Delaware |
1-7677 |
73-1015226 | ||
(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) | ||
16 South Pennsylvania Avenue, 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 were $127.8 million, a 39.4% decline from $210.9 million; |
· |
Operating income was $4.3 million compared to $8.7 million; |
· |
Net income was $1.1 million compared to $4.2 million; |
· |
Net income applicable to common shareholders was $1.1 million compared to $4.2 million; |
· |
Diluted earnings per common share were $0.05 compared $0.18. |
· |
Net sales were $416.5 million, a 26.8% decline from $569.4 million; |
· |
Operating income was $38.2 million compared to $57.3 million; |
· |
Net income was $21.5 million compared to $33.0 million; |
· |
Net income applicable to common shareholders decreased to $21.2 million from $32.7 million; |
· |
Diluted earnings per common share were $0.95 compared to $1.40. |
Increase
(Decrease) (in millions) | ||
Expenses – Pryor Facility ($7.1 million in 2009 vs. $.5 million in 2008) |
$ |
(6.6) |
Gross profit margins – Agricultural products |
(6.5) | |
Timing of planned major maintenance |
(1.2) | |
Reduced losses – Natural gas contracts |
6.5 | |
Improvement in production efficiencies |
2.7 | |
Other |
(0.1) | |
Effect of variances on Chemical Business’ operating results |
$ |
(5.2) |
Nine Months |
Three Months |
2009 |
2008 |
2009 |
2008 |
(In Thousands, Except Per Share Amounts) |
Net sales |
$ | 416,538 | $ | 569,427 | $ | 127,778 | $ | 210,920 | ||||||||
Cost of sales |
307,330 | 456,760 | 97,125 | 179,751 | ||||||||||||
Gross profit |
109,208 | 112,667 | 30,653 | 31,169 | ||||||||||||
Selling, general and administrative expense |
70,548 | 62,633 | 26,127 | 22,411 | ||||||||||||
Provisions for (recovery of) losses on accounts receivable |
189 | 159 | 161 | (133 | ) | |||||||||||
Other expense |
461 | 946 | 127 | 289 | ||||||||||||
Other income |
(222 | ) | (8,417 | ) | (32 | ) | (88 | ) | ||||||||
Operating income |
38,232 | 57,346 | 4,270 | 8,690 | ||||||||||||
Interest expense |
5,139 | 6,363 | 2,200 | 2,643 | ||||||||||||
Gains on extinguishment of debt |
(1,796 | ) | - | (53 | ) | - | ||||||||||
Non-operating other income, net |
(72 | ) | (1,125 | ) | (38 | ) | (263 | ) | ||||||||
Income from continuing operations before provisions for
income taxes and equity in earnings of affiliate |
34,961 | 52,108 | 2,161 | 6,310 | ||||||||||||
Provisions for income taxes |
14,110 | 19,817 | 1,310 | 2,388 | ||||||||||||
Equity in earnings of affiliate |
(740 | ) | (697 | ) | (252 | ) | (235 | ) | ||||||||
Income from continuing operations |
21,591 | 32,988 | 1,103 | 4,157 | ||||||||||||
Net loss (income) from discontinued operations |
45 | 13 | 30 | (4 | ) | |||||||||||
Net income |
21,546 | 32,975 | 1,073 | 4,161 | ||||||||||||
Dividends and dividend requirements on preferred stock |
306 | 306 | - | - | ||||||||||||
Net income applicable to common stock |
$ | 21,240 | $ | 32,669 | $ | 1,073 | $ | 4,161 | ||||||||
Weighted average common shares: |
||||||||||||||||
Basic |
21,279 | 21,156 | 21,487 | 21,237 | ||||||||||||
Diluted |
23,623 | 24,884 | 22,633 | 22,654 | ||||||||||||
Income per common share: |
||||||||||||||||
Basic |
$ | 1.00 | $ | 1.54 | $ | .05 | $ | .20 | ||||||||
Diluted |
$ | .95 | $ | 1.40 | $ | .05 | $ | .18 |
Note 1: |
Net income applicable to common stock is computed by adjusting net income by the amount of preferred stock dividends and dividend requirements. 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: |
Realized and unrealized gains (losses) related to derivatives and financial instruments included in earnings and the income statement classifications are as follows: |
Nine Months Ended
September 30, |
Three Months Ended
September 30, |
2009 |
2008 |
2009 |
2008 |
(In Thousands) |
Total gains (losses) included in earnings: |
|||||||||||||||
Cost of sales – Commodities contracts |
$ |
(1,598 |
) |
$ |
(3,766 |
) |
$ |
(450 |
) |
$ |
(8,254 |
) | |||
Cost of sales – Foreign exchange contracts |
(31 |
) |
(172 |
) |
- |
(137 |
) | ||||||||
Interest expense – Interest rate contracts |
(530 |
) |
209 |
(688 |
) |
(499 |
) | ||||||||
$ |
(2,159 |
) |
$ |
(3,729 |
) |
$ |
(1,138 |
) |
$ |
(8,890 |
) |
Change in unrealized gains and losses relating to contracts still held at period end: |
||||||||||||||
Cost of sales – Commodities contracts |
$ |
236 |
$ |
(4,931 |
) |
$ |
385 |
$ |
(5,391 |
