Delaware
|
1-7677
|
73-1015226
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
16
South Pennsylvania, 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))
|
• quarterly
interest payments which began September 30,
2004;
|
• quarterly
principal payments of $312,500 which began October 1,
2007;
|
•
|
a
final payment of the remaining outstanding principal of $47.5 million
and
accrued interest on September 16,
2009.
|
(a)
|
interest
will accrue at a defined LIBOR rate plus a defined LIBOR margin,
resulting
in a pro-forma borrowing rate at November 1, 2007 of 7.91%, approximately
3.1% lower than the rate on the Prior Senior Secured Loan which
was
replaced;
|
(b)
|
only
quarterly interest payments are required, with final payment of
interest
and principal payable at maturity on the fifth anniversary of
funding;
|
(c)
|
the
collateral securing the Term Loan is limited
to:
|
|
●
|
the
real property and equipment located at the Company’s chemical plant
facility in El Dorado, Arkansas,
|
|
●
|
the
real property and equipment located at the Company’s chemical plant
facility in Cherokee, Alabama; and
|
(d)
|
the
Term Loan is subject to a minimum Fixed Charge Coverage Ratio and
a
maximum Leverage Ratio, both as defined in the Term Loan Agreement,
measured quarterly on a trailing twelve-month basis. On a
pro-forma basis, the Term Loan Borrowers’ Fixed Charge Coverage Ratio
exceeded the required minimum ratio for the twelve-month period
ended
September 30, 2007 and the pro-forma Leverage Ratio at September
30, 2007,
was less than the maximum permitted in the Term
Loan.
|
4.1
|
Term
Loan Agreement, dated as of November 2, 2007, among LSB Industries,
Inc.,
ThermaClime, Inc. and certain subsidiaries of ThermaClime, Inc.,
Cherokee
Nitrogen Holdings, Inc., the Lenders signatory thereto, Banc of
America
Leasing & Capital, LLC as the Administrative and Collateral Agent, and
Bank of Utah as Payment Agent, which
the Company hereby incorporates by reference from Exhibit 4.1 to
the
Company’s Form 10-Q for the fiscal quarter ended September 30,
2007.
|
4.2
|
Amended
and Restated Loan and Security Agreement by and among LSB Industries,
Inc., ThermaClime, Inc. and each of its subsidiaries that are Signatories,
the lenders and Wells Fargo Foothill, Inc., which the Company hereby
incorporates by reference from Exhibit 4.2 to the Company’s Form 10-Q for
the fiscal quarter ended September 30,
2007.
|
99.1
|
Press
Release issued by LSB Industries, Inc. dated November 5,
2007
|
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 increased 19% to $147.6 million from $124.0
million;
|
·
|
Operating
income rose 181% to $19.1 million from $6.8
million;
|
·
|
Net
income increased to $18.3 million compared to $3.5
million;
|
·
|
After
deducting preferred stock dividend requirements, net income applicable
to
common stock was $18.1 million, up 505% from $3.0
million;
|
·
|
Diluted
earnings per share rose to $.77 per share from
$.18.
|
·
|
Net
sales increased 23% to $451.8 million from $368.2
million;
|
·
|
Operating
income was $47.8 million, up 125% compared to $21.2
million;
|
·
|
Net
income of $42.3 million was 231% ahead of last year’s $12.8
million.
|
·
|
A $3.3 million gain from settlement of pending litigation, and |
·
|
A
partial settlement of $1.5 million as an advance payment for an insurance
recovery on a business interruption
claim.
