Document/Exhibit Description Pages Size
1: 10-K Annual Report 48± 197K
2: EX-11.1 Statement re: Computation of Earnings Per Share 1 8K
3: EX-12.1 Statement re: Computation of Ratios 1 8K
4: EX-13.1 Annual or Quarterly Report to Security Holders 34± 158K
5: EX-18.1 Letter re: Change in Accounting Principles 2± 11K
6: EX-21.1 Subsidiaries of the Registrant 1 5K
7: EX-23.1 Consent of Experts or Counsel 1 6K
8: EX-24.1 Power of Attorney 1 6K
9: EX-24.2 Power of Attorney 10± 49K
10: EX-99.1 Miscellaneous Exhibit 42± 173K
11: EX-99.2 Miscellaneous Exhibit 39± 157K
Exhibit 99.1
ANNUAL REPORT ON FORM 10-K OF FRP FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1993.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1993
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 1-9164
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
Organized in Delaware I.R.S. Employer Identification No. 72-1067072
1615 Poydras Street, New Orleans, Louisiana 70112
Registrant's telephone number, including area code: (504) 582-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
Depositary Units New York Stock Exchange
8 3/4% Senior Subordinated Notes due 2004 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
The aggregate market value of the Depositary Units held by non-affiliates of
the registrant was approximately $981,011,000 on March 10, 1994.
Documents Incorporated by Reference
Portions of the registrant's Annual Report to unitholders for the year ended
December 31, 1993 (Parts I, II, III and IV).
==============================================================================
TABLE OF CONTENTS
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Page
----
Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Items 1
and 2. Business and Properties . . . . . . . . . . . . . . . 1
Introduction . . . . . . . . . . . . . . . . . . . . . 1
Management . . . . . . . . . . . . . . . . . . . . . . 2
Agricultural Minerals. . . . . . . . . . . . . . . . . 3
Fertilizer Business . . . . . . . . . . . . . . . . 3
Sulphur Business. . . . . . . . . . . . . . . . . . 7
Oil. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Geothermal . . . . . . . . . . . . . . . . . . . . . . 11
Competition. . . . . . . . . . . . . . . . . . . . . . 11
Research and Development . . . . . . . . . . . . . . . 12
Environmental Matters. . . . . . . . . . . . . . . . . 12
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security Holders. . 13
Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters. . . . . . . . . . . 14
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . 14
Item 8. Financial Statements and Supplementary Data. . . . . . 14
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . 14
Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 10. Directors and Executive Officers of the Registrant . . 15
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 16
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . 17
Item 13. Certain Relationships and Related Transactions . . . . 19
Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . . . 19
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Index to Financial Statements . . . . . . . . . . . . . . . . . F-1
Report of Independent Public Accountants. . . . . . . . . . . . F-1
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . E-1
PART I
Items 1 and 2. Business and Properties.
-----------------------
INTRODUCTION
Freeport-McMoRan Resource Partners, Limited Partnership ("FRP"), a
Delaware limited partnership organized in 1986, participates in one of the
largest and lowest cost phosphate fertilizer producers in the world through
its joint venture interest in IMC-Agrico Company, a Delaware general
partnership ("IMC-Agrico"). IMC-Agrico's business includes the mining and
sale of phosphate rock, the production, distribution and sale of phosphate
fertilizers, and the extraction of uranium oxide from phosphoric acid. FRP's
business also includes exploration for and mining, transportation and sale of
sulphur, and the development and production of oil reserves at Main Pass Block
299 ("Main Pass"), offshore Louisiana in the Gulf of Mexico. For information
with respect to industry segments, including export sales and major customers,
reference is made to Note 8 to the financial statements of FRP referred to on
page F-1 hereof (the "FRP Financial Statements").
On July 1, 1993, FRP and IMC Fertilizer, Inc. ("IMC")
contributed their respective phosphate fertilizer businesses, including the
mining and sale of phosphate rock and the production, distribution and sale
of phosphate chemicals, uranium oxide and related products, to IMC-Agrico.
As a result of the formation of IMC-Agrico, FRP expects that it and IMC
together will be able to achieve by the middle of 1995 at least $95 million
per year of savings in aggregate production costs and selling,
administrative and general expenses. In addition, FRP believes that the
location of several of the IMC-Agrico manufacturing and storage facilities
on the Mississippi River gives IMC-Agrico a competitive advantage over
other fertilizer producers in transporting fertilizers to the U.S.
farmbelt.
FRP has completed development of the Main Pass sulphur and oil
reserves which it discovered in 1988 and in which it has a 58.3% interest.
Sulphur production at minimal levels began during the second quarter of
1992. Sulphur production achieved full design operating rates of 5,500
long tons per day (approximately 2 million long tons per year) on schedule
in December 1993, and has since sustained production at or above that
level. (See "Sulphur Business - Production" under "Agricultural Minerals"
below.) Oil production commenced in the fourth quarter of 1991 and
averaged approximately 19,400 barrels per day during 1993. (See "Oil"
below.)
The Managing General Partners and the Special General Partners of
FRP are Freeport-McMoRan Inc. ("FTX"*) and FMRP Inc. ("FMRP"), a wholly
owned subsidiary of FTX. The current capitalization of FRP consists of an
aggregate 1% basic general partnership interest (the "FRP Basic Interest"),
units of limited partnership interest ("FRP Units") of which a portion is
deposited with Mellon Bank, N.A., as depositary units ("FRP Depositary
Units"), and additional units of general partnership interest ("FRP Unit
Equivalents"). FRP Depositary Units are listed and publicly traded on the
New York Stock Exchange ("NYSE"). Unless otherwise indicated, FRP Units,
FRP Depositary Units and FRP Unit Equivalents are sometimes hereinafter
referred to, individually and collectively, as "Partnership Units".
Including the FRP Basic Interest, FTX and FMRP, as of March 10,
1994, held Partnership Units representing an approximate 51.31% interest in
FRP, with the remaining interest being publicly owned and traded on the
NYSE. The public unitholders are entitled, through the cash distribution
for the fourth quarter of 1996, to receive minimum quarterly distributions
prior to any distribution on the partnership units held by FTX and FMRP.
Prior to the completion of Main Pass, FRP pursued a policy of funding the
cash distribution to unitholders from asset sales and borrowings under its
Credit Agreement, in addition to distributable cash from operations.
However, with the completion of the Main Pass development, FRP no longer
intends to supplement distributable cash with borrowings. For additional
information with respect to FRP distributions, reference is made to Note 3
to the FRP Financial Statements.
Fertiberia, S.L. ("Fertiberia"), a Spanish corporation, is the
successor through bankruptcy - reorganization proceedings to the
reorganized phosphate and nitrogen fertilizer businesses of FESA
Fertilizantes Espanoles, S.A. ("FESA"), formerly the principal
manufacturer of chemical fertilizers in Spain. On September 28, 1993
Freeport-McMoRan Management Services, S.A. ("FMMS"), an affiliate of FRP,
entered into a Management Agreement with Fertiberia pursuant to which FMMS
agreed to direct the management of all phases of Fertiberia's fertilizer
business for a one-year period in return for reimbursement of FMMS's costs.
FRP also entered into an Investment Agreement with FESA, whereby if FRP
determines during the same one-year period that Fertiberia is financially
viable and able to generate an adequate return to shareholders, FRP will
make an equity investment in Fertiberia and acquire a controlling interest
in Fertiberia. The terms of the investment will be negotiated by FRP and
FESA. If FRP determines that Fertiberia is not viable, it will have no
further obligation with respect to Fertiberia.
MANAGEMENT
As provided in the FRP partnership agreement, limited partners
may not take part in the management of FRP. FTX, as Administrative
Managing General Partner, exercises all management powers over the business
and affairs of FRP.
FRP does not have directors. Instead, directors and officers of
FTX, along with FRP's officers, perform all FRP management functions and
carry out the activities of FRP. Such officers of FRP continue to be
employees or officers of FTX or its subsidiaries, but, subject to certain
exceptions, are employed principally for the operation of FRP's businesses.
Pursuant to the FRP partnership agreement, FTX also furnishes general
executive, administrative, financial, accounting, legal, environmental,
tax, research and development, sales and certain other services to FRP and
is reimbursed by FRP for all direct and indirect costs in connection
therewith. FTX and FMRP Inc. do not receive any compensation as general
partners of FRP. For additional information with respect to management,
reference is made to Note 6 to the FRP Financial Statements.
AGRICULTURAL MINERALS
FRP's agricultural minerals segment consists of FRP's interest in
the IMC-Agrico fertilizer business and FRP's sulphur business.
Fertilizer Business
IMC-Agrico Company
On July 1, 1993, FRP and IMC contributed their respective
phosphate fertilizer businesses, including the mining and sale of phosphate
rock and the production, distribution and sale of phosphate chemicals,
uranium oxide and related products, to IMC-Agrico. At the time, FRP and
IMC were among the largest integrated phosphate fertilizer producers in the
world and both were among the lowest cost producers. As a result of the
formation of IMC-Agrico, FRP expects that it and IMC together will be able
to achieve by the middle of 1995 at least $95 million per year of savings
in aggregate production costs and selling, administrative and general
expenses. Under the IMC-Agrico Partnership Agreement (the "Partnership
Agreement"), IMC-Agrico will distribute quarterly to the Partners
Distributable Cash, as defined in the Partnership Agreement, based on
sharing ratios that vary from year to year for the first five fiscal years
ending June 30, 1998, and are based on the parties' initial projections of
their respective contributions to the cash flow of IMC-Agrico and on an
equal sharing of the anticipated synergistic savings. For further
information, see Note 2 to the FRP Financial Statements.
IMC holds its interest in IMC-Agrico through a special purpose
Delaware corporation (the "IMC Partner"), and FRP holds its interest in
IMC-Agrico through a special purpose Delaware limited partnership (the "FRP
Partner"). The managing partner of IMC-Agrico is a Delaware corporation
which is jointly owned by the IMC Partner and the FRP Partner, but as to
which the IMC Partner has the right to elect a majority of the directors in
the absence of a Material Breach Event, as defined in the Partnership
Agreement. IMC-Agrico is governed by a policy committee (the "Policy
Committee") with equal representation from the IMC Partner and the FRP
Partner, which establishes policies relating to the strategic direction of
IMC-Agrico and assures that such policies are implemented. The Policy
Committee has the sole authority to make certain Major Decisions, as
defined in the Partnership Agreement, including the creation of major
indebtedness, major acquisitions and dispositions, and approval of budgets,
subject to the authority of the Chief Executive Officers of the FRP Partner
and the IMC Partner to resolve disputes.
Phosphate Rock
IMC-Agrico mines phosphate rock in Florida for both internal
production of phosphoric acid at plants in Florida and Louisiana and
phosphate rock sales to external customers under long-term contracts and in
the spot market. The rock is reacted with sulphuric acid, produced in part
from sulphur from Main Pass, to provide phosphoric acid which is then
further processed at IMC-Agrico's fertilizer plants. IMC-Agrico's annual
phosphate rock capacity is approximately 31.5 million tons per year and
accounts for approximately 55% of U.S. phosphate rock capacity and 15% of
world capacity. The phosphate rock mines contributed by FRP and IMC to
IMC-Agrico produced 22.3 million tons of phosphate rock in fiscal year
ended June 30, 1993 compared to a total production by U.S. phosphate mines
of 45.1 million tons of phosphate rock.
