<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, 2000
-
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 14, 2000: 36,750,000.
===============================================================================
1
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
----------------------------
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per Unit data)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
September 30, September 30,
2000 1999
------------- --------------
<S> <C> <C>
Revenues
Net trade sales $107,576 $106,016
Net sales to related parties 5,757 5,011
-------- --------
Total revenues 113,333 111,027
-------- --------
Expenses
Cost of goods sold
Trade 104,250 97,233
Related parties 4,837 3,612
Marketing, general & administrative expense 5,807 6,299
Interest expense 6,446 5,930
Tax on gross margin 850 565
Equity in loss of affiliate 311 157
Other (income) and expense, including minority interest (1,090) (309)
-------- --------
Total expenses 121,411 113,487
-------- --------
(Loss) from continuing operations (8,078) (2,460)
Discontinued operations:
(Loss) from discontinued operations, net 0 (4,880)
-------- --------
Net (loss) (8,078) (7,340)
Less 1% General Partner interest 81 73
-------- --------
Net (loss) applicable to Limited Partners' interest $ (7,997) $ (7,267)
======== ========
Per Unit data-basic, net of 1% General Partner interest
(Loss) from continuing operations per Unit $ (0.22) $ (0.07)
(Loss) from discontinued operations per Unit 0.00 (0.13)
------- -------
Net (loss) per Unit $ (0.22) $ (0.20)
======= =======
Average number of Units outstanding during the period 36,750 36,750
======= =======
Cash distributions declared per Unit $ 0.00 $ 0.00
======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements
2
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per Unit data)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
September 30, September 30,
2000 1999
-------- --------
<S> <C> <C>
Revenues
Net trade sales $375,507 $274,451
Net sales to related parties 18,011 14,812
-------- --------
Total revenues 393,518 289,263
-------- --------
Expenses
Cost of goods sold
Trade 330,831 248,849
Related parties 14,760 11,801
Marketing, general & administrative expense 19,366 17,932
Interest expense 21,144 18,302
Tax on gross margin 2,310 1,298
Equity in loss of affiliate 804 540
Other expense (income), including minority interest (1,231) (382)
-------- --------
Total expenses 387,984 298,340
-------- --------
Net income (loss) from continuing operations 5,534 (9,077)
Discontinued operations:
(Loss) from discontinued operations, net (10,192) (12,732)
Gain on disposal of discontinued operations, net 5,012 0
-------- --------
Net income (loss) 354 (21,809)
Less 1% General Partner interest (4) 218
-------- --------
Net income (loss) applicable to Limited Partners'
interest $ 350 $(21,591)
======== ========
Per Unit data-basic, net of 1% General Partner interest
Income (loss) from continuing operations per Unit $ 0.15 $ (0.24)
(Loss) from discontinued operations per Unit (0.14) (0.35)
-------- --------
Net income (loss) per Unit $ 0.01 $ (0.59)
======== ========
Average number of Units outstanding during the period 36,750 36,750
======== ========
Cash distributions declared per Unit $ 0.00 $ 0.00
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Cash Flows From Operations
Net income (loss) $ 354 $(21,809)
Adjustments to reconcile net loss income to net cash
provided by operating activities:
Gain on disposal of discontinued operations, net (5,012) 0
Depreciation 27,655 27,214
Increase (decrease) in cash from changes in
certain assets and liabilities:
Receivables (39) (16,724)
Inventories (9,128) (3,835)
Payables (12,225) 13,879
Accrued interest 4,943 4,742
Other, net (11,997) (708)
-------- --------
(5,449) 2,759
-------- --------
Cash Flows Used In Investing Activities
Capital expenditures (6,885) (11,154)
Plant acquisition (15,880) 0
-------- --------
(22,765) (11,154)
-------- --------
Cash Flows Used In Financing Activities
(Repayments of)/proceeds from borrowings, net (13,017) 6,600
Proceeds from sale of business segment 38,800 0
Payment of debt issuance costs (1,132) 0
-------- --------
24,651 6,600
-------- --------
(Decrease) in cash and equivalents (3,563) ( 1,795)
