##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from            to
 Commission File Number 000-50132
 
 Sterling Chemicals, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    76-0502785(State or other jurisdiction of
    
    (IRS Employer Identification No.)incorporation or organization)333 Clay Street, Suite 3600
    
    (713) 650-3700Houston, Texas 77002-4109
    
    (Registrants telephone number,(Address of principal executive offices)
    
    including area code)
 þ o
  o o þ
 o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 þ o




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IMPORTANT INFORMATION REGARDING THIS FORM 10-Q
   Forward-Looking Statements
  
    
    the cyclicality of the petrochemicals industry;
    
    current and future industry conditions and their effect on our results of
operations or financial position;
    
    the extent, timing and impact of expansions of production capacity of our
products, by us or by our competitors;
    
    the potential effects of market and industry conditions and cyclicality on our
competitiveness, business strategy, results of operations or financial position;
    
    the adequacy of our liquidity;
    
    our environmental management programs and safety initiatives;
    
    our market sensitive financial instruments;
    
    future uses of, and requirements for, financial resources;
    
    future contractual obligations;
    
    future amendments, renewals or terminations of existing contractual
relationships;
    
    business strategies;
    
    growth opportunities;
    
    competitive position;
    
    expected financial position;
    
    future cash flows or dividends;
    
    budgets for capital and other expenditures;
    
    plans and objectives of management;
    
    outcomes of legal proceedings;
    
    compliance with applicable laws;
    
    our reliance on marketing partners;
    
    adequacy of insurance coverage or indemnification rights;
    
    the timing and extent of changes in commodity prices for our products or raw
materials;
    
    petrochemicals industry production capacity or operating rates;
    
    increases in the cost of, or our ability to obtain, raw materials or energy;
    
    regulatory initiatives and compliance with governmental laws or regulations,
including environmental laws or regulations;
    
    customer preferences;
    
    our ability to attract or retain high quality employees;
    
    operating hazards attendant to the petrochemicals industry;
    
    casualty losses, including those resulting from weather related events;
    
    changes in foreign, political, social or economic conditions;
    
    risks of war, military operations, other armed hostilities, terrorist acts or
embargoes;
    
    changes in technology, which could require significant capital expenditures in
order to maintain competitiveness or could cause existing manufacturing processes to
become obsolete;
    
    cost, availability or adequacy of insurance; and
    
    various other matters, many of which are beyond our control.
 i




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Document Summaries
  Access to Filings
  ii




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##### 



STERLING CHEMICALS, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 6. Exhibits
    
    
    21Second Amendment to the Amended and Restated Salaried Employees' Pension PlanAmended and Restated Hourly Paid Employees' Pension PlanComprehensive Welfare Benefit PlanLetter of Deloitte & Touche LLPRule 13a-14(a) Certification of the CEORule 13a-14(a) Certification of the CFOSection 1350 Certification of CEOSection 1350 Certification of CFO
  1




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PART I.
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)(Dollars in Thousands, Except Share Data)Revenues
    
    $
    208,830
    
    
    $
    189,916
    
    
    $
    659,434
    
    
    $
    476,972Cost of goods sold
    
    
    205,782
    
    
    
    176,582
    
    
    
    636,742
    
    
    
    470,008Gross profit
    
    
    3,048
    
    
    
    13,334
    
    
    
    22,692
    
    
    
    6,964Selling, general and administrative expenses
    
    
    3,618
    
    
    
    2,562
    
    
    
    11,013
    
    
    
    6,342Other (income) expense
    
    
    
    
    
    
    (12,000
    )
    
    
    839
    
    
    
    (15,724
    )Interest and debt related expenses (net of
interest income of $501, $129, $1,148, and
$396, respectively)
    
    
    3,919
    
    
    
    2,663
    
    
    
    11,665
    
    
    
    7,566Income (loss) from continuing operations
before income tax
    
    
    (4,489
    )
    
    
    20,109
    
    
    