IMC-Agrico's phosphate mining operations and production plants
are located in Polk, Hillsborough, Hardee and Manatee Counties in central
Florida. Production has been at less than full capacity because of reduced
demand and actions to control inventory. IMC-Agrico's Kingsford mine was
idled in May 1993 due to weak market conditions. In February 1994, IMC-
Agrico restarted Kingsford in order to meet product grade specifications of
existing phosphate rock supply contracts. In July 1993, IMC-Agrico had
temporarily reduced phosphate rock mining operations at Four Corners, its
largest mine, in conjunction with its temporary curtailment of diammonium
phosphate ("DAP") production; however, in January 1994, Four Corner mine
increased production in conjunction with the restart of IMC-Agrico's Taft
plant in December 1993. See "Phosphate Chemicals" below. In October 1993,
IMC-Agrico reopened its Clear Springs mine and idled its Payne Creek mine
for operational reasons. IMC-Agrico's results of operations will not be
materially affected by the idling of the Payne Creek phosphate rock mine
because the product previously produced at this mine is being produced at
other mines. IMC-Agrico also leases, under a long-term contract, two
phosphate rock processing plants from Brewster Phosphates. The annual
capacity of these two plants is approximately 5 million tons. Until
recently, one of the two plants was operated for screening pebble products,
while the second plant remains closed indefinitely subject to improved
market conditions.
As of December 31, 1993, FRP, through IMC-Agrico, had proved and
probable reserves of 215.2 million tons, plus an additional 196.1 million
tons of phosphate rock deposits. (Deposits are ore bodies which require
additional economic and mining feasibility studies before they can be
classified as reserves.) For information with respect to FRP's phosphate
rock reserves, reference is made to Note 9 to the FRP Financial Statements.
For information concerning FRP's sales of phosphate rock, see "Selected
Financial and Operating Data" on page 13 of FRP's 1993 Annual Report to
unitholders, which is incorporated herein by reference.
On December 31, 1993, FRP concluded the sale of approximately
3,500 acres of phosphate mining land in Polk County, Florida to Tampa
Electric Company, a public utility, for an aggregate purchase price of
$12.5 million, plus interest from the date of the initial agreement. The
buyer will assume FRP's reclamation obligations on the land, resulting in
substantial savings to FRP. FRP reported a gain of $10.7 million in 1993
related to this sale. This previously mined land is an example of the
conversion of former phosphate mining lands to industrial use. This
transaction is not necessarily indicative of values that may be achieved in
subsequent transactions.
Phosphate Chemicals
IMC-Agrico manufactures fertilizer and related products,
including sulphuric acid, phosphoric acid, granulated phosphates
(principally DAP, monoammonium phosphate ("MAP") and granular triple
superphosphate ("GTSP")), anhydrous ammonia and urea. IMC-Agrico's
fertilizer operations consist of six plants, three in central Florida and
three on the Mississippi River in Louisiana.
IMC-Agrico's plants located in Florida consist of New Wales,
Nichols and South Pierce. The New Wales plant, located near Mulberry,
Florida, has facilities for the production of sulphuric acid, phosphoric
acid, DAP, MAP and GTSP. Currently idled, the Nichols facility, located at
Nichols, Florida, has facilities for the production of sulphuric acid,
phosphoric acid and DAP. Nichols was idled in May 1993 in response to
extremely depressed market conditions. However, in March 1994, due to
improving market conditions, IMC-Agrico announced that it would resume
production at the Nichols facility in May 1994. South Pierce, located at
Bartow, Florida, has facilities for the production of sulphuric acid,
phosphoric acid, GTSP and technical grade DAP and MAP for industrial uses.
IMC-Agrico's Faustina, Uncle Sam and Taft plants are located in
Louisiana. The Faustina plant, located at Donaldsonville, Louisiana, has
facilities for the production of anhydrous ammonia, urea, sulphuric acid,
phosphoric acid, DAP and MAP. The Uncle Sam plant, located at Uncle Sam,
Louisiana, has facilities for the production of sulphuric acid and
phosphoric acid. The Taft plant, located at Taft, Louisiana, has
facilities for the manufacture of DAP and MAP. The Taft plant, idled in
July 1993, was restarted in December 1993.
IMC-Agrico's plants have an estimated annual sustainable capacity
to produce 530,000 tons of anhydrous ammonia, 260,000 tons of urea,
approximately 10.4 million tons of sulphuric acid, and approximately 8.2
million tons of granulated phosphates. IMC-Agrico's phosphoric acid
capacity is approximately 4.0 million tons of contained P205*,
approximately 32% of U.S. production capacity and 11% of world capacity.
With significant production curtailments in 1993, IMC-Agrico and the assets
contributed to IMC-Agrico by the Company and IMC produced approximately 8.5
million tons of sulphuric acid, 3.3 million tons of phosphoric acid, and
6.4 million tons of granulated phosphates.
Phosphate rock, sulphur and ammonia are the three principal raw
materials used in the production of phosphate chemicals. Phosphate rock is
supplied by IMC-Agrico's Florida mines. FRP and IMC both have interests in
a joint venture which began mining sulphur reserves at Main Pass in April
1992. FRP continues to operate the Main Pass joint venture through
Freeport Sulphur Company ("FSC"), its sulphur division. FRP and IMC
entered into an agreement to supply IMC-Agrico with its sulphur
requirements. FRP supplies its share of the requirements through FSC. IMC
supplies its share of the requirements through its share of Main Pass
production and purchases from third parties. IMC-Agrico's ammonia needs
are fulfilled primarily by third party domestic suppliers under long-term
contracts and by internal production at its Faustina plant.
_____________
* P205 is an industry term indicating a product's phosphate content
measured chemically in units of phosphorous pentoxide.
Marketing
Since July 1, 1993, all fertilizer marketing functions for FRP
have been handled by IMC on behalf of IMC-Agrico. IMC-Agrico markets
products throughout the eastern two-thirds of the United States in the
domestic market and, primarily through the American Phosphate Export
Association ("Amphos"), a Webb-Pomerene association, overseas. Phoschem
and Phosrock, the primary units of Amphos, market phosphate chemical
fertilizers and phosphate rock, respectively, for IMC-Agrico and two U.S.
firms.
Since the formation of IMC-Agrico, IMC-Agrico had used
approximately 54% of its phosphate rock shipments at its plants in Florida
and Louisiana, with most of the balance being sold in the domestic market.
Approximately 53% of IMC-Agrico's granulated phosphate fertilizer shipments
in 1993 were sold in the domestic market, with the balance sold abroad.
Although phosphate fertilizer sales are fairly constant from
month to month, the largest sales periods occur prior to the fall and
spring planting of agricultural crops. Historically, domestic sales taper
off after the spring planting season but this drop in domestic sales occurs
at a time when major international buyers purchase product for mid-year
delivery.
World phosphate prices declined to a nearly 20 year low during
mid-1993, due to a number of factors, including a significant decline in
import demand by China, a sharp increase in U.S. producer held stocks of
finished phosphate fertilizers to record levels, intense competition in
offshore markets traditionally served by U.S. producers, particularly MAP
from the former Soviet Union, unsettled import policies in other key
overseas markets such as India and continued lower demand in Europe. As a
result, FRP's results in 1992 and 1993 have been adversely affected. FRP
believes that the price outlook for phosphate fertilizers has improved
substantially based in part on a return by China to the marketplace at more
traditional volume levels, a significant reduction in the stocks of
finished phosphate materials held by producers (in spite of a moderate
improvement in operating rates) and an improved domestic demand outlook for
this coming spring season due to last year's poor harvest caused by the
widespread flooding in the Midwest.
Uranium
The phosphate rock used in the production of phosphoric acid
contains small amounts of uranium. At its uranium extraction facilities,
IMC-Agrico extracts and processes uranium oxide ("yellowcake") as a by-
product of phosphoric acid. Production of yellowcake is dependent on the
quantity and uranium content of phosphoric acid produced by its host
plants. Yellowcake, after further processing, is used as a fuel by
electric utilities. Although IMC-Agrico has the capacity to extract
uranium oxide at several phosphoric acid plants, production has been
suspended at certain of the plants because of the depressed market price of
uranium oxide, and, at present, uranium does not significantly contribute
to IMC-Agrico's revenues.
Operating and Environmental Hazards
The production of fertilizers involves the handling of chemicals,
some of which may have the potential, if released in sufficient quantities,
to expose IMC-Agrico to certain liabilities. However, IMC-Agrico has a
program in place to minimize the potential for such releases. FRP, through
FTX, and IMC-Agrico carry insurance for certain of these risks, and
management believes that the types and limits of such insurance coverages
are adequate and consistent with prudent business practices.
Sulphur Business
FRP, through FSC, is involved in the exploration for and mining,
purchase, transportation, terminaling and sale of sulphur. Most of FRP's
sulphur assets are located in the Gulf of Mexico offshore Louisiana.
Production
During 1993, FRP produced sulphur from its Caminada and Main Pass
sulphur mines located in federal waters in the Gulf of Mexico. The
Caminada and Main Pass mines utilize the Frasch Mining process, which
involves the drilling of wells and the injection of superheated water into
the underground sulphur deposit to melt the solid sulphur, which is then
brought to the surface in liquid form. FRP has been using the Frasch
process for over 80 years. FRP has also developed technology which allows
it to use sea water in the Frasch process. FRP is not aware of any other
company that has developed Frasch sulphur mines using superheated sea
water. For additional information with respect to FRP's sales, reference
is made to "Selected Financial and Operating Data" appearing on page 13 of
FRP's 1993 Annual Report to unitholders, which is incorporated herein by
reference.
Main Pass, discovered by FRP in 1988, currently has the highest
production rate of any sulphur mine in the world and the largest existing
Frasch sulphur reserve in North America. The Main Pass offshore complex,
more than a mile in length, is one of the largest structures of its type in
the world and the largest in the Gulf of Mexico. The Main Pass mine, which
began initial production at minimal levels in the second quarter of 1992,
is estimated to contain proved recoverable sulphur reserves totaling 66.2
million long tons (38.6 million long tons net to FRP) at December 31, 1993.
The mine is owned 58.3% by FRP, 25% by IMC and 16.7% by Homestake Sulphur
Company ("Homestake"). The development and production of the Main Pass
reserves are being conducted by FTX, through FSC, on behalf of FRP, as
operator of the Main Pass joint venture, pursuant to a management services
agreement. At Main Pass, sulphur production reached design production
capacity of 5,500 long tons per day (approximately 2 million long tons per
year) on schedule in December 1993 and has since sustained production at or
above that level. Main Pass is subject to a 12.5% federal royalty based on
net mine revenues.
Because of the significant improvements in Main Pass sulphur
production, declining production rates at Caminada and falling sulphur
prices, the marginally profitable Caminada operation ceased in January
1994. The shutdown of Caminada will have no significant impact on FRP's
reported earnings.
The primary fuel source at Main Pass is natural gas. A contract
with an initial term of 20 years has been executed for the purchase of
natural gas at market based prices.
FRP currently supplements its sulphur production by purchasing
from third party sources. A significant quantity of this sulphur is
purchased from companies which recover sulphur in the production of oil and
natural gas and the refining of petroleum products.
For information with respect to FRP's sulphur reserves, reference
is made to Note 9 to the FRP Financial Statements.
Marketing
The sulphur produced by FRP is transported by barge to its
storage, handling and shipping facilities located at Port Sulphur,
Louisiana, where recovered sulphur purchased from others or transported for
others may also be received. Sulphur is transported from Port Sulphur by
barge to IMC-Agrico and customer plants on the Mississippi River and by
tanker to FRP's terminal at Tampa, Florida. Similar facilities at
Pensacola, Florida, and Galveston, Texas, are used for storage, handling
and shipping of sulphur purchased from others or transported for others.
