UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021March 31, 2022

OR

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 1-7677

 

LSB Industries, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

73-1015226

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma

 

73116

(Address of principal executive offices)

 

(Zip Code)

 

(Registrant's telephone number, including area code) (405) 235-4546

Not applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $.10

Preferred Stock Purchase Rights

 

LXU

N/A

 

New York Stock Exchange

New York Stock Exchange

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes      No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

  Yes      No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes      No

The number of shares outstanding of the Registrant's common stock was 30,300,57189,564,162 sharesas of July 23, 2021.April 29, 2022.

 

 

 


FORM 10-Q OF LSB INDUSTRIES, INC.

TABLE OF CONTENTS

 

 

 

PART I – Financial Information

 

Page

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

2318

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

3629

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3629

 

 

 

 

 

 

 

PART II – Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

4134

 

 

 

 

 

Item 1A.

 

Risk Factors

 

4134

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

4134

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

4134

 

 

 

 

 

Item 4.

 

Mining Safety Disclosures

 

4134

 

 

 

 

 

Item 5.

 

Other Information

 

4134

 

 

 

 

 

Item 6.

 

Exhibits

 

4134

 

 

2


PART I

FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

LSB INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Information at June 30, 2021March 31, 2022 is unaudited)

 

 

June 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,625

 

 

$

16,264

 

 

$

254,299

 

 

$

82,144

 

Short-term investments

 

 

89,311

 

 

 

 

Accounts receivable

 

 

67,431

 

 

 

42,929

 

 

 

97,515

 

 

 

86,902

 

Allowance for doubtful accounts

 

 

(377

)

 

 

(378

)

 

 

(463

)

 

 

(474

)

Accounts receivable, net

 

 

67,054

 

 

 

42,551

 

 

 

97,052

 

 

 

86,428

 

Inventories:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finished goods

 

 

12,781

 

 

 

17,778

 

 

 

25,810

 

 

 

14,688

 

Raw materials

 

 

1,521

 

 

 

1,795

 

 

 

1,590

 

 

 

1,895

 

Total inventories

 

 

14,302

 

 

 

19,573

 

 

 

27,400

 

 

 

16,583

 

Supplies, prepaid items and other:

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

Prepaid insurance

 

 

5,682

 

 

 

12,315

 

 

 

10,557

 

 

 

14,244

 

Precious metals

 

 

7,801

 

 

 

6,787

 

 

 

13,945

 

 

 

14,945

 

Supplies

 

 

25,878

 

 

 

25,288

 

 

 

27,066

 

 

 

26,558

 

Other

 

 

4,757

 

 

 

6,802

 

 

 

9,805

 

 

 

2,234

 

Total supplies, prepaid items and other

 

 

44,118

 

 

 

51,192

 

 

 

61,373

 

 

 

57,981

 

Total current assets

 

 

143,099

 

 

 

129,580

 

 

 

529,435

 

 

 

243,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

871,780

 

 

 

891,198

 

 

 

850,372

 

 

 

858,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

 

27,854

 

 

 

26,403

 

 

 

24,829

 

 

 

27,317

 

Intangible and other assets, net

 

 

6,752

 

 

 

6,121

 

 

 

3,555

 

 

 

3,907

 

 

 

34,606

 

 

 

32,524

 

 

 

28,384

 

 

 

31,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,049,485

 

 

$

1,053,302

 

 

$

1,408,191

 

 

$

1,132,840

 

 

(Continued on following page)

3


LSB INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(Information at June 30, 2021March 31, 2022 is unaudited)

 

 

June 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

51,212

 

 

$

46,551

 

 

$

60,649

 

 

$

49,458

 

Short-term financing

 

 

4,516

 

 

 

13,576

 

 

 

9,911

 

 

 

12,716

 

Accrued and other liabilities

 

 

30,541

 

 

 

30,367

 

 

 

44,913

 

 

 

33,301

 

Current portion of long-term debt

 

 

9,049

 

 

 

16,801

 

