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 August 6,
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 $168.4 million, a 21.5% increase from $138.6
million;
|
·
|
Operating
income was $12.8 million compared to $14.5
million;
|
·
|
Net
income was $6.0 million compared to $8.7
million;
|
·
|
Net
income applicable to common shareholders was $6.0 million compared to $8.7
million;
|
·
|
Diluted
earnings per common share were $0.27 compared
$0.38.
|
·
|
Net
sales were $298.8 million, a 3.5% increase from $288.8
million;
|
·
|
Operating
income was $17.2 million compared to $34.0
million;
|
·
|
Net
income was $7.7 million compared to $20.5
million;
|
·
|
Net
income applicable to common shareholders decreased to $7.4 million from
$20.2 million;
|
·
|
Diluted
earnings per common share were $0.35 compared to
$0.89.
|
·
|
a
42.8% decline in Climate Control operating income primarily due to lower
sales and higher material costs, partially offset by a decrease in
operating expenses;
|
·
|
a
48.1% net increase in Chemical Business operating income resulting from
increased sales volume in the agricultural, industrial and mining
products, including sales of $5.7 million generated by the Pryor, OK
facility (“Pryor Facility”). Pryor incurred operating losses of
$2.0 million for the second quarter 2010 compared to $3.2 million of
start-up expenses in the same quarter
2009.
|
Six
Months
|
Three
Months
|
||||||
2010
|
2009
|
2010
|
2009
|
||||
(in
thousands, except per share
amounts)
|
Net
sales
|
$ | 298,802 | $ | 288,760 | $ | 168,392 | $ | 138,563 | ||||||||
Cost
of sales
|
235,388 | 210,205 | 133,244 | 100,736 | ||||||||||||
Gross
profit
|
63,414 | 78,555 | 35,148 | 37,827 | ||||||||||||
Selling,
general and administrative expense
|
46,827 | 44,421 | 22,238 | 23,046 | ||||||||||||
Provisions
for (recoveries of) losses on accounts
receivable
|
(35 | ) | 28 | (44 | ) | (24 | ) | |||||||||
Other
expense
|
302 | 334 | 244 | 291 | ||||||||||||
Other
income
|
(906 | ) | (190 | ) | (100 | ) | (28 | ) | ||||||||
Operating
income
|
17,226 | 33,962 | 12,810 | 14,542 | ||||||||||||
Interest
expense
|
4,079 | 2,939 | 1,999 | 1,028 | ||||||||||||
Losses
(gains) on extinguishment of debt
|
52 | (1,743 | ) | 52 | (421 | ) | ||||||||||
Non-operating
other income, net
|
(38 | ) | (34 | ) | - | (11 | ) | |||||||||
Income
from continuing operations before provisions
for income taxes and equity in earnings of affiliate
|
13,133 | 32,800 | 10,759 | 13,946 | ||||||||||||
Provisions
for income taxes
|
5,891 | 12,800 | 4,979 | 5,451 | ||||||||||||
Equity
in earnings of affiliate
|
(528 | ) | (488 | ) | (267 | ) | (248 | ) | ||||||||
Income
from continuing operations
|
7,770 | 20,488 | 6,047 | 8,743 | ||||||||||||
Net
loss from discontinued operations
|
43 | 15 | 38 | 13 | ||||||||||||
Net
income
|
7,727 | 20,473 | 6,009 | 8,730 | ||||||||||||
Dividends
on preferred stocks
|
305 | 306 | - | - | ||||||||||||
Net
income applicable to common stock
|
$ | 7,422 | $ | 20,167 | $ | 6,009 | $ | 8,730 | ||||||||
Weighted
average common shares:
|
||||||||||||||||
Basic
|
21,227 | 21,174 | 21,229 | 21,238 | ||||||||||||
Diluted
|
21,692 | 23,587 | 22,377 | 23,674 | ||||||||||||
Income
per common share:
|
||||||||||||||||
Basic
|
$ | .35 | $ | .95 | $ | .28 | $ | .41 | ||||||||
Diluted
|
$ | .35 | $ | .89 | $ | .27 | $ | .38 |
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
for income taxes are as follows:
|
Six
Months Ended
June
30,
|
Three
Months Ended
June
30,
|
|||||||
(in
thousands)
|
||||||||
2010
|
2009
|
2010
|
2009
|
Federal
|
$
|
4,473
|
$
|
6,490
|
$
|
3,957
|
$
|
1,682
|
||||||
State
|
1,174
|
772
|
967
|
182
|
||||||||||
Total
current
|
$
|
5,647
|
$
|
7,262
|
$
|
4,924
|
$
|
1,864
|
Federal
|
$
|
226
|
$
|
4,970
|
$
|
49
|
$
|
3,219
|
||||||
State
|
18
|
568
|
6
|
368
|
||||||||||
Total
deferred
|
$
|
244
|
$
|
5,538
|
$
|
55
|
$
|
3,587
|
||||||
Provisions
for income taxes
|
$
|
5,891
|
$
|
12,800
|
$
|
4,979
|
$
|
5,451
|
Note 3:
|
During
the six and three months ended June 30, 2009, we acquired $9,200,000 and
$3,500,000, respectively, aggregate principal amount of the 2007
Debentures for approximately $7,134,000 and $2,960,000,
respectively. As a result, we recognized a gain on
extinguishment of debt of $1,743,000 and $421,000 respectively, after
writing off the unamortized debt issuance costs associated with the 2007
Debentures acquired.
