UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

          (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

For the Quarter Ended March 31, 2004

OR

 

[ ] Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Commission File Number 001-12217

MISSISSIPPI CHEMICAL CORPORATION

Organized in the State of Mississippi

Tax Identification No. 64-0292638

P. O. Box 388, Yazoo City, Mississippi 39194

Telephone No. 662+746-4131

               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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]   No [X]

               The number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 2004.

Class
Number of Shares
Common Stock, $0.01 par value
24,250,109
MISSISSIPPI CHEMICAL CORPORATION

AND SUBSIDIARIES

INDEX

 
   
Page   
Number
PART I. 
FINANCIAL INFORMATION:
  
Item 1.
Consolidated Financial Statements       
Consolidated Statements of Operations
3  
     Three months ended March 31, 2004 and 2003 and   
     Nine months ended March 31, 2004 and 2003       
Consolidated Balance Sheets
4 - 5  
     March 31, 2004 and June 30, 2003       
Consolidated Statements of Shareholders' Equity (Deficit)
6  
     Fiscal Year ended June 30, 2003 and   
     Nine months ended March 31, 2004       
Consolidated Statements of Cash Flows
7  
     Nine months ended March 31, 2004 and 2003       
Notes to Consolidated Financial Statements
8 - 35     
Item 2.
Management's Discussion and Analysis of Results    
of Operations and Financial Condition
36 - 54      
Item 3.
Quantitative and Qualitative Disclosure About    
Market Risk
55     
Item 4.
Controls and Procedures
55    
PART II.
OTHER INFORMATION:      
Item 3.
Defaults Under Senior Securities
56     
Item 6.
Exhibits and Reports on Form 8-K
56     
Signatures 
56
 
**PART I.**FINANCIAL INFORMATION
**ITEM 1.**FINANCIAL STATEMENTS.
MISSISSIPPI CHEMICAL CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
 
Three months ended 
Nine months ended 
March 31, 
March 31, 
2004 
2003 
2004 
2003
Revenues:
(In thousands, except per share data)
   Net sales
$123,783  
$ 88,498  
$317,103  
$249,777 
   Other
      1,101  
         801  
      3,374  
          801 
124,884  
89,299  
320,477  
250,578
Operating expenses:       
      Cost of products sold
104,119  
 80,645  
276,924  
236,822 
   Selling, general and administrative
5,898  
8,214  
16,615  
21,625 
   Impairment of long-lived assets (see Note 5)
-      
58,642  
-      
58,642 
      Other
        334  
     4,883  
     5,754  
   10,492  
 110,351  
 152,384  
299,293  
 327,581 
Operating income (loss)
14,533  
(63,085) 
21,184  
(77,003)        
Other (expense) income:       
      Interest, net
(8,212) 
(6,821) 
(18,553) 
(18,407)
      Other
            640  
            262  
    1,705  
         4,864         
Income (loss) from continuing operations before        
  reorganization expense and income taxes
6,961  
(69,644) 
4,336   
(90,546)        
Reorganization expense (see Note 9)
  25,703  
         -      
      36,323  
             -             
Loss from continuing operations before       
  income taxes
  (18,742) 
(69,644) 
(31,987) 
(90,546)        
Income tax expense (benefit) (see Note 10)
     2,940  
  (24,367) 
   21,633  
  (18,673)        
Loss from continuing operations
  (21,682) 
(45,277) 
(53,620) 
(71,873)        
Discontinued operations (see Note 12):       
   Loss from operations, net of income tax       
     benefits of $3,894, $1,843,        
     $20,201and $9,283, respectively
(5,476) 
(2,750) 
(27,589) 
(13,831)        
   Loss on disposal, net of income tax benefits of       
      $382, $0, $6,697 and $0, respectively
       (624) 
       -       
  (11,103) 
         -              
   Loss from discontinued operations
    (6,100) 
   (2,750) 
  (38,692) 
   (13,831)        
Net loss
$(27,782) 
$(48,027) 
$ (92,312) 
$ (85,704)        
Loss per share from continuing        
      operations - basic and diluted (see Note 6)
$    (0.90) 
$    (1.73) 
$     (2.17) 
$         (2.74)
Loss per share from discontinued        
   operations - basic and diluted (see Note 6)
      (0.25) 
     (0.10) 
      (1.56) 
       (0.53)        
Net loss per share (see Note 6)
$    (1.15)  
$    (1.83) 
$     (3.73) 
$     (3.27)
The accompanying notes are an integral part of these consolidated financial statements.

MISSISSIPPI CHEMICAL CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) 

ASSETS  
March 31, 
June 30,  
2004 
2003  
(In thousands, except per share data)
Current assets:    
   Cash and cash equivalents 
$    5,133  
$    6,102 
   Accounts receivable, net 
51,856  
56,375      
   Inventories:    
      Finished products 
19,699  
29,121 
      Raw materials and supplies 
8,219  
6,415 
      Replacement parts 
   25,371  
    30,750 
             Total inventories 
53,289  
66,286      
Prepaid expenses and other current assets 
13,233  
5,039 
Deferred income taxes 
3,363  
3,112 
Assets of discontinued operations (see Note 12) 
     8,147  
         -          
                       Total current assets 
135,021  
136,914      
Investments in affiliates 
126,085  
111,509      
Other assets 
8,479  
10,305      
Long-term assets from discontinued operations (see Note 12) 
1,882  
-          
Property, plant and equipment, at cost 
484,755  
695,919 
Less accumulated depreciation, depletion and    
  amortization 
 (310,952) 
 (406,557)
             Property, plant and equipment, net 
   173,803  
   289,362        
$ 445,270  
$ 548,090 
 

The accompanying notes are an integral part of these consolidated financial statements.

MISSISSIPPI CHEMICAL CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Continued)

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

 

 
  
March 31, 
June 30,  
2004 
2003  
(In thousands, except per share data)     
Current liabilities:    
   Debt due within one year 
$159,229  
$158,423 
   Accounts payable 
20,610  
15,736 
   Accrued liabilities 
11,647  
4,633 
   Liabilities of discontinued operations (see Note 12) 
      1,522  
      -      
          Total current liabilities 
193,008  
178,792      
Other long-term liabilities and deferred credits 
34,527  
36,872      
Deferred income taxes 
21,143  
26,518      
Liabilities subject to compromise (see Note 4) 
233,181  
249,132      
Shareholders' (deficit) equity:    
   Common stock ($.01 par, authorized 100,000    
      shares; issued 27,981) 
280  
280 
   Additional paid-in capital 
306,063  
306,063 ********