 

 

8,112

 

 

 

9,454

 

Total current liabilities

 

 

95,318

 

 

 

107,295

 

 

 

123,585

 

 

 

104,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

461,459

 

 

 

467,389

 

 

 

708,398

 

 

 

518,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent operating lease liabilities

 

 

20,277

 

 

 

19,845

 

 

 

17,542

 

 

 

19,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other noncurrent accrued and other liabilities

 

 

7,372

 

 

 

6,090

 

 

 

3,023

 

 

 

3,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

31,195

 

 

 

30,939

 

 

 

37,455

 

 

 

26,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable preferred stocks:

 

 

 

 

 

 

 

 

Series E 14% cumulative, redeemable Class C preferred stock, no par value,

210,000 shares issued; 139,768 outstanding; aggregate liquidation preference

of $297,706,000 ($277,982,000 at December 31, 2020)

 

 

292,849

 

 

 

272,101

 

Series F redeemable Class C preferred stock, no par value, 1 share issued and

outstanding; aggregate liquidation preference of $100

 

 

 

 

 

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B 12% cumulative, convertible preferred stock, $100 par value; 20,000

shares issued and outstanding; aggregate liquidation preference

of $3,385,000 ($3,265,000 at December 31, 2020)

 

 

2,000

 

 

 

2,000

 

Series D 6% cumulative, convertible Class C preferred stock, no par value;

1,000,000 shares issued and outstanding; aggregate liquidation preference

of $1,342,000 ($1,312,000 at December 31, 2020)

 

 

1,000

 

 

 

1,000

 

Common stock, $.10 par value; 75,000,000 shares authorized,

31,283,210 shares issued

 

 

3,128

 

 

 

3,128

 

Common stock, $.10 par value; 150 million shares authorized, 91.2 million

shares issued

 

 

9,117

 

 

 

9,117

 

Capital in excess of par value

 

 

192,980

 

 

 

198,215

 

 

 

493,964

 

 

 

493,161

 

Accumulated deficit

 

 

(51,844

)

 

 

(41,487

)

Retained earnings (accumulated deficit)

 

 

27,511

 

 

 

(31,255

)

 

 

147,264

 

 

 

162,856

 

 

 

530,592

 

 

 

471,023

 

Less treasury stock, at cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, 982,639 shares (2,074,565 shares at December 31, 2020)

 

 

6,249

 

 

 

13,213

 

Common stock, 1.6 million shares (1.4 million shares at December 31, 2021)

 

 

12,404

 

 

 

10,533

 

Total stockholders' equity

 

 

141,015

 

 

 

149,643

 

 

 

518,188

 

 

 

460,490

 

 

$

1,049,485

 

 

$

1,053,302

 

 

$

1,408,191

 

 

$

1,132,840

 

 

 

See accompanying notes.notes to condensed consolidated financial statements.

4


LSB INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands, Except Per Share Amounts)

 

 

(In Thousands, Except Per Share Amounts)

 

Net sales

 

$

140,696

 

 

$

105,033

 

 

$

238,812

 

 

$

188,444

 

 

$

198,981

 

 

$

98,116

 

Cost of sales

 

 

105,688

 

 

 

86,012

 

 

 

195,744

 

 

 

166,872

 

 

 

108,251

 

 

 

90,056

 

Gross profit

 

 

35,008

 

 

 

19,021

 

 

 

43,068

 

 

 

21,572

 

 

 

90,730

 

 

 

8,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

 

8,545

 

 

 

8,504

 

 

 

17,338

 

 

 

18,510

 

 

 

10,935

 

 

 

8,793

 

Other expense (income), net

 

 

6

 

 

 

(167

)

 

 

(257

)

 

 

(635

)

Operating income

 

 

26,457

 

 

 

10,684

 

 

 

25,987

 

 

 

3,697

 

Other income, net

 

 

(176

)

 

 

(263

)

Operating income (loss)

 

 

79,971

 

 

 

(470

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

12,290

 