FRP also processes and transports for a fee both IMC's and Homestake's
share of Main Pass sulphur and serves as marketing agent for Homestake.
FRP's sulphur is used in the manufacture of sulphuric acid,
which, in turn, is primarily used to produce phosphoric acid, the basic
material for the production of phosphate fertilizers. The phosphate
fertilizer industry, including the IMC-Agrico phosphate facilities,
accounts for approximately 92% of FRP's total sulphur sales. A small
number of companies consume a large portion of the total sulphur consumed
in the United States. Substantially all of the sulphur sold by FRP is
supplied under contracts having a term of one to three years. FRP also had
foreign sales of 12,800 tons and 13,400 tons of sulphur during 1992 and
1993, respectively. FRP has entered into a long-term contract to supply
IMC-Agrico Company with sulphur. For additional information with respect
to FRP's sales of sulphur, reference is made to "Selected Financial and
Operating Data" appearing on page 13 of FRP's 1993 Annual Report to
unitholders.
Globally, approximately 60% of annual sulphur demand arises from
the production of phosphate fertilizers. Many of the same factors which
have adversely impacted global fertilizer demand have caused sulphur demand
to decline for the past five years. Despite a decline in mined sources of
sulphur, global inventories increased in 1993 due to a large increase in
vatting in western Canada. The Company believes, however, that sales
agreements in place with IMC-Agrico and other customers give it significant
insulation against a potential market surplus. Sulphur prices at Tampa,
the principal market for the Company's sulphur, fell to under $55 per long
ton at the end of 1993 compared to $140 per long ton in early 1991.
Exploration
Currently, FRP has interests in three other sulphur leases in the
Gulf of Mexico which expire in 1998. In 1993, FRP elected not to drill
three offshore leases which were subsequently allowed to expire. In
addition, FRP has evaluated the results of its exploration efforts in Egypt
located in the North Sinai Desert. This location is estimated to contain
10.1 million long tons of sulphur. FRP does not plan to develop this
project in the immediate future but will retain its concession by
performing minimal maintenance activities.
OIL
The Main Pass project also contains oil* reserves associated with
the same caprock reservoir at Main Pass as the sulphur reserves. The
development and production of these Main Pass reserves are being conducted
by FTX on behalf of FRP, as operator of the joint venture, pursuant to a
management services agreement. As of December 31, 1993, FRP estimates that
remaining proved recoverable oil reserves at Main Pass are 20.8 million
barrels (10.0 million barrels net to FRP). FRP is engaged in oil
operations only at Main Pass and does not currently intend to pursue oil
operations that are not related to Main Pass.
For information relating to estimates of FRP's net interests in
proved oil reserves as of December 31, 1993, and for supplementary
information relating to estimates of discounted future net cash flows from
proved oil reserves, and changes in such estimates, reference is made to
Note 9 to the FRP Financial Statements. No favorable or adverse event or
major discovery has occurred since December 31, 1993, that FRP believes
would cause a significant change in estimated proved reserves.
Production and Marketing Conditions
Since completion of development drilling in mid-April 1993, oil
production for the Main Pass joint venture has increased significantly and
averaged over 20,000 barrels of oil per day ("BOPD") for December 1993.
Because of the complexities of producing sour crude in an offshore
environment, periodic curtailments down to 5,500 BOPD may be required to
perform maintenance repairs. The Company's share of oil production was
approximately 3.4 million barrels for 1993. Production in 1994 is expected
to approximate that of 1993, with the anticipated drilling of additional
wells expected to offset a production decline in existing wells in 1994.
Production is expected to decline thereafter. For information concerning
FRP's sales during the year ended December 31, 1993, reference is made to
"Selected Financial and Operating Data" appearing on page 13 of FRP's 1993
Annual Report to unitholders, incorporated herein by reference. For
information concerning the interaction between concurrent oil and sulphur
production, see "Sulphur Business" above.
_________
* As used in this portion of the report, "oil" refers to crude oil,
condensate and natural gas liquids.
Oil prices have historically exhibited, and can be expected to
continue to exhibit, volatility as a result of such factors as political
uncertainty in the Middle East, actions of the Organization of Petroleum
Exporting Countries and changes in worldwide weather and economic
conditions. Main Pass oil contains sulphur and is generally heavier than
other Gulf Coast crude oils. As a result, it sells at a discount relative
to Gulf Coast crude oils containing less sulphur and to lighter grade crude
oils.
Acreage
FRP's interest in Main Pass, in federal waters offshore
Louisiana, constitutes the only oil property owned by FRP. The property
consists of 1,125 gross acres (656 acres net to FRP) and is fully developed
within the meaning of governmental reporting requirements.
FRP possesses a leasehold interest in its Main Pass oil property
which is maintained by production and will remain in effect until
production and drilling and development operations cease. FRP believes
that the lease terms are sufficient to allow for reasonable development of
the reserves.
Operating Hazards
FRP's oil activities are subject to all of the risks normally
incident to the development and production of sour oil, including blowouts,
cratering and fires, each of which could result in injury to personnel
and/or damage to property. Additionally, offshore operations are subject
to marine perils, including hurricanes and other adverse weather
conditions. FRP, through FTX, carries insurance for certain of these
risks, and management believes that the types and limits of such insurance
coverages are adequate and consistent with prudent business practices.
Government Regulation
Domestic oil operations are subject to extensive state and
federal regulation. Compliance is often burdensome, and failure to comply
carries substantial penalties. The heavy and increasing regulatory burden
on the oil industry increases the cost of doing business and, consequently,
affects profitability.
Federal laws and regulations impose liability upon the lessee
under a federal lease for the cost of cleanup of pollution resulting from a
lessee's operations, and such lessee could be subject to liability for
pollution damages. A serious incident of pollution may also result in a
requirement to suspend or cease operations in the particular area. FRP,
through FTX, carries insurance against some, but not all, of these risks.
For further information with respect to environmental risks and FRP's
responses thereto, see "Environmental Matters" below.
GEOTHERMAL
In April 1993, FRP sold its remaining interests in producing
geothermal properties for $63.5 million to Calpine Corporation, consisting
of $23 million in cash and interest-bearing notes totaling $40.5 million,
recognizing a $31 million charge to expense and recording a $9 million
charge for impairment of its undeveloped geothermal properties. These
notes provided that the entire principal amount could be repaid at a
discount according to a specified schedule. FRP received a prepayment of
$36.9 million including accrued interest, in February 1994, which
represented full payment on these notes.
In 1993 FRP sold its undeveloped geothermal energy assets located
in the Salton Sea area of the Imperial Valley of southern California to
Magma Power Company, and certain of its affiliates, for consideration
consisting of a current cash payment and the right to future payments based
on the development of geothermal projects on its former leases. FRP still
retains its undeveloped geothermal energy assets located in the Medicine
Lake area of northern California.
COMPETITION
The fertilizer and phosphate rock mining industries are highly
competitive. In this global business, IMC-Agrico faces stiff competition
from overseas producers, most of which are state supported, especially
those in North Africa, and most recently those in the former Soviet Union.
In the United States, IMC-Agrico competes against a number of major
phosphate fertilizer producers, including large cooperatives. FRP, through
IMC-Agrico, is one of the largest and lowest cost producers of phosphate
rock and the largest integrated producer of phosphate fertilizers in the
world. FRP's significant phosphate rock and sulphur reserves and
production, through IMC-Agrico and FSC, substantially reduce the
sensitivity of its phosphate fertilizer costs to changes in raw material
prices. The strategic location of fertilizer operations on the Mississippi
River system reduces transportation costs for finished products sold in the
Midwest farmbelt. FRP believes that its internal production of raw
materials, through FSC and IMC-Agrico, and the strategic location of
IMC-Agrico's operations provide it with a competitive advantage over other
United States based producers. Nevertheless, world phosphate fertilizer
prices declined to a nearly 20-year low during mid-1993, due to a number of
factors, including a significant decline in import demand by China, a sharp
increase in U.S. producer held stocks of finished phosphate fertilizers to
record levels, intense competition in offshore markets traditionally served
by U.S. producers, particularly MAP from the former Soviet Union, unsettled
import policies in other key overseas markets such as India and continued
lower demand in Europe. As a result, FRP's results in 1992 and 1993 have
been adversely affected. FRP believes that the price outlook for phosphate
fertilizers has improved substantially based in part on a return by China
to the marketplace at more traditional volume levels, a significant
reduction in the stocks of finished phosphate materials held by producers
(in spite of a moderate improvement in operating rates) and an improved
domestic demand outlook for this coming spring season due to last year's
poor harvest caused by the widespread flooding in the Midwest.
In 1993, three companies operating domestic Frasch sulphur mines
accounted for approximately 18% of total domestic consumption of sulphur in
all forms. Domestic recovered sulphur, produced by more than 50 companies
at more than 130 refineries and gas treatment plants, supplied
approximately 55%, while imported sulphur, primarily from Canada and
Mexico, accounted for approximately 15% of domestic sulphur consumption.
The remaining 12% of domestic sulphur consumption was met in the form of
sulphuric acid produced in metals smelting operations and from imported
sulphuric acid. FRP's production of sulphur accounts for approximately 12%
of domestic and 4% of world elemental sulphur production for the year ended
December 31, 1993. With the achievement of full operations at Main Pass at
the end of 1993, FRP became the largest Frasch sulphur producer in the
world.
A large number of companies and individuals are engaged in the
development and production of oil. Many of these companies possess
financial resources equal to or greater than those of FRP.
RESEARCH AND DEVELOPMENT
In February 1993, FTX outsourced its corporate engineering,
research and development, corporate environmental and corporate safety
functions and, to that end, contracted with a new company initially owned
and staffed by former employees of FTX, Crescent Technology, Inc.
("Crescent"), that furnishes similar services to FTX. Crescent owns and
operates laboratory and pilot plant facilities at Belle Chasse, Louisiana,
where mineral analyses, metallurgical work and other research and testing
are conducted which contribute to FTX's commercial operations, including
those of FRP. Additionally, Crescent maintains engineering and mine
development groups in New Orleans, Louisiana, which provide the
engineering, design and construction supervision activities required to
implement new ventures and apply improvements to existing operations of
FRP.
ENVIRONMENTAL MATTERS
FTX and FRP have a history of commitment to environmental
responsibility. Since the 1940s, long before the general public recognized
the importance of maintaining environmental quality, FTX has conducted
preoperational, bioassay, marine ecological and other environmental surveys
to ensure the environmental compatibility of its operations. FTX's
Environmental Policy commits its operations to full compliance with
applicable laws and regulations. FTX has contracted with Crescent to
develop and implement corporatewide environmental programs that include the
activities of FRP and to study and implement methods to reduce discharges
and emissions. For information concerning the outsourcing of certain of
FTX's functions to Crescent, see "Research and Development" above.
FRP's operations are subject to federal, state and local laws and
regulations relating to the protection of the environment. Exploration,
mining, development and production of natural resources, and the chemical
processing operations of IMC-Agrico, like similar operations of other
companies, may affect the environment. Moreover, such operations may
involve the extraction, handling, production, processing, treatment,
storage, transportation and disposal of materials and waste products which,
under certain conditions, may be toxic or hazardous and expressly regulated
under environmental laws. Present and future environmental laws and
regulations applicable to the operations of FRP or IMC-Agrico may require
substantial capital expenditures or affect their operations in other ways
that cannot now be accurately predicted.
