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))
|
99.1
|
Press
Release issued by LSB Industries, Inc. dated March 8,
2010
|
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 $115.3 million, a 35.8% decline from $179.5
million;
|
·
|
Operating
income was $2.5 million compared to $1.8
million;
|
·
|
Net
income was $38,000 compared to $3.6
million;
|
·
|
Net
income applicable to common shareholders was $38,000 compared to $3.6
million;
|
·
|
Diluted
earnings per common share were less than $0.01 compared
$0.16.
|
·
|
Net
sales were $531.8 million, a 29.0% decline from $749.0
million;
|
·
|
Operating
income was $40.7 million compared to $59.2
million;
|
·
|
Net
income was $21.6 million compared to $36.5
million;
|
·
|
Net
income applicable to common shareholders decreased to $21.3 million from
$36.2 million;
|
·
|
Diluted
earnings per common share were $0.96 compared to
$1.58.
|
·
|
The
timing of planned major maintenance ($3.7
million),
|
·
|
Reduced
losses on natural gas and anhydrous ammonia hedge contracts ($3.2
million),
|
·
|
2008
firm sales commitments settled in the fourth quarter of 2009, resulting in
higher gross profit compared to then current market prices ($1.4
million),
|
·
|
Other
plant variances and efficiencies ($1.6
million),
|
·
|
Partially
offset by lower gross profit on agricultural product sales ($3.2
million).
|
Year
Ended
December
31,
|
Three
Months Ended
December
31,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||
(In
Thousands, Except Share and Per Share Amounts)
|
||||||||||||||
Net
sales
|
$
|
531,838
|
$
|
748,967
|
$
|
115,300
|
$
|
179,541
|
||||||
Cost
of sales
|
394,424
|
610,087
|
87,094
|
153,328
|
||||||||||
Gross
profit
|
137,414
|
138,880
|
28,206
|
26,213
|
||||||||||
Selling,
general and administrative expense
|
96,374
|
86,646
|
25,826
|
24,013
|
||||||||||
Provisions
for (recovery of) losses on accounts receivable
|
90
|
371
|
(99
|
)
|
212
|
|||||||||
Other
expense
|
527
|
1,184
|
66
|
238
|
||||||||||
Other
income
|
(287
|
)
|
(8,476
|
)
|
(
65
|
)
|
(59
|
)
|
||||||
Operating
income
|
40,710
|
59,155
|
2,478
|
1,809
|
||||||||||
Interest
expense
|
6,746
|
11,381
|
1,607
|
5,018
|
||||||||||
Loss
(gains) on extinguishment of debt
|
(1,783
|
)
|
(5,529
|
)
|
13
|
(5,529
|
)
|
|||||||
Non-operating
other expense (income), net
|
(130
|
)
|
(1,096
|
)
|
(
58
|
)
|
29
|
|||||||
Income
from continuing operations before provisions
for (benefits from) income taxes and
equity in earnings of affiliate
|
35,877
|
54,399
|
916
|
2,291
|
||||||||||
Provisions
for (benefit from) income taxes
|
15,024
|
18,776
|
914
|
(1,041
|
)
|
|||||||||
Equity
in earnings of affiliate
|
(996
|
)
|
(937
|
)
|
(256
|
)
|
(240
|
)
|
||||||
Income
from continuing operations
|
21,849
|
36,560
|
258
|
3,572
|
||||||||||
Net
loss from discontinued operations
|
265
|
13
|
220
|
-
|
||||||||||
Net
income
|
21,584
|
36,547
|
38
|
3,572
|
||||||||||
Dividends
on preferred stocks
|
306
|
306
|
-
|
-
|
||||||||||
Net
income applicable to common stock
|
$
|
21,278
|
$
|
36,241
|
$
|
38
|
$
|
3,572
|
||||||
Weighted
average common shares:
|
||||||||||||||
Basic
|
21,294,780
|
21,170,418
|
21,342,956
|
21,214,189
|
||||||||||
Diluted
|
22,492,446
|
24,132,738
|
22,417,153
|
22,518,578
|
||||||||||
Income
(loss) per common share:
|
||||||||||||||
Basic:
|
||||||||||||||
Income
from continuing operations
|
$
|
1.01
|
$
|
1.71
|
$
|
.01
|
$
|
.17
|
||||||
Net
loss from discontinued operations
|
(
.01
|
)
|
-
|