 

 

12,476

 

 

 

24,662

 

 

 

25,955

 

 

 

9,955

 

 

 

12,372

 

Gain on extinguishment of debt

 

 

(10,000

)

 

 

 

 

 

(10,000

)

 

 

 

Non-operating other expense (income), net

 

 

745

 

 

 

(128

)

 

 

1,140

 

 

 

(803

)

Income (loss) before benefit for income taxes

 

 

23,422

 

 

 

(1,664

)

 

 

10,185

 

 

 

(21,455

)

Benefit for income taxes

 

 

(248

)

 

 

(1,299

)

 

 

(206

)

 

 

(1,638

)

Non-operating other expense, net

 

 

135

 

 

 

395

 

Income (loss) before provision for income taxes

 

 

69,881

 

 

 

(13,237

)

Provision for income taxes

 

 

11,115

 

 

 

42

 

Net income (loss)

 

 

23,670

 

 

 

(365

)

 

 

10,391

 

 

 

(19,817

)

 

 

58,766

 

 

 

(13,279

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends on convertible preferred stocks

 

 

75

 

 

 

75

 

 

 

150

 

 

 

150

 

 

 

 

 

 

75

 

Dividends on Series E redeemable preferred stock

 

 

10,213

 

 

 

8,689

 

 

 

19,724

 

 

 

16,996

 

 

 

 

 

 

9,511

 

Accretion of Series E redeemable preferred stock

 

 

513

 

 

 

505

 

 

 

1,024

 

 

 

1,009

 

 

 

 

 

 

511

 

Net income attributable to participating securities

 

 

223

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

12,646

 

 

$

(9,634

)

 

$

(10,507

)

 

$

(37,972

)

 

$

58,766

 

 

$

(23,376

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

0.44

 

 

$

(0.34

)

 

$

(0.37

)

 

$

(1.35

)

 

$

0.66

 

 

$

(0.63

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

0.42

 

 

$

(0.34

)

 

$

(0.37

)

 

$

(1.35

)

 

$

0.65

 

 

$

(0.63

)

 

See accompanying notes.notes to condensed consolidated financial statements.

5


LSB INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

 

 

Common

Stock

Shares

 

 

Treasury

Stock-

Common

Shares

 

 

Non-

Redeemable

Preferred

Stock

 

 

Common

Stock

Par

Value

 

 

Capital in

Excess of

Par

Value

 

 

Retained Earnings (Accumulated Deficit)

 

 

Treasury

Stock-

Common

 

 

Total

 

 

 

(In Thousands)

 

Balance at December 31, 2021

 

 

91,168

 

 

 

(1,375

)

 

$

 

 

$

9,117

 

 

$

493,161

 

 

$

(31,255

)

 

$

(10,533

)

 

$

460,490

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,766

 

 

 

 

 

 

 

58,766

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

803

 

 

 

 

 

 

 

 

 

 

 

803

 

Other

 

 

 

 

 

 

(229

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,871

)

 

 

(1,871

)

Balance at March 31, 2022

 

 

91,168

 

 

 

(1,604

)

 

$

 

 

$

9,117

 

 

$

493,964

 

 

$

27,511

 

 

$

(12,404

)

 

$

518,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

39,926

 

 

 

(2,075

)

 

$

3,000

 

 

$

3,993

 

 

$

197,350

 

 

$

(41,487

)

 

$

(13,213

)

 

$

149,643

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,279

)

 

 

 

 

 

 

(13,279

)

Dividend accrued on redeemable

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,511

)

 

 

 

 

 

 

(9,511

)

Accretion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(511

)

 

 

 

 

 

 

(511

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

713

 

 

 

 

 

 

 

 

 

 

 

713

 

Issuance of restricted stock

 

 

250

 

 

 

835

 

 

 

 

 

 

 

25

 

 

 

(5,335

)

 

 

 

 

 

 

5,310

 

 

 

 

Other

 

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

 

 

(18

)

Balance at March 31, 2021

 