FRP has made, and continues to make, expenditures at its
operations for protection of the environment. In 1992, at a cost of $35.7
million, FRP completed the replacement of two sulphuric acid production
units at an existing fertilizer plant thereby substantially reducing air
emissions and increasing plant efficiency. As successor to FRP, IMC-Agrico
completed at the end of 1993, at a cost of $27 million, an innovative
drainage and cover plan for phosphogypsum storage areas in Louisiana to
substantially reduce substances in wastewater discharged from its
fertilizer operations. Future operations of this kind are projected to
require additional investments of $30 million between 1994 and 2004.
Continued government and public emphasis on environmental matters
can be expected to result in increased future investments for environmental
controls. On analyzing its operations and those of IMC-Agrico in relation
to current and anticipated environmental requirements, FRP does not expect
that these investments will have a significant impact on its future
operations or financial condition. For additional information concerning
environmental matters, reference is made to the information set forth
in Item 7 below.
Item 3. Legal Proceedings.
-----------------
Although FRP may be from time to time involved in various legal
proceedings of a character normally incident to the ordinary course of its
businesses, FRP believes that potential liability in any such pending or
threatened proceedings would not have a material adverse effect on the
financial condition or results of operations of FRP. FRP, through FTX,
maintains liability insurance to cover some, but not all, potential
liabilities normally incident to the ordinary course of its businesses as
well as other insurance coverages customary in its businesses, with such
coverage limits as management deems prudent.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
-------------------------------------------------
The information set forth under the captions "FRP Units" and
"Cash Distributions", on the inside back cover of FRP's 1993 Annual Report
to unitholders is incorporated herein by reference. As of March 10, 1994,
there were approximately 18,606 record holders of FRP Units.
Item 6. Selected Financial Data.
-----------------------
The information set forth under the caption "Selected Financial
and Operating Data" on page 13 of FRP's 1993 Annual Report to unitholders
is incorporated herein by reference.
FRP's ratio of earnings to fixed charges for each of the years
1989 through 1993, inclusive, was 4.8x, 16.5x, 4.4x, 1.0x and a shortfall
of $233.5 million, respectively. For purposes of this calculation,
earnings are income from continuing operations before fixed charges. Fixed
charges are interest and that portion of rent deemed representative of
interest.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
-----------------------------------------------------------
IMC-AGRICO COMPANY
Freeport-McMoRan Resource Partners, Limited Partnership (FRP) and IMC
Fertilizer, Inc. (IMC) formed a joint venture (IMC-Agrico Company),
effective July 1, 1993, for their respective phosphate fertilizer
businesses, including phosphate rock and uranium. IMC-Agrico Company is
governed by a policy committee having equal representation from each
company and is managed by IMC. Combined annual savings of at least $95
million in production, marketing, and general and administrative costs are
expected to result from this transaction, the full effect beginning by the
end of the second year of operations. The operating efficiencies
achievable by the joint venture should enable it to generate positive cash
flow in a low-price environment, such as that experienced in 1993, and to
be in a position to earn significant profits if product prices rise to
historical levels. As discussed below and in Note 4 to the financial
statements, significant restructuring charges were recorded in connection
with this transaction.
As a result of the joint venture, FRP is engaged in the phosphate rock
mining, fertilizer production, and uranium oxide extraction businesses only
through IMC-Agrico Company. FRP will continue to operate its sulphur and
oil businesses. FRP has varying sharing ratios in IMC-Agrico Company, as
discussed in Note 2 to the financial statements, which were based on the
projected contributions of FRP and IMC to the cash flow of the joint
venture and on an equal sharing of the anticipated savings.
FRP transferred the assets it contributed to IMC-Agrico Company at
their book carrying cost and proportionately consolidates its interest in
IMC-Agrico Company. As a result, FRP's operating results subsequent to the
formation of IMC-Agrico Company vary significantly in certain respects from
those previously reported. Phosphate fertilizer realizations and unit
production costs were fundamentally changed as the majority of the FRP
contributed fertilizer production facilities are located on the Mississippi
River, whereas the IMC contributed fertilizer production facilities are
located in Florida. Fertilizer produced on the Mississippi River commands
a higher sales price in the domestic market because of its proximity to
markets; however, raw material transportation costs at the Florida
facilities are lower for phosphate rock, partially offset by increased
sulphur transportation costs.
1993 RESULTS OF OPERATIONS COMPARED WITH 1992
After discussions with the staff of the Securities and Exchange Commission
(SEC), FRP is reclassifying certain expenses and accruals previously
recorded in 1993 as restructuring and valuation of assets. In response to
inquiries, FRP advised the SEC staff that $3.2
million originally reported as restructuring and valuation of assets
represented the cumulative effect of changes in accounting principle
resulting from the adoption of the new accounting policies that FRP
considered preferable, as described in Note 1 to the financial statements.
FRP also informed the SEC staff of the components of other charges
included in the amount originally reported as restructuring and valuation
of assets. FRP concluded that the reclassification and the related
supplemental disclosures more accurately reflect the nature of these
charges to 1993 net income in accordance with generally accepted accounting
principles. These reclassifications had no impact on net income or net
income per share.
FRP incurred a net loss of $246.1 million ($2.37 per unit) for 1993
compared with net income of $20.2 million ($.20 per unit) for 1992.
Results for 1993 were adversely impacted by charges totaling $197.3 million
($1.90 per unit) related to (a) restructuring the administrative
organization at Freeport-McMoRan Inc. (FTX), the general partner of FRP
(Note 4), (b) asset sales/recoverability charges (Note 4), (c) adjustments
to general and administrative expenses and production and delivery costs
discussed below, and (d) changes in accounting principle, discussed further
in Note 1 to the financial statements. Excluding these items, 1993
earnings were lower reflecting significant decreases in phosphate
fertilizer, phosphate rock, sulphur, and oil revenues, primarily due to
reduced sales volumes and average market prices for these products (see
Selected Financial and Operating Data). Depreciation and amortization
expense declined primarily because of reduced sales volumes. The reduction
in general and administrative expenses reflects the benefits from the 1993
restructuring activities, partially offset by charges resulting from the
restructuring project discussed below. Interest expense increased, as no
interest was capitalized subsequent to the Main Pass sulphur operations
becoming operational for accounting purposes in July 1993.
Restructuring Activities. During the second quarter of 1993, FTX undertook
a restructuring of its administrative organization. This restructuring
represented a major step by FTX to lower its costs of operating and
administering its businesses in response to weak market prices of the
commodities produced by its operating units. As part of this
restructuring, FTX significantly reduced the number of employees engaged in
administrative functions, changed its management information system (MIS)
environment to achieve efficiencies, reduced its needs for office space,
outsourced a number of administrative functions, and implemented other
actions to lower costs. As a result of this restructuring process, which
included the formation of IMC-Agrico Company, the level of FRP's
administrative cost has been reduced substantially over what it would have
been otherwise, which benefit will continue in the future. However, the
restructuring process entailed incurring certain one-time costs by FTX, a
portion of which were allocated to FRP pursuant to its management services
agreement with FTX.
FRP's restructuring costs totaling $33.9 million, including $22.1
million allocated from FTX based on historical allocations, consisting of
the following: $15.5 million for personnel related costs; $7.0 million
relating to excess office space and furniture and fixtures resulting from
the staff reduction; $1.8 million relating to the cost to downsize its
computing and MIS structure; $8.8 million related to costs directly
associated with the formation of IMC-Agrico Company; and $.8 million of
deferred charges relating to FRP's credit facility which was substantially
revised in June 1993. As of December 31, 1993, the remaining accrual for
these restructuring costs totaled $3.1 million.
In connection with the restructuring project, FRP changed its
accounting systems and undertook a detailed review of its accounting
records and valuation of various assets and liabilities. As a result of
this process, FRP recorded charges totaling $24.9 million, comprised of the
following: (a) $10.0 million of production and delivery costs consisting
of $6.3 million for revised estimates of environmental liabilities and $3.7
million primarily for adjustments in converting accounting systems, (b)
$7.6 million of depreciation and amortization costs consisting of $6.5
million for estimated future abandonment and reclamation costs and $1.1
million for the write-down of miscellaneous properties, and (c) $7.3
million of general and administrative expenses consisting of $4.0 million
to downsize FRP's computing and MIS structure and $3.3 million for the
write-off of miscellaneous assets.
Agricultural Minerals Operations
FRP's agricultural minerals segment, which includes its fertilizer,
phosphate rock, and sulphur businesses, reported a loss of $55.9 million on
revenues of $619.3 million for 1993 compared with earnings of $18.0 million
on revenues of $799.0 million for 1992. Significant items impacting the
segment earnings are as follows (in millions):
Agricultural minerals earnings - 1992 $ 18.0
Major increases (decreases)
Sales volumes (67.4)
Realizations (103.2)
Other (9.1)
------
Revenue variance (179.7)
Cost of sales 81.4*
General and administrative and other 24.4*
(73.9)
------
Agricultural minerals earnings - 1993 $(55.9)
======
-------
* Includes $17.5 million in cost of sales and $7.3 million in general and
administrative expenses resulting from the restructuring project discussed
above.
Weak industrywide demand and changes attributable to FRP's
participation in IMC-Agrico Company resulted in FRP's 1993 reported sales
volumes for diammonium phosphate (DAP), its principal fertilizer product,
declining 17 percent from that of a year-ago. The weakness in the
phosphate fertilizer market prompted IMC-Agrico Company to make strategic
curtailments in its phosphate fertilizer production. However, late in the
year increased export purchases contributed to a rise in market prices,
helping to rekindle domestic buying interests which had been unwilling to
make purchase commitments. The increased demand, coupled with low
industrywide production levels, caused reduced inventory levels. Late in
1993, IMC-Agrico Company increased its production levels in response to the
improving markets and projected domestic and international demand for its
fertilizer products. Unit production cost, excluding $17.5 million of
changes related to the restructuring project, declined from 1992 reflecting
initial production efficiencies from the joint venture, reduced raw
material costs for sulphur, and lower phosphate rock mining expenses,
partially offset by increased natural gas costs and lower production
volumes. FRP's realization for DAP was lower reflecting the near 20-year
low prices realized during 1993 as well as an increase in the lower-priced
Florida sales by IMC-Agrico Company.
FRP believes that the outlook for 1994 is for improved prices caused
by more normal market demand. Spot market prices improved from a low of
nearly $100 per short ton of DAP (central Florida) in July 1993 to just
over $140 per ton by year end. Industry inventories at year end were below
average levels, despite a fourth quarter rebound in industry production.
Export demand is expected to remain at more normal levels during the first
half of 1994, with China, India, and Pakistan expected to be active
purchasers. Additionally, domestic phosphate fertilizer demand is expected
to benefit from increased corn acreage planted due to lower government set-
asides and to increased fertilizer application rates necessitated by the
widespread flooding that caused a depletion of nutrients in a number of
midwestern states.
FRP's proportionate share of the larger IMC-Agrico Company phosphate
rock operation caused 1993 sales volumes to increase from 1992, with IMC-
Agrico Company operating its most efficient facilities to minimize costs.
