Delaware
|
1-7677
|
73-1015226
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
16 South Pennsylvania, Oklahoma
City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
|||
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
COMPANY
CONTACT:
|
Investor
Relations Contact:
|
Tony
M. Shelby, Chief Financial Officer
|
Linda
Latman (212) 836-9609
|
(405)
235-4546
|
Lena
Cati (212) 836-9611
|
|
The
Equity Group Inc.
|
§
|
Net
sales increased 26.3% to $198.1 million from $156.8
million;
|
§
|
Operating
income rose 92.8% to $29.3 million from $15.2
million;
|
§
|
Net
income rose 35.6% to $17.9 million from $13.2
million;
|
§
|
Diluted
income per common share rose to $.75 per share from $.58 per
share.
|
§
|
Net
sales increased 17.9% to $358.5 million from $304.1
million;
|
§
|
Operating
income rose 69.7% to $48.7 million from $28.7
million;
|
§
|
Net
income rose 19.9% to $28.8 million from $24.0
million;
|
§
|
After
deducting preferred stock dividend requirements, net income applicable to
common stock was $28.5 million, compared to $18.6
million;
|
§
|
Diluted
income per common share rose to $1.21 per share from $.87 per
share.
|
LSB
INDUSTRIES, INC.
|
Notes
to Unaudited Financial Highlights
|
Six
and Three Months Ended June 30, 2008 and
2007
|
Six
Months
|
Three
Months
|
2008
|
2007
|
2008
|
2007
|
(In
Thousands, Except Per Share
Amounts)
|
Net
sales
|
$
|
358,507
|
$
|
304,141
|
$
|
198,052
|
$
|
156,756
|
|||||||
Cost
of sales
|
277,009
|
237,432
|
154,311
|
122,099
|
|||||||||||
Gross
profit
|
81,498
|
66,709
|
43,741
|
34,657
|
|||||||||||
Selling,
general and administrative expense
|
40,222
|
36,994
|
21,458
|
18,693
|
|||||||||||
Provisions
for losses on accounts receivable
|
292
|
621
|
202
|
363
|
|||||||||||
Other
expense
|
657
|
518
|
476
|
494
|
|||||||||||
Other
income
|
(8,329
|
)
|
(100
|
)
|
(7,719
|
)
|
(46
|
)
|
|||||||
Operating
income
|
48,656
|
28,676
|
29,324
|
15,153
|
|||||||||||
Interest
expense
|
3,720
|
4,580
|
1,266
|
1,992
|
|||||||||||
Non-operating
other income, net
|
(862
|
)
|
(73
|
)
|
(345
|
)
|
(31
|
)
|
|||||||
Income
from continuing operations before provisions for income taxes and equity
in earnings of affiliate
|
45,798
|
24,169
|
28,403
|
13,192
|
|||||||||||
Provisions
for income taxes
|
17,429
|
532
|
10,709
|
188
|
|||||||||||
Equity
in earnings of affiliate
|
(462
|
)
|
(431
|
)
|
(230
|
)
|
(216
|
)
|
|||||||
Income
from continuing operations
|
28,831
|
24,068
|
17,924
|
13,220
|
|||||||||||
Net
loss from discontinued operations
|
17
|
29
|
17
|
-
|
|||||||||||
Net
income
|
28,814
|
24,039
|
17,907
|
13,220
|
|||||||||||
Dividends,
dividend requirements and stock dividend on preferred
stocks
|
306
|
5,405
|
-
|
217
|
|||||||||||
Net
income applicable to common stock
|
$
|
28,508
|
$
|
18,634
|
$
|
17,907
|
$
|
13,003
|
|||||||
Weighted-average
common shares:
|
|||||||||||||||
Basic
|
21,115
|
18,615
|
21,172
|
19,713
|
|||||||||||
Diluted
|
24,908
|
21,950
|
24,827
|
22,923
|
|||||||||||
Income
per common share:
|
|||||||||||||||
Basic
|
$
|
1.35
|
$
|
1.00
|
$
|
.85
|
$
|
.66
|
|||||||
Diluted
|
$
|
1.21
|
$
|
.87
|
$
|
.75
|
$
|
.58
|
Note
1:
|
Net
income applicable to common stock is computed by adjusting net income by
the amount of preferred stock dividends, dividend requirements and stock
dividend. Basic income per common share is based upon net
income applicable to common stock and the weighted-average number of
common shares outstanding during each period. Diluted income
per share is based on net income applicable to common stock plus preferred
stock dividends and dividend requirements on preferred stock assumed to be
converted, if dilutive, and interest expense including amortization of
debt issuance costs, net of income taxes, on convertible debt assumed to
be converted, if dilutive, and the weighted-average number of common
shares and dilutive common equivalent shares outstanding and the assumed
conversion of dilutive convertible securities
outstanding.