 

40,176

 

 

 

(1,245

)

 

$

3,000

 

 

$

4,018

 

 

$

192,728

 

 

$

(64,788

)

 

$

(7,921

)

 

$

127,037

 

 

 

 

Common

Stock

Shares

 

 

Treasury

Stock-

Common

Shares

 

 

Non-

Redeemable

Preferred

Stock

 

 

Common

Stock

Par

Value

 

 

Capital in

Excess of

Par

Value

 

 

Retained

Earnings (Accumulated Deficit)

 

 

Treasury

Stock-

Common

 

 

Total

 

 

 

(In Thousands)

 

Balance at December 31, 2020

 

 

31,283

 

 

 

(2,075

)

 

$

3,000

 

 

$

3,128

 

 

$

198,215

 

 

$

(41,487

)

 

$

(13,213

)

 

$

149,643

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,279

)

 

 

 

 

 

 

(13,279

)

Dividend accrued on redeemable

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,511

)

 

 

 

 

 

 

(9,511

)

Accretion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(511

)

 

 

 

 

 

 

(511

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

713

 

 

 

 

 

 

 

 

 

 

 

713

 

Issuance of restricted stock

 

 

 

 

 

 

835

 

 

 

 

 

 

 

 

 

 

 

(5,310

)

 

 

 

 

 

 

5,310

 

 

 

 

Other

 

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

 

 

(18

)

Balance at March 31, 2021

 

 

31,283

 

 

 

(1,245

)

 

$

3,000

 

 

$

3,128

 

 

$

193,618

 

 

$

(64,788

)

 

$

(7,921

)

 

$

127,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,670

 

 

 

 

 

 

 

23,670

 

Dividend accrued on redeemable

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,213

)

 

 

 

 

 

 

(10,213

)

Accretion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(513

)

 

 

 

 

 

 

(513

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,062

 

 

 

 

 

 

 

 

 

 

 

1,062

 

Issuance of unrestricted stock

 

 

 

 

 

 

267

 

 

 

 

 

 

 

 

 

 

 

(1,700

)

 

 

 

 

 

 

1,700

 

 

 

 

Other

 

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

(28

)

 

 

(28

)

Balance at June 30, 2021

 

 

31,283

 

 

 

(983

)

 

$

3,000

 

 

$

3,128

 

 

$

192,980

 

 

$

(51,844

)

 

$

(6,249

)

 

$

141,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

31,283

 

 

 

(2,010

)

 

$

3,000

 

 

$

3,128

 

 

$

196,833

 

 

$

57,632

 

 

$

(13,266

)

 

$

247,327

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,452

)

 

 

 

 

 

 

(19,452

)

Dividend accrued on redeemable

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,307

)

 

 

 

 

 

 

(8,307

)

Accretion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(504

)

 

 

 

 

 

 

(504

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

495

 

 

 

 

 

 

 

 

 

 

 

495

 

Other

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

 

 

(356

)

 

 

 

 

 

 

292

 

 

 

(64

)

Balance at March 31, 2020

 

 

31,283

 

 

 

(1,980

)

 

$

3,000

 

 

$

3,128

 

 

$

196,972

 

 

$

29,369

 

 

$

(12,974

)

 

$

219,495

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(365

)

 

 

 

 

 

 

(365

)

Dividend accrued on redeemable

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,689

)

 

 

 

 

 

 

(8,689

)

Accretion of redeemable preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(505

)

 

 

 

 

 

 

(505

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

684

 

 

 

 

 

 

 

 

 

 

 

684

 

Other

 

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

(90

)

 

 

 

 

 

 

90

 

 

 

 

Balance at June 30, 2020

 

 

31,283

 

 

 

(1,966

)

 

$

3,000

 

 

$

3,128

 

 

$

197,566

 

 

$

19,810

 

 

$

(12,884

)

 

$

210,620

 

 

 

See accompanying notes.notes condensed consolidated financial statements.