Cash and equivalents at beginning of period 5,759 8,703
-------- --------
Cash and equivalents at end of period $ 2,196 $ 6,908
======== ========
Supplemental Disclosures of Cash Flow Information
Interest paid during the period, net of capitalization $ 14,488 $ 12,489
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------- ------------------
<S> <C> <C>
ASSETS
------
Cash and equivalents $ 2,196 $ 5,759
Accounts receivable (less allowance for doubtful accounts
of $491 and $456, respectively)
Trade 70,439 75,794
Related parties 20,256 14,862
Inventories
Finished and in process goods 48,384 36,041
Raw materials and supplies 12,277 15,492
Other current assets 20,577 4,443
--------- ---------
Total current assets 174,129 152,391
--------- ---------
Investments in and advances to affiliated companies 8,675 8,521
Other assets 44,140 50,679
--------- ---------
52,815 59,200
--------- ---------
Land 16,385 16,308
Buildings 45,881 45,625
Machinery and equipment 516,969 704,252
--------- ---------
579,235 766,185
Less accumulated depreciation (344,845) (496,925)
--------- ---------
234,390 269,260
--------- ---------
Total assets $ 461,334 $ 480,851
========= =========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Accounts payable $ 54,292 $ 66,517
Accrued interest 8,352 3,409
Other accrued liabilities 18,703 17,084
--------- ---------
Total current liabilities 81,347 87,010
Long-term debt 250,183 263,200
Deferred tax on gross margin 5,410 6,640
Other liabilities 4,902 4,866
Minority interest in consolidated subsidiary 658 655
--------- ---------
Total liabilities 342,500 362,371
--------- ---------
Partners' capital
Limited Partners 119,116 118,766
General Partner (282) (286)
--------- ---------
Total partners' capital 118,834 118,480
--------- ---------
Total liabilities and partners' capital $ 461,334 $ 480,851
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(In thousands)
Limited General
Partners Partner Total
-------- -------- -----
Balance at December 31, 1998 $ 142,517 $ (46) $ 142,471
Net loss (21,591) (218) ( 21,809)
Cash distributions declared 0 0 0
--------- ----- ---------
Balance at September 30, 1999 $ 120,926 $(264) $ 120,662
========= ===== =========
Balance at December 31, 1999 $ 118,766 $(286) $ 118,480
Net income 350 4 354
Cash distributions declared 0 0 0
--------- ----- ---------
Balance at September 30, 2000 $ 119,116 $(282) $ 118,834
========= ===== =========
Notes to Condensed Consolidated Financial Statements
6
<PAGE>
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except Unit and per Unit data)
1. Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements
of Borden Chemicals and Plastics Limited Partnership (the "Partnership"), and
its subsidiary operating partnership Borden Chemicals and Plastics Operating
Limited Partnership (the "Operating Partnership") contain all 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. The interim financial statements and notes are
presented as specified by Regulation S-X of the Securities and Exchange
Commission, and should be read in conjunction with the Partnership's Annual
Report on Form 10-K.
Basic income per unit is computed by dividing net income, after subtracting the
General Partner's 1% interest, by the weighted average number of units
outstanding. Currently, there are no potentially dilutive securities;
accordingly, basic income per unit and diluted income per unit are equivalent.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which is
effective in 2001 for the Partnership. The statement requires that all
derivatives be recorded in the balance sheet as either assets or liabilities and
be measured at fair value. The accounting for changes in fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. The Partnership is in the process of assessing the impact that
SFAS No. 133 will have on the consolidated financial statements.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the condensed consolidated financial
statements and accompanying disclosures. Although these estimates are based on
management's best knowledge of events and actions the Partnership may undertake
in the future, actual results may differ from the estimates.
Certain reclassifications have been made in prior periods' financial statements
to conform to current year classifications.
