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))
|
·
|
Net
sales increased 42.9% to $210.9 million from $147.6
million;
|
·
|
Climate
Control sales increased 10.2% to $83.4 million from $75.6
million;
|
·
|
Chemical
Business sale rose 79.8% to $124.5 million from $69.3
million;
|
·
|
Operating
income before unusual items, shown in the table below, was $18.7 million
compared to $14.3 million in the third quarter of
2007;
|
·
|
Operating
income declined to $8.7 million from $19.1
million;
|
·
|
Net
income was $4.2 million or $0.18 per diluted share, which included a $2.4
million tax provision. In the 2007 third quarter, net income
was $18.3 million, which included a $1.5 million income tax
benefit. Diluted earnings per share in the 2007 third quarter
were $0.77.
|
Third
Quarter of 2008 |
Third
Quarter of 2007 |
Change
|
(In
Millions)
|
Operating
income before unusual items below
|
$
|
18.7
|
$
|
14.3
|
$
|
4.4
|
|||||
Unrealized
non-cash losses on natural gas contracts
|
(4.9
|
)
|
-
|
(4.9
|
)
|
||||||
Unplanned
downtime at the Cherokee Facility
|
(5.1
|
)
|
-
|
(5.1
|
)
|
||||||
Other
income from litigation settlement
|
-
|
3.3
|
(3.3
|
)
|
|||||||
Insurance
recoveries of business interruption claims
|
-
|
1.5
|
(1.5
|
)
|
|||||||
Total
|
(10.0
|
)
|
4.8
|
(14.8
|
)
|
||||||
Operating
income
|
$
|
8.7
|
$
|
19.1
|
$
|
(10.4
|
)
|
·
|
Net
sales increased 26.0% to $569.4 million from $451.8
million;
|
·
|
Climate
Control sales increased 4.0% to $230.3 million from $221.5
million;
|
·
|
Chemical
Business sales rose 48.1% to $329.3 million from $222.4
million;
|
·
|
Operating
income was $57.3 million, which includes the $10.0 million of unusual
third quarter loss items discussed above, partially offset by income from
a $7.6 million litigation settlement recorded in the second
quarter. For the first nine months of 2007, operating income
was $47.8 million, which benefited from the $4.8 million in unusual income
items discussed above.
|
·
|
Net
income was $33.0 million and net income applicable to common stock was
$32.7 million or $1.40 per diluted share, compared to net income of $42.3
million and net income applicable to common stock of $36.8 million or
$1.67 per diluted share.
|
Nine
Months
|
Three
Months
|
2008
|
2007
|
2008
|
2007
|
(In
Thousands, Except Per Share
Amounts)
|
Net
sales
|
$
|
569,427
|
$
|
451,754
|
$
|
210,920
|
$
|
147,613
|
|||||||||||||||||
Cost
of sales
|
456,760
|
349,873
|
179,751
|
112,441
|
|||||||||||||||||||||
Gross
profit
|
112,667
|
101,881
|
31,169
|
35,172
|
|||||||||||||||||||||
Selling,
general and administrative expense
|
62,633
|
55,821
|
22,411
|
18,827
|
|||||||||||||||||||||
Provisions
for (recovery of) losses on accounts receivable
|
159
|
874
|
(133
|
)
|
253
|
||||||||||||||||||||
Other
expense
|
946
|
853
|
289
|
335
|
|||||||||||||||||||||
Other
income
|
(8,417
|
)
|
(3,440
|
)
|
(88
|
)
|
(3,340
|
)
|
|||||||||||||||||
Operating
income
|
57,346
|
47,773
|
8,690
|
19,097
|
|||||||||||||||||||||
Interest
expense
|
6,363
|
8,062
|
2,643
|
3,482
|
|||||||||||||||||||||
Non-operating
other income, net
|
(1,125
|
)
|
(605
|
)
|
(263
|
)
|
(532
|
)
|
|||||||||||||||||
Income
from continuing operations before provisions
(benefits) for income taxes and equity
in earnings of affiliate
|
52,108
|
40,316
|
6,310
|
16,147
|
|||||||||||||||||||||
Provisions
(benefits) for income taxes
|
19,817
|
(1,017
|
)
|
2,388
|
(1,549
|
)
|
|||||||||||||||||||
Equity
in earnings of affiliate
|
(697
|
)
|
(654
|
)
|
(235
|
)
|
(223
|
)
|
|||||||||||||||||
Income
from continuing operations
|
32,988
|
41,987
|
4,157
|
17,919
|
|||||||||||||||||||||
Net
loss (income) from discontinued operations
|
13
|
(348
|
)
|
(4
|
)
|
(377
|
)
|
||||||||||||||||||
Net
income
|
32,975
|
42,335
|
4,161
|
18,296
|
|||||||||||||||||||||
Dividends,
dividend requirements and stock
dividend