    (825
    )
    
    
    8,780Provision for income taxes
    
    
    
    
    
    
    10,160
    
    
    
    
    
    
    
    5,827Income (loss) from continuing operations
    
    $
    (4,489
    )
    
    $
    9,949
    
    
    $
    (825
    )
    
    $
    2,953Income (loss) from discontinued operations
(net of tax impact of zero, $1,139, zero
and $2,223, respectively)
    
    
    (395
    )
    
    
    625
    
    
    
    (1,836
    )
    
    
    (1,127
    )Net income (loss)
    
    $
    (4,884
    )
    
    $
    10,574
    
    
    $
    (2,661
    )
    
    $
    1,826Preferred stock dividends
    
    
    2,445
    
    
    
    2,090
    
    
    
    7,056
    
    
    
    6,031Net income (loss) attributable to common
stockholders
    
    $
    (7,329
    )
    
    $
    8,484
    
    
    $
    (9,717
    )
    
    $
    (4,205
    )Income (loss) per share of common stock:Basic earnings per share:Income (loss) from continuing operations
    
    $
    (2.45
    )
    
    $
    2.78
    
    
    $
    (2.79
    )
    
    $
    (1.09
    )Income (loss) from discontinued operations,
net of tax
    
    
    (0.14
    )
    
    
    0.22
    
    
    
    (0.65
    )
    
    
    (0.40
    )Basic earnings per share
    
    $
    (2.59
    )
    
    $
    3.00
    
    
    $
    (3.44
    )
    
    $
    (1.49
    )Diluted earnings per share:Income (loss) from continuing operations
    
    $
    (2.45
    )
    
    $
    1.50
    
    
    $
    (2.79
    )
    
    $
    (1.09
    )Income (loss) from discontinued operations,
net of tax
    
    
    (0.14
    )
    
    
    0.10
    
    
    
    (0.65
    )
    
    
    (0.40
    )Diluted earnings per share
    
    $
    (2.59
    )
    
    $
    1.60
    
    
    $
    (3.44
    )
    
    $
    (1.49
    )Weighted average shares outstanding:Basic :
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,462Diluted :
    
    
    2,828,460
    
    
    
    6,616,146
    
    
    
    2,828,460
    
    
    
    2,828,462
  2




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STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)(Dollars in Thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    29,146
    
    
    $
    20,690Accounts receivable, net of allowance of $2,485 and $1,987,
respectively
    
    
    105,886
    
    
    
    63,289Inventories, net
    
    
    48,835
    
    
    
    62,078Prepaid expenses
    
    
    4,329
    
    
    
    3,215Deferred tax asset
    
    
    3,044
    
    
    
    3,044Assets of discontinued operations
    
    
    
    
    
    
    20Total current assets
    
    
    191,240
    
    
    
    152,336Property, plant and equipment, net
    
    
    82,127
    
    
    
    83,833Other assets, net
    
    
    16,005
    
    
    
    9,654Total assets
    
    $
    289,372
    
    
    $
    245,823LIABILITIES AND STOCKHOLDERS DEFICIENCY IN ASSETSCurrent liabilities:Accounts payable
    
    $
    49,331
    
    
    $
    39,123Accrued liabilities
    
    
    13,286
    
    
    
    22,872Liabilities of discontinued operations
    
    
    217
    
    
    
    217Total current liabilities
    
    
    62,834
    
    
    
    62,212Long-term debt
    
    
    150,000
    
    
    
    100,579Deferred tax liability
    
    
    3,044
    
    
    
    Deferred credits and other liabilities
    
    
    25,600
    
    
    
    49,291Commitments and contingencies (Note 7)Redeemable preferred stock
    
    
    63,563
    
    
    
    56,507Stockholders equity:Common stock, $.01 par value
    
    
    28
    
    
    
    28Additional paid-in capital
    
    
    177,474
    
    
    
    184,500Accumulated deficit
    
    
    (216,275
    )
    
