<PAGE>
================================================================================
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO ___________________
COMMISSION FILE NUMBER 1-10877
TERRA NITROGEN COMPANY, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1389684
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5100 EAST SKELLY DRIVE, SUITE 800
TULSA, OKLAHOMA 74135
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER:
(918) 660-0050
AT THE CLOSE OF BUSINESS ON AUGUST 1, 1996, THERE WERE 13,636,364
SENIOR PREFERENCE UNITS OUTSTANDING.
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.
X YES NO
- - ----- -----
================================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TERRA NITROGEN COMPANY, L. P.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1996 1995 1995
----------- ------------ -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 80,096 $ 71,490 $ 65,965
Accounts receivable 26,421 28,426 30,690
Inventory - finished products 14,901 12,201 18,807
Inventory - materials and supplies 10,143 9,882 11,495
Prepaid expenses 4,532 6,001 5,979
-------- -------- --------
Total current assets 136,093 128,000 132,936
Net property, plant and equipment 172,967 177,358 174,789
Distribution reserve fund 18,480 18,480 18,480
Other assets 11,764 14,285 5,100
-------- -------- --------
Total assets $339,304 $338,123 $331,305
======== ======== ========
Liabilities and partners' capital
Current liabilities:
Accounts payable and accrued liabilities $ 33,065 $ 29,488 $ 26,090
Customer prepayments 3,885 15,517 4,967
Current portion of long-term debt 1,407 1,504 1,509
-------- -------- --------
Total current liabilities 38,357 46,509 32,566
Long-term debt and capital lease obligations 3,747 4,198 5,153
Other long-term obligations 1,059 1,060 1,060
Partners' capital 296,141 286,356 292,526
-------- -------- --------
Total liabilities and partners' capital $339,304 $338,123 $331,305
======== ======== ========
</TABLE>
See accompanying notes.
<PAGE>
TERRA NITROGEN COMPANY, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $106,198 $104,291 $195,502 $194,026
Other income 40 111 184 222
-------- -------- -------- --------
Total net revenues 106,238 104,402 195,686 194,248
Cost of goods sold 49,681 48,595 84,923 91,918
-------- -------- -------- --------
Gross profit 56,557 55,807 110,763 102,330
Operating expenses (3,322) (4,801) (6,357) (9,856)
-------- -------- -------- --------
Operating income 53,235 51,006 104,406 92,474
Interest expense (120) (523) (246) (1,444)
Interest income 1,567 1,367 3,520 2,521
-------- -------- -------- --------
Net income $ 54,682 $ 51,850 $107,680 $ 93,551
======== ======== ======== ========
Net income allocable to limited partners' interest $ 32,861 $ 34,054 $ 70,059 $ 69,483
======== ======== ======== ========
Net income per limited partnership unit $ 1.74 $ 1.81 $ 3.72 $ 3.69
======== ======== ======== ========
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
TERRA NITROGEN COMPANY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Six Months Ended
June 30,
----------------------------
1996 1995
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $107,680 $ 93,551
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,643 5,534
Amortization of deferred finance fees 19 18
Changes in operating assets and liabilities:
Receivables 2,005 (2,629)
Inventories (2,961) (273)
Prepaid expenses 1,469 (749)
Accounts payable, accrued liabilities and
customer prepayments (8,055) (5,202)
Other 3,932 2,027
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 109,732 92,277
NET CASH USED IN INVESTING ACTIVITIES:
Capital expenditures (2,682) (1,232)
FINANCING ACTIVITIES:
Repayment of long-term debt (548) (35,788)
Partnership distributions (97,896) (37,904)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (98,444) (73,692)
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,606 17,353
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 71,490 48,612
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 80,096 $ 65,965
======== ========
See accompanying notes.
</TABLE>
<PAGE>
TERRA NITROGEN COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The consolidated financial statements contained herein should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Terra Nitrogen Company, L.P. ("TNCLP") Annual Report on Form
10-K for the year ended December 31, 1995. TNCLP and its operating partnership
subsidiary, Terra Nitrogen, Limited Partnership (the "Operating Partnership"),
are referred to herein, collectively, as the "Partnership".
The accompanying unaudited consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for the fair
statement of the results for the periods presented. All of these adjustments are
of a normal and recurring nature. Results for the quarter are not necessarily
indicative of future financial results of the Partnership. The prior years'
financial statements have been reclassified to conform to current year
presentation.