on preferred stocks
|
306
|
5,608
|
-
|
203
|
|||||||||||||||||||||
Net
income applicable to common stock
|
$
|
32,669
|
$
|
36,727
|
$
|
4,161
|
$
|
18,093
|
|||||||||||||||||
Weighted-average
common shares:
|
|||||||||||||||||||||||||
Basic
|
21,156
|
19,150
|
21,237
|
20,220
|
|||||||||||||||||||||
Diluted
|
24,884
|
22,990
|
22,654
|
25,072
|
|||||||||||||||||||||
Income
per common share:
|
|||||||||||||||||||||||||
Basic:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
1.54
|
$
|
1.90
|
$
|
.20
|
$
|
.87
|
|||||||||||||||||
Net
income (loss) from discontinued operations
|
-
|
.02
|
-
|
.02
|
|||||||||||||||||||||
Net
income
|
$
|
1.54
|
$
|
1.92
|
$
|
.20
|
$
|
.89
|
|||||||||||||||||
Diluted:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
1.40
|
$
|
1.65
|
$
|
.18
|
$
|
.75
|
|||||||||||||||||
Net
income (loss) from discontinued operations
|
-
|
.02
|
-
|
.02
|
|||||||||||||||||||||
Net
income
|
$
|
1.40
|
$
|
1.67
|
$
|
.18
|
$
|
.77
|
Note 1:
|
Net
income applicable to common stock is computed by adjusting net income by
the amount of preferred stock dividends, dividend requirements and the
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 cost, 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:
|
Provisions
(benefits) for income taxes are as
follows:
|
Nine-Months
Ended
September
30,
|
Three-Months
Ended
September
30,
|
2008
|
2007
|
2008
|
2007
|
(In
Thousands)
|
Federal
|
$
|
13,641
|
$
|
1,550
|
$
|
2,121
|
$
|
1,104
|
||||||
State
|
1,752
|
583
|
28
|
497
|
||||||||||
Total
Current
|
$
|
15,393
|
$
|
2,133
|
$
|
2,149
|
$
|
1,601
|
Federal
|
$
|
3,927
|
$
|
(2,827
|
)
|
$
|
388
|
$
|
(2,827
|
)
|
||||
State
|
497
|
(323
|
)
|
(149
|
)
|
(323
|
)
|
|||||||
Total
Deferred
|
4,424
|
(3,150
|
)
|
239
|
(3,150
|
)
|
||||||||
Provisions
(benefits) for income taxes
|
$
|
19,817
|
$
|
(1,017
|
)
|
$
|
2,388
|
$
|
(1,549
|
)
|
Note
3:
|
Information
about the Company’s operations in different industry segments for the nine
and three months ended September 30, 2008 and 2007 is detailed on the
following page.
|
|
LSB
INDUSTRIES, INC.
|
|
NOTES
TO UNAUDITED FINANCIAL HIGHLIGHTS
(Continued)
|
|
Nine
and Three Months Ended September 30, 2008 and
2007
|
Nine-Months
Ended
September
30,
|
Three-Months
Ended
September
30,
|
2008
|
2007
|
2008
|
2007
|
(In
Thousands)
|
Net
sales:
|
|||||||||||||||
Climate
Control
|
$
|
230,303
|
$
|
221,464
|
$
|
83,354
|
$
|
75,641
|
|||||||
Chemical
|
329,271
|
222,394
|
124,483
|
69,252
|
|||||||||||
Other
|
9,853
|
7,896
|
3,083
|
2,720
|
|||||||||||
$
|
569,427
|
$
|
451,754
|
$
|
210,920
|
$
|
147,613
|
||||||||
Gross
profit: (1)
|
|||||||||||||||
Climate
Control
|
$
|
72,346
|
$
|
65,061
|
$
|
24,892
|
$
|
22,433
|
|||||||
Chemical
(2) (3)
|
37,181
|
33,980
|
5,329
|
11,738
|
|||||||||||
Other
|
3,140
|
2,840
|
948
|
1,001
|
|||||||||||
$
|
112,667
|
$
|
101,881
|
$
|
31,169
|
$
|
35,172
|
||||||||
Operating
income (loss): (4)
|
|||||||||||||||
Climate
Control
|
$
|
31,017
|
$
|
27,875
|
$
|
9,835
|
$
|
9,750
|
|||||||
Chemical
(2) (3) (5)
|
34,487
|
27,123
|
1,860
|
11,477
|
|||||||||||
General
corporate expenses and other business operations, net (6)
|
(8,158
|
)
|
(7,225
|
)
|
(3,005
|
)
|
(2,130
|
)
|
|||||||
57,346
|
47,773
|
8,690
|
19,097
|
||||||||||||
Interest
expense
|
(6,363
|
)
|
(8,062
|
)
|
(2,643
|
)
|
(3,482
|
)
|
|||||||
Non-operating
other income (expense), net:
|
|||||||||||||||
Climate
Control
|
1
|
2
|
-
|
-
|
|||||||||||
Chemical
|
64
|
92
|
-
|
10
|
|||||||||||
Corporate
and other business operations
|
1,060
|
511
|
263
|
522
|
|||||||||||
Benefits
(provisions) for income taxes
|
(19,817
|
)
|
1,017
|
(2,388
|
)
|
1,549
|
|||||||||
Equity
in earnings of affiliate-Climate Control
|
697
|
654
|
235
|
223
|
|||||||||||
Income
from continuing operations
|
$
|
32,988
|
$
|
41,987
|
$
|
4,157
|
$
|
17,919
|
|
LSB
INDUSTRIES, INC.
