declared............... (9,187) (93) (9,280)
--------- ------- --------
Balances at September 30, 1996............ $ 207,356 $ 617 $207,973
--------- ------- --------
6
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS EXCEPT UNIT AND PER UNIT DATA)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated condensed financial statements
contain all adjustments, consisting only of normal recurring adjustments, which
in the opinion of BCP Management, Inc. (the "General Partner") are necessary for
a fair statement of the results for the interim periods. Results for the interim
periods are not necessarily indicative of the results for the full year.
Per Unit data in the accompanying financial statements is derived by subtracting
the General Partner 1% interest from the income captions and dividing the
results by the Average Units Outstanding.
2. ACQUISITION AND FINANCING
On May 2, 1995, the Partnership, through its subsidiary operating partnership
("the Operating Partnership"), completed the purchase of Occidental Chemical
Corporation's ("OxyChem") Addis, Louisiana PVC manufacturing facility and
related assets. The cash purchase price for the Addis assets was $100,400.
On May 1, 1995 the Operating Partnership issued $200,000 aggregate principal
amount of 92% senior unsecured notes (the"Senior Notes"). The proceeds from this
offering, net of $9,815 of debt issuance costs, were used to prepay $150,000
aggregate principal amount of outstanding notes plus related $6,912 prepayment
premium and accrued interest. The remaining proceeds were used to fund a portion
of the purchase price of the Addis Facility.
A $100,000 revolving credit facility was obtained during the second quarter of
1995. Borrowings under this facility were $35,000 at September 30, 1996.
3. ENVIRONMENTAL AND LEGAL PROCEEDINGS
On October 27, 1994, the U.S. Department of Justice ("DOJ"), at the request of
the U.S. Environmental Protection Agency (the "EPA"), filed an action against
the Partnership and the General Partner in the U.S. District Court for the
Middle District of Louisiana. The complaint seeks facility-wide corrective
action and civil penalties for alleged violations of the federal Resource,
Conservation and Recovery Act ("RCRA"), the federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), and the Clean Air Act at
the Geismar complex. If the Partnership is unsuccessful in this proceeding, or
otherwise subject to RCRA permit requirements, it may be subject to three types
of costs: (i) corrective action; (ii) penalties; and (iii) costs needed to
obtain a RCRA permit, portions of each which could be subject to the
Environmental Indemnity Agreement ("EIA") discussed below. As to penalties,
although the maximum statutory penalties that would apply in a successful
enforcement action by the United States would be in excess of $150,000,
management believes that, assuming the Partnership is unsuccessful, based on
information currently available, and an analysis of relevant case law and
administrative decisions, the more likely amount of any liability for civil
penalties would not exceed several million dollars.
The Partnership is subject to extensive federal, state and local environmental
laws and regulations which impose limitations on the discharge of pollutants
into the air and water, establish standards for the treatment, storage,
transportation and disposal of solid and hazardous wastes, and impose
obligations to investigate and remediate contamination in certain circumstances.
The Partnership has expended substantial resources, both financial and
managerial, to comply with such laws and regulations and it anticipates that it
will continue to do so in the future. Failure to comply with the extensive
federal, state and local environmental laws and regulations could result in
significant civil or criminal penalties, and remedation costs.
Under the EIA, Borden, Inc. ("Borden") has agreed, subject to certain specified
limitations, to indemnify the
7
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Partnership in respect of environmental liabilities arising from facts or
circumstances that existed and requirements in effect prior to November 30,
1987, the date of the initial sale of the Geismar and Illiopolis plants to the
Partnership. The Partnership is responsible for environmental liabilities
arising from facts or circumstances that existed and requirements that become
effective on or after such date. With respect to certain environmental
liabilities that may arise from facts or circumstances that existed and
requirements in effect both prior to and after such date, Borden and the
Partnership will share liabilities on an equitable basis considering all of the
facts and circumstances including, but not limited to, the relative contribution
of each to the matter and the amount of time each has operated the assets in
question (to the extent relevant). No claims can be made under the EIA after
November 30, 2002, and no claim can, with certain exceptions, be made with
respect to the first $500 of liabilities which Borden would otherwise be
responsible for thereunder in any year, but such excluded amounts shall not
exceed $3,500 in the aggregate. Excluded amounts under the EIA have aggregated
approximately $3,500 through June 30, 1996.