(.01
|
)
|
-
|
||||||||
Net
income
|
$
|
1.00
|
$
|
1.71
|
$
|
-
|
$
|
.17
|
||||||
Diluted:
|
||||||||||||||
Income
from continuing operations
|
$
|
.97
|
$
|
1.58
|
$
|
.01
|
$
|
.16
|
||||||
Net
loss from discontinued operations
|
(
.01
|
)
|
-
|
(.01
|
)
|
-
|
||||||||
Net
income
|
$
|
.96
|
$
|
1.58
|
$
|
-
|
$
|
.16
|
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:
|
Provisions (benefits) for
income taxes are as follows:
|
Years
Ended
December
31,
|
|
Three
Months Ended
December
31,
|
2009
|
2008
|
2009
|
2008
|
(In
Thousands)
|
Federal
|
$
|
2,456
|
$
|
17,388
|
$
|
(1,789
|
)
|
$
|
3,747
|
|||||
State
|
1,337
|
1,651
|
845
|
(101
|
)
|
|||||||||
Total
current
|
$
|
3,793
|
$
|
19,039
|
$
|
(944
|
)
|
$
|
3,646
|
Federal
|
$
|
9,611
|
$
|
595
|
$
|
931
|
$
|
(3,332
|
)
|
|||||
State
|
1,620
|
(858
|
)
|
927
|
(1,355
|
)
|
||||||||
Total
deferred
|
$
|
11,231
|
$
|
(263
|
)
|
$
|
1,858
|
$
|
(4,687
|
)
|
||||
Provisions
(benefits) for income taxes
|
$
|
15,024
|
$
|
18,776
|
$
|
914
|
$
|
(1,041
|
)
|
|
Note
3: During 2009 and 2008, we acquired $11.1 million and
$19.5 million, respectively aggregate principal amount of the 2007
Debentures for $8.9 million and $13.2 million,
respectively. Accordingly, we recognized gains on
extinguishment of debt of $1.8 million and $5.5 million, for 2009 and 2008
respectively, after writing the unamortized debt issuance costs associated
with the 2007 Debentures acquired.
|
|
Note
4: Information about the Company’s operations in
different industry segments for the year and three months ended December
31, 2009 and 2008 is detailed on the following
page.
|
|
LSB
Industries, Inc.
|
|
Notes
to Unaudited Financial Highlights
|
|
Years
and Three Months Ended December 31, 2009 and
2008
|
Years
Ended
December
31,
|
|
Three
Months Ended
December
31,
|
2009
|
2008
|
2009
|
2008
|
(In
Thousands)
|
Net
sales:
|
|||||||||||||||
Climate
Control
|
$
|
266,169
|
$
|
311,380
|
$
|
59,726
|
$
|
81,077
|
|||||||
Chemical
|
257,832
|
424,117
|
53,743
|
94,847
|
|||||||||||
Other
|
7,837
|
13,470
|
1,831
|
3,617
|
|||||||||||
$
|
531,838
|
$
|
748,967
|
$
|
115,300
|
$
|
179,541
|
||||||||
Gross
profit: (1)
|
|||||||||||||||
Climate
Control
|
$
|
92,409
|
$
|
96,633
|
$
|
20,237
|
$
|
24,287
|
|||||||
Chemical
|
42,422
|
37,991
|
7,331
|
810
|
|||||||||||
Other
|
2,583
|
4,256
|
638
|
1,116
|
|||||||||||
$
|
137,414
|
$
|
138,880
|
$
|
28,206
|
$
|
26,213
|
||||||||
Operating
income (loss): (2)
|
|||||||||||||||
Climate
Control
|
$
|
37,706
|
$
|
38,944
|
$
|
5,560
|
$
|
7,927
|
|||||||
Chemical (3)
|
15,122
|
31,340
|
(369
|
)
|
(3,146
|
)
|
|||||||||
General
corporate expenses and other business operations, net
|
(12,118
|
)
|
(11,129
|
)
|
(2,713
|
)
|
(2,972
|
)
|
|||||||
40,710
|
59,155
|
2,478
|
1,809
|
||||||||||||
Interest
expense
|
(6,746
|
)
|
(11,381
|
)
|
(1,607
|
)
|
(5,018
|
)
|
|||||||
Gain
(loss) on extinguishment of debt
|
1,783
|
5,529
|
(13
|
)
|
5,529
|
||||||||||
Non-operating
other income (expense), net:
|
|||||||||||||||
Climate
Control
|
8
|
1
|
8
|
-
|
|||||||||||
Chemical
|
31
|
27
|
5
|
(37
|
)
|
||||||||||
Corporate
and other business operations
|
91
|
1,068
|
45
|
8
|
|||||||||||
Benefits
from (provisions for) income taxes
|
(15,024
|
)
|
(18,776
|
)
|
(914
|
)
|
1,041
|
||||||||
Equity
in earnings of affiliate, Climate Control
|
996
|
937
|
256
|
240
|
|||||||||||
Income
from continuing operations
|
$
|
21,849
|
$
|
36,560
|
$
|
258
|
$
|
3,572
|
|
LSB
Industries, Inc.