    
    (213,614
    )Accumulated other comprehensive income
    
    
    23,104
    
    
    
    6,320Total stockholders deficiency in assets
    
    
    (15,669
    )
    
    
    (22,766
    )Total liabilities and stockholders deficiency in assets
    
    $
    289,372
    
    
    $
    245,823
  3




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STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months ended September 30,2007
    
    
    2006(Unaudited)(Dollars in Thousands)Cash flows from operating activities:Net income (loss)
    
    $
    (2,661
    )
    
    $
    1,826Adjustments to reconcile net income (loss) to net cash used in
operating activities:Depreciation and amortization
    
    
    8,287
    
    
    
    23,517Interest amortization
    
    
    655
    
    
    
    300Lower-of-cost-or-market adjustment
    
    
    1,522
    
    
    
    Loss on investment
    
    
    839
    
    
    
    Gain on disposal of property, plant and equipment
    
    
    (182
    )
    
    
    (1,960
    )Debt issuance costs
    
    
    129
    
    
    
    Deferred tax expense
    
    
    
    
    
    
    3,544Other
    
    
    30
    
    
    
    140Change in assets/liabilities:Accounts receivable
    
    
    (42,577
    )
    
    
    9,651Inventories
    
    
    11,721
    
    
    
    (14,709
    )Prepaid expenses
    
    
    (1,114
    )
    
    
    (5,568
    )Other assets
    
    
    1,935
    
    
    
    (1,944
    )Accounts payable
    
    
    10,607
    
    
    
    (7,668
    )Accrued liabilities
    
    
    (9,586
    )
    
    
    (4,639
    )Other liabilities
    
    
    (6,907
    )
    
    
    (9,130
    )Net cash used in operating activities
    
    
    (27,302
    )
    
    
    (6,640
    )Cash flows used in investing activities:Capital expenditures
    
    
    (5,884
    )
    
    
    (10,036
    )Insurance proceeds relating to property, plant and equipment
    
    
    
    
    
    
    1,960Proceeds from the sale of assets
    
    
    182
    
    
    
    Cash used for methanol dismantling
    
    
    
    
    
    
    (111
    )Net cash used in investing activities
    
    
    (5,702
    )
    
    
    (8,187
    )Cash flows from financing activities:Repayment of tendered Old Secured Notes
    
    
    (100,579
    )
    
    
    Proceeds from the issuance of New Secured Notes
    
    
    150,000
    
    
    
    Debt issuance costs
    
    
    (7,961
    )
    
    
    Net cash provided by financing activities
    
    
    41,460
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    8,456
    
    
    
    (14,827
    )Cash and cash equivalents  beginning of year
    
    
    20,690
    
    
    
    42,197Cash and cash equivalents  end of period
    
    $
    29,146
    
    
    $
    27,370Supplemental disclosures of cash flow information:Interest paid, net of interest income received
    
    $
    3,864
    
    
    $
    5,428Cash paid for income taxes
    
    
    299
    
    
    
    60
  4




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Basis of Presentation
  2. Stock-Based Compensation
   3. Discontinued Operations
   September 30, 2007
    
    
    December 31, 2006(Dollars in Thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    
    
    
    $
    20Liabilities of discontinued operations:Accrued liabilities
    
    
    217
    
    
    
    217
  Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in Thousands)Revenues
    
    $
    
    
    
    $
    103
    
    
    $
    
    
    
    $
    1,108Loss before income taxes
    
    
    395
    
    
    
    514
    
    
    
    1,836
    
    
    
    3,350
 5




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Accrued as of
    
    
    Additional
    
    
    
    
    
    
    Accrued as ofDecember 31, 2006
    
    
    accruals
    
    
    Cash payments
    
    
    September 30, 2007Severance accrual
    
    $
    217
    
    
    $
    
    
    
    $
    
    
    
    $
    217
 4. Earnings Per Share
  Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in Thousands, Except Share Data)Basic income (loss) per share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (6,934
    )
    