In connection with potential environmental matters, a $4,000 provision was
included in the Partnership's third quarter 1994 operating results. Because of
various factors (including the nature of any settlement with appropriate
regulatory authorities or the outcome of any proceeding, actual environmental
conditions, the scope of the application of the EIA and the timing of actions,
if any, required to be taken by the Partnership), the Partnership cannot
reasonably estimate the full range of costs it might incur with respect to the
environmental matters discussed herein. The costs incurred in any quarter or
year could be material to the Partnership's results of operations for such
quarter or year, although, on the basis of the relevant facts and circumstances,
management believes this to be unlikely. However, management believes that such
costs should not have a material adverse effect on the Partnership's financial
position.
The Partnership is subject to legal proceedings and claims which arise in the
ordinary course of business. In the opinion of the management of the
Partnership, the amount of the ultimate liability, taking into account its risk
retention program and EIA with Borden, would not materially affect the financial
position or results of operations of the Partnership.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1995
Revenues
Total revenues during the third quarter of 1996 decreased $3.9 million or 2% to
$182.8 million from $186.7 million in the third quarter of 1995. This decrease
was the result of a $2.4 million decrease in PVC Polymers Products revenues and
a $3.5 million decrease in Nitrogen Products revenues, partially offset by a
$2.1 million increase in Methanol and Derivatives revenues.
Total revenues for PVC Polymers Products decreased $2.4 million as a result of a
13% decrease in selling prices, partially offset by a 12% increase in sales
volumes.
Total revenues for Methanol and Derivatives increased $2.1 million as a result
of a 5% increase in selling prices, along with a 1% increase in sales volumes.
Total revenues for Nitrogen Products decreased $3.5 million as a result of a 13%
decrease in sales volumes, along with a 1% decrease in selling prices. Pricing
for ammonia and urea improved slightly during the quarter compared to the second
quarter of 1996.
Cost of Goods Sold
Total cost of goods sold increased 13% to $165.2 million in the current period
from $146.8 million in the year-ago period. The increase was primarily a result
of increased raw material costs due to natural gas price increases, partially
offset by decreased ethylene costs. Expressed as a percentage of total
revenues, cost of goods sold increased to 90% of total revenues in 1996 from 79%
in 1995, resulting in greatly reduced gross margins and net income for the
Partnership.
Gross margins for PVC Polymers Products decreased 76% as a result of the reduced
selling prices discussed above.
Gross margins for Methanol and Derivatives decreased 40% as a result of the
increased natural gas costs discussed above, partially offset by an increase in
average selling prices.
Gross margins for Nitrogen Products decreased 46% as a result of an increase in
natural gas costs.
Incentive Distribution to General Partner
There was no incentive distribution to the General Partner generated in the
third quarter of 1996.
An incentive distribution to the General Partner of $5.0 million was generated
in the third quarter of 1995 a result of cash distributions to Unitholders of
$0.90 per unit, exceeding $0.3647 (the "Target Distribution").
Net Income
Net income was $5.4 million compared to $23.8 million in 1995. As discussed
above, the primary reasons for the decrease in operating performance were
significant selling price decreases in PVC along with a significant natural gas
cost increase.
9
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RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1995
Revenues
Total revenues for the first nine months of 1996 decreased $56.5 million or 10%
to $532.6 million from $589.1 million for the comparable period a year ago. This
decrease was primarily the result of a $50.7 million decrease in Methanol and
Derivatives revenues.
Total revenues for PVC Polymers Products decreased $2.0 million as a result of a
21% decrease in selling prices, almost entirely offset by a 26% increase in
sales volumes. The increase in sales volumes was primarily due to the additional
production from the Addis acquisition.
Total revenues for Methanol and Derivatives decreased $50.7 million as a result
of 35% decrease in selling prices, partially offset by a 4% increase in sales
volumes.
Total revenues for Nitrogen Products decreased $3.8 million as a result of a 10%
decrease in selling prices, partially offset by a 6% increase in sales volumes.
Cost of Goods Sold
Total cost of goods sold increased 29% to $495.3 million for the first nine
months of 1996 from $384.8 million in the year-ago period. The increase was
primarily the result of increased raw material cost due to natural gas price
increases, partially offset by decreased ethylene cost. The increase was also
due to increased sales volumes for all of the Partnership's products. Expressed
as a percentage of total revenues, cost of goods sold increased to 93% of total
revenues for the first nine months of 1996 from 65% in the comparable period a
year ago, resulting in greatly reduced gross margins and net income for the
Partnership.
Gross margins for PVC Products decreased 87% as a result of the reduced selling
prices discussed above.
Gross margins for Methanol and Derivatives decreased 88% as a result of the
decreased selling prices combined with the increased natural gas costs discussed
above.
Gross margins for Nitrogen Products decreased 53% as a result of decreased
selling prices combined with the increase in natural gas costs.