2. Environmental and Legal Proceedings
Under an Environmental Indemnity Agreement (the "EIA") with Borden, Inc.
("Borden"), Borden has agreed, subject to certain specified limitations, to
indemnify the 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.
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, 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
remediation costs.
The Partnership is subject to legal proceedings and claims which may 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
insurance coverage, including its risk retention program and Environmental
Indemnity Agreement with Borden, is unlikely to have a material adverse effect
on the financial position or results of operations of the Partnership.
7
<PAGE>
3. Discontinued Operations
On June 27, 2000, the Partnership announced its decision to exit the methanol
and derivatives and nitrogen products business segments, as part of a process
that included the sale of its formaldehyde and certain other assets for $48.5
million. The sale of those assets was completed on July 28, 2000. The
Operating Partnership will operate the methanol assets through early January
2001, with the intent of exiting the business and closing the facility at that
time. The nitrogen products facilities were closed in July 2000.
In connection with the discontinuance of the methanol and derivatives and
nitrogen products business segments, a gain of $5.0 million (net of taxes) was
recognized in the second quarter of 2000. The gain was based on the sales
proceeds less associated transaction costs, book value of assets sold, charges
for the write-down of methanol and nitrogen products assets to estimated net
realizable value, and an accrual for estimated losses from these operations
during the phase-out period.
Results of these operations, previously reported as separate business segments,
have been classified as discontinued and prior periods have been restated.
Continuing operations are now comprised of the PVC Polymers Products business
segment.
Net revenues and losses from the discontinued operations are as follows:
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
In Thousands 2000 1999 2000 1999
------------ ---------------------------- ---------------------------
<S> <C> <C> <C> <C>
Net sales $40,330 $41,808 $129,024 $106,212
------- ------- -------- --------
(Loss) from discontinued operations $ - $(4,880) $(10,192) $(12,732)
Gain on disposal of discontinued operations - - 5,012 -
------- ------- -------- --------
Net (loss) from discontinued operations $ - $(4,880) (5,180) $(12,732)
======= ======= ======== ========
</TABLE>
4. Debt
The Operating Partnership entered into a new four-year Credit Agreement (the
"Year 2000 Revolving Credit Facility") with Fleet Capital Corporation ("Fleet"),
effective March 31, 2000, which provides for a revolving credit facility of up
to $100 million subject to borrowing base limitations. The amount available was
not affected by borrowing base limitations at September 30, 2000. The Operating
Partnership's obligations under the facility are collateralized by its accounts
receivable, inventory and a lien against certain fixed assets. The Year 2000
Revolving Credit Facility replaced the existing facility and all amounts
outstanding under that facility were repaid with borrowings under the Year 2000
Revolving Credit Facility. As of September 30, 2000, the Operating Partnership
had $50.2 million outstanding under the Year 2000 Revolving Credit Facility.
Under the Year 2000 Revolving Credit Facility, the Operating Partnership, at its
option, may make either LIBOR based or Base Rate borrowings. The applicable
margin for such borrowings is reset quarterly, beginning fourth quarter 2000,
based on the ratio of EBITDA to interest expense for the previous twelve months.
For LIBOR based borrowings the applicable margin can range from LIBOR plus
1.25% to 2.50%, and for Base Rate borrowings, the margin can range from Base
Rate flat to Base Rate plus 0.5%. In addition, the Operating Partnership pays a
commitment fee between 0.375% and 0.50% on the unused portion of the facility
based on the same EBITDA to interest expense ratio. The applicable margin,
through the quarter ended September 30, 2000, is 2.25% for LIBOR loans and 0.25%
for Base Rate loans and the commitment fee is 0.50% for the same period. The
Year 2000 Revolving Credit Facility contains covenants that place significant
restrictions on, among other things, the ability to incur additional
indebtedness, make distributions, engage in certain transactions with
affiliates, create liens or other encumbrances, merge or consolidate with other
entities, make acquisitions, make capital expenditures, and sell or otherwise
dispose of assets. In addition, a change in control of the General Partner, the
Partnership or the Operating Partnership are events of default under the Year
2000 Revolving Credit Facility.
On May 1, 1995, the Operating Partnership issued $200 million aggregate
principal amount of 9.5% Notes due 2005 (the "Notes") pursuant to an Indenture
dated as of May 1, 1995 (the "Indenture"). The Notes are senior unsecured
obligations of the Operating Partnership.
