-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IHcWjIEHPiqC33ZnUVp7yI8cMaUatfuOnAcyd3PeBiAizzuZJ6XN1ruPPMapx5rU pHAc4Q4Kgnu6X2j/ork9xw== 0000914760-04-000228.txt : 20041028 0000914760-04-000228.hdr.sgml : 20041028 20041028101955 ACCESSION NUMBER: 0000914760-04-000228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NITROGEN CO L P /DE CENTRAL INDEX KEY: 0000879575 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 731389684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-43007 FILM NUMBER: 041101228 BUSINESS ADDRESS: STREET 1: TERRA CENTRE 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: TERRA CENTER 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 8-K 1 tn36797_8koct.txt OCTOBER 28, 2004 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2004 TERRA NITROGEN COMPANY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-10877 73-1389684 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Terra Centre 600 Fourth Street, P.O. Box 6000 Sioux City, Iowa 51102-6000 (712) 277-1340 (Address of Principal Executive Offices, including Zip Code) (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 28, 2004, Terra Nitrogen Company, L.P. issued a press release setting forth Terra Nitrogen Company, L.P.'s third quarter 2004 earnings. A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release issued October 28, 2004 reporting third quarter results SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TERRA NITROGEN COMPANY, L.P. By: Terra Nitrogen Corporation Its: General Partner /s/ Mark A. Kalafut ------------------------------- Mark A. Kalafut Vice President, General Counsel and Corporate Secretary Date: October 28, 2004 EX-99.1 2 tn36797_x99oct.txt OCTOBER 28, 2004 PRESS RELEASE Terra Industries Inc. [logo] 600 Fourth Street P.O. Box 6000 TERRA Sioux City, IA 51102-6000 www.terraindustries.com ================================================================================ NEWS ================================================================================ For immediate release Contact: Mark Rosenbury (712) 279-8756 mrosenbury@terraindustries.com TERRA NITROGEN COMPANY, L.P. REPORTS THIRD QUARTER RESULTS; DECLARES CASH DISTRIBUTION Sioux City, Iowa (Oct. 28, 2004)--Terra Nitrogen Company, L.P. (TNCLP) (NYSE symbol: TNH) today reported net income of $6.8 million, or $0.36 per limited partnership unit, on revenues of $100.7 million for the third quarter ended Sept. 30, 2004. This compares with a net loss of $1.0 million, or $.05 per unit, on revenues of $86.4 million for the 2003 third quarter. For the first three quarters of 2004 TNCLP's net income was $33.4 million, or $1.77 per unit, on revenues of $338.1 million. This compares to a net loss of $52.8 million, or $2.80 per unit, on revenues of $275.5 million in the first three quarters of 2003. TNCLP also announced a cash distribution for the quarter ended Sept. 30, 2004, of $.50 per limited partnership unit payable Nov. 24, 2004, to holders of record as of Nov. 8, 2004. Results for the first three quarters of 2003 include a $40.7 million charge for the impairment of TNCLP's Blytheville, Ark. long-lived assets. TNCLP ceased production at the Blytheville facility on May 27, 2004, and permanently closed its manufacturing plants. TNCLP's ammonia and nitrogen solutions selling prices for the 2004 third quarter were 14 and 24 percent higher, respectively, than 2003 third quarter prices. Ammonia and nitrogen solutions sales volumes as compared to the 2003 third quarter were 6 and 3 percent higher, respectively. TNCLP sold no urea in the 2004 third quarter due to the closure of its Blytheville facility. Offsetting the favorable sales results were TNCLP's natural gas unit costs for the 2004 third quarter, which included about $0.9 million of cost increases due to forward purchasing contracts, and were 9 percent higher than those incurred in the 2003 third quarter. TNCLP's forward purchase contracts at Sept. 30, 2004, fixed prices for about 32 percent of its next 12 months' natural gas requirements at about $7.3 million below the published forward market prices at that date. Except for the $40.7 million impairment charge, the reasons for the changes between TNCLP's 2004 and 2003 first three quarters' net income are essentially the same as those for the respective third