|
Note
2:
|
In
2005, a subsidiary in our Chemical Business sued certain of its suppliers,
in connection with their faulty repair of a hot gas expander of one of the
subsidiary’s nitric acid plants. As a result of defects in the
repair, on October 8, 2004, the hot gas expander failed, leading to a fire
at the nitric acid plant. A trial was held in October 2006
resulting in a jury verdict awarding the subsidiary approximately $9.8
million in damages. During April 2008, the Arkansas Supreme
Court affirmed the award granted to the subsidiary by the lower
court. During June 2008, we received proceeds of approximately
$11.2 million for this litigation judgment, which includes interest of
approximately $1.4 million from which we paid attorneys’ fees of
approximately $3.6 million. The payment of attorneys’ fees of
31.67% of our recovery was contingent upon the cash receipt of the
litigation judgment. As a result, for the six and three months
ended June 30, 2008, we recognized income of approximately $7.6 million,
net of attorneys’ fees, which amount is classified as other income in the
above Unaudited Financial
Highlights.
|
Note
3:
|
Provisions
for income taxes are as
follows:
|
Six
Months Ended
June
30,
|
Three
Months Ended
June
30,
|
||||||||
2008
|
2007
|
2008
|
2007
|
||||||
(In
Thousands)
|
Federal
|
$ | 11,520 | $ | 446 | $ | 6,625 | $ | 232 | ||||||||
State
|
1,724 | 86 | 909 | (44 | ) | |||||||||||
Total
Current
|
$ | 13,244 | $ | 532 | $ | 7,534 | $ | 188 |
Federal
|
$ | 3,539 | $ | - | $ | 2,709 | $ | - | ||||||||
State
|
646 | - | 466 | - | ||||||||||||
Total
Deferred
|
4,185 | - | 3,175 | - | ||||||||||||
Provisions
for income taxes
|
$ | 17,429 | $ | 532 | $ | 10,709 | $ | 188 |
Note
4:
|
Information
about the Company’s operations in different industry segments for the six
and three months ended June 30, 2008 and 2007 is detailed on the following
page.
|
LSB
INDUSTRIES, INC.