Net income per limited partnership unit is computed by dividing net income,
less a 35% and 26% share allocable to the General Partner for the six months
ended June 30, 1996 and 1995, respectively, by 18,808,778 limited partner units,
composed of 13,636,364 Senior Preference Units (6,000,000 Junior Preference
Units automatically became Senior Preference Units on December 31, 1995,
pursuant to the terms of the Agreement of Limited Partnership of TNCLP), and
5,172,414 Common Units. The net income allocated to the General Partner
increased to 35% during the six months ended June 30, 1996 due to the increase
in Available Cash distributed to the General Partner. According to the Agreement
of Limited Partnership of TNCLP, net income is allocated to the General Partner
and the Limited Partners in each taxable year in the same proportion that
Available Cash for such taxable year was distributed to the General Partner and
the Limited Partners. Distributions of Available Cash are made 98% to the
Limited Partners and 2% to the General Partner, except that the General Partner
is entitled, as an incentive, to larger percentage interests to the extent that
distributions of Available Cash exceed specified target levels that are
significantly above the Minimum Quarterly Distribution ("MQD") of $.605 per
quarter per unit. Available Cash for the six months ended June 30, 1996
increased $44.4 million over the six months ended June 30, 1995 due primarily to
the repayment of its $35 million term loan out of cash flow from operations
during the 1995 period and due to higher net income in 1996.
2. Distributions to Unitholders
The Partnership makes quarterly cash distributions to Unitholders and the
General Partner in an amount equal to 100% of its Available Cash (as this and
other capitalized terms are defined in the Partnership Agreement). In addition,
a Reserve Amount equal to $18.5 million has been previously funded to support
distributions of the MQD on the Senior Preference Units. At June 30, 1996, the
Reserve Amount remained fully funded. During the Preference Period, ending not
prior to December 31, 1996, Senior Preference and Common Units participate
equally in cash distributions after each class of Units has received the MQD
subject to the General Partner's right to receive cash distributions.
<PAGE>
The quarterly cash distributions declared on the Units and to the General
Partner applicable to 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Senior Preference Units Common Units General Partner
------------------------- ------------------------- -------------------------
Total ($000s) $ Per Unit Total ($000s) $ Per Unit Total ($000s) $ Per Unit
------------- ---------- ------------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1996:
First Quarter 22,227 1.63 8,431 1.63 13,022 -
Second Quarter 33,000 2.42 12,517 2.42 27,883 -
1995:
First Quarter 15,545 1.14 5,897 1.14 3,795 -
Second Quarter 23,591 1.73 8,948 1.73 14,904 -
</TABLE>
3. Cash and cash equivalents
The Partnership has a demand deposit with an affiliate that represents
excess Partnership cash deposited with Terra Capital, Inc., the parent of the
General Partner. The deposit is due on demand and at June 30, 1996 the interest
rate was based on the 30-day Eurodollar rate plus .625%. The amount of the
demand deposit included in cash and cash equivalents was $79.9 million at June
30, 1996.
4. Conversion of Senior Preference Units
Pursuant to the provisions of the Agreement of Limited Partnership of
TNCLP, and subject to certain conditions, the Preference Period for TNCLP could
end on December 31, 1996. At the end of the Preference period, for a 90-day
period commencing on the date the General Partner mails notice to the Senior
Preference Unitholders that the Senior Conversion Date (the last day of the
Preference Period) has occurred, the holders of all Senior Preference Units will
have the right, subject to satisfaction of exchange listing requirements, to
elect to convert their Senior Preference Units into Common Units on a one-for-
one basis, effective as of the Senior Conversion Date, by delivering to the
General Partner a conversion notice. Any Senior Preference Units for which a
conversion notice is not received during such 90-day period will, however,
remain Senior Preference Units. Those units that remain Senior Preference Units
and do not convert into Common Units will continue to be entitled to the MQD but
will not participate with the Common Units in any additional distributions.