) | ||||
Cost of sales – Foreign exchange contracts |
- |
(129 |
) |
- |
(123 |
) | ||||||||
Interest expense – Interest rate contracts |
314 |
275 |
(335 |
) |
(361 |
) | ||||||||
$ |
550 |
$ |
(4,785 |
) |
$ |
50 |
$ |
(5,875 |
) |
Note 3: |
For the nine and six month periods ended September 30, 2008, we recognized other income of $7.6 million, net of attorneys’ fees, relating to a litigation judgment. |
Note 4: |
During the nine and three months ended September 30, 2009, we acquired $10.1 million and $0.9 million, respectively, aggregate principal amount of the 2007 Debentures for approximately $8.0 million and $.8 million, respectively, with each purchase being negotiated. As a result, we recognized a gain on extinguishment of debt of $1.8 million and $0.1 million, respectively, after writing off the unamortized debt issuance
costs associated with the 2007 Debentures acquired. |
Note 5: |
Information about the Company’s operations in different industry segments for the nine and three months ended September 30, 2009 and 2008 is detailed on the following page. |
LSB INDUSTRIES, INC. |
Notes to Unaudited Financial Highlights (Continued) |
Nine and Three Months Ended September 30, 2009 and 2008 |
Nine Months Ended
September 30, |
Three Months Ended
September 30, |
2009 |
2008 |
2009 |
2008 |
(In Thousands) |
Net sales: |
|||||||||||||||
Climate Control |
$ |
206,443 |
$ |
230,303 |
$ |
67,413 |
$ |
83,354 |
|||||||
Chemical |
204,089 |
329,271 |
59,718 |
124,483 |
|||||||||||
Other |
6,006 |
9,853 |
647 |
3,083 |
|||||||||||
$ |
416,538 |
$ |
569,427 |
$ |
127,778 |
$ |
210,920 |
||||||||
Gross profit: (1) |
|||||||||||||||
Climate Control (2) |
$ |
72,172 |
$ |
72,346 |
$ |
24,746 |
$ |
24,892 |
|||||||
Chemical (3) (4) |
35,091 |
37,181 |
5,662 |
5,329 |
|||||||||||
Other |
1,945 |
3,140 |
245 |
948 |
|||||||||||
$ |
109,208 |
$ |
112,667 |
$ |
30,653 |
$ |
31,169 |
||||||||
Operating income (loss): (5) |
|||||||||||||||
Climate Control (2) |
$ |
32,146 |
$ |
31,017 |
$ |
10,942 |
$ |
9,835 |
|||||||
Chemical (3) (4) (6) (7) |
15,491 |
34,487 |
(3,344 |
) |
1,860 |
||||||||||
General corporate expenses and other business operations, net (8) |
(9,405 |
) |
(8,158 |
) |
(3,328 |
) |
(3,005 |
) | |||||||
38,232 |
57,346 |
4,270 |
8,690 |
||||||||||||
Interest expense |
(5,139 |
) |
(6,363 |
) |
(2,200 |
) |
(2,643 |
) | |||||||
Gains on extinguishment of debt |
1,796 |
- |
53 |
- |
|||||||||||
Non-operating other income (expense), net: |
|||||||||||||||
Climate Control |
1 |
- |
- |
||||||||||||
Chemical |
26 |
64 |
20 |
- |
|||||||||||
Corporate and other business operations |
46 |
1,060 |
18 |
263 |
|||||||||||
Provisions for income taxes |
(14,110 |
) |
(19,817 |
) |
(1,310 |
) |
(2,388 |
) | |||||||
Equity in earnings of affiliate-Climate Control |
740 |
697 |
252 |
235 |
|||||||||||
Income from continuing operations |
$ |
21,591 |
$ |
32,988 |
$ |
1,103 |
$ |
4,157 |
(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) |
During the nine and three months ended September 30, 2009, we recognized gains totaling $1,193,000 and $404,000, respectively, on our futures contracts for copper. During the nine and three months ended September 30, 2008, we recognized gains (losses) on our copper futures contracts totaling $2,202,000 and $(483,000), respectively. During the three months ended September 30, 2009, our engineering and construction
business recognized additional gross profit of $552,000 relating to customer change orders. The impact of these transactions is included in gross profit and operating income. |
(3) |
During the nine and three months ended September 30, 2009, we recognized losses totaling $2,791,000 and $854,000, respectively, on our futures/forward contracts for natural gas and ammonia compared to $5,968,000 and $7,771,000 for each of the same periods in 2008, respectively. In addition, during the three months ended September 30, 2008, our Chemical Business recognized unrealized gains of $447,000 associated with
natural gas forward contracts, which were deferred at June 30, 2008 due to uncertainties involving a sales contract with a customer. During the nine and three months ended September 30, 2009, we recognized losses on outstanding firm sales commitments of $1,310,000 and $1,229,000, respectively, which amounts include $992,000 relating to the Pryor Facility discussed below in footnote 7. The impact of these transactions is included in gross profit and operating income (loss) for each respective period. |