|
Notes
to Unaudited Financial Highlights
(Continued)
|
Six
and Three Months Ended June 30, 2008 and
2007
|
Six
Months Ended
June
30,
|
Three
Months Ended
June
30,
|
2008
|
2007
|
2008
|
2007
|
(In
Thousands)
|
Net
sales:
|
|||||||||||||||
Climate
Control
|
$
|
146,949
|
$
|
145,823
|
$
|
80,626
|
$
|
74,518
|
|||||||
Chemical
|
204,788
|
153,142
|
113,458
|
79,422
|
|||||||||||
Other
|
6,770
|
5,176
|
3,968
|
2,816
|
|||||||||||
$
|
358,507
|
$
|
304,141
|
$
|
198,052
|
$
|
156,756
|
||||||||
Gross
profit: (1)
|
|||||||||||||||
Climate
Control (2)
|
$
|
47,454
|
$
|
42,628
|
$
|
25,932
|
$
|
21,921
|
|||||||
Chemical
(3)
|
31,852
|
22,242
|
16,499
|
11,710
|
|||||||||||
Other
|
2,192
|
1,839
|
1,310
|
1,026
|
|||||||||||
$
|
81,498
|
$
|
66,709
|
$
|
43,741
|
$
|
34,657
|
||||||||
Operating
income (loss): (4)
|
|||||||||||||||
Climate
Control (2)
|
$
|
21,182
|
$
|
18,125
|
$
|
11,855
|
$
|
9,617
|
|||||||
Chemical
(3) (5)
|
32,627
|
15,646
|
20,502
|
7,936
|
|||||||||||
General
corporate expenses and other business operations, net (6)
|
(5,153
|
)
|
(5,095
|
)
|
(3,033
|
)
|
(2,400
|
)
|
|||||||
48,656
|
28,676
|
29,324
|
15,153
|
||||||||||||
Interest
expense
|
(3,720
|
)
|
(4,580
|
)
|
(1,266
|
)
|
(1,992
|
)
|
|||||||
Non-operating
other income (expense), net:
|
|||||||||||||||
Climate
Control
|
1
|
2
|
-
|
-
|
|||||||||||
Chemical
|
64
|
82
|
60
|
54
|
|||||||||||
Corporate
and other business operations
|
797
|
(11
|
)
|
285
|
(23
|
)
|
|||||||||
Provisions
for income taxes (7)
|
(17,429
|
)
|
(532
|
)
|
(10,709
|
)
|
(188
|
)
|
|||||||
Equity
in earnings of affiliate-Climate Control
|
462
|
431
|
230
|
216
|
|||||||||||
Income
from continuing operations (5)
|
$
|
28,831
|
$
|
24,068
|
$
|
17,924
|
$
|
13,220
|
(1)
|
Gross
profit by industry segment represents net sales less cost of sales. Gross
profit classified as “Other” relates to the sales of industrial machinery
and related components.
|
(2)
|
On
our futures contracts for copper, during the six months ended June 30,
2008 and 2007, we recognized gains (realized and unrealized) of $2,685,000
and $350,000, respectively. These gains contributed to an
increase in gross profit and operating
income.
|
(3)
|
During
the six months ended June 30, 2008 and 2007, the amounts expensed for
precious metals, net of recoveries and gains, were $3,562,000 and
$1,392,000, respectively. In addition, during the three months ended June
30, 2008 and 2007, the amounts expensed for precious metals, net of
recoveries were $1,102,000 and $494,000, respectively. These net expenses
contributed to a decrease in gross profit and operating
income.
|
(4)
|
Our
chief operating decision makers use operating income by industry segment
for purposes of making decisions, which include resource allocations and
performance evaluations. Operating income by industry segment represents
gross profit by industry segment less selling, general and administration
expense (“SG&A”) incurred by each industry segment plus other income
and other expense earned/incurred by each industry segment before general
corporate expenses and other business operations, net. General corporate
expenses and other business operations, net, consist of unallocated
portions of gross profit, SG&A, other income and other
expense.
|
(5)
|
For
each of the six and three-month periods ended June 30, 2008, we recognized
operating income of $7.6 million, relating to a litigation
judgment. Income from continuing operations for the six and
three month periods ended June 30, 2008 includes $7.6 million ($4.7
million net of provision for income taxes) relating to the litigation
judgment.
|
(6)
|
The
amounts included are not allocated to our Climate Control and Chemical
Businesses since these items are not included in the operating results
reviewed by our chief operating decision makers for purposes of making
decisions as discussed above.
|
(7)
|
In
the first six months of 2007, we had significant income tax net operating
loss (“NOL”) carry forwards. In addition, we had valuation allowances in
place against our deferred tax assets arising from the NOL carry forwards
and other temporary differences. As a result, the provisions
for federal and state income taxes for six months and three months ended
June 30, 2007, were nominal. During 2008, we anticipate that we will
utilize the NOL carry forwards remaining at December 31, 2007 and
recognize and pay income taxes at regular corporate
rates.