Combined sulphur production from the Caminada and Main Pass mines
increased compared with 1992; however, sales volumes declined 16 percent,
primarily because of reduced purchases by IMC-Agrico Company resulting from
its curtailed fertilizer production. Due to the significant decline in the
market price of sulphur, FRP recorded a second-quarter 1993 noncash charge
to earnings (not included in segment earnings) for the excess of
capitalized cost over expected realization of its non-Main Pass sulphur
assets, primarily the Caminada sulphur mine (Note 4). Due to significant
improvements in Main Pass sulphur production, FRP ceased the marginally
profitable Caminada operations in January 1994. The shutdown of Caminada
will have no material impact on FRP's reported earnings. Although reduced
global demand has forced production cutbacks worldwide, sulphur prices
remain depressed. A rebound in price is not expected until demand
improves.
At Main Pass, sulphur production increased significantly during 1993
and achieved, on schedule, full design operating rates of 5,500 tons per
day (approximately 2 million tons per year) in December 1993 and has since
sustained production at or above that level. As a result of the production
increases, Main Pass sulphur became operational for accounting purposes
beginning July 1, 1993. Recognizing Main Pass sulphur operations in income
and discontinuing associated capitalized interest did not affect cash flow,
but adversely affected reported operating results.
Oil Operation
1993 1992
---- ----
Sales (barrels) 3,443,000 4,884,000
Average realized price $14.43 $15.91
Earnings (in millions) $(1.5) $4.6
Since completion of development drilling in mid-April 1993, oil
production for the Main Pass joint venture (in which FRP owns a 58.3
percent interest) increased significantly, averaging over 20,000 barrels
per day for December 1993. Production for 1994 is expected to approximate
that of 1993 if water encroachment follows current trends, with the
anticipated drilling of additional wells (estimated to cost FRP
approximately $4 million) offsetting a production decline in existing
wells. Due to the dramatic decline in oil prices at year-end, FRP recorded
a $60.0 million charge to earnings (not included in segment earnings)
reflecting the excess net book value of its Main Pass oil investment over
the estimated future net cash flow to be received. Future price declines,
increases in costs, or negative reserve revisions could result in an
additional charge to future earnings.
CAPITAL RESOURCES AND LIQUIDITY
Net cash used in operating activities during 1993 was $2.9 million compared
with $120.1 million net cash provided during 1992, due primarily to lower
income from operations. Net cash provided by investing activities was $2.5
million compared with $209.9 million used for 1992, reflecting the reduced
level of capital expenditures (following completion of Main Pass
development expenditures and the cost efficiency program during 1992) and
the proceeds from asset sales. Net cash provided by financing activities
during 1993 was $17.8 million reflecting net borrowings of $139.0 million
partially offset by lower distributions resulting from unpaid distributions
to FTX since early-1992 (discussed below), compared with $93.1 million for
1992 which had a net reduction of borrowings totaling $186.2 million funded
by $430.5 million in proceeds from the public sale of FRP units in February
1992.
Cash flow from operations for 1992 was $120.1 million compared with
$106.5 million for 1991. Net cash used in investing activities declined to
$209.9 million from $346.9 million in 1991, due primarily to reduced
capital expenditures. Net cash provided by financing activities declined
to $93.1 million in 1992 from $243.5 million in 1991, with 1991 including
net borrowings of $421.2 million.
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 (the Preference Period) before any distributions
may be made to FTX. FRP has announced that beginning with the distribution
for the fourth quarter of 1993 it no longer intends to supplement
distributable cash with borrowings. Therefore, FRP's future distributions
will be dependent on the distributions received from IMC-Agrico Company,
which will primarily be determined by prices and sales volumes of its
commodities and cost reductions achieved by its combined operations, and
the future cash flow of FRP's oil and sulphur operations (including
reclamation expenditures related to its non-Main Pass sulphur assets). On
January 21, 1994, FRP declared a distribution of 60 cents per publicly held
unit ($30.3 million) and 12 cents per FTX-owned unit ($6.2 million),
payable February 15, 1994, bringing the total unpaid distribution due FTX
to $239.2 million. Unpaid distributions due FTX will be recoverable from
future FRP cash available for quarterly distributions as discussed in Note
3 to the financial statements. The January 1994 distribution included
$30.9 million received from IMC-Agrico Company for its fourth-quarter 1993
distribution (including $9.3 million from working capital reductions) and
$13.0 million in proceeds from the sale of certain previously mined
phosphate rock acreage.
In September 1993, FTX agreed to manage for one year Fertiberia, S.L.,
the restructured phosphate and nitrogen fertilizer businesses of FESA
Fertilizantos Espanoles, a wholly owned subsidiary of ERCROS, S.A., a
Spanish conglomerate. FTX has assumed no financial obligations during this
period. The goal of the management services agreement is to establish
Fertiberia as a financially viable concern. If financial viability can be
established, FRP has agreed to negotiate the acquisition of a controlling
equity interest in Fertiberia.
In June 1993, FTX amended its credit agreement in which FRP
participates, extending its maturity (Note 5). As of February 1, 1994,
$425.0 million was available under the credit facility. To the extent FTX
and its other subsidiaries incur additional debt, the amount available to
FRP under the credit facility may be reduced. FRP believes that its short-
term cash requirements will be met from internally generated funds and
borrowings under its existing credit facility.
ENVIRONMENTAL
FTX and its affiliates, including FRP, have a history of
commitment to environmental responsibility. Since the 1940s, long before
public attention focused on the importance of maintaining environmental
quality, FTX and its affiliates have conducted preoperational, bioassay,
marine ecological, and other environmental surveys to ensure the
environmental compatibility of its operations. FTX's Environmental Policy
commits FTX and its affiliates' operations to full compliance with local,
state, and federal laws and regulations, and prescribes the use of periodic
environmental audits of all domestic facilities to evaluate compliance
status and communicate that information to management. FTX has access to
environmental specialists who have developed and implemented corporatewide
environmental programs. FTX's operating units, including FRP, continue to
study and implement methods to reduce discharges and emissions.
Federal legislation (sometimes referred to as "Superfund") requires
payments for cleanup of certain abandoned waste disposal sites, even though
such waste disposal activities were performed in compliance with
regulations applicable at the time of disposal. Under the Superfund
legislation, one party may, under certain circumstances, be required to
bear more than its proportional share of cleanup costs at a site where it
has responsibility pursuant to the legislation, if payments cannot be
obtained from other responsible parties. Other legislation mandates
cleanup of certain wastes at unabandoned sites. States also have
regulatory programs that can mandate waste cleanup. Liability under these
laws involves inherent uncertainties.
FRP has received notices from governmental agencies that it is one of
many potentially responsible parties at certain sites under relevant
federal and state environmental laws. Further, FRP is aware of additional
sites for which it may receive such notices in the future. Some of these
sites involve significant cleanup costs; however, at each of these sites
other large and viable companies with equal or larger proportionate shares
are among the potentially responsible parties. The ultimate settlement for
such sites usually occurs several years subsequent to the receipt of
notices identifying potentially responsible parties because of the many
complex technical and financial issues associated with site cleanup. FRP
believes that the aggregation of any costs associated with these potential
liabilities will not exceed amounts accrued and expects that any costs
would be incurred over a period of years.
FRP, through FTX, maintains insurance coverage in amounts deemed
prudent for certain types of damages associated with environmental
liabilities which arise from unexpected and unforeseen events and has an
indemnification agreement covering certain acquired sites (Note 7).
FRP has made, and will continue to make, expenditures at its
operations for protection of the environment. Continued government and
public emphasis on environmental issues can be expected to result in
increased future investments for environmental controls, which will be
charged against income from future operations. Present and future
environmental laws and regulations applicable to FRP's operations may
require substantial capital expenditures and may affect its operations in
other ways that cannot now be accurately predicted.
1992 RESULTS OF OPERATIONS COMPARED WITH 1991
FRP reported 1992 net income of $20.2 million ($.20 per unit) compared with
$15.0 million ($.18 per unit) for 1991, which included an insurance
settlement gain (Note 7) of $17.7 million ($.21 per unit) and a charge of
$96.8 million ($1.16 per unit) to reflect the cumulative effect of the
change in accounting principle for postretirement benefits other than
pensions (Note 6). Excluding the nonrecurring items, income for 1992 was
lower primarily because of reduced agricultural minerals and uranium
earnings, partially offset by profitable Main Pass oil operations.
Revenues were virtually unchanged from 1991 with increases in oil and
phosphate rock revenues partially offsetting a decrease in phosphate
fertilizer revenues. Production and delivery costs as a percent of
revenues declined due to increased oil production, which has lower
production and delivery costs than FRP's other products. Depreciation and
amortization expense rose primarily because of higher oil production, and
general and administrative expenses increased due to the additional effort
and support required by Main Pass. Interest costs of $19.1 million for
1992 and $23.3 million for 1991, associated primarily with Main Pass
development, were capitalized.
Agricultural Minerals Operations
Revenues and earnings for 1992 totaled $799.0 million and $18.0 million
compared with $880.5 million and $78.9 million for 1991, respectively,
reflecting weak market prices for phosphate fertilizers and sulphur.
However, FRP's 1992 average unit production cost for phosphate fertilizers
was lower than during 1991. Significant items impacting the segment
earnings are as follows (in millions):
Agricultural minerals earnings - 1991 $ 78.9
Major increases (decreases)
Sales volumes 27.0
Realizations (107.8)
Other (.7)
------
Revenue variance (81.5)
Cost of sales 41.9
General and administrative and other (21.3)
------
(60.9)
------
Agricultural minerals earnings - 1992 $ 18.0
======
Phosphate fertilizer sales volumes were slightly lower during 1992,
whereas the average realization was 13 percent lower. Phosphate fertilizer
realizations declined steadily throughout 1992 because of curtailed
purchases by China, the largest single fertilizer importer, and supply and
demand uncertainty in Europe, the former Soviet Union, and India. Also
contributing to the decline in prices were lower raw material costs, most
notably for sulphur, as producers in the weakening market passed along
these cost savings to buyers in an attempt to preserve market share. FRP's
phosphate rock and fertilizer facilities operated at or near capacity, with
the 1992 phosphate fertilizer unit production cost averaging 7 percent less
than during 1991 due to reduced raw material costs for sulphur and lower
phosphate rock mining expenses, despite higher natural gas costs. Unit
production cost also benefited during the latter part of 1992 as FRP
completed a $60.0 million capital program to improve efficiency and lower
costs.
Sulphur production and sales volumes for 1992 declined 8 percent and 7
percent, respectively, from 1991 as the Garden Island Bay and Grand Isle
mines ceased production in 1991. However, production increased at the
Caminada mine, which had a significantly lower unit production cost than
either Garden Island Bay or Grand Isle had prior to depletion, resulting in
an average sulphur unit production cost 7 percent lower than during 1991.
FRP's 1992 sulphur realization reflects the price declines which occurred
since mid-1991, as world sulphur markets were burdened by the collapse of
the Soviet Union as well as by a further decline in demand in Western
Europe. During 1992, several Canadian sulphur marketers built inventory
rather than accept depressed prices; however, others intensified their
efforts to sell into the important Tampa, Florida market.
Phosphate rock production and sales benefited from the capacity
expansion completed in mid-1992 at one of FRP's two operated phosphate rock
mines, and also reflect the output from FRP's Central Florida Pebbledale
property, where sales began in July 1991 under a mining agreement with IMC.
Oil Operation
1992 1991
--------- -------
Sales (barrels) 4,884,000 350,800
Average realized price $15.91 $13.34
Earnings (in millions) $4.6 $(.6)
Earnings for Main Pass, which initiated oil production in late 1991,
benefited from FRP's marketing efforts, which alleviated earlier problems
related to its high-sulphur oil, and high average production rates.