The Notes include restrictions on the Operating Partnership's ability to make
cash distributions, incur additional indebtedness, sell assets, engage in
sale/leasebacks and to take certain other actions. Upon a Change in Control,
the holders of the Notes may require the Operating Partnership to repurchase
their Notes at a price equal to 101% of the aggregate principal amount plus
accrued and unpaid interest to the date of repurchase.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Results of Operations
Quarter Ended September 30, 2000 Compared to Quarter Ended September 30, 1999
Revenues
Total revenues during the third quarter of 2000 increased $2.3 million or 2% to
$113.3 million from $111.0 million in the third quarter of 1999. The increase
in revenues is attributable to a 22% increase in selling prices in PVC resins,
offset by a 12% decrease sales volumes for this business line.
The increase in selling prices over third quarter 1999 is attributable to
increased raw material costs and also reflects the significant increases in
industry pricing that occurred in the first half of 2000 due to strong market
conditions. The decrease in sales volume reflects a sharp reduction in demand
for PVC resin during third quarter 2000 due to industry destocking by converters
and processors of PVC resin, as well as reduced resin demand from the PVC pipe
market, the major end use of PVC resins.
Cost of Goods Sold
Total cost of goods sold increased $8.3 million to $109.1 million in the current
period from $100.8 million in the same period last year. The increase was due
to significant increases in the costs of all major raw materials partially
offset by the decrease in sales volumes. Expressed as a percent of revenue,
cost of goods sold was 96% in the current period versus 91% in the prior period.
The unit costs of all major raw materials - natural gas, chlorine, ethylene, and
vinyl chloride monomer (VCM) - increased significantly when compared to the
third quarter of 1999. The unit cost of natural gas averaged 70% higher in
third quarter 2000 over the 1999 quarter. Natural gas cost impacts the
Partnership's basic energy costs but is also a raw material feedstock for a
portion of its PVC resin production. The average cost of chlorine and ethylene
increased 145% and 27%, respectively, compared with the third quarter of 1999.
The cost of purchased VCM increased 36%. These increases were primarily a
result of increased demand for these products and resulted in significantly
higher pricing to PVC producers for these raw materials.
As a result of the changes in revenues and cost of goods sold, the contributing
margin from continuing operations declined to $4.2 million in the third quarter
of 2000 from $10.2 million for the same quarter of 1999. This was a result of
the reduction in resin volumes as well as the significant increases in raw
material costs that are only partially offset by increased selling prices.
Interest Expense
Interest expense for the quarter increased $0.5 million over the 1999 quarter,
which is directly attributable to higher average borrowing levels compared to
third quarter 1999. Total long-term debt was $250 million at September 30,
2000.
Discontinued Operations
In the second quarter of 2000, the decision was made to exit the methanol and
derivatives and nitrogen products business segments to become a focused PVC
producer; therefore, prior period results for these former business segments are
now classified as discontinued operations. The net loss from discontinued
operations was $4.9 million in the third quarter of 1999, which was attributable
to depressed selling prices for these business segments due to industry
overcapacity compared to demand.
Net Income
The net loss for the third quarter of 2000 was $8.1 million compared to $7.3
million loss for the third quarter of 1999. As discussed above, the primary
reasons for the decline were depressed sales volumes for PVC resins and elevated
raw material costs.
9
<PAGE>
Results of Operations
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
Revenues
Total revenues during the first nine months of 2000 increased $104.2 million or
36% to $393.5 million from $289.3 million in 1999. The increase in revenues is
attributable to a 40% increase in selling prices of PVC resins, and a 1%
increase in sales volumes for this business line.
