SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 2, 2003 9;
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-7677
73-1015226
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
16 South Pennsylvania Avenue, Oklahoma City, Oklahoma
73107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(405) 235-4546
Not applicable
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On April 3, 2003, LSB Industries, Inc., issued an earnings release which is furnished as an exhibit to this Form 8-K and is incorporated herein by reference. The information contained in this report on Form 8-K is being furnished to the U.S. Securities and Exchange Commission (the "Commission") pursuant to Item 12 under Item 9 of Form 8-K as directed by the Commission in Release No. 34-47583.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Earnings release issued on April 3, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 4, 2003.
LSB INDUSTRIES, INC.
By:
/s/ Tony M. Shelby
Tony M. Shelby,
Senior Vice President and
(Chief Financial Officer)
COMPANY CONTACT: Tony M. Shelby
Chief Financial Officer
(405) 235-4546
KCSA CONTACT: Leslie A. Schupak/Joe Mansi
(212) 682-6300, ext. 205/207
April 1, 2003
OTC: LSBD
LSB INDUSTRIES, INC. REPORTS
RESULTS FOR THE QUARTER AND
THE YEAR ENDED DECEMBER 31, 2002
Oklahoma City, Oklahoma . . . April 1, 2003 . . . LSB Industries, Inc. (OTC Bulletin Board: LSBD), reported net income of $3.7 million for the three months ended December 31, 2002.
Results for the year and three months ended December 31, 2002
Net sales from continuing operations for the years ended December 31, 2002 and 2001 were $283.8 million and $314.9 million, respectively, a decrease of $31.1 million. Net sales for the three months ended December 31, 2002 and 2001 were $65.6 million and $69.9 million, respectively.
For the year ended December 31, 2002, the Company reported income from continuing operations of $2.7 million, before the cumulative effect of an accounting change. After deducting a $3.5 million loss from discontinued operations and adding $.9 million for the cumulative effect of an accounting change, net income for 2002 was $99,000. After deducting $2.3 million for preferred stock dividend requirements, which were not paid, the net loss applicable to common stock was $2.2 million or $.19 per share fully diluted.
For the year ended December 31, 2001, income from continuing operations was $7.3 million. Including income from discontinued operations, net income was $8.6 million. After deducting preferred stock dividend requirements, which were not paid, net income applicable to common stock was $6.3 million, or $.50 per share fully diluted.
For the three months ended December, 31, 2002, net income was $3.7 million. Net income for the three months ended December 31, 2002, included a gain on extinguishment of debt of $1.5 million and a gain on the sale, net of operating losses, of the discontinued operation of $1 million. After deducting $.6 million for preferred dividend requirements, which were not paid, net income applicable to common stock was $3.1 million, or $.22 per share fully diluted
For the three months ended December 31, 2001, net income applicable to common stock, after deducting dividend requirements, was $3.1 million or $.23 per share fully diluted. The net income for the three months ended December 31, 2001, included a gain on sale of property and equipment of $2.7 million.
The Company is a manufacturing, marketing, and engineering company with activities on a world wide basis. The Company's principal business activities consist of the manufacture and sale of chemical products for the mining, agricultural and industrial markets, the manufacture and sale of commercial and residential climate control products, the provision of specialized engineering services, and other activities. The Company's common stock and Series 2 preferred stock are listed for trading on the Over-the-Counter Bulletin Board.
LSB Industries, Inc.
Financial Highlights (Notes)
Twelve Months and Three Months Ended December 31, 2002 and 2001
(Unaudited)
(dollars in thousands, except per share amounts) |
Twelve Months Ended |
Three Months Ended |
2002 |
2001 |
2002 |
2001 |
Net Sales |
$ |
283,811 |
$ |
314,942 |
$ |
65,575 |
$ |
69,909 |
|||||||
Cost of sales |
238,114 |
264,168 |
56,019 |
58,384 |
|||||||||||
Gross profit |
45,697 |
50,774 |
9,556 |
11,525 |
|||||||||||
Selling, general and administrative |
39,909 |
44,038 |
8,816 |
10,538 |
|||||||||||
Operating income |
5,788 |
6,736 |
740 |
987 |
|||||||||||
Other income (expense): |
|||||||||||||||
Other income |
4,030 |
3,304 |
2,446 |
2,266 |
|||||||||||