|
|
Notes
to Unaudited Financial Highlights
|
|
Years
and Three Months Ended December 31, 2009 and
2008
|
|
(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
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 less selling, general and administrative expense
(“SG&A”) incurred plus other income and other expense earned/incurred
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.
|
|
(3)
|
During
the year ended December 31, 2008, we recognized operating income of $7.6
million relating to a litigation
judgment.
|
|
LSB
Industries,
Inc.
|
|
Consolidated
Balance Sheets
|
|
(Unaudited)
|
December
31,
|
2009
|
2008
|
(In
Thousands)
|
Assets
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
$
|
61,739
|
$
|
46,204
|
||
Restricted
cash
|
30
|
893
|
||||
Short-term
investments
|
10,051
|
-
|
||||
Accounts
receivable, net
|
57,762
|
78,846
|
||||
Inventories
|
51,013
|
60,810
|
||||
Supplies,
prepaid items and other:
|
||||||
Prepaid
insurance
|
4,136
|
3,373
|
||||
Prepaid
income taxes
|
1,642
|
-
|
||||
Precious
metals
|
13,083
|
14,691
|
||||
Supplies
|
4,886
|
4,301
|
||||
Other
|
1,626
|
1,378
|
||||
Total
supplies, prepaid items and other
|
25,373
|
23,743
|
||||
Deferred
income taxes
|
5,527
|
11,417
|
||||
Total
current assets
|
211,495
|
221,913
|
||||
Property,
plant and equipment, net
|
117,962
|
104,292
|
||||
Other
assets:
|
||||||
Debt
issuance costs, net
|
1,652
|
2,607
|
||||
Investment
in affiliate
|
3,838
|
3,628
|
||||
Goodwill
|
1,724
|
1,724
|
||||
Other,
net
|
1,962
|
1,603
|
||||
Total
other assets
|
9,176
|
9,562
|
||||
$
|
338,633
|
$
|
335,767
|
|
LSB
Industries, Inc.
|
|
Consolidated
Balance Sheets
|
|
(Unaudited)
|
December
31,
|
||||||
2009
|
2008
|
|||||
(In
Thousands)
|
||||||
Liabilities
and Stockholders’ Equity
|
||||||
Current
liabilities:
|
||||||
Accounts
payable
|
$
|
37,553
|
$
|
43,014
|
||
Short-term
financing
|
3,017
|
2,228
|
||||
Accrued
and other liabilities
|
23,054
|
39,236
|
||||
Current
portion of long-term debt
|
3,205
|
1,560
|
||||
Total
current liabilities
|
66,829
|
86,038
|
||||
Long-term
debt
|
98,596
|
103,600
|
||||
Noncurrent
accrued and other liabilities
|
10,626
|
9,631
|
||||
Deferred
income taxes
|
11,975
|
6,454
|
||||
Commitments
and 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 and outstanding
|
1,000
|
1,000
|
||||
Common
stock, $.10 par value; 75,000,000 shares authorized, 25,369,095
shares issued (24,958,330 at December 31, 2008)
|
2,537
|
2,496
|
||||
Capital
in excess of par value
|
129,941
|
127,337
|
||||
Accumulated
other comprehensive loss
|
-
|
(120
|
)
|
|||
Retained
earnings
|
41,082
|
19,804
|
||||
176,560
|
152,517
|
|||||
Less
treasury stock at cost:
|
||||||
Common
stock, 4,143,362 shares (3,848,518 at December
31, 2008)
|
25,953
|
22,473
|
||||
Total
stockholders' equity
|
150,607
|
130,044
|
||||
$
|
338,633
|
$
|
335,767
|