______________________________________
The results of operations reported and summarized above are not necessarily
indicative of future operating results.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
The financial statements of FRP, the notes thereto and the report
thereon of Arthur Andersen & Co., appearing on pages 20 through 32
inclusive, of FRP's 1993 Annual Report to unitholders, are incorporated
herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
-----------------------------------------------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
FRP has no directors; instead, the general partners in FRP, FTX
and FMRP Inc., perform comparable functions for FRP. In addition to the
elected executive officers of FRP (the "Elected FRP Executive Officers"),
certain employees of the general partners have management responsibilities
with respect to FRP and are thus deemed by FRP to be executive officers of
FRP (the "Designated FRP Executive Officers") for purposes of the federal
securities laws.
The following table shows, as of March 15, 1994, the names, ages,
positions with the general partners and principal occupations of the
Elected FRP Executive Officers and the Designated FRP Executive Officers
(collectively, the "FRP Executive Officers"):
Name Age Positions and Principal Occupations
---- --- -----------------------------------
Richard C. Adkerson 47 Senior Vice President of FTX.
John G. Amato 50 General Counsel of FRP. General Counsel of FTX.
Director of FMRP Inc.
Richard H. Block 43 Senior Vice President - Fertilizer Operations of
FRP. Senior Vice President of FTX.
R. Foster Duncan 40 Senior Vice President of FRP.
Thomas J. Egan 49 Senior Vice President of FTX.
Robert B. Foster 50 Senior Vice President - Sulphur Operations of
FRP.
Charles W. Goodyear 36 Senior Vice President - Finance and Accounting
and Chief Financial Officer of FRP. Senior Vice
President of FTX. Director of FMRP Inc.
W. Russell King 44 Senior Vice President of FTX.
Rene L. Latiolais 51 President and Chief Executive Officer of FRP.
Director, President, and Chief Operating
Officer of FTX. Director, Chairman of the Board,
and President of FMRP Inc.
George A. Mealey 60 Executive Vice President of FTX. Director,
President, and Chief Executive Officer of
Freeport-McMoRan Copper & Gold Inc., a subsidiary
of FTX.
James R. Moffett 55 Director, Chairman of the Board, and Chief
Executive Officer of FTX.
All of the individuals above, with the exceptions of Messrs.
Adkerson, Amato, Duncan and Goodyear, have served FTX or FRP in various
executive capacities for at least the last five years. Until 1989, Mr.
Adkerson was a partner in Arthur Andersen & Co., an independent public
accounting firm, Mr. Duncan was First Vice President and Manager-Corporate
Finance of Howard Weil Labouisse Friedrichs Incorporated, a brokerage firm,
and Mr. Goodyear was a Vice President of Kidder, Peabody & Co.
Incorporated, an investment banking firm. During the past five years and
prior to that period, Mr. Amato has been engaged in the private practice
of law and has served as outside counsel to FTX and FRP.
All Elected FRP Executive Officers and all officers of FTX serve
at the pleasure of the Board of Directors of FTX. All officers of FMRP
Inc. serve at the pleasure of the Board of Directors of FMRP Inc.
According to (i) the Forms 3 and 4 and any amendments thereto
filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
("Section 16") and furnished to FRP during 1993 by persons subject to
Section 16 at any time during 1993 with respect to securities of FRP ("FRP
Section 16 Insiders"), (ii) the Forms 5 with respect to 1993 and any
amendments thereto filed pursuant to Section 16 and furnished to FRP by FRP
Section 16 Insiders, and (iii) the written representations from certain FRP
Section 16 Insiders that no Form 5 with respect to the securities of FRP
was required to be filed by such FRP Section 16 Insider, respectively, with
respect to 1993, no FRP Section 16 Insider failed to file altogether or
timely any Forms 3, 4, or 5 required by Section 16 with respect to the
securities of FRP or to disclose on such Forms transactions required to be
reported thereon.
Item 11. Executive Compensation.
----------------------
FRP does not employ any of the FRP Executive Officers, nor does
it compensate them for their services. The FRP Executive Officers are
either employed or retained by FTX. The President and Chief Executive
Officer of FRP, Rene L. Latiolais, is employed by FTX. The four most
highly compensated FRP Executive Officers other than Mr. Latiolais are
James R. Moffett, Richard H. Block, Charles W. Goodyear, and W. Russell
King; they are also employed by FTX. The determination as to which FRP
Executive Officers were the most highly compensated was made by reference
to the total annual salary and bonus for 1993 of each of the FRP Executive
Officers employed by FTX that was allocated to FRP by FTX pursuant to the
FRP partnership agreement on the basis of time devoted to FRP activities.
The services of all the FRP Executive Officers and the services
of the other officers of FRP are provided to FRP by FTX under the FRP
partnership agreement. FRP reimburses FTX at FTX's cost, including
allocated overhead, for such services. All the FRP Executive Officers are
compensated exclusively by FTX for their services to FRP. All the FRP
Executive Officers are eligible to participate in certain FTX benefit plans
and programs. The total costs to FTX for the FRP Executive Officers,
including the costs borne by FTX with respect to such plans and programs,
are allocated to FRP, to the extent practicable, in proportion to the time
spent by such FRP Executive Officers on FRP affairs. No other payment is
made by FRP to FTX for providing such compensation and benefit plans and
programs to the FRP Executive Officers.
Reference is made to the information set forth under the caption
"Management" above and to the information set forth in Note 6 to the FRP
Financial Statements.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
-----------------------------------------------
According to information furnished by the person known to FRP to
be a beneficial owner of more than 5% of Partnership Units, the number of
Partnership Units beneficially owned by such person as of December 31,
1993, was as follows:
Number of
Partnership Units Percent
Beneficially of
Name and Address of Person Owned Class
-------------------------- ----------------- -------
Freeport-McMoRan Inc. 52,170,192(a) 50.8
1615 Poydras Street
New Orleans, Louisiana 70112
_________
(a) These Partnership Units consist of 18,582 FRP Depositary Units and
52,151,610 FRP Unit Equivalents. FTX has sole voting and investment
power with respect to such Partnership Units.
The other general partner in FRP, FMRP Inc., did not own
beneficially any Partnership Units as of December 31, 1993.
According to information furnished by each of the Elected FRP
Executive Officers and the Designated FRP Executive Officers (collectively,
the "FRP Executive Officers"), the number of FRP Depositary Units and
shares of FTX common stock ("FTX Shares") beneficially owned by each of
them as of December 31, 1993, was as follows:
Number of Number of
FRP Depositary Units FTX Shares
Name of Individual Beneficially Beneficially
or Identity of Group Owned(a) Owned(a)
-------------------- -------------------- ------------
Richard H. Block 2,184 70,661(b)
Charles W. Goodyear 0 188,597(b)(c)
W. Russell King 990 64,119(b)
Rene L. Latiolais 539(d) 517,590(b)
James R. Moffett 65,439(e) 3,313,162(b)(e)
11 FRP Executive
Officers as a group,
including those
persons named above 76,468(f) 5,033,771(f)
--------
(a) Except as otherwise noted, the individuals referred to have sole
voting and investment power with respect to such FRP Depositary Units
and FTX Shares. With the exception of Mr. Moffett, who beneficially
owns 2.3% of the outstanding FTX Shares, each of the individuals
referred to holds less than 1% of the outstanding FRP Depositary Units
and FTX Shares, respectively.
(b) Includes FTX Shares held by the trustee under the Employee Capital
Accumulation Program of FTX, as follows: Mr. Block, 11,765 FTX Shares;
Mr. Goodyear, 2,113 FTX Shares; Mr. King, 9,510 FTX Shares; Mr.
Latiolais, 15,191 FTX Shares; Mr. Moffett, 21,293 FTX Shares; all FRP
Executive Officers as a group (10 persons), 79,188 FTX Shares. Also
includes FTX Shares that could be acquired within 60 days after December
31, 1993 upon the exercise of options granted pursuant to the employee
stock option plans of FTX, as follows: Mr. Block, 58,896 FTX Shares;
Mr. Goodyear, 186,420 FTX Shares; Mr. King, 19,168 FTX Shares; Mr.
Latiolais, 332,426 FTX Shares; Mr. Moffett, 1,764,434 FTX Shares; all FRP
Executive Officers as a group (11 persons), 3,079,436 FTX Shares.
(c) Includes 64 FTX Shares held in a retirement account for the benefit of
Mr. Goodyear.
(d) Includes 405 FRP Depositary Units held for the benefit of Mr. Latiolais
by the custodian under FRP's Depositary Unit Reinvestment Plan.
(e) Includes a total of 39,600 FRP Depositary Units and 214,648 FTX Shares
held for the benefit of a trust with respect to which Mr. Moffett and an
FRP Executive Officer, as co-trustees of such trust, have sole voting and
investment power but have no beneficial interest therein. Mr. Moffett
and such FRP Executive Officer disclaim beneficial ownership of such FRP
Depositary Units and FTX Shares held for the benefit of such trust.
Includes a total of 25,839 FRP Depositary Units and 85,140 FTX Shares
held for the benefit of two trusts created by Mr. Moffett for the benefit
of his two children, who are adults. An FRP Executive Officer and
another individual, as co-trustees of the two trusts, have sole voting
and investment power with respect to such FRP Depositary Units and FTX
Shares held for the benefit of such trusts but have no beneficial
interest therein. Mr. Moffett and such FRP Executive Officer disclaim
beneficial ownership of such FRP Depositary Units and FTX Shares held for
the benefit of such trusts. Includes a total of 88,000 FTX Shares held
for the benefit of a trust created by Mr. Moffett for the benefit of an
educational fund and his two children, who are adults. An FRP Executive
Officer and another individual, as co-trustees of such trust, have sole
voting and investment power with respect to such FTX Shares held for the
benefit of such trust but have no beneficial interest therein. Mr.
Moffett and such FRP Executive Officer disclaim beneficial ownership of
such FTX Shares held for the benefit of such trust.
(f) See notes (b) through (e) above. Includes 724 FTX Shares that may be
acquired upon the conversion of 6.55% Convertible Subordinated Notes due
January 15, 2001 of FTX ("FTX Notes") held in trust for the benefit of
one of the FRP Executive Officers, 2,682 FTX Shares that may be acquired
upon the conversion of Zero Coupon Convertible Subordinated Debentures
due 2006 of FTX held in trust for the benefit of such FRP Executive
Officer, and 90 FTX Shares that may be acquired upon the conversion of
FTX Notes held in trust for the benefit of the spouse of such FRP
Executive Officer. Includes 6 FRP Depositary Units and 1,516 FTX Shares
held in trust for the benefit of one of the FRP Executive Officers, 92
FTX Shares held in trust for the benefit of the spouse of such FRP
Executive Officer as to which beneficial ownership is disclaimed, and
1,000 FTX Shares held by such FRP Executive Officer as custodian as to
which beneficial ownership is disclaimed. These total numbers of FRP
Depositary Units and FTX Shares represent less than 1% of the outstanding
FRP Depositary Units and approximately 3.5% of the outstanding FTX
Shares, respectively.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
Reference is made to the information set forth under the caption
"Management" above, to the information set forth in Item 11 above and to
the information set forth in Note 6 to the FRP Financial Statements.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
---------------------------------------------------------------
(a)(1), (a)(2), and (d). Financial Statements. Reference is
made to the Index to Financial Statements appearing on page F-1 hereof.
(a)(3) and (c). Exhibits. Reference is made to the Exhibit
Index beginning on page E-1 hereof.
(b). Reports on Form 8-K. No reports on Form 8-K were filed by
the registrant during the fourth quarter of 1993.