(4) |
As the result of entering into sales commitments with higher firm sales prices during 2008, we recognized sales with a gross profit of $5,143,000 and $1,585,000 higher than our comparable product sales made at lower market prices available during the nine and three months ended September 30, 2009, respectively. In addition, during the nine months ended September 30, 2009, we recognized recoveries of precious metals
totaling $2,456,000 compared to $1,343,000 for the same period in 2008. During the nine and three months ended September 30, 2009, we incurred expenses of $2,682,000 and $2,079,000, respectively, relating to planned major maintenance activities compared to $1,494,000 and $881,000 for each of the same periods in 2008, respectively. Also during the nine and three months ended September 30, 2008, the Cherokee Facility incurred costs of approximately $5,100,000 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. The impact of these transactions is included in gross profit and operating income (loss) for each respective period. |
(5) |
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. |
(6) |
For the nine month period ended September 30, 2008, we recognized other income of $7,560,000, net of attorneys’ fees, relating to a litigation judgment. |
(7) |
During the nine and three months ended September 30, 2009, we incurred expenses of $12,271,000 and $7,058,000, respectively, (including the $992,000 loss on firm sales commitments discussed above in footnote 3) associated with the start up of the Pryor Facility that we are in the process of activating. For the nine and three months ended September 30, 2008, we incurred expenses of $1,344,000 and $425,000,
respectively, associated with maintaining the Pryor Facility. These expenses are primarily included in SG&A for each respective period. |
(8) |
The amounts included in general corporate expenses and other business operations, net 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. |
September 30,
2009 |
December 31,
2008 |
|||||
(In Thousands) |
||||||
Assets |
||||||
Current assets: |
||||||
Cash and cash equivalents |
$ |
60,187 |
$ |
46,204 |
||
Restricted cash |
31 |
893 |
||||
Short-term investments |
10,000 |
- |
||||
Accounts receivable, net |
68,254 |
78,846 |
||||
Inventories: |
||||||
Finished goods |
23,773 |
30,679 |
||||
Work in process |
2,784 |
2,954 |
||||
Raw materials |
20,700 |
27,177 |
||||
Total inventories |
47,257 |
60,810 |
||||
Supplies, prepaid items and other: |
||||||
Prepaid insurance |
849 |
3,373 |
||||
Prepaid advertising |
1,369 |
- |
||||
Prepaid current income taxes |
1,375 |
- |
||||
Precious metals |
14,118 |
14,691 |
||||
Supplies |
4,949 |
4,301 |
||||
Other |
2,166 |
1,378 |
||||
Total supplies, prepaid items and other |
24,826 |
23,743 |
||||
Deferred income taxes |
7,015 |
11,417 |
||||
Total current assets |
217,570 |
221,913 |
||||
Property, plant and equipment, net |
114,202 |
104,292 |
||||
Other assets: |
||||||
Debt issuance costs, net |
1,831 |
2,607 |
||||
Investment in affiliate |
3,808 |
3,628 |
||||
Goodwill |
1,724 |
1,724 |
||||
Other, net |
1,892 |
1,603 |
||||
Total other assets |
9,255 |
9,562 |
||||
$ |
341,027 |
$ |
335,767 |
September 30,
2009 |
December 31,
2008 |
|||||
(In Thousands) |
||||||
Liabilities and Stockholders’ Equity |
||||||
Current liabilities: |
||||||
Accounts payable |
$ |
33,594 |
$ |
43,014 |
||
Short-term financing |
- |
2,228 |
||||
Accrued and other liabilities |
28,523 |
39,236 |
||||
Current portion of long-term debt |
3,161 |
1,560 |
||||
Total current liabilities |
65,278 |
86,038 |
||||
Long-term debt |
100,367 |
103,600 |
||||
Noncurrent accrued and other liabilities |
10,549 |
9,631 |
||||
Deferred income taxes |
11,598 |
6,454 |
||||
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, 25,368,270 shares issued (24,958,330 at December 31, 2008) |
2,537 |
2,496 |
||||
Capital in excess of par value |
129,406 |
127,337 |
||||
Accumulated other comprehensive loss |
- |
(120 |
) | |||
Retained earnings |
41,044 |
19,804 |
||||
175,987 |
152,517 |
|||||
Less treasury stock at cost: |
||||||
Common stock, 3,867,462 shares (3,848,518 at December 31, 2008) |
22,752 |
22,473 |
||||
Total stockholders' equity |
153,235 |
130,044 |
||||
$ |
341,027 |
$ |
335,767 |