|
|
NOTES
TO UNAUDITED FINANCIAL HIGHLIGHTS
|
|
Nine
and Three Months Ended September 30, 2008 and
2007
|
(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)
|
Our
Chemical Business recognized unrealized losses on our natural gas forward
contracts outstanding at September 30, 2008. In addition, the Cherokee
Facility incurred costs of approximately $5.1 million as the result of
unplanned downtime during the third quarter of 2008. These costs include
estimates of lost fixed overhead absorption, repair cost, and losses
incurred to purchase anhydrous ammonia to replace lost production in order
to meet firm sales commitments. These unrealized losses and costs
contributed to a decrease in gross profit and operating income in
2008.
|
(3)
|
During
the nine and three months ended September 30, 2007, we realized insurance
recoveries of $1.5 million relating to a business interruption claim
associated with the Cherokee Facility. These recoveries contributed to an
increase in gross profit and operating income in
2007.
|
(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
the nine-month period ended September 30, 2008, we recognized income of
$7.6 million, net of attorneys’ fees, relating to a litigation judgment,
which contributed to an increase in operating income in 2008. For each of
the nine and three-month periods ended September 30, 2007, we recognized
income of $3.3 million relating to a litigation settlement, which
contributed to an increase in operating income in
2007.
|
(6)
|
The
amounts included are not allocated to our Climate Control and Chemical
Businesses since they are not included in the operating results reviewed
by our chief operating decision makers for purposes of making decisions as
discussed above.
|
September
30,
2008
|
December
31,
2007
|
(In
Thousands)
|
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 47,478 | $ | 58,224 | ||||
Restricted
cash
|
276 | 203 | ||||||
Accounts
receivable, net
|
106,348 | 70,577 | ||||||
Inventories:
|
||||||||
Finished
goods
|
38,888 | 28,177 | ||||||
Work
in process
|
3,526 | 3,569 | ||||||
Raw
materials
|
32,031 | 25,130 | ||||||
Total
inventories
|
74,445 | 56,876 | ||||||
Supplies,
prepaid items and other:
|
||||||||
Prepaid
insurance
|
927 | 3,350 | ||||||
Prepaid
income taxes
|
1,535 | - | ||||||
Precious
metals
|
14,400 | 10,935 | ||||||
Supplies
|
4,371 | 3,849 | ||||||
Other
|
1,619 | 1,464 | ||||||
Total
supplies, prepaid items and other
|
22,852 | 19,598 | ||||||
Deferred
income taxes
|
5,877 | 10,030 | ||||||
Total
current assets
|
257,276 | 215,508 | ||||||
Property,
plant and equipment, net
|
95,952 | 79,692 | ||||||
Other
assets:
|
||||||||
Debt
issuance and other debt-related costs, net
|
4,233 | 4,639 | ||||||
Investment
in affiliate
|
3,568 | 3,426 | ||||||
Goodwill
|
1,724 | 1,724 | ||||||
Other,
net
|
2,613 | 2,565 | ||||||
Total
other assets
|
12,138 | 12,354 | ||||||
$ | 365,366 | $ | 307,554 |
September
30,
2008
|
December
31,
2007
|
||||||||||
(In
Thousands)
|
|||||||||||
Liabilities
and Stockholders’ Equity
|
|||||||||||
Current
liabilities:
|
|||||||||||
Accounts
payable
|
$
|
55,190
|
$
|
39,060
|
|||||||
Short-term
financing and drafts payable
|
-
|
919
|
|||||||||
Accrued
and other liabilities
|
44,193
|
38,942
|
|||||||||
Current
portion of long-term debt
|
1,495
|
1,043
|
|||||||||
Total
current liabilities
|
100,878
|
79,964
|
|||||||||
Long-term
debt
|
122,032
|
121,064
|
|||||||||
Noncurrent
accrued and other liabilities:
|
|||||||||||
Deferred
income taxes
|
5,601
|
5,330
|
|||||||||
Other
|
8,343
|
6,913
|
|||||||||
13,944
|
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, 24,898,170
shares issued (24,466,506 at December 31, 2007)
|
2,490
|
2,447
|
|||||||||
Capital
in excess of par value
|
128,056
|
123,336
|
|||||||||
Accumulated
other comprehensive loss
|
(193
|
)
|
(411
|
)
|
|||||||
Retained
earnings (accumulated deficit)
|
16,232
|
(16,437
|
)
|
||||||||
149,585
|
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
|
128,512
|
94,283
|
|||||||||
$
|
365,366
|
$
|
307,554
|