|
|
During
the six and three months ended June 30, 2010, we acquired $2,500,000
aggregate principal amount of the 2007 Debentures for $2,494,000 and
recognized a loss on extinguishment of debt of approximately $52,000,
after writing-off 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 six
and three months ended June 30, 2010 and 2009 is detailed on the following
page.
|
Six Months and Three Months Ended June
30,
|
2010
|
2009
|
2010
|
2009
|
(in
thousands)
|
Net
sales:
|
|||||||||||||||
Climate
Control
|
$
|
113,499
|
$
|
139,030
|
$
|
59,828
|
$
|
66,982
|
|||||||
Chemical
|
181,250
|
144,371
|
106,378
|
69,893
|
|||||||||||
Other
|
4,053
|
5,359
|
2,186
|
1,688
|
|||||||||||
$
|
298,802
|
$
|
288,760
|
$
|
168,392
|
$
|
138,563
|
||||||||
Gross
profit: (1)
|
|||||||||||||||
Climate
Control
|
$
|
37,231
|
$
|
47,426
|
$
|
18,832
|
$
|
24,998
|
|||||||
Chemical (3)
|
24,760
|
29,429
|
15,602
|
12,281
|
|||||||||||
Other
|
1,423
|
1,700
|
714
|
548
|
|||||||||||
$
|
63,414
|
$
|
78,555
|
$
|
35,148
|
$
|
37,827
|
||||||||
Operating
income: (2)
|
|||||||||||||||
Climate
Control
|
$
|
12,520
|
$
|
21,204
|
$
|
6,993
|
$
|
12,226
|
|||||||
Chemical (3)(4)
|
11,063
|
18,835
|
9,178
|
6,197
|
|||||||||||
General
corporate expenses and other business operations,
net (2)
|
(6,357
|
)
|
(6,077
|
)
|
(3,361
|
)
|
(3,881
|
)
|
|||||||
17,226
|
33,962
|
12,810
|
14,542
|
||||||||||||
Interest
expense
|
(4,079
|
)
|
(2,939
|
)
|
(1,999
|
)
|
(1,028
|
)
|
|||||||
Gains
(losses) on extinguishment of debt
|
(52
|
)
|
1,743
|
(52
|
)
|
421
|
|||||||||
Non-operating
other income, net:
|
|||||||||||||||
Climate
Control
|
1
|
-
|
-
|
-
|
|||||||||||
Chemical
|
5
|
6
|
3
|
3
|
|||||||||||
Corporate and other business operations
|
32
|
28
|
(3
|
)
|
8
|
||||||||||
Provisions
for income taxes
|
(5,891
|
)
|
(12,800
|
)
|
(4,979
|
)
|
(5,451
|
)
|
|||||||
Equity
in earnings of affiliate, Climate Control
|
528
|
488
|
267
|
248
|
|||||||||||
Income
from continuing operations
|
$
|
7,770
|
$
|
20,488
|
$
|
6,047
|
$
|
8,743
|
(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)
|
As
the result of entering into sales commitments with higher firm sales
prices during 2008, we recognized sales with a gross profit of $761,000
higher than our comparable product sales made at lower market prices
available during the six months ended June 30, 2010, (not applicable for
the second quarter of 2010) compared to sales with a gross profit of
$3,558,000 and $1,058,000 higher than our comparable product sales made at
lower market prices available during the six and three months ended June
30, 2009, respectively. In addition, during the six months
ended June 30, 2010, we recognized gains on sales and recoveries of
precious metals totaling $112,000 (not applicable for the second quarter
of 2010) compared to gains totaling $2,222,000 and $9,000 during the six
and three months ended June 30, 2009, respectively. The impact
of these transactions increased gross profit and operating income for each
respective period. During the six and three months ended June
30, 2010, we incurred expenses of $2,696,000 and $1,264,000, respectively,
relating to planned major maintenance activities compared to expenses
totaling $604,000 and $484,000 during the six and three months ended June
30, 2009, respectively, During the six and three months ended
June 30, 2010, we recognized losses totaling $589,000 and gains totaling
$249,000, respectively, on our futures/forward contracts for natural gas
and ammonia compared to losses totaling $1,937,000 and $318,000 during the
six and three months ended June 30, 2009, respectively. The
impact of these expenses and losses decreased (gains increased) gross
profit and operating income for each respective
period.