Gains on sales of property and equipment |
47 |
6,615 |
10 |
2,676 |
|||||||||||
Gains on extinguishment of debt |
1,458 |
2,631 |
1,458 |
- |
|||||||||||
Benefit from termination of
(provision |
|
|
|
|
|
|
|||||||||
Interest expense |
(7,590 |
) |
(13,338 |
) |
(1,312 |
) |
(2,898 |
) |
|||||||
Other expense |
(563 |
) |
(1,196 |
) |
54 |
(11 |
) |
||||||||
Income from continuing operations
before |
|
|
|
|
|||||||||||
Provision (benefit) for income taxes |
56 |
110 |
34 |
(141 |
) |
||||||||||
Income from continuing operations
before |
|
|
|
|
|||||||||||
Income (loss) from discontinued
operations, |
|
|
|
|
|
||||||||||
Cumulative effect of accounting change |
860 |
- |
- |
- |
|||||||||||
Net income |
$ |
99 |
$ |
8,557 |
$ |
3,706 |
$ |
3,684 |
|||||||
Net income (loss) applicable to common stock |
$ |
(2,228 |
) |
$ |
6,290 |
$ |
3,080 |
$ |
3,118 |
||||||
Income (loss) per common share: |
|||||||||||||||
Basic: |
|||||||||||||||
Income from continuing operations
before |
|
|
|
|
|
|
|
|
|||||||
Income (loss) from discontinued |
|
|
|
|
|
||||||||||
Cumulative effect of accounting change |
0.07 |
- |
- |
- |
|||||||||||
Net income (loss) |
$ |
(0.19 |
) |
$ |
0.53 |
$ |
0.25 |
$ |
0.26 |
||||||
Diluted: |
|||||||||||||||
Income from continuing operations
before |
|
|
|
|
|
|
|
|
|||||||
Income (loss) from discontinued |
(0.29 |
) |
0.09 |
0.06 |
0.01 |
||||||||||
Cumulative effect of accounting change |
0.07 |
- |
- |
- |
|||||||||||
Net income (loss) |
$ |
(0.19 |
) |
$ |
0.50 |
$ |
0.22 |
$ |
0.23 |
(see accompanying notes)
LSB Industries, Inc.
Notes to Unaudited Financial Highlights
Twelve Months and Three Months Ended December 31, 2002 and 2001
Note 1: Basis of Presentation Certain reclassifications have been made to the Financial Highlights for 2001 to conform to the Financial Highlights presentation for 2002.
Note 2: In December 2002, the Company completed the sale of all of the operating assets of two of the Company's wholly-owned subsidiaries formerly included in the Chemical Business, principally in the packaged explosive business, which business was not considered by the Company to be part of its core Chemical Business. The operations of the sold subsidiaries are reflected as discontinued operations in the accompanying Financial Highlights. The loss from discontinued operations of $3.5 million for 2002 is net of a gain on disposal of $1.6 million.
Note 3: Net income (loss) applicable to common stock is computed by adjusting net income (loss) by the amount of preferred stock dividends. Basic income (loss) per common share is based upon net income (loss) applicable to common stock and the weighted average number of common shares outstanding during each period. Diluted income (loss) per share is based on the weighted average number of common shares and dilutive common equivalent shares outstanding and the assumed conversion of dilutive convertible securities outstanding, if any, after appropriate adjustment for interest, net of related income tax effects on convertible notes payable, as applicable.
Note 4: Information about the Company's operations in different industry segments for the twelve months and three months ended December 31, 2002 and 2001, is detailed on the following page.
(continued)
LSB Industries, Inc.
Notes to Unaudited Financial Highlights
Twelve Months and Three Months Ended December 31, 2002 and 2001
(Unaudited)
(in thousands) |
Twelve Months Ended |
Three Months Ended |
2002 |
2001 |
2002 |
2001 |
Net Sales |
|||||||||||||||
Chemical |
$ |
151,358 |
$ |
170,092 |
$ |
37,796 |
$ |
36,064 |
|||||||
Climate Control |
128,128 |
138,435 |
26,873 |
32,702 |
|||||||||||
Other |
4,325 |
6,415 |
906 |
1,143 |
|||||||||||
$ |
283,811 |
$ |
314,942 |
$ |
65,575 |
$ |
69,909 |
||||||||
Gross profit: |
|||||||||||||||
Chemical |
$ |
6,911 |
$ |
11,007 |
$ |
1,480 |
$ |
2,163 |
|||||||
Climate Control |
37,454 |
37,890 |
7,961 |
9,272 |
|||||||||||
Other |
1,332 |
1,877 |
115 |
90 |
|||||||||||
$ |
45,697 |
$ |
50,774 |
$ |
9,556 |
$ |
11,525 |
||||||||
Operating profit: |
|||||||||||||||
Chemical |
$ |
500 |
$ |
3,702 |
$ |
2,282 |
$ |
1,208 |
|||||||
Climate Control |
14,705 |
12,500 |
2,195 |
3,701 |
|||||||||||
15,205 |
16,202 |
4,477 |
4,909 |
||||||||||||
General Corporate expenses,
and other |
|
|
|
|
|
|
|
|
|||||||
Interest expense |
(7,590 |
) |
(13,338 |
) |
(1,312 |
) |
(2,898 |
) |
|||||||
Gains on sales of property and equipment |
47 |
6,615 |
10 |
2,676 |
|||||||||||
Gains on extinguishment of debt |
1,458 |
2,631 |
1,458 |
- |
|||||||||||
Benefit from termination of
(provision for |
|
|
|
|
|
|
|||||||||
Income from continuing operations
before |
|
|
|
|
|
|
|
|