5. Redemption of Senior Preference Units
After the Preference Period, any or all of the Senior Preference Units may
be redeemed at the option of the Partnership, exercised in the sole discretion
of the General Partner, upon at least 30 but not more than 60 days' notice at a
price equal to Unrecovered Capital plus accrued arrearages, if any. Unrecovered
Capital, as further defined in the Partnership Agreement, means an amount equal
to the excess of (i) the initial public offering price per Senior Preference
Unit ($21.50) over (ii) the sum of all distributions made in respect of a Senior
Preference Unit out of Available Cash constituting Cash from Interim Capital
Transactions. If after giving effect to an anticipated redemption, fewer than
1.0 million Senior Preference Units would be held by non-affiliates of the
General Partner, the Partnership must redeem all such Senior Preference Units if
it redeems any Senior Preference Units.
6
<PAGE>
6. Natural gas costs
The Partnership's natural gas procurement policy is to effectively fix or
cap the unit cost of approximately 40-80% of its natural gas requirements for
the upcoming 12 months and up to 50% of its natural gas requirements for the
subsequent two-year period using supply contracts, financial derivatives and
other forward pricing techniques to gain some protection against natural gas
price increases on the spot market. These contracts are based on a designated
price, which price is referenced to market natural gas prices or appropriate
NYMEX futures contract prices. The Partnership frequently uses prices at Henry
Hub Louisiana as the index price. Natural gas supplies for the Partnership's two
production facilities are purchased from various suppliers for each plant
location. This creates a location basis differential between the contract price
and the physical price of natural gas. Accordingly, the use of financial
derivatives may more than offset the change in the price of physical gas.
As of June 30, 1996, the Partnership had effectively fixed or capped the
price of a substantial portion of its natural gas requirements for 1996, 1997
and 1998. As a result of its policies, the Partnership has limited the potential
adverse financial impact of natural gas price increases during the forward
pricing period, but conversely, if natural gas prices were to fall, the
Partnership may incur costs above the spot market price as a result of such
policies. The Partnership has entered into firm contracts to minimize the risk
of interruption or curtailment of natural gas supplies. Unrealized gains from
forward pricing positions totaled $37.5 million as of June 30, 1996, and $16.1
million as of July 31, 1996. As of June 30, 1995, unrealized losses from forward
pricing positions totaled $7.1 million.
For the first half of 1996, natural gas hedging activities produced cost
savings of approximately $22.8 million. Conversely, for the comparable 1995
period, natural gas hedging increased cost by approximately $10.8 million.
7. New accounting standards
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of", which establishes accounting standards for such
assets. The Partnership adopted SFAS No. 121 effective January 1, 1996 and there
was no material impact on the Partnership's consolidated financial position or
results of operations.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996, COMPARED WITH THE THREE MONTHS ENDED
JUNE 30,1995
Volumes and prices for the three month periods ended June 30, 1996 and 1995 were
as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------- ----------------------
Sales Average Sales Average
Volumes Unit Price Volumes Unit Price
(000 tons) ($/ton) (000 tons) ($/ton)
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Ammonia 136 192 122 225
UAN 595 103 522 108
Urea 112 169 103 195
</TABLE>
Revenues for the quarter ended June 30, 1996, reflected a slight increase
of $1.9 million, or 2%, compared with the quarter ended June 30, 1995 due to
increased sales volumes for all products offset by lower sales prices. Sales
volumes for ammonia, UAN and urea increased 11%, 14% and 9%, respectively, over
the same period in 1995 primarily due to a 10% to 12% increase in corn acres
planted and an approximate 9% increase in wheat acres planted. The increase in
planted acres was due in part to low grain inventories, high grain prices and
passage of the 1996 Farm Bill which ended government acreage reduction and
production control measures, allowing farmers more flexibility in planting.
Unfavorable weather conditions during the 1996 spring planting season decreased
sales prices for all nitrogen products compared with the 1995 period. Sales
prices for ammonia, UAN and urea were 15%, 5% and 13%, respectively, lower than
the prior year period.
Cost of goods sold as a percentage of revenues was 47%, unchanged from the
second quarter of 1995 reflecting favorable gas costs offset by lower nitrogen
sales prices. While spot natural gas prices were approximately 45% higher during
the second quarter of 1996 compared with the same period in 1995, the
Partnership's gas procurement activities, which include forward pricing
techniques, decreased its overall cost of natural gas by 22% compared with the
1995 quarter. Spot natural gas prices were higher in the 1996 quarter due to
cold weather during the first quarter of 1996 which caused spot natural gas
prices to increase and remain high during the second quarter as natural gas
storage levels were replenished. During the second quarter of 1996, the
Partnership realized gains on forward pricing transactions of $10.2 million.