|
(4)
|
During
the first six months of 2010, we began limited production and sales of
anhydrous ammonia and urea ammonium nitrate (“UAN”) at our previously
idled chemical facility located in Pryor, Oklahoma (the “Pryor
Facility”). However, the production was at rates lower than our
targeted production rates. As a result, we incurred losses of
$8,030,000 and $1,993,000 for the six and three months ended June 30,
2010. During the six and three months ended June 30, 2009, we
incurred start-up expenses of $5,213,000 and $3,217,000, respectively,
relating to the Pryor Facility. Excluding the impact of the gross profit
recognized during the first half of 2010, these expenses are primarily
included in SG&A for each respective
period.
|
June
30,
2010
|
December
31,
2009
|
(in
thousands)
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
$
|
65,285
|
$
|
61,739
|
||
Restricted
cash
|
276
|
30
|
||||
Short-term
investments
|
-
|
10,051
|
||||
Accounts
receivable, net
|
73,759
|
57,762
|
||||
Inventories:
|
||||||
Finished
goods
|
23,084
|
25,753
|
||||
Work
in process
|
2,778
|
2,466
|
||||
Raw
materials
|
21,347
|
22,794
|
||||
Total
inventories
|
47,209
|
51,013
|
||||
Supplies,
prepaid items and other:
|
||||||
Prepaid
income taxes
|
-
|
1,642
|
||||
Prepaid
insurance
|
2,086
|
4,136
|
||||
Precious
metals
|
11,422
|
13,083
|
||||
Supplies
|
5,976
|
4,886
|
||||
Other
|
2,299
|
1,626
|
||||
Total
supplies, prepaid items and other
|
21,783
|
25,373
|
||||
Deferred
income taxes
|
5,680
|
5,527
|
||||
Total
current assets
|
213,992
|
211,495
|
||||
Property,
plant and equipment, net
|
121,317
|
117,962
|
||||
Other
assets:
|
||||||
Debt
issuance costs, net
|
1,342
|
1,652
|
||||
Investment
in affiliate
|
4,126
|
3,838
|
||||
Goodwill
|
1,724
|
1,724
|
||||
Other,
net
|
2,274
|
1,962
|
||||
Total
other assets
|
9,466
|
9,176
|
||||
$
|
344,775
|
$
|
338,633
|
June
30,
2010
|
December
31,
2009
|
(in
thousands)
|
||||||
Liabilities
and Stockholders’ Equity
|
||||||
Current
liabilities:
|
||||||
Accounts
payable
|
$
|
38,297
|
$
|
37,553
|
||
Short-term
financing
|
955
|
3,017
|
||||
Accrued
and other liabilities
|
23,390
|
23,054
|
||||
Current
portion of long-term debt
|
3,456
|
3,205
|
||||
Total
current liabilities
|
66,098
|
66,829
|
||||
Long-term
debt
|
98,459
|
98,596
|
||||
Noncurrent
accrued and other liabilities
|
11,252
|
10,626
|
||||
Deferred
income taxes
|
12,467
|
11,975
|
||||
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, 25,413,145
shares issued (25,369,095 at December 31, 2009)
|
2,541
|
2,537
|
||||
Capital
in excess of par value
|
130,828
|
129,941
|
||||
Retained
earnings
|
48,504
|
41,082
|
||||
184,873
|
176,560
|
|||||
Less
treasury stock at cost:
|
||||||
Common
stock, 4,320,462 shares (4,143,362 at December 31, 2009)
|
28,374
|
25,953
|
||||
Total
stockholders' equity
|
156,499
|
150,607
|
||||
$
|
344,775
|
$
|
338,633
|