UNITED STATES
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) January 22,
2009
LSB INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-7677
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73-1015226
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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16 South Pennsylvania, Oklahoma
City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
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Registrant's telephone number,
including area code (405) 235-4546
Not applicable
(Former
name or former address, if changed since last report)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
2 – Financial Information
Item
2.02. Results of Operations and Financial
Condition
On
January 22, 2009, LSB Industries, Inc. (the “Company”) issued a press release
containing certain statements regarding expected results for the Company’s
fourth quarter ended December 31, 2008, and certain other
information. The press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The
information contained in this Item 2.02 of this Form 8-K and the Exhibit
attached hereto are being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Act of 1934 (as amended), or otherwise
subject to the liabilities of such section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 (as amended), except
as shall be expressly set forth by specific reference in such
filing.
Item
9.01. Financial Statements and Exhibits
The
information contained in the accompanying Exhibit 99.1 shall not be deemed filed
for purposes of Section 18 of the Exchange Act or incorporated by reference in
any filing under the Exchange Act or the Securities Act, except as shall be
expressly set forth by specific reference in such filing.
(d)
Exhibits.
Exhibit Description
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99.1
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Press
Release issued by LSB Industries, Inc., dated January 22,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
January 23, 2009
LSB
INDUSTRIES, INC.
By:
/s/ Tony M. Shelby
Tony M.
Shelby,
Executive Vice
President and Chief Financial Officer
EXHIBIT 99.1
LSB
Industries, Inc. Comments on Fourth Quarter Results and the Proposed Economic
Stimulus Package
January
22, 2009 4:32 PM ET
LSB
Industries, Inc. (the Company) (NYSE:LXU), announced today that 2008 fourth
quarter sales were up in both its Climate Control and Chemical Business.
Although it expects to report a sales increase of approximately 33% for the
fourth quarter of 2008 vs. the fourth quarter of 2007, pre-tax income, although
positive, will be lower due in part to write-downs and valuation reserves of
approximately $10 million, as a result of steep declines in commodity prices and
the market value of certain financial hedge positions. In addition, during the
fourth quarter 2008, LSB completed planned maintenance (turnarounds) at our El
Dorado, Arkansas and Cherokee, Alabama plants at a combined cost of
approximately $4.5 million.
The 2008
fourth quarter write-downs and valuation reserves include estimated $3.7 million
lower of cost or market inventory write-downs, and $3.3 million mark-to-market
losses on natural gas and anhydrous ammonia hedge positions relating to our
Chemical Business and $3.0 million mark-to-market losses on interest rate hedge
positions. Included in the natural gas and anhydrous ammonia mark-to-market
losses is $1.7 million unrealized non-cash losses securing profit margins on
certain orders that will be shipped at firm sales prices in 2009.
Partially
offsetting the $10 million write-downs and valuation reserves is a gain of $5.5
million from the repurchase of a portion of the Company’s 5.5% subordinated
debentures due 2012 at below face value.
Jack E.
Golsen, Chairman and CEO, stated, “The write-downs are caused by the
unprecedented volatility in commodity markets that occurred in the fourth
quarter of 2008. We are recently seeing some settling in this situation and the
market is moving forward with lower costs and lower selling prices of our
chemical products. Our Climate Control Business results were not significantly
affected by the volatility in the commodity markets.”
Golsen
further stated, “In response to numerous inquiries following the release of the
stimulus package proposed by the House of Representatives on January 15, 2009,
we believe that several funding initiatives and tax incentives could be
favorable to our Climate Control Business, particularly our geothermal heat pump
business. The proposed package extends and expands federal tax credits for
residential and commercial geothermal systems, and includes almost $33 billion
to upgrade federal and state buildings, schools and universities, with emphasis
on energy efficiency enhancements. Highly energy efficient products produced by
LSB could be used in many of these upgrade and modernization
projects.”
EXHIBIT
99.1
He went
on to say, “For the past few years our geothermal heat pump sales have grown at
a very rapid rate, and that growth was without any federal tax incentives, as
the legislation passed in 2008 has not been in effect long enough to impact
sales. The proposed stimulus package as discussed, if enacted, could benefit our
geothermal business.”
Tony
Shelby, Chief Financial Officer, stated, “Our current plan is to issue the
financial results for the fourth quarter and calendar year ended December 31,
2008, on or about March 12, 2009. However, the final determination will be made
later in February. As is customary, a separate press release will be made when
the dates of the earnings announcement and subsequent conference call are
established.”
LSB is a
manufacturing, marketing and engineering company. Through its subsidiaries,
LSB’s principal business activities consist of the manufacture and sale of
commercial and residential climate control products, such as geothermal and
water source heat pumps, hydronic fan coils, large custom air handlers, the
manufacture and sale of chemical products for the mining, agricultural and
industrial markets, and the provision of specialized engineering services and
other activities. LSB Industries is included in the Russell 2000 Index and the
Russell 3000 Index.
This
press release contains certain statements which may constitute forward-looking
statements within the meaning of the Private Securities Reform Act of 1996,
including, but not limited to, expectation as to sales increases for the fourth
quarter of 2008 vs. fourth quarter 2007; pre-tax income for 2008; fourth quarter
write-downs and reserves; market moving forward with lower costs and lower
selling prices of our chemical products; funding initiatives and tax incentives
in the stimulus package currently proposed by the House of Representatives which
could be favorable to and enlarge our geothermal heat pump business; and use of
our energy efficient products. Investors are cautioned that such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from the
forward-looking statements as a result of various factors, including, but not
limited to, general economic conditions; development of new technology; results
of our 2008 audit; adjustments to our 2008 financials in connection with such
audit; changes in the proposed stimulus package by Congress and/or the executive
branch prior to such being adopted; and the “Risk Factors” contained in, and the
other factors listed under the heading, “Special Note Regarding Forward-Looking
Statements” in our 2007 Form 10-K, as amended by our 10-K/A Amendment No. 1, and
our Forms 10-Q for quarters ended March 31, 2008, June 30, 2008, and September
30, 2008.