Delaware
|
1-7677
|
73-1015226
|
||
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
|
(IRS Employer
Identification No.)
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||
16 South Pennsylvania Avenue, Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip Code) |
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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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99.1
|
Press Release issued by LSB Industries, Inc. dated November 4, 2010
|
COMPANY CONTACT:
|
Investor Relations Contact:
|
Tony M. Shelby, Chief Financial Officer
|
Linda Latman (212) 836-9609
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(405) 235-4546
|
Lena Cati (212) 836-9611
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|
The Equity Group Inc.
|
·
|
Net sales were $138.9 million, an 8.7% increase from $127.8 million;
|
·
|
Operating income was $8.5 million compared to $4.3 million;
|
·
|
Net income was $3.8 million compared to $1.1 million;
|
·
|
Diluted earnings per common share were $0.17 compared $0.05.
|
·
|
Net sales were $437.8 million, a 5.1% increase from $416.5 million;
|
·
|
Operating income was $25.7 million compared to $38.2 million;
|
·
|
Net income was $11.5 million compared to $21.5 million;
|
·
|
Net income applicable to common shareholders was $11.2 million compared to $21.2 million;
|
·
|
Diluted earnings per common share were $0.52 compared to $0.95.
|
·
|
a $0.8 million decline in Climate Control operating income primarily due to lower sales and higher material costs, partially offset by a decrease in operating expenses;
|
·
|
a $4.6 million increase in Chemical Business operating income resulting from increased sales volume of the industrial and mining products. The Pryor, Oklahoma facility’s (“Pryor Facility”) overhead and other costs of approximately $6.2 million for the quarter included a planned major maintenance activity (“Turnaround”) of $1.3 million charged to cost of sales, $4.6 million charged to selling, general and administrative (“SG&A”) expense and $0.3 million of other expense. Pryor Facility costs charged to SG&A expense for the three months ended September 30, 2009 were approximately $6.1 million. The third quarter 2010 operating income also benefited from $3.1 million attributable to insurance recoveries.
|
Nine Months
|
Three Months
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net sales
|
$
|
437,750
|
$
|
416,538
|
$
|
138,948
|
$
|
127,778
|
||||||||
Cost of sales
|
344,897
|
307,330
|
109,509
|
97,125
|
||||||||||||
Gross profit
|
92,853
|
109,208
|
29,439
|
30,653
|
||||||||||||
Selling, general and administrative expense
|
70,775
|
70,548
|
23,948
|
26,127
|
||||||||||||
Provisions for (recoveries of) losses on accounts receivable
|
(14
|
)
|
189
|
21
|
161
|
|||||||||||
Other expense
|
575
|
461
|
273
|
127
|
||||||||||||
Other income
|
(4,179
|
)
|
(222
|
)
|
(3,273
|
)
|
(32
|
)
|
||||||||
Operating income
|
25,696
|
38,232
|
8,470
|
4,270
|
||||||||||||
Interest expense
|
5,943
|
5,139
|
1,864
|
2,200
|
||||||||||||
Losses (gains) on extinguishment of debt
|
52
|
(1,796
|
)
|
-
|
(53
|
)
|
||||||||||
Non-operating other income, net
|
(48
|
)
|
(72
|
)
|
(10
|
)
|
(38
|
)
|
||||||||
Income from continuing operations before provisions for income taxes and equity in earnings of affiliate
|
19,749
|
34,961
|
6,616
|
2,161
|
||||||||||||
Provisions for income taxes
|
8,821
|
14,110
|
2,930
|
1,310
|
||||||||||||
Equity in earnings of affiliate
|
(719
|
)
|
(740
|
)
|
(191
|
)
|
(252
|
)
|
||||||||
Income from continuing operations
|
11,647
|
21,591
|
3,877
|
1,103
|
||||||||||||
Net loss from discontinued operations
|
122
|
45
|
79
|
30
|
||||||||||||
Net income
|
11,525
|
21,546
|
3,798
|
1,073
|
||||||||||||
Dividends on preferred stocks
|
305
|
306
|
-
|
-
|
||||||||||||
Net income applicable to common stock
|
$
|
11,220
|
$
|
21,240
|
$
|
3,798
|
$
|
1,073
|
||||||||
Weighted average common shares:
|
||||||||||||||||
Basic
|
21,182
|
21,279
|
21,094
|
21,487
|
||||||||||||
Diluted
|
22,281
|
23,623
|
22,193
|
22,633
|
||||||||||||
Income per common share:
|
||||||||||||||||
Basic
|
$
|
.53
|
$
|
1.00
|
$
|
.18
|
$
|
.05
|
||||||||
Diluted
|
$
|
.52
|
$
|
.95
|
$
|
.17
|
$
|
.05
|
LSB Industries, Inc.