SIGNATURES
Pursuant to the requirements of Section 13 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, on
March 29, 1994.
FREEPORT-McMoRan RESOURCE
PARTNERS, LIMITED PARTNERSHIP
By: FREEPORT-McMoRan INC.,
Its Administrative Managing
General Partner
By: /s/ James R. Moffett
----------------------------
James R. Moffett
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on March 29, 1994.
/s/ Rene L. Latiolais President and Chief Executive Officer
----------------------- of Freeport-McMoRan Resource
Rene L. Latiolais Partners, Limited Partnership and
Director of Freeport-McMoRan Inc.
(Principal Executive Officer)
/s/ Charles W. Goodyear Senior Vice President and Chief
----------------------- Financial Officer of Freeport-McMoRan
Charles W. Goodyear Resource Partners, Limited
Partnership
(Principal Financial Officer)
/s/ Nancy D. Bonner Vice President and Controller of
----------------------- Freeport-McMoRan Resource Partners,
Nancy D. Bonner Limited Partnership
(Principal Accounting Officer)
Robert W. Bruce III* Director of Freeport-McMoRan Inc.
Thomas B. Coleman* Director of Freeport-McMoRan Inc.
William H. Cunningham* Director of Freeport-McMoRan Inc.
Robert A. Day* Director of Freeport-McMoRan Inc.
William B. Harrison, Jr.* Director of Freeport-McMoRan Inc.
Henry A. Kissinger* Director of Freeport-McMoRan Inc.
Bobby Lee Lackey* Director of Freeport-McMoRan Inc.
Gabrielle K. McDonald* Director of Freeport-McMoRan Inc.
W. K. McWilliams, Jr.* Director of Freeport-McMoRan Inc.
/s/ James R. Moffett Director, Chairman of the Board
----------------------- and Chief Executive Officer
James R. Moffett of Freeport-McMoRan Inc.
George Putnam* Director of Freeport-McMoRan Inc.
B. M. Rankin, Jr.* Director of Freeport-McMoRan Inc.
Benno C. Schmidt* Director of Freeport-McMoRan Inc.
J. Taylor Wharton* Director of Freeport-McMoRan Inc.
Ward W. Woods, Jr.* Director of Freeport-McMoRan Inc.
*By: /s/ James R. Moffett
-----------------------
James R. Moffett
Attorney-in-Fact
INDEX TO FINANCIAL STATEMENTS
The financial statements of FRP, the notes thereto, and the report
thereon of Arthur Andersen & Co., appearing on pages 20 through 32,
inclusive, of FRP's 1993 Annual Report to unitholders are incorporated by
reference.
The financial statement schedules listed below should be read in
conjunction with such financial statements contained in FRP's 1993 Annual
Report to unitholders.
Page
----
Report of Independent Public Accountants.........................F-1
III-Condensed Financial Information of Registrant................F-2
V-Property, Plant and Equipment..................................F-5
VI-Accumulated Depreciation and Amortization.....................F-6
VIII-Valuation and Qualifying Accounts...........................F-7
X-Supplementary Income Statement Information.....................F-8
Schedules other than those listed above have been omitted, since they
are either not required, not applicable or the required information is
included in the financial statements or notes thereof.
* * *
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing
standards, the financial statements as of December 31, 1993 and 1992 and
for each of the three years in the period ended December 31, 1993 included
in Freeport-McMoRan Resource Partners, Limited Partnership's annual report
to unitholders incorporated by reference in this Form 10-K, and have issued
our report thereon dated January 25, 1994. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index above are the responsibility of the Company's
management and are presented for purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic financial
statements. The schedules for the years ended December 31, 1993, 1992 and
1991 have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen & Co.
-------------------------
Arthur Andersen & Co.
New Orleans, Louisiana,
January 25, 1994
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
December 31,
-------------------
1993 1992
---- ----
(In Thousands)
ASSETS
Current assets:
Cash and short-term investments $ 5,300 $ 7,099
Accounts receivable:
Customers 6,193 50,399
Other 12,811 12,175
Inventories:
Products 31,458 141,216
Materials and supplies 7,877 29,060
Prepaid expenses and other 273 22,214
---------- ----------
Total current assets 63,912 262,163
Property, plant and equipment-net 532,927 1,074,332
Investment in IMC-Agrico Company 483,070 -
Other assets 100,628 157,012
---------- ----------
Total assets $1,180,537 $1,493,507
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities $ 37,175 $ 102,366
Current portion of long-term debt - 1,575
---------- ----------
Total current liabilities 37,175 103,941
Long-term debt, less current portion 475,900 356,563
Reclamation and mine shutdown reserves 58,896 55,152
Accrued postretirement benefits and other liabilities 116,162 118,156
Partners' capital 492,404 859,695
---------- ----------
Total liabilities and partners' capital $1,180,537 $1,493,507
========== ==========
The footnotes contained in FRP's 1993 Annual Report to unitholders are an
integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS
[Download Table]
Years Ended December 31,
----------------------------
1993 1992 1991
---- ---- ----
(In Thousands)
Revenues $ 424,717 $877,058 $885,209
Cost of sales:
Production and delivery 352,194 652,169 691,932
Depreciation and amortization 81,521 119,259 59,502
-------- -------- --------
Total cost of sales 433,715 771,428 751,434
Exploration expenses 3,092 5,814 2,895
Provision for restructuring charges 33,947 - -
Loss on valuation and sale of assets, net 114,802 - -
General and administrative expenses 58,660 79,073 63,684
-------- -------- --------
Total costs and expenses 644,216 856,315 818,013
-------- -------- --------
Operating income (loss) (219,499) 20,743 67,196
Interest expense, net (12,293) (869) (506)
Equity in earnings of IMC-Agrico Company 1,037 - -
Uranium royalties and fees - - 18,452
Gain on insurance settlement - - 17,684
Other income, net 8,344 337 9,013
-------- -------- --------
Income (loss) before changes in accounting principle (222,411) 20,211 111,839
Cumulative effect of changes in accounting principle (23,700) - (96,793)
-------- -------- --------
Net income (loss) $(246,111) $ 20,211 $ 15,046
========= ======== ========
The footnotes contained in FRP's 1993 Annual Report to unitholders are an
integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOW
[Enlarge/Download Table]
Years Ended December 31,
--------------------------
1993 1992 1991
---- ---- ----
(In Thousands)
Cash flow from operating activities:
Net income (loss) $(246,111) $ 20,211 $ 15,046
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Cumulative effect of changes in accounting principle 23,700 - 96,793
Depreciation and amortization 81,521 119,259 59,502
Other noncash charges to income 7,150 - -
Provision for restructuring charges, net of payments 3,143 - -
Loss on valuation and sale of assets, net 114,802 - -
Equity in (earnings) of IMC-Agrico Company (1,037) - -
Gain on insurance settlement - - (17,684)
(Increase) decrease in working capital,
net of effect of acquisitions and dispositions:
Accounts receivable (1,552) 18,317 (2,520)
Inventories (4,750) (9,983) 1,758
Prepaid expenses and other 1,933 (9,995) 37
Accounts payable and accrued liabilities 1,561 (3,011) (21,091)
Reclamation and mine shutdown expenditures (9,980) (18,038) (16,601)
Other 2,935 3,301 (8,732)
-------- -------- --------
Net cash provided by (used in) operating activities (26,685) 120,061 106,508
-------- -------- --------
Cash flow from investing activities:
Capital expenditures:
Main Pass (37,427) (117,902) (291,993)
Other (10,152) (86,815) (80,179)
Sale of assets 49,961 - -
Net insurance settlement proceeds - 2,970 17,800
Other 4,711 (8,189) 7,494
-------- -------- --------
Net cash provided by (used in) investing activities 7,093 (209,936) (346,878)
-------- -------- --------
Cash flow from financing activities:
Distributions to partners (121,180) (151,210) (200,870)
Investments by FTX and affiliates - - 23,169
Proceeds from debt 572,137 639,891 614,650
Repayment of debt (433,164) (826,095) (193,427)
Proceeds from sale of partnership units - 430,534 -
-------- -------- --------
Net cash provided by financing activities 17,793 93,120 243,522
-------- -------- --------
Net increase (decrease) in cash and short-term
investments (1,799) 3,245 3,152
Cash and short-term investments at beginning of year 7,099 3,854 702
-------- -------- --------
Cash and short-term investments at end of year $ 5,300 $ 7,099 $ 3,854
======== ======== ========
Interest paid $ 22,997 $ 19,818 $ 22,015
======== ======== ========
The footnotes contained in FRP's 1993 Annual Report to unitholders notes
are an integral part of these statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
for the years ended December 31, 1993, 1992, and 1991
[Download Table]
Col. A Col. B Col. C Col. D Col. E Col. F
----------- ------------ ---------- ----------- ---------- ----------
Balance at Retirements Balance at
Beginning of Additions and Other-Add End
Description Period at Cost(a) Sales (Deduct) of Period
----------- ------------ ---------- ----------- ---------- ----------
(In Thousands)
1993:
Sulphur $ 597,662 $ 29,740 $ (2,100) $ (3,080) $ 622,222
Fertilizer 731,106 16,530 (3,384) 206,044(b) 950,296
Oil 184,555 4,939 - - 189,494
---------- -------- -------- -------- ----------
$1,513,323 $ 51,209 $ (5,484) $202,964 $1,762,012
========== ======== ======== ======== ==========
1992:
Sulphur $ 501,602 $ 96,269 $ (709) $ 500 $ 597,662
Fertilizer 659,431 73,955 (2,313) 33 731,106
Oil 179,863 5,088 (396) - 184,555
---------- -------- -------- -------- ----------
$1,340,896 $175,312 $ (3,418) $ 533 $1,513,323
========== ======== ======== ======== ==========
1991:
Sulphur $ 300,218 $224,281 $(25,174) $ 2,277 $ 501,602
Fertilizer 589,948 70,085 (1,634) 1,032 659,431
Oil 100,751 80,589 (558) (919) 179,863
---------- -------- -------- -------- ----------
$ 990,917 $374,955 $(27,366) $ 2,390 $1,340,896
========== ======== ======== ======== ==========
a. Includes capitalized interest of $11.1 million in 1993, $19.1 million
in 1992, and $23.3 million in 1991.
b. Represents FRP's proportionate share of the IMC-Agrico Company joint
venture property, plant and equipment (see Note 2 to the Financial
Statements included in the 1993 Annual Report of FRP, the "Financial
Statements") in excess of the FRP contributed amounts.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
for the years ended December 31, 1993, 1992, and 1991
[Enlarge/Download Table]
Col. A Col. B Col. C Col. D Col. E Col. F
----------- ----------- ----------- ----------- ----------- -----------
Additions
Balance at Charged to Retirements Balance at
Beginning of Costs and and Other-Add End
Description Period Expenses(a) Sales (Deduct) of Period
----------- ----------- ----------- ----------- ----------- -----------
(In Thousands)
1993:
Sulphur $108,771 $ 14,277 $ (296) $ 13,269 $136,021
Fertilizer 273,744 48,926 (654) 187,890(b) 509,905
Oil 56,476 33,883 - 54,767(c) 145,126
-------- -------- -------- -------- --------
$438,991 $ 97,086 $ (950) $255,926 $791,052
======== ======== ======== ======== ========
1992:
Sulphur $ 99,874 $ 13,659 $ (159) $ (4,603) $108,771
Fertilizer 226,547 52,640 (1,914) (3,529) 273,744
Oil 4,958 52,960 - (1,442) 56,476
-------- -------- -------- -------- --------
$331,379 $119,259 $ (2,073) $ (9,574) $438,991
======== ======== ======== ======== ========
1991:
Sulphur $118,290 $ 12,058 $(25,165) $ (5,309) $ 99,874
Fertilizer 189,324 43,376 (578) (5,575) 226,547
Oil - 4,068 - 890 4,958
-------- -------- -------- -------- --------
$307,614 $ 59,502 $(25,743) $ (9,994) $331,379
======== ======== ======== ======== ========
<FN>
a. Note 1 to the Financial Statements describes FRP's depreciation and
amortization methods.