While market conditions softened in the third quarter of 2000, the increase in
selling prices reflect the improvement in market conditions for the PVC industry
for the first nine months of 2000 over 1999. This improvement was a result of
strong demand for the PVC resins during the first half of the year fueled by the
construction industry and the generally strong domestic economic environment.
Cost of Goods Sold
Total cost of goods sold increased $84.9 million to $345.6 million from $260.7
million when comparing year-to-date 2000 to 1999. Expressed as a percent of
revenue, cost of goods sold was 88% in the current period versus 90% in the
prior year.
The increase in cost of goods sold was partially due to the slight increase in
volume but was largely driven by increased unit costs of major raw materials.
When compared to 1999, the average cost of natural gas increased 52%, chlorine
increased 300%, ethylene increased 46%, and purchased VCM increased 53%.
As a result of the changes in revenues and cost of goods sold, the contributing
margin from continuing operations improved to $47.9 million in the first nine
months of 2000 from $28.6 million for 1999. This improvement was primarily a
result of increases in unit selling prices of PVC resins in excess of the
increased unit costs of raw materials.
Interest Expense
Interest expense increased $2.8 million over 1999, a direct result of an
increase in average borrowing levels over the prior period.
Discontinued Operations
The net loss from discontinued operations was $10.2 million in 2000 compared to
a loss of $12.7 million in 1999. During the second quarter of 2000, the
Partnership recognized a net gain on disposal of discontinued operations of $5.0
million. On June 27, 2000, a definitive agreement was signed to sell the
formaldehyde unit and certain other assets for $48.5 million. The sale closed
on July 28, 2000. The net gain of $5.0 million is based on the sales price less
transaction costs and the net book value of assets sold, as well as all
estimated costs associated with exiting the methanol and derivatives and
nitrogen products business segments. These costs include charges to write-down
the methanol and nitrogen assets to net realizable value, closure costs, and an
accrual for estimated losses from these operations during the phase-out period.
Net Income
Net income for the first nine months of 2000 was $0.4 million compared to a loss
of $21.8 million for the first nine months of 1999. As discussed above, the
primary reasons for the improvement was the return to profitability in
continuing operations and the gain from the disposal of discontinued operations.
10
<PAGE>
Liquidity and Capital Resources
Cash Flows from Operations. Cash provided by operations for the first nine
months of 2000 totaled ($6.6) million, a reduction of $9.3 million from
September 30, 1999, primarily due to unfavorable changes in inventories and
payables, and other asset and liabilities.
Cash Flows from Investing Activities. Capital expenditures totaled $6.9 million
and $11.2 million for the first nine months of 2000 and 1999, respectively.
During 2000, the Partnership also purchased BASF's 50% interest in the jointly
owned acetylene plant at the Geismar complex for $15.9 million.
Cash Flows from Financing Activities. Net repayments of long-term borrowings
were $13.0 million in the first nine months of 2000 compared to proceeds from
borrowings of $6.6 million in the first nine months of 1999. The repayments
were primarily the result of $38.8 million in proceeds on the sale of assets
discussed below that was received in July 2000.
Liquidity
Adverse business conditions for the Partnership's methanol and derivatives and
nitrogen products business segments over an extended period resulted in the
Partnership evaluating various alternatives for the businesses, resulting in the
sale of the formaldehyde assets and certain other assets for $48.5 million, and
the decision to exit the methanol and nitrogen product businesses. The sale
transaction closed on July 28, 2000, with the Partnership receiving gross
proceeds of $38.8 million on that date and an interest bearing six-month note
for $9.7 million. The proceeds were used to reduce borrowings under its $100
million revolving credit facility, which was collateralized by the assets sold,
as well as other assets. As of September 30, 2000, the $9.7 million note was
included in other current assets on the balance sheet of the Partnership.