    $
    7,859
    
    
    $
    (7,881
    )
    
    $
    (3,078
    )Income (loss) from discontinued
operations
    
    
    (395
    )
    
    
    625
    
    
    
    (1,836
    )
    
    
    (1,127
    )Net income (loss), net of tax
    
    $
    (7,329
    )
    
    $
    8,484
    
    
    $
    (9,717
    )
    
    $
    (4,205
    )Weighted average shares outstanding
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,462Earnings per common share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (2.45
    )
    
    $
    2.78
    
    
    $
    (2.79
    )
    
    $
    (1.09
    )Income (loss) from discontinued
operations
    
    
    (0.14
    )
    
    
    0.22
    
    
    
    (0.65
    )
    
    
    (0.40
    )Net income (loss)
    
    $
    (2.59
    )
    
    $
    3.00
    
    
    $
    (3.44
    )
    
    $
    (1.49
    )Diluted income (loss) per share:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (6,934
    )
    
    $
    7,859
    
    
    $
    (7,881
    )
    
    $
    (3,078
    )Add: preferred stock dividends
    
    
    
    
    
    
    2,090
    
    
    
    
    
    
    
    Income available to common
stockholders plus assumed
conversions
    
    $
    (6,934
    )
    
    $
    9,949
    
    
    $
    (7,881
    )
    
    $
    (3,078
    )Income (loss) from discontinued
operations
    
    
    (395
    )
    
    
    625
    
    
    
    (1,836
    )
    
    
    (1,127
    )Income (loss) for purposes of
computing diluted earnings 

per
share
    
    $
    (7,329
    )
    
    $
    10,574
    
    
    $
    (9,717
    )
    
    $
    (4,205
    )Weighted average common shares
outstanding
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,462Dilutive impact of preferred
stock, if converted
    
    
    
    
    
    
    3,787,686
    
    
    
    
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    2,828,460
    
    
    
    6,616,146
    
    
    
    2,828,460
    
    
    
    2,828,462Earnings per common share assuming
dilution:Income (loss) from continuing
operations attributable to common
shareholders
    
    $
    (2.45
    )
    
    $
    1.50
    
    
    $
    (2.79
    )
    
    $
    (1.09
    )Income (loss) from discontinued
operations
    
    
    (0.14
    )
    
    
    0.10
    
    
    
    (0.65
    )
    
    
    (0.40
    )Net income (loss)
    
    $
    (2.59
    )
    
    $
    1.60
    
    
    $
    (3.44
    )
    
    $
    (1.49
    )
  6




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 5. Inventories
 September 30, 2007
    
    
    December 31, 2006(Dollars in Thousands)Inventories:Finished products
    
    $
    32,084
    
    
    $
    38,485Raw materials
    
    
    12,659
    
    
    
    17,841Inventories at lower-of-cost-or-market
    
    
    44,743
    
    
    
    56,326Inventories under exchange agreements
    
    
    (57
    )
    
    
    1,818Stores and supplies, net
    
    
    4,149
    
    
    
    3,934$
    48,835
    
    
    $
    62,078
 6. Long-Term Debt
  1 4
  7




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    7. Commitments and Contingencies
 Product Contracts:
    8




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Environmental Regulations:
      9




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Legal Proceedings:
    10




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   8. Income Taxes
     9. Pension Plans and Other Postretirement Benefits
  Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in Thousands)Service cost
    
    $
    3
    
    
    $
    162
    
    
    $
    308
    
    
    $
    487Interest cost
    
    
    1,782
    
    
    
    1,810
    
    
    
    5,347
    
    
    
    5,425Expected return on plan assets
    
    
    (2,025
    )
    
    
    (1,750
    )
    
    
    (6,075
    )
    
    
    (5,250
    )Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (100
    )
    
    
    Net pension costs (benefit)
    
    $
    (240
    )
    
    $
    222
    
    
    $
    (520
    )
    