b. Represents FRP's proportionate share of the IMC-Agrico Company joint
venture accumulated depreciation and amortization (see Note 2 to the
Financial Statements) in excess of the FRP contributed amounts.
c. Primarily represents the write-down of Main Pass oil costs due to the
fourth-quarter decline in oil prices, as discussed in Note 4 to the
financial statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1993, 1992, and 1991
[Enlarge/Download Table]
Col. A Col. B Col. C Col. D. Col. E
----------------------- ------------ ------------------------ --------- ----------
Additions
---------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other Other-Add End
Description Period Expenses Accounts (Deduct) of Period
----------------------- ------------ ------------------------ --------- ----------
(In Thousands)
Reserves and allowances
deducted from asset
accounts:
Reclamation and mine
shutdown reserves:
1993:
Sulphur $35,200 $27,562 $ - $(5,475) $57,287
Fertilizer 18,543 5,365 - 14,529 (a) 38,437
Oil 1,409 1,021 - (821) 1,609
------- ------- --- ------- -------
$55,152 $33,948 $ - $ 8,233 (b) $97,333
======= ======= === ======= =======
1992:
Sulphur $29,715 $ 4,335 $ - $ 1,150 $35,200
Fertilizer 21,772 7,123 - (10,352) 18,543
Oil - 1,443 - (34) 1,409
------- ------- --- ------- -------
$51,487 $12,901 $ - $ (9,236)(c) $55,152
======= ======= === ======= =======
1991:
Sulphur $26,636 $ 5,212 $ - $ (2,133) $29,715
Fertilizer 27,297 5,575 - (11,100) 21,772
------- ------- --- ------- -------
$53,933 $10,787 $ - $(13,233)(d) $51,487
======= ======= === ======= =======
<FN>
a. Includes $19.7 million which represents FRP's proportionate share of
the IMC-Agrico Company joint venture liabilities (see Note 2 to the
Financial Statements) in excess of the FRP contributed amounts.
b. Includes expenditures of $13.2 million, net of a $1.7 million decrease
in short-term payables and the item discussed in Note a.
c. Includes expenditures of $21.2 million, net of a $12 million decrease
in short-term payables.
d. Includes expenditures of $20.2 million, net of a $7 million decrease in
short-term payables.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended December 31, 1993, 1992, and 1991
[Download Table]
Col. A Col. B
----------------------------------------------- ---------------------------------
Charged to Costs and Expenses
---------------------------------
Item 1993 1992 1991
----------------------------------------------- -------- -------- --------
(In Thousands)
Maintenance and repairs $75,332 $117,550 $113,035
Taxes, other than payroll and income taxes:
Sales and severance $15,054 $ 18,758 $ 16,781
Property 8,927 6,205 6,219
------- -------- --------
$23,981 $ 24,963 $ 23,000
======= ======== ========
Royalties $ 9,586 $ 4,680 $ 14,143
======= ======== ========
Freeport-McMoRan Resource Partners, Limited Partnership
Exhibit Index
Sequentially
Exhibit Numbered
Number Page
------- ----------------
3.1 Amended and Restated Agreement of
Limited Partnership of FRP dated as
of May 29, 1987 (the "FRP Partnership
Agreement") among FTX, Freeport
Phosphate Rock Company and Geysers
Geothermal Company, as general
partners, and Freeport Minerals
Company, as general partner and
attorney-in-fact for the limited
partners, of FRP. Incorporated by
reference to Exhibit B to the
Prospectus dated May 29, 1987
included in FRP's Registration
Statement on Form S-1, as amended, as
filed with the Commission on May 29,
1987 (Registration No. 33-13513).
3.2 Amendment to the FRP Partnership
Agreement dated as of April 6, 1990
effected by FTX, as Administrative
Managing General Partner of FRP.
Incorporated by reference to Exhibit
19.3 to the Quarterly Report on Form
10-Q of FRP for the quarter ended
March 31, 1990 (the "FRP 1990 First
Quarter Form 10-Q").
3.3 Amendment to the FRP Partnership
Agreement dated as of January 27,
1992 between FTX, as Administrative
Managing General Partner, and FMRP
Inc., as Managing General Partner, of
FRP. Incorporated by reference to
Exhibit 3.3 to the Annual Report on
Form 10-K of FRP for the fiscal year
ended December 31, 1991 (the "FRP
1991 Form 10-K").
3.4 Amendment to the FRP Partnership
Agreement dated as of October 14,
1992 between FTX, as Administrative
Managing General Partner, and FMRP
Inc., as Managing General Partner, of
FRP. Incorporated by reference to
Exhibit 3.4 to the Annual Report on
Form 10-K of FRP for the fiscal year
ended December 31, 1992 (the "FRP
1992 Form 10-K").
3.5 Amended and Restated Certificate of
Limited Partnership of FRP dated June
12, 1986 (the "FRP Partnership
Certificate"). Incorporated by
reference to Exhibit 3.3 to FRP's
Registration Statement on Form S-1,
as amended, as filed with the
Commission on June 20, 1986
(Registration No. 33-5561).
3.6 Certificate of Amendment to the FRP
Partnership Certificate dated as of
January 12, 1989.
3.7 Certificate of Amendment to the FRP
Partnership Certificate dated as of
December 29, 1989. Incorporated by
reference to Exhibit 19.1 to the FRP
1990 First Quarter Form 10-Q.
3.8 Certificate of Amendment to the FRP
Partnership Certificate dated as of
April 12, 1990. Incorporated by
reference to Exhibit 19.4 to the FRP
1990 First Quarter Form 10-Q.
4.1 Deposit Agreement dated as of June
27, 1986 (the "Deposit Agreement")
among FRP, The Chase Manhattan Bank,
N.A. ("Chase") and Freeport Minerals
Company ("Freeport Minerals"), as
attorney-in-fact of those limited
partners and assignees holding
depositary receipts for units of
limited partnership interests in FRP
("Depositary Receipts"). Incorporated
by reference to Exhibit 28.4 to the
Current Report on Form 8-K of FTX
dated July 11, 1986.
4.2 Resignation dated December 26, 1991
of Chase as Depositary under the
Deposit Agreement and appointment
dated December 27, 1991 of Mellon
Bank, N.A. ("Mellon") as successor
Depositary, effective January 1,
1992. Incorporated by reference to
Exhibit 4.5 to the FRP 1991 Form
10-K.
4.3 Service Agreement dated as of January
1, 1992 between FRP and Mellon
pursuant to which Mellon will serve
as Depositary under the Deposit
Agreement and Custodian under the
Custodial Agreement. Incorporated by
reference to Exhibit 4.6 to the FRP
1991 Form 10-K.
4.4 Amendment to the Deposit Agreement
dated as of November 18, 1992 between FRP and Mellon.
Incorporated by reference to Exhibit 4.4 to the
FRP 1992 Form 10-K.
4.5 Form of Depositary Receipt.
Incorporated by reference to Exhibit
4.5 to the FRP 1992 Form 10-K.
4.6 Custodial Agreement regarding the FRP
Depositary Unit Reinvestment Plan
among FTX, FRP and Chase, effective
as of April 1, 1987 (the "Custodial
Agreement"). Incorporated by refer-
ence to Exhibit 19.1 to the Quarterly
Report on Form 10-Q of FRP for the
quarter ended June 30, 1987.
4.7 FRP Depositary Unit Reinvestment
Plan. Incorporated by reference to
Exhibit 4.4 to the FRP 1991 Form 10-K.
4.8 Credit Agreement dated as of June 1,
1993 (the "FTX/FRP Credit Agreement")
among FTX, FRP, the several banks
which are parties thereto (the
"FTX/FRP Banks") and Chemical Bank,
as Agent (the "FTX/FRP Bank Agent").
4.9 First Amendment dated as of February
2, 1994 to the FTX/FRP Credit Agreement
among FTX, FRP, the FTX/FRP
Banks and the FTX/FRP Bank Agent.
4.10 Second Amendment dated as of March 1,
1994 to the FTX/FRP Credit Agreement
among FTX, FRP, the FTX/FRP Banks and
the FTX/FRP Bank Agent.
4.11 Subordinated Indenture as of October
26, 1990 between FRP and
Manufacturers Hanover Trust Company
("MHTC") as the Trustee, relating to
$150,000,000 principal amount of 8
3/4% Senior Subordinated Notes due
2004 of FRP (the "Subordinated
Indenture").
4.12 First Supplemental Indenture dated as
of February 15, 1994 between FRP and
Chemical Bank, as Successor to MHTC,
as Trustee, to the Subordinated Indenture.
10.1 Contribution Agreement dated as of
April 5, 1993 between FRP and IMC
(the "FRP-IMC Contribution
Agreement"). Incorporated by
reference to Exhibit 2.1 to the
Current Report on Form 8-K of FRP
dated July 15, 1993 (the "FRP July
15, 1993 Form 8-K").
10.2 First Amendment dated as of July 1,
1993 to the FRP-IMC Contribution
Agreement. Incorporated by reference
to Exhibit 2.2 to the FRP July 15,
1993 Form 8-K.
10.3 Amended and Restated Partnership
Agreement dated as of July 1, 1993
among IMC-Agrico GP Company, Agrico,
Limited Partnership and IMC-Agrico MP
Inc. Incorporated by reference to
Exhibit 2.3 to the FRP July 15, 1993
Form 8-K.
10.4 Parent Agreement dated as of July 1,
1993 among IMC, FRP, FTX and IMC-
Agrico. Incorporated by reference to
Exhibit 2.4 to the FRP July 15, 1993
Form 8-K.
12.1 FRP Computation of Ratio of Earnings
to Fixed Charges.
13.1 Those portions of the 1993 Annual
Report to unitholders of FRP which
are incorporated herein by reference.
18.1 Letter of Arthur Andersen & Co.
concerning changes in accounting principles.
21.1 List of Subsidiaries of Freeport McMoRan
Resource Partners, Limited Partnership
23.1 Consent of Arthur Andersen & Co.
dated March 25, 1994.
24.1 Powers of Attorney pursuant to which
this report has been signed on behalf
of certain directors of FTX.
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 1/15/01 |
| | 6/30/98 |
| | 12/31/96 | | 10-K405, 10-K405/A |
| Filed on: | | 3/31/94 | | 10-Q, DEF 14A |
| | 3/29/94 |
| | 3/25/94 |
| | 3/15/94 |
| | 3/10/94 |
| | 3/1/94 |
| | 2/15/94 |
| | 2/2/94 |
| | 2/1/94 |
| | 1/25/94 |
| | 1/21/94 |
| For Period End: | | 12/31/93 |
| | 9/28/93 |
| | 7/15/93 |
| | 7/1/93 |
| | 6/30/93 | | 10-Q/A |
| | 6/1/93 |
| | 4/5/93 |
| | 12/31/92 |
| | 11/18/92 |
| | 10/14/92 |
| | 1/27/92 |
| | 1/1/92 |
| List all Filings |
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