Incentive Distribution to General Partner
There was no incentive distribution to the General Partner generated during the
first three quarters of 1996.
An incentive distribution to the General Partner of $27.9 million was generated
during the first three quarters of 1995 as a result of cash distributions to
Unitholders exceeding the Target Distribution.
Interest Expense
The increase in interest expense during the first nine months of 1996 compared
to the year-ago period was predominantly due to debt associated with the Addis
acquisition.
Net Income
Net income was $0.8 million compared to income of $137.1 million in 1995. As
discussed above, the primary reason for the decrease in operating performance
was significantly lower selling prices for all of the Partnership's products
along with a significant natural gas cost increase.
10
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operations. Cash flows from operations decreased $161.9 million
for the first three quarters of 1996 from the comparable period a year ago. The
decrease was primarily attributable to the decrease in net income during this
period compared to 1995. Cash flows provided by operations were also negatively
affected by an approximate $11.6 million prepayment for a long-term raw material
supply contract made during the first nine months of 1996.
Cash Flows from Investing Activities. Capital expenditures for the first three
quarters of 1996 totalled $11.1 compared to $10.4 million during the year ago
period.
Cash Flows from Financing Activities. The Partnership makes quarterly
distributions to Unitholders and the General Partner of 100% of its Available
Cash. Available Cash means generally, with respect to any quarter, the sum of
all cash receipts of the Partnership plus net reductions to reserves established
in prior quarters, less all of its cash disbursements and net additions to
reserves in such quarter. The General Partner may establish reserves to provide
for the proper conduct of the Partnership's business, to stabilize distributions
of cash to Unitholders and the General Partner and as necessary to comply with
the terms of any agreement or obligation of the Partnership.
Cash distributions of $24.9 million were made during the first nine months of
1996 compared to $179.6 million in the year-ago period. These amounts reflect
the payment of cash distributions declared for the immediately proceeding
quarters. Cash distributions with respect to interim periods are not
necessarily indicative of cash distributions with respect to a full year.
Moreover, due to the cyclical nature of the Partnership's business, past cash
distributions are not necessarily indicative of future cash distributions.
There are various seasonality factors affecting results of operations and,
therefore, cash distributions. In addition, the amount of Available Cash
constituting Cash from Operations for any period does not necessarily correlate
directly with net income for such period because various items and transactions
affect net income and Available Cash constituting Cash from Operations
differently. For example, depreciation reduces net income but does not affect
Available Cash constituting Cash from Operations, while changes in working
capital items (including receivables, inventories, accounts payable and other
items) generally do not affect net income but do affect such Available Cash.
Moreover, as provided for in the Partnership Agreements with respect to the
Partnership and the Operating Partnership, certain reserves may be established
which affect Available Cash constituting Cash from Operations but do not affect
cash balances in financial statements. Such reserves have generally been used to
set cash aside for debt service, capital expenditures and other accrued items.
The Partnership intends to pay down additional short-term debt during the fourth
quarter of 1996.
Liquidity
The Partnership expects to satisfy its cash requirements through internally
generated cash and borrowings. During 1995, the Partnership entered into a
Revolving Credit Facility which provided a $100.0 million line of credit for
capital expenditures, working capital and general partnership purposes. The
amount available under the facility reduced to $75.0 million on January 1, 1996,
reduces to $50.0 million on January 1, 1997 and terminates December 31, 1997.
The facility may be extended for one year with the consent of the lenders.
Borrowing under this facility was $35 million at September 30, 1996.
11
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
There is incorporated by reference herein the information regarding legal
proceedings in Item 3 of Part I of the Partnership's 1995 Annual Report on Form
10-K and Note 3 to the consolidated condensed financial statements in Part I
hereof.
12
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
By BCP Management, Inc.,
General Partner
By /s/ JOHN R. BEAVER
----------------------------------
JOHN R. BEAVER
Controller and Principal
Accounting Officer
November 12, 1996
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 11,798
<SECURITIES> 0
<RECEIVABLES> 101,088
<ALLOWANCES> 508
<INVENTORY> 35,839
<CURRENT-ASSETS> 151,980
<PP&E> 701,139
<DEPRECIATION> 372,660
<TOTAL-ASSETS> 533,699
<CURRENT-LIABILITIES> 118,159
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 207,973
<TOTAL-LIABILITY-AND-EQUITY> 533,699
<SALES> 532,626
<TOTAL-REVENUES> 532,626
<CGS> 495,287
<TOTAL-COSTS> 495,287
<OTHER-EXPENSES> 20,159
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,391
<INCOME-PRETAX> 789
<INCOME-TAX> 0
<INCOME-CONTINUING> 789
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 789
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