Operating expenses decreased $1.5 million, or 31%, compared with the 1995
quarter due to lower incentive compensation expense due to changes in profit
sharing plans. In addition, benefits and data processing charges were lower
during the 1996 quarter as a result of synergies gained from the combination of
the general and administrative organizations of the General Partner and one of
its affiliates.
Interest expense declined $403,000 in the quarter ended June 30, 1996,
compared with the 1995 quarter due to the repayment of the Partnership's $35
million term loan during the second quarter of 1995.
<PAGE>
SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 1995
Volumes and prices for the six month periods ended June 30, 1996 and 1995 were
as follows:
<TABLE>
<CAPTION>
1996 1995
-------------------------- --------------------------
Sales Average Sales Average
Volumes Unit Price Volumes Unit Price
(000 tons) ($/ton) (000 tons) ($/ton)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Ammonia 207 193 204 227
UAN 1,146 100 1,062 97
Urea 219 188 227 197
</TABLE>
Revenues for the six months ended June 30, 1996 were virtually unchanged
from the comparable 1995 period as higher UAN sales volumes and prices were
offset by lower sales prices for ammonia and urea. UAN sales volumes increased
8% and sales prices increased 3% over the 1995 period primarily due to the
increased corn acres planted during 1996. Erratic weather patterns reduced
ammonia and urea applications during the 1996 period. Wet weather in parts of
the corn belt during the 1996 planting season created unfavorable conditions for
ammonia application. The wet weather combined with reduced demand for use in the
manufacture of phosphate fertilizers and lower industrial demand caused ammonia
prices to decline approximately 15% from 1995. Dry weather in the wheat belt
during the early part of 1996 caused urea applications to decline resulting in
4% lower urea sales volumes and 5% lower sales prices compared with the 1995
period.
Cost of goods sold as a percentage of revenues decreased to 43% for the
1996 period from 47% for the 1995 period, despite slightly lower sales prices,
reflecting the favorable impact of the Partnership's natural gas procurement
activities. The Partnership's forward pricing activities decreased its overall
cost of natural gas by 33% compared with the 1995 period. Spot natural gas
prices were 43% higher during 1996 due to cold weather during the first quarter
of 1996 which caused spot natural gas prices to increase and remain high during
the second quarter as natural gas storage levels were replenished. During 1996,
the Partnership realized gains on forward pricing transactions of $22.8 million.
Operating expenses decreased $3.5 million, or 36%, compared with the six
months ended June 30, 1995 primarily due to severance payments made during 1995
versus none in 1996. In addition, benefits and data processing charges were
lower during 1996 as a result of synergies gained from the combination of the
general and administrative organizations of the General Partner and one of its
affiliates.
Interest expense declined $1.2 million in the six months ended June 30,
1996, compared with the same period in 1995 due to the repayment of the
Partnership's $35 million term loan during the second quarter of 1995.
Interest income increased $1.0 million during 1996 due to higher levels of
cash and short-term investments.
<PAGE>
Operating results for the third quarter are expected to reflect the normal
seasonal drop in fertilizer sales and prices that follow spring planting.
CAPITAL RESOURCES AND LIQUIDITY
Net cash provided by operating activities for the first six months of 1996
was $109.7 million, an increase of $17.5 million over the same period in 1995,
principally due to higher net income. The Partnership's principal needs for
funds are for support of its working capital, distributions to Partners and
capital expenditures. The Partnership intends to fund such needs from net cash
provided by operating activities and, to the extent permitted thereunder, from
funds available under the Operating Partnership's revolving credit facility. At
June 30, 1996, the Operating Partnership had $25 million of unused borrowing
capacity under its revolving credit facility. The Partnership believes that
such sources of funds will be adequate to meet the Partnership's working capital
needs, make quarterly distributions to Partners and fund the Partnership's
capital expenditures for at least the next twelve months.
Quarterly distributions to the Partners of TNCLP are based on Available
Cash for the quarter as defined in the Agreement of Limited Partnership of
TNCLP. Available Cash is defined generally as all cash receipts less all cash
disbursements, adjusted for changes in certain reserves established as the
General Partner determines in its reasonable discretion to be necessary.