|
Notes to Unaudited Financial Highlights
|
Nine Months and Three Months Ended September 30, 2010 and 2009
|
Note 1:
|
Net income applicable to common stock is computed by adjusting net income by the amount of preferred stock dividends. 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 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:
|
Nine Months Ended
September 30,
|
Three Months Ended
September 30,
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Current:
|
||||||||||||||||
Federal
|
$ | 5,059 | $ | 4,245 | $ | 586 | $ | (2,245 | ) | |||||||
State
|
1,437 | 492 | 263 | (280 | ) | |||||||||||
Total current
|
$ | 6,496 | $ | 4,737 | $ | 849 | $ | (2,525 | ) | |||||||
Deferred:
|
||||||||||||||||
Federal
|
$ | 2,026 | $ | 8,680 | $ | 1,800 | $ | 3,710 | ||||||||
State
|
299 | 693 | 281 | 125 | ||||||||||||
Total deferred
|
$ | 2,325 | $ | 9,373 | $ | 2,081 | $ | 3,835 | ||||||||
Provisions for income taxes
|
$ | 8,821 | $ | 14,110 | $ | 2,930 | $ | 1,310 |
|
The tax provision for the nine months ended September 30, 2010 was 43.4% of pre-tax income and included the impact of the increased domestic manufacturer’s deduction available in 2010, the advanced energy credits and the additional income tax provision related to nondeductible expenses in prior years.
|
|
During June 2010, we determined that certain nondeductible expenses had not been properly identified relating to the 2007-2009 provisions for income taxes. As a result, we recorded an additional income tax provision of approximately $800,000. For the nine months ended September 30, 2010, the effect of this adjustment decreased basic and diluted net income per share by $.04.
|
Note 3:
|
During the nine months ended September 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.
|
|
During the nine and three months ended September 30, 2009, we acquired $10,100,000 and $900,000, respectively, aggregate principal amount of the 2007 Debentures for approximately $7,953,000 and $819,000, respectively. As a result, we recognized a gain on extinguishment of debt of $1,796,000 and $53,000 respectively, 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 nine and three months ended September 30, 2010 and 2009 is detailed on the following page.
|
LSB Industries, Inc.
|
Notes to Unaudited Financial Highlights
|
Nine Months Ended
September 30,
|
Three Months Ended
September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
(in thousands)
|
||||||||||||||||
Net sales:
|
||||||||||||||||
Climate Control
|
$ | 178,045 | $ | 206,443 | $ | 64,546 | $ | 67,413 | ||||||||
Chemical
|
253,828 | 204,089 | 72,578 | 59,718 | ||||||||||||
Other
|
5,877 | 6,006 | 1,824 | 647 | ||||||||||||
$ | 437,750 | $ | 416,538 | $ | 138,948 | $ | 127,778 | |||||||||
Gross profit: (1)
|
||||||||||||||||
Climate Control (2)
|
$ | 60,195 | $ | 72,172 | $ | 22,964 | $ | 24,746 | ||||||||
Chemical (3)
|
30,631 | 35,091 | 5,871 | 5,662 | ||||||||||||
Other
|
2,027 | 1,945 | 604 | 245 | ||||||||||||
$ | 92,853 | $ | 109,208 | $ | 29,439 | $ | 30,653 | |||||||||
Operating income: (4)
|
||||||||||||||||
Climate Control (2)
|
$ | 22,632 | $ | 32,146 | $ | 10,112 | $ | 10,942 | ||||||||
Chemical (3) (5)
|
12,310 | 15,491 | 1,247 | (3,344 | ) | |||||||||||
General corporate expenses and other business operations, net
|
(9,246 | ) | (9,405 | ) | (2,889 | ) | (3,328 | ) | ||||||||
25,696 | 38,232 | 8,470 | 4,270 | |||||||||||||
Interest expense
|
(5,943 | ) | (5,139 | ) | (1,864 | ) | (2,200 | ) | ||||||||
Gains (losses) on extinguishment of debt
|
(52 | ) | 1,796 | - | 53 | |||||||||||
Non-operating other income, net:
|
||||||||||||||||
Climate Control
|
1 | - | - | - | ||||||||||||
Chemical
|
6 | 26 | 1 | 20 | ||||||||||||
Corporate and other business operations
|
41 | 46 | 9 | 18 | ||||||||||||
Provisions for income taxes
|
(8,821 | ) | (14,110 | ) | (2,930 | ) | (1,310 | ) | ||||||||
Equity in earnings of affiliate, Climate Control
|
719 | 740 | 191 | 252 | ||||||||||||
Income from continuing operations
|
$ | 11,647 | $ | 21,591 | $ | 3,877 | $ | 1,103 |
LSB Industries, Inc.
|
Notes to Unaudited Financial Highlights
|
Nine Months and Three Months Ended September 30, 2010 and 2009
|
|
(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, 2010, we recognized gains totaling $193,000 and $508,000, respectively, on our futures contracts for copper compared to gains totaling $1,193,000 and $404,000 during the nine and three months ended September 30, 2009, 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.