The Partnership closed the nitrogen products facilities in July 2000 and intends
to operate its methanol facility through early 2001, with the intent of exiting
the methanol business and closing the facility at that time. By reducing its
debt level with the proceeds from the sale and by exiting the non-vinyl based
basic chemical business segments, the Partnership has improved its liquidity and
is better positioned to focus on its core PVC Polymers Products operations.
The Partnership's PVC operations experienced a sudden downturn during the third
quarter 2000 as reduced sales volumes and selling prices compared to the first
half of the year combined with historically high natural gas cost resulted in a
loss for the quarter. Difficult market conditions are likely to continue over
the next two quarters and possibly beyond. The Partnership believes that it
should have sufficient liquidity over this period, based on availability under
its revolving credit facility, receipt in January 2001 of the remaining $9.7
million due from the sale of the formaldehyde assets, and other actions underway
to improve cash flows through reducing working capital levels and controlling
capital spending and other controllable cash spending.
The Operating Partnership entered into a new four-year Credit Agreement (the
"Year 2000 Revolving Credit Facility") with Fleet Capital Corporation ("Fleet"),
effective March 31, 2000, which provides for a revolving credit facility of up
to $100 million subject to borrowing base limitations. The amount available was
not affected by borrowing base limitations at September 30, 2000. The Operating
Partnership's obligations under the facility are collateralized by its accounts
receivable, inventory and a lien against certain fixed assets. The Year 2000
Revolving Credit Facility replaced the existing facility and all amounts
outstanding under that facility were repaid with borrowings under the Year 2000
Revolving Credit Facility. As of September 30, 2000, the Operating Partnership
had $50.2 million outstanding under the Year 2000 Revolving Credit Facility.
Under the Year 2000 Revolving Credit Facility, the Operating Partnership, at
its option, may make either LIBOR based or Base Rate borrowings. The applicable
margin for such borrowings is reset quarterly, beginning fourth quarter 2000,
based on the ratio of EBITDA to interest expense for the previous twelve months.
For LIBOR based borrowings the applicable margin can range from LIBOR plus 1.25%
to 2.50%, and for Base Rate borrowings, the margin can range from Base Rate flat
to Base Rate plus 0.5%. In addition, the Operating Partnership pays a commitment
fee between 0.375% and 0.50% on the unused portion of the facility based on the
same EBITDA to interest expense ratio. The applicable margin, through the
quarter ended September 30, 2000, is 2.25% for LIBOR loans and 0.25% for Base
Rate loans and the commitment fee is 0.50% for the same period. The Year 2000
Revolving Credit Facility contains covenants that
11
<PAGE>
place significant restrictions on, among other things, the ability to incur
additional indebtedness, make distributions, engage in certain transactions with
affiliates, create liens or other encumbrances, merge or consolidate with other
entities, make acquisitions, make capital expenditures, and sell or otherwise
dispose of assets. In addition, a change in control of the General Partner, the
Partnership or the Operating Partnership are events of default under the Year
2000 Revolving Credit Facility.
On May 1, 1995, the Operating Partnership issued $200 million aggregate
principal amount of 9.5% Notes due 2005 (the "Notes") pursuant to an Indenture
dated as of May 1, 1995 (the "Indenture"). The Notes are senior unsecured
obligations of the Operating Partnership.
The Notes include restrictions on the Operating Partnership's ability to make
cash distributions, incur additional indebtedness, sell assets, and to take
certain other actions. Upon a change in control, the holders of the Notes may
require the Operating Partnership to repurchase their Notes at a price equal to
101% of the aggregate principal amount plus accrued and unpaid interest to the
date of repurchase.
The covenants of the Indenture and the Year 2000 Revolving Credit Facility
require certain financial ratios to be met before the Partnership can declare
and make quarterly cash distributions to its unitholders. The Partnership does
not currently meet these requirements. These restrictions, along with current
operating conditions, planned capital spending and debt service requirements
make it unlikely that the Partnership will make cash distributions through 2001.
Capital Expenditures
The Partnership currently believes that the level of annual base capital
expenditures over the next two years will be in the range of $15 to $20 million
per year. Total capital expenditures for 2000 are anticipated to be
approximately $25-$30 million, including the acquisition of BASF's 50% share of
the acetylene plant at the Geismar complex.