    $
    662
 11




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in Thousands)Service cost
    
    $
    35
    
    
    $
    47
    
    
    $
    100
    
    
    $
    141Interest cost
    
    
    348
    
    
    
    388
    
    
    
    1,041
    
    
    
    1,163Amortization
    
    
    (358
    )
    
    
    (288
    )
    
    
    (1,075
    )
    
    
    (864
    )Net plan costs
    
    $
    25
    
    
    $
    147
    
    
    $
    66
    
    
    $
    440
   10. New Accounting Standards
    12




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      DELOITTE & TOUCHE LLP 
 13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Recent Developments
   Business Overview
    14




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Results of Operations
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 Revenues and income (loss) from continuing operations
    15




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Selling, general and administrative expenses
  Other Income
  Interest and debt related expenses, net of interest income
  Provision for income taxes
  Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
 Revenues and income (loss) from continuing operations
    16




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Selling, general and administrative expenses
  Other income (expense)
  Interest and debt related expenses, net of interest income
  Provision for income taxes
  Liquidity and Capital Resources
  1
 17




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18




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Working Capital
  Cash Flow
  Capital Expenditures
  Contractual Cash Obligations
  Critical Accounting Policies, Use of Estimates and Assumptions
  New Accounting Standards
   19




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
 1
 
 Item 4. Controls and Procedures
    20




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PART II.
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 6. Exhibits
  ExhibitNumber
    
    
    
    Description of Exhibit**10.1+
    
    -
    
    Second Amendment to the Sterling Chemicals, Inc. Amended and Restated Salaried
Employees Pension Plan.**10.2
    
    -
    
    Amended and Restated Hourly Paid Employees Pension Plan.**10.3
    
    -
    
    Sterling Chemicals, Inc. Comprehensive Welfare Benefit Plan.10.4++
    
    -
    
    Agreement for the Exclusive Supply of Styrene by and between Sterling Chemicals,
Inc. and NOVA Chemicals Inc., dated September 17, 2007 (incorporated by reference
from Exhibit 10.20 to Amendment No. 1 to our Form S-4 Registration Statement
(Registration No. 333-145803) filed on October 17, 2007).**15.1
    
    -
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    -
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    -
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    -
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    -
    
    Section 1350 Certification of the Chief Financial Officer
 
 **
    
    Filed or furnished herewith+
    
    Management contracts or compensatory plans or arrangements.++
    
    Portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant
to a request for confidential treatment. 21




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##### Table of Contents



SIGNATURES
  STERLING CHEMICALS, INC.
(Registrant)Date: November 13, 2007
    
    By
    
    /s/ RICHARD K. CRUMP

Richard K. CrumpPresident and Chief Executive OfficerDate: November 13, 2007
    
    By
    
    /s/ JOHN R. BEAVERJohn R. BeaverSenior Vice President-Finance and Chief Financial Officer
(Principal Financial Officer)
 22




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Exhibit**10.1+
    
    -
    
    Second Amendment to the Sterling Chemicals, Inc. Amended and Restated Salaried
Employees Pension Plan.**10.2
    
    -
    
    Amended and Restated Hourly Paid Employees Pension Plan.**10.3
    
    -
    
    Sterling Chemicals, Inc. Comprehensive Welfare Benefit Plan.10.4++
    
    -
    
    Agreement for the Exclusive Supply of Styrene by and between Sterling Chemicals,
Inc. and NOVA Chemicals Inc., dated September 17, 2007 (incorporated by reference
from Exhibit 10.20 to Amendment No. 1 to our Form S-4 Registration Statement
(Registration No. 333-145803) filed on October 17, 2007).**15.1
    
    -
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    -
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    -
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    -
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    -
    
    Section 1350 Certification of the Chief Financial Officer
 
 **
    
    Filed or furnished herewith+
    
    Management contracts or compensatory plans or arrangements.++
    
    Portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant
to a request for confidential treatment.