|
|
(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 nine months ended September 30, 2010, (not applicable for the third quarter of 2010) compared to 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 and three months ended September 30, 2010, we recognized gains on sales and recoveries of precious metals totaling $863,000 and $751,000, respectively, compared to gains totaling $2,456,000 and $234,000 during the nine and three months ended September 30, 2009, respectively. During the nine and three months ended September 30, 2010, we incurred expenses of
$6,646,000 and $3,950,000, respectively, (of which $1,301,000 relates to the Pryor Facility) relating to planned major maintenance activities compared to expenses totaling $2,682,000 and $2,079,000 during the nine and three months ended September 30, 2009, respectively. During the nine and three months ended September 30, 2010, we recognized losses totaling $957,000 and gains totaling $368,000, respectively, on our futures/forward contracts for natural gas and ammonia compared to losses totaling $2,791,000 and $854,000 during the nine and three months ended September 30, 2009, respectively. 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 note 5.
|
|
(4)
|
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 SG&A expense 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.
|
LSB Industries, Inc.
|
Notes to Unaudited Financial Highlights
|
Nine Months and Three Months Ended September 30, 2010 and 2009
|
|
(5)
|
During the first nine months of 2010, we began limited production and sales of anhydrous ammonia and UAN at our previously idled Pryor Facility. However the production during this period was at rates lower than our targeted production rates. As the result of a pipe failure and fire that occurred in June 2010 within the Pryor Facility as previously discussed, we had minimal production and sales of anhydrous ammonia and UAN during the third quarter of 2010. Consequently, we incurred net operating losses of $11,158,000 and $3,128,000 for the nine months and three months ended September 30, 2010, respectively. These operating losses include other income of $2,769,000 associated with a property insurance recovery and, as discussed above in note 3, Turnaround costs of $1,301,000. 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 note 3) relating to the Pryor Facility. Excluding the impact of gross profit and other income recognized during each 2010 respective period and the loss on firm sales commitments incurred during each 2009 respective period, these expenses are primarily included in SG&A for each respective period. In addition, our Chemical Business recognized other income totaling $1,085,000 and $346,000 during the nine and three months ended September 30, 2010, respectively, associated with other property insurance recoveries.
|
LSB Industries, Inc.
|
Consolidated Balance Sheets
|
(Unaudited)
|
September 30,
2010
|
December 31,
2009
|
(in thousands)
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 51,437 | $ | 61,739 | ||||
Restricted cash
|
197 | 30 | ||||||
Short-term investments
|
10,004 | 10,051 | ||||||
Accounts receivable, net
|
71,439 | 57,762 | ||||||
Inventories:
|
||||||||
Finished goods
|
29,211 | 25,753 | ||||||
Work in process
|
3,289 | 2,466 | ||||||
Raw materials
|
20,566 | 22,794 | ||||||
Total inventories
|
53,066 | 51,013 | ||||||
Supplies, prepaid items and other:
|
||||||||
Prepaid income taxes
|
1,396 | 1,642 | ||||||
Prepaid insurance
|
997 | 4,136 | ||||||
Precious metals
|
12,919 | 13,083 | ||||||
Supplies
|
6,575 | 4,886 | ||||||
Other
|
1,948 | 1,626 | ||||||
Total supplies, prepaid items and other
|
23,835 | 25,373 | ||||||
Deferred income taxes
|
5,605 | 5,527 | ||||||
Total current assets
|
215,583 | 211,495 | ||||||
Property, plant and equipment, net
|
133,717 | 117,962 | ||||||
Other assets:
|
||||||||
Debt issuance costs, net
|
1,197 | 1,652 | ||||||
Investment in affiliate
|
4,132 | 3,838 | ||||||
Goodwill
|
1,724 | 1,724 | ||||||
Other, net
|
2,745 | 1,962 | ||||||
Total other assets
|
9,798 | 9,176 | ||||||
$ | 359,098 | $ | 338,633 |
LSB Industries, Inc.
|
Consolidated Balance Sheets
|
(Unaudited)
|
September 30,
2010
|
December 31,
2009
|
(in thousands)
|
||||||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 43,956 | $ | 37,553 | ||||
Short-term financing
|
- | 3,017 | ||||||
Accrued and other liabilities
|
27,020 | 23,054 | ||||||
Current portion of long-term debt
|
3,475 | 3,205 | ||||||
Total current liabilities
|
74,451 | 66,829 | ||||||
Long-term debt
|
97,456 | 98,596 | ||||||
Noncurrent accrued and other liabilities
|
12,095 | 10,626 | ||||||
Deferred income taxes
|
14,474 | 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, 25,419,795 shares issued (25,369,095 at December 31, 2009)
|
2,542 | 2,537 | ||||||
Capital in excess of par value
|
131,152 | 129,941 | ||||||
Retained earnings
|
52,302 | 41,082 | ||||||
188,996 | 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
|
160,622 | 150,607 | ||||||
$ | 359,098 | $ | 338,633 |