|
Nine
Months
|
Three
Months
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(In
Thousands, Except Per Share Amounts)
|
||||||||||||||||
Net
sales
|
$ |
451,754
|
$ |
368,216
|
$ |
147,613
|
$ |
123,968
|
||||||||
Cost
of sales
|
349,873
|
299,179
|
112,441
|
99,905
|
||||||||||||
Gross
profit
|
101,881
|
69,037
|
35,172
|
24,063
|
||||||||||||
Selling,
general and administrative expense
|
55,821
|
46,756
|
18,827
|
17,034
|
||||||||||||
Provisions
for losses on accounts receivable
|
874
|
599
|
253
|
317
|
||||||||||||
Other
expense
|
853
|
706
|
335
|
15
|
||||||||||||
Other
income
|
(3,440 | ) | (231 | ) | (3,340 | ) | (83 | ) | ||||||||
Operating
income
|
47,773
|
21,207
|
19,097
|
6,780
|
||||||||||||
Interest
expense
|
8,062
|
8,957
|
3,482
|
3,196
|
||||||||||||
Non-operating
other income, net
|
(605 | ) | (565 | ) | (532 | ) | (68 | ) | ||||||||
Income
from continuing operations before provisions
(benefits) for income taxes and
equity
in earnings of affiliate
|
40,316
|
12,815
|
16,147
|
3,652
|
||||||||||||
Provisions
(benefits) for income taxes
|
(1,017 | ) |
408
|
(1,549 | ) |
208
|
||||||||||
Equity
in earnings of affiliate
|
(654 | ) | (611 | ) | (223 | ) | (206 | ) | ||||||||
Income
from continuing operations
|
41,987
|
13,018
|
17,919
|
3,650
|
||||||||||||
Net
loss (income) from discontinued operations
|
(348 | ) |
244
|
(377 | ) |
113
|
||||||||||
Net
income
|
42,335
|
12,774
|
18,296
|
3,537
|
||||||||||||
Dividend
requirements and stock dividends on preferred stock exchanged in
March
2007
|
4,971
|
746
|
-
|
249
|
||||||||||||
Other
preferred stock dividends and dividend requirements
|
637
|
909
|
203
|
302
|
||||||||||||
Net
income applicable to common stock
|
$ |
36,727
|
$ |
11,119
|
$ |
18,093
|
$ |
2,986
|
||||||||
Weighted
average common shares:
|
||||||||||||||||
Basic
|
19,150
|
13,839
|
20,220
|
13,979
|
||||||||||||
Diluted
|
22,990
|
21,058
|
25,072
|
21,346
|
||||||||||||
Income
(loss) per common share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Income
from continuing operations
|
$ |
1.90
|
$ |
.82
|
$ |
.87
|
$ |
.22
|
||||||||
Net
income (loss) from discontinued operations
|
.02
|
(.02 | ) |
.02
|
(.01 | ) | ||||||||||
Net
income
|
$ |
1.92
|
$ |
.80
|
$ |
.89
|
$ |
.21
|
||||||||
Diluted:
|
||||||||||||||||
Income
from continuing operations
|
$ |
1.65
|
$ |
.66
|
$ |
.75
|
$ |
.19
|
||||||||
Net
income (loss) from discontinued operations
|
.02
|
(.01 | ) |
.02
|
(.01 | ) | ||||||||||
Net
income
|
$ |
1.67
|
$ |
.65
|
$ |
.77
|
$ |
.18
|
|
Note
1: Net income applicable to common stock is computed by adjusting
net
income by the amount of preferred stock dividend requirements and
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 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: In September 2006, the Financial Accounting Standards Board (“FASB”)
issued FASB Staff Position No. AUG AIR-1 (“FSP”), accounting for planned
major maintenance activities (“Turnarounds”). Effective January
1, 2007, we changed from the accrue-in-advance method which we were
using
to the preferred direct expensing method in accordance with the
FSP. As a result of the change, net income for the nine and
three months ended September 30, 2006 as presented in the Unaudited
Financial Highlights has been increased $232,000 and $197,000,
respectively, as a result of the retrospective application of the
FSP.
|
|
Note
3: At December 31, 2006, we had regular-tax net operating loss (“NOL”)
carryforwards for federal income taxes of approximately $49.9 million
that
begin expiring in 2019. Prior to September 30, 2007, we had
valuation allowances in place against the deferred tax asset arising
from
the NOL’s and other temporary differences. However as the result of
improving financial results including the unusual settlements as
mentioned
above in the quarter ended September 30, 2007 and our current expectation
of generating taxable income in the future, we reversed valuation
allowances of approximately $3.2 million as a benefit for income
taxes for
the nine months and three months ended September 30,
2007.