Available Cash for the six months ended June 30, 1996 increased $44.4 million
over the six months ended June 30, 1995 due primarily to the repayment of its
$35 million term loan during the 1995 period and due to higher net income in
1996. On July 22, 1996, the General Partner announced a cash distribution of
$33.0 million ($2.42 per Unit) to holders of the Senior Preference Units of
record as of August 7, 1996, payable on August 29, 1996, based on Available
Cash for the quarter ended June 30, 1996. A cash distribution of $12.5 million
($2.42 per Unit) on the Common Units, and a cash distribution of $27.9 million
to the General Partner based on Available Cash for the quarter ended June 30,
1996, were also declared. There were no accumulated distribution arrearages for
any Units as of June 30, 1996. At June 30, 1996, the Reserve Amount remained
fully funded. During the first six months of 1996, the Partnership paid $97.9
million in distributions to its Partners.
Customer prepayments declined $11.6 million from the December 31, 1995
balance due to the normal seasonal drawdown by customers of product purchased in
prior periods. Certain customers prepay for product during the fall and winter
months to take advantage of favorable pricing conditions. The customers then
take possession of the product as needed during the spring planting season.
CAPITAL EXPENDITURES
Capital expenditures totaled $2.7 million for the first six months of 1996.
In the remainder of 1996, the Partnership plans to spend approximately $10
million.
ENVIRONMENTAL MATTERS
The Partnership is subject to federal, state and local environmental,
health and safety laws and regulations, particularly relating to air and water
quality. In the course of its ordinary operations, the Partnership has and will
generate wastes which may fall within the definition of "hazardous substances"
under federal or state laws. The
<PAGE>
Partnership's production facilities and storage locations require ongoing
operating expenditures in order to remain in compliance with environmental
regulations. These operating costs consist largely of such items as electrical
and chemical usage, waste disposal, laboratory analysis, fees for outside
consultants and contractors, and salaries for environmental employees.
Based on its current knowledge, the Partnership does not expect capital
expenditures relating to environmental matters to have a material adverse effect
on its results of operations, financial condition, capital resources, liquidity
or cash flow. Based on information presently available, the Partnership does
not expect that any further material capital expenditures will be required to
comply with existing environmental regulations. Based on such regulations, the
Partnership does not believe that it will be required to make any material
environmental remediation expenditures in the foreseeable future.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.53 - Consent and Amendment No. 1 dated as of June 4, 1996 to
Amended and Restated Credit Agreement, filed as Exhibit 4.4 to the
Terra Industries Inc. Form 10-Q for the period ended June 30, 1996
(file No. 1-8520), is incorporated herein by reference.
27 - Financial Data Schedule. (EDGAR ONLY)
(b) Reports on Form 8-K:
NONE.
<PAGE>
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.
TERRA NITROGEN COMPANY, L.P.
BY: TERRA NITROGEN CORPORATION
AS GENERAL PARTNER
BY: /s/ ERIK L. SLOCKERS
---------------------------------------
ERIK L. SLOCKERS
VICE PRESIDENT, CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
Date: AUGUST 13, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the consolidated statement of financial position of Terra Nitrogen Company, L.P.
as of June 30, 1996 and the related consolidated statement of income for the
six months then ended.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 80,096
<SECURITIES> 0
<RECEIVABLES> 26,421
<ALLOWANCES> 0
<INVENTORY> 25,044
<CURRENT-ASSETS> 136,093
<PP&E> 262,022
<DEPRECIATION> (89,055)
<TOTAL-ASSETS> 339,304
<CURRENT-LIABILITIES> 38,357
<BONDS> 3,747
<OTHER-SE> 296,141<F1>
<COMMON> 0
0
0
<TOTAL-LIABILITY-AND-EQUITY> 339,304
<SALES> 195,502
<TOTAL-REVENUES> 195,686
<CGS> 84,923
<TOTAL-COSTS> 84,923
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 246
<INCOME-PRETAX> 107,680
<INCOME-TAX> 0
<INCOME-CONTINUING> 107,680
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107,680
<EPS-PRIMARY> 3.72
<EPS-DILUTED> 0
<FN>
<F1> Due to the nature of the partnership, this represents partners capital.
</FN>
</TABLE>