quarters. Ammonia, nitrogen solutions and urea selling prices were 12, 22 and 10 percent higher, respectively. Ammonia and nitrogen solutions sales volumes were 34 and 2 percent higher, respectively, and urea sales volumes were 21 percent lower, in part due to the closure of the Blytheville facility. Natural gas unit costs, net of about $5.2 million of cost decreases realized from forward purchasing contracts, were 1 percent higher. Terra Nitrogen Company, L.P. is a leading manufacturer of nitrogen fertilizer products. Information contained in this release, other than historical information, may be considered forward-looking. Forward-looking information reflects management's current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following: changes in financial markets, general economic conditions within the agricultural industry, competitive factors and price changes (principally nitrogen fertilizer selling prices and natural gas costs), changes in product mix, changes in the seasonality of demand patterns, changes in weather conditions, changes in governmental regulations and other risks described in the "Factors That Affect Operating Performance" section of TNCLP's current annual report. # # # Note: Terra Nitrogen Company, L.P. news announcements are also available on Terra Industries' web site, www.terraindustries.com. (Tables follow) TERRA NITROGEN COMPANY, L.P. CONSOLIDATED STATEMENTS OF INCOME (in thousands except per-unit amounts)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- ----------------------------- 2004 2003 2004 2003 -------------- ---------- ----------- ------------ Product revenues $ 100,479 $ 86,202 $ 337,436 $ 275,033 Other income 251 223 620 477 -------------- ---------- ----------- ------------ Total revenues 100,730 86,425 338,056 275,510 -------------- ---------- ----------- ------------ Cost of goods sold 88,449 82,277 290,042 271,508 Depreciation and amortization 2,342 2,588 7,020 9,208 -------------- ---------- ----------- ------------ Total cost of sales 90,791 84,865 297,062 280,716 -------------- ---------- ----------- ------------ Total gross profit (loss) 9,939 1,560 40,994 (5,206) Operating expenses 3,366 2,330 8,200 6,824 Impairment of long-lived assets -- -- -- 40,655 Interest expenses--net (183) 189 (563) 123 -------------- ---------- ----------- ------------ Net income (loss) $ 6,756 $ (959) $ 33,357 $ (52,808) ============== ========== =========== ============ Earnings (loss) per limited partnership unit $ 0.36 $ (0.05) $ 1.77 $ (2.80) ============== ========== =========== ============ The amount of net income allocable to the Limited Partners' interest is based on the Partnership's net income and the proportionate share of cash distributed to the Limited Partners and the General Partner. NITROGEN VOLUMES AND PRICES 2004 2003 ---- ---- Sales Average Sales Average QUARTER TO DATE Volumes Unit Price Volumes Unit Price (000 tons) ($/ton) (000 tons) ($/ton) ---------- ------- ---------- ------- Ammonia 76 265 72 232 UAN 586 119 571 96 Urea -- -- 32 171 2004 2003 ---- ---- Sales Average Sales Average YEAR TO DATE Volumes Unit Price Volumes Unit Price (000 tons) ($/ton) (000 tons) ($/ton) ---------- ------- ---------- ------- Ammonia 274 266 204 237 UAN 1,679 118 1,647 97 Urea 212 181 269 164
TERRA NITROGEN COMPANY, L.P. CONSOLIDATED BALANCE SHEETS (in thousands)
September 30 ------------------------------------- 2004 2003 ----------- ----------- ASSETS Cash and short-term investments $ 42,377 $ 2,281 Accounts receivable 21,587 22,398 Inventories 15,780 22,019 Other current assets 12,112 2,271 ----------- ----------- Total current assets 91,856 48,969 Property, plant and equipment, net 80,027 86,918 Other assets 7,408 10,390 ----------- ----------- Total assets $ 179,291 $ 146,277 =========== =========== LIABILITIES Short-term note and current of portion long-term debt $ 62 $ 56 Customer prepayments 11,315 14,166 Accounts payable and accrued liabilities 15,616 17,963 ----------- ----------- Total current liabilities 26,993 32,185 Long-term debt 8,228 8,288 Other liabilities 501 1,600 Total liabilities 35,722 42,073 PARTNERS' EQUITY 143,569 104,204 ----------- ----------- Total liabilities and partners' equity $ 179,291 $ 146,277 =========== ===========
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