|
|
Due
to the NOL carryforwards, the only provisions for income taxes for
the
nine and three-month periods of 2007 and 2006 were for federal alternative
minimum taxes and state income taxes. We anticipate fully
utilizing the NOL carryforwards in 2008 at which time, we will begin
recognizing and paying federal income taxes at regular corporate
tax
rates.
|
|
Note
4: Information about the Company’s operations in different
industry segments for the nine and three months ended September 30,
2007
and 2006 is detailed on the following
page.
|
Nine
Months
|
Three
Months
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(In
Thousands, Except Per Share Amounts)
|
||||||||||||||||
Net
sales
|
|
|
|
|
||||||||||||
Climate
Control
|
$
|
221,464 | $ | 160,245 | $ | 75,641 | $ | 61,210 | ||||||||
Chemical
|
222,394 | 201,461 | 69,252 | 60,764 | ||||||||||||
Other
|
7,896
|
6,510
|
2,720
|
1,994
|
||||||||||||
$ | 451,754 | $ | 368,216 | $ | 147,613 | $ | 123,968 | |||||||||
|
|
|
|
|||||||||||||
Gross profit: (1) |
|
|
|
|||||||||||||
Climate
Control
|
$ |
65,061
|
$ |
48,362
|
$ |
22,433
|
$ |
17,853
|
||||||||
Chemcial
(2) (3)
|
33,980
|
18,430
|
111,738
|
5,531
|
||||||||||||
Other
|
2,840 | 2,245 | 1,001 | 679 | ||||||||||||
$ |
101,881
|
$ |
69,037
|
$ |
35,172
|
$ |
24,063
|
|||||||||
Operating
income (loss): (4)
|
|
|||||||||||||||
Climiate
Control
|
$ | 27,875 | $ | 18,480 | $ | 9,750 | $ | 6,903 | ||||||||
Chemcial
(2) (3) (5)
|
27,123 | 9,019 | 11,477 | 2,393 | ||||||||||||
General
corporate expenses and other business operations, net
(6)
|
(7,225 | ) | (6,292 | ) | (2,130 | ) | (2,516 | ) | ||||||||
|
47,773
|
21,207
|
19,097
|
6,780
|
||||||||||||
|
|
|
||||||||||||||
Interest expense | (8,062 | ) | (8,957 | ) | (3,482 | ) | (3,196 | ) | ||||||||
Non-operating other income (expense), net: | ||||||||||||||||
Climate
Control
|
2 | 1 | - | 1 | ||||||||||||
Chemical
|
92 | 261 | 10 | 25 | ||||||||||||
Corporate
and other business operations
|
511 | 303 | 522 | 42 | ||||||||||||
Benefits (provisions) for income taxes | 1,017 | (408 | ) | 1,549 | (208 | ) | ||||||||||
Equity
in earnings of affiliate - Climate Control
|
654 | 611 | 223 | 206 | ||||||||||||
Income
from continuing operations
|
$ |
41,987
|
$ | 13,018 | $ | 17,919 | $ | 3,650 |
|
(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)
|
For
the nine months ended September 30, 2007 and 2006, turnaround costs
for
the Chemical Business totaled $870,000 and $1,788,000,
respectively.
|
|
(3)
|
During
the nine and three months ended September 30, 2007, we recorded the
realization for losses on certain nitrogen-based inventories of $407,000
and $53,000, respectively. For the same periods in 2006, we
recorded the realization of losses of $1,110,000 and $328,000,
respectively. During the nine and three months ended September
30, 2007, we realized insurance recoveries of $1,500,000 relating
to a
business interruption claim associated with the Cherokee, AL
facility. During the nine and three months ended September 30,
2006, we realized insurance recoveries of $882,000 and $287,000,
respectively, relating to a business interruption claim associated
with
the El Dorado, AR facility. The above transactions contributed
to an increase in gross profit.