Item 2-A Market Risk
--------------------
Interest Rate Risk - The Year 2000 Credit Facility provides up to $100 million
under a revolving credit agreement with Fleet Capital Corporation. The credit
facility expires on March 30, 2004, at which time all amounts outstanding must
be repaid. Interest on borrowings under the revolving credit facility are
determined, at the Operating Partnership's option, based on the applicable LIBOR
rate (one, two, three or six month periods) plus a margin or the Base Rate. The
Base Rate borrowing rate is the greater of (a) the prime rate as announced or
quoted by Fleet Bank or (b) Federal Funds Effective rate plus .50%. At
September 30, 2000, borrowings under the facility were $50.2 million and bore
interest at a blended rate of 9.58%.
The Partnership is exposed to fluctuations in the LIBOR rate or the Base Rate. A
change of 1% in the applicable rate would change the Partnership's annual
interest cost by approximately $0.5 million based on the borrowings at September
30, 2000.
Commodity Risk - The Partnership generally does not use derivatives or other
financial instruments such as futures contracts to manage commodity market risk.
However, at certain times of the year the Operating Partnership will enter into
contracts whereby it agrees to purchase a specified quantity of natural gas, a
principal raw material, at a fixed price. Such contracts are generally not in
excess of three months forward, and the Operating Partnership generally limits
such forward purchases to 60% of a month's requirements. No such contracts are
in place at September 30, 2000. In addition, the Partnership has entered into a
fifteen-year supply agreement (commencing in 1997) to provide a long-term supply
of ethylene, a raw material, and minimize price volatility. The purchase price
for the product varies with the supplier's raw material and variable costs,
which are market-driven, as well as its fixed costs. The Partnership evaluates
all such contracts on the basis of whether committed costs are expected to be
realized in light of current and expected selling prices when the commodities
are consumed in manufactured products.
Foreign Exchange and Equity Risk - The Partnership is not exposed to significant
foreign exchange or equity market risk.
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Forward-Looking Statements
Certain statements in this section are forward-looking. These can be identified
by the use of forward-looking words or phrases such as "believe", "expect",
"may" and "potential", among others and include statements regarding the
business outlook for the Operating Partnership and its ability to fund its cash
needs. The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for such forward-looking statements. While these forward-looking
statements are based on the Partnership's reasonable current expectations, a
variety of risks uncertainties and other factors, including many which are
outside the control of the Partnership, could cause the Partnership's actual
results to differ materially from the anticipated results or expectations
expressed in such forward-looking statements. The risks, uncertainties and
other factors that may affect the operations, performance, development and
results of the Partnership include changes in the demand for and pricing of its
commodity products, changes in industry production capacity, changes in the
supply of and costs of its significant raw materials, and changes in applicable
environmental, health and safety laws and regulations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
There have been no material developments in the ongoing legal proceedings that
are discussed in the Partnership's 1999 Annual Report on Form 10-K.
The Partnership is subject to legal proceedings and claims that may arise in the
ordinary course of business. In the opinion of the management of the
Partnership, the amount of ultimate liability, taking into account its insurance
coverage, including its risk retention program and Environmental Indemnity
Agreement with Borden, is unlikely to have a material adverse effect on the
financial position or results of operations of the Partnership.
Item 5. Other Events
---------------------
On November 9, 2000, the Partnership announced that it will close its methanol
operations in early January 2001, thereby completing its previously announced
plan to exit its non-vinyl based basic chemical business segments.
Incorporated by reference is the Registrant's press release issued November 9,
2000, attached hereto as Exhibit 99.
Item 6. Exhibits
-----------------
(a) Exhibits:
---------
99 Press Release dated November 9, 2000
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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.,
its General Partner
By:
-------------------------------------
James O. Stevning
Chief Financial Officer and Treasurer
Principal Accounting Officer
November 14, 2000
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