|
June
30,
2008
|
December
31,
2007
|
(In
Thousands)
|
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 48,524 | $ | 58,224 | ||||
Restricted
cash
|
31 | 203 | ||||||
Accounts
receivable, net
|
95,540 | 70,577 | ||||||
Inventories:
|
||||||||
Finished
goods
|
39,558 | 28,177 | ||||||
Work
in process
|
2,947 | 3,569 | ||||||
Raw
materials
|
26,272 | 25,130 | ||||||
Total
inventories
|
68,777 | 56,876 | ||||||
Supplies,
prepaid items and other:
|
||||||||
Deferred
rent expense
|
433 | - | ||||||
Prepaid
insurance
|
1,523 | 3,350 | ||||||
Precious
metals
|
14,093 | 10,935 | ||||||
Supplies
|
4,228 | 3,849 | ||||||
Other
|
2,385 | 1,464 | ||||||
Total
supplies, prepaid items and other
|
22,662 | 19,598 | ||||||
Deferred
income taxes
|
6,190 | 10,030 | ||||||
Total
current assets
|
241,724 | 215,508 | ||||||
Property,
plant and equipment, net
|
89,230 | 79,692 | ||||||
Other
assets:
|
||||||||
Debt
issuance and other debt-related costs, net
|
4,942 | 4,639 | ||||||
Investment
in affiliate
|
3,608 | 3,426 | ||||||
Goodwill
|
1,724 | 1,724 | ||||||
Other,
net
|
2,655 | 2,565 | ||||||
Total
other assets
|
12,929 | 12,354 | ||||||
$ | 343,883 | $ | 307,554 |
June
30,
2008
|
December
31,
2007
|
(In
Thousands
|
Liabilities
and Stockholders’ Equity
|
|||||||||||
Current
liabilities:
|
|||||||||||
Accounts
payable
|
$
|
51,508
|
$
|
39,060
|
|||||||
Short-term
financing and drafts payable
|
131
|
919
|
|||||||||
Accrued
and other liabilities
|
34,366
|
38,942
|
|||||||||
Current
portion of long-term debt
|
912
|
1,043
|
|||||||||
Total
current liabilities
|
86,917
|
79,964
|
|||||||||
Long-term
debt
|
120,676
|
121,064
|
|||||||||
Noncurrent
accrued and other liabilities:
|
|||||||||||
Deferred
income taxes
|
5,675
|
5,330
|
|||||||||
Other
|
7,547
|
6,913
|
|||||||||
13,222
|
12,243
|
||||||||||
Contingencies
|
|||||||||||
Stockholders'
equity:
|
|||||||||||
Series
B 12% cumulative, convertible preferred stock, $100 par value;
20,000 shares issued and outstanding
|
2,000
|
2,000
|
|||||||||
Series
D 6% cumulative, convertible Class C preferred stock, no par
value; 1,000,000 shares issued
|
1,000
|
1,000
|
|||||||||
Common
stock, $.10 par value; 75,000,000 shares authorized, 24,834,010
shares issued (24,466,506 at December 31, 2007)
|
2,483
|
2,447
|
|||||||||
Capital
in excess of par value
|
126,909
|
123,336
|
|||||||||
Accumulated
other comprehensive loss
|
(322
|
)
|
(411
|
)
|
|||||||
Retained
earnings (accumulated deficit)
|
12,071
|
(16,437
|
)
|
||||||||
144,141
|
111,935
|
||||||||||
Less
treasury stock at cost:
|
|||||||||||
Common
stock, 3,648,518 shares (3,448,518 at December 31, 2007)
|
21,073
|
17,652
|
|||||||||
Total
stockholders' equity
|
123,068
|
94,283
|
|||||||||
$
|
343,883
|
$
|
307,554
|