|
|
(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 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.
|
|
(5)
|
During
the nine and three months ended September 30, 2007, we recognized
income
of $3,272,000 relating to a settlement of a pending
litigation. During the nine months ended September 30, 2007 and
2006, we recognized impairments on long-lived assets of $250,000
and
$286,000, respectively ($250,000 for the three months ended September
30,
2007).
|
|
(6)
|
The
amounts included 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,
2007
|
December
31,
2006
|
||||||
(In
Thousands)
|
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
40,869
|
$ |
2,255
|
||||
Restricted
cash
|
30
|
2,479
|
||||||
Accounts
receivable, net
|
86,869
|
67,571
|
||||||
Inventories:
|
||||||||
Finished
goods
|
23,265
|
20,252
|
||||||
Work
in process
|
3,136
|
3,205
|
||||||
Raw
materials
|
20,995
|
21,992
|
||||||
Total
inventories
|
47,396
|
45,449
|
||||||
Supplies,
prepaid items and other:
|
||||||||
Prepaid
insurance
|
842
|
3,443
|
||||||
Precious
metals
|
10,533
|
6,406
|
||||||
Supplies
|
3,810
|
3,424
|
||||||
Other
|
2,230
|
1,468
|
||||||
Total
supplies, prepaid items and other
|
17,415
|
14,741
|
||||||
Deferred
income taxes
|
9,700
|
-
|
||||||
Total
current assets
|
202,279
|
132,495
|
||||||
Property,
plant and equipment, net
|
78,696
|
76,404
|
||||||
Other
assets:
|
||||||||
Noncurrent
restricted cash
|
-
|
1,202
|
||||||
Debt
issuance and other debt-related costs, net
|
4,884
|
2,221
|
||||||
Investment
in affiliate
|
3,398
|
3,314
|
||||||
Goodwill
|
1,724
|
1,724
|
||||||
Other,
net
|
2,488
|
2,567
|
||||||
Total
other assets
|
12,494
|
11,028
|
||||||
$ |
293,469
|
$ |
219,927
|
September
30,
2007
|
December
31,
2006
|
|||||||
(In
Thousands)
|
||||||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
40,587
|
$ |
42,870
|
||||
Short-term
financing and drafts payable
|
133
|
2,986
|
||||||
Accrued
and other liabilities
|
30,272
|
26,816
|
||||||
Current
portion of long-term debt
|
2,703
|
11,579
|
||||||
Total
current liabilities
|
73,695
|
84,251
|
||||||
Long-term
debt
|
119,720
|
86,113
|
||||||
Noncurrent
accrued and other liabilities:
|
||||||||
Deferred
income taxes
|
6,550
|
-
|
||||||
Other
|
6,576
|
5,929
|
||||||
13,126
|
5,929
|
|||||||
Contingencies
|
||||||||
Stockholders'
equity:
|
||||||||
Series
B 12% cumulative, convertible preferred stock, $100 par value;
20,000 shares issued and outstanding
|
2,000
|
2,000
|
||||||
Series
2 $3.25 convertible, exchangeable Class C preferred stock, $50
stated value; 517,402 shares issued in 2006
|
-
|
25,870
|
||||||
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, 24,063,106
shares issued (20,215,339 in 2006)
|
2,406
|
2,022
|
||||||
Capital
in excess of par value
|
120,641
|
79,838
|
||||||
Accumulated
other comprehensive loss
|
(483 | ) | (701 | ) | ||||
Accumulated
deficit
|
(20,984 | ) | (47,962 | ) | ||||
104,580
|
62,067
|
|||||||
Less
treasury stock at cost:
|
||||||||
Series
2 Preferred, 18,300 shares in 2006
|
-
|
797
|
||||||
Common
stock, 3,448,518 shares (3,447,754 in 2006)
|
17,652
|
17,636
|
||||||
Total
stockholders' equity
|
86,928
|
43,634
|
||||||
$ |
293,469
|
$ |
219,927
|