6


LSB INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

10,391

 

 

$

(19,817

)

 

$

58,766

 

 

$

(13,279

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

256

 

 

 

(1,661

)

 

 

10,823

 

 

 

327

 

Gain on extinguishment of debt

 

 

(10,000

)

 

 

 

Depreciation and amortization of property, plant and equipment

 

 

33,725

 

 

 

34,572

 

 

 

17,197

 

 

 

16,762

 

Amortization of intangible and other assets

 

 

629

 

 

 

631

 

 

 

311

 

 

 

315

 

Other

 

 

1,749

 

 

 

3,192

 

 

 

1,438

 

 

 

(1,058

)

Cash provided (used) by changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(23,369

)

 

 

(3,117

)

 

 

(11,707

)

 

 

(17,321

)

Inventories

 

 

5,535

 

 

 

8,655

 

 

 

(10,817

)

 

 

625

 

Prepaid insurance

 

 

6,633

 

 

 

6,642

 

 

 

3,687

 

 

 

2,265

 

Precious metals

 

 

(1,014

)

 

 

(2,114

)

Accounts payable

 

 

3,627

 

 

 

(7,674

)

 

 

10,003

 

 

 

8,598

 

Accrued interest

 

 

(20

)

 

 

1,685

 

 

 

13,618

 

 

 

10,412

 

Other assets and other liabilities

 

 

2,439

 

 

 

(1,618

)

 

 

(7,827

)

 

 

5,065

 

Net cash provided by operating activities

 

 

30,581

 

 

 

19,376

 

 

 

85,492

 

 

 

12,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

 

(14,849

)

 

 

(17,953

)

 

 

(8,254

)

 

 

(6,133

)

Purchases of short-term investments

 

 

(89,311

)

 

 

-

 

Other investing activities

 

 

300

 

 

 

299

 

 

 

51

 

 

 

198

 

Net cash used by investing activities

 

 

(14,549

)

 

 

(17,654

)

 

 

(97,514

)

 

 

(5,935

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from revolving debt facility

 

 

12,000

 

 

 

30,000

 

Payments on revolving debt facility

 

 

(12,000

)

 

 

 

Proceeds from other long-term debt

 

 

 

 

 

12,570

 

Net proceeds from 6.25% senior secured notes

 

 

200,000

 

 

 

 

Payments on other long-term debt

 

 

(5,520

)

 

 

(4,411

)

 

 

(6,912

)

 

 

(3,353

)

Payments on short-term financing

 

 

(9,060

)

 

 

(6,095

)

 

 

(2,805

)

 

 

(5,419

)

Payments of debt-related costs, including

extinguishment costs

 

 

(4,102

)

 

 

 

Other financing activities

 

 

(91

)

 

 

(64

)

 

 

(2,004

)

 

 

(36

)

Net cash provided (used) by financing activities

 

 

(14,671

)

 

 

32,000

 

 

 

184,177

 

 

 

(8,808

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

1,361

 

 

 

33,722

 

Net increase (decrease) in cash and cash equivalents

 

 

172,155

 

 

 

(2,032

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

16,264

 

 

 

22,791

 

 

 

82,144

 

 

 

16,264

 

Cash and cash equivalents at end of period

 

$

17,625

 

 

$

56,513

 

 

$

254,299

 

 

$

14,232

 

 

See accompanying notes.notes condensed consolidated financial statements.

 

 

 

7


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. Summary of Significant Accounting Policies

For a complete discussionThe accompanying unaudited interim financial statements and notes of our significant accounting policies, referLSB Industries, Inc. (“LSB”) have been prepared pursuant to the notes to our audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”), filed withrules and regulations of the Securities and Exchange Commission (“SEC”). Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. The accompanying unaudited interim financial statements and notes should be read in conjunction with the financial statements and notes included in the Company’s Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022, as amended by the Form 10-K/A filed on March 25, 2021.2022 (“2021 Form 10-K”). The accompanying unaudited interim financial statements in this report reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s results of operations and cash flows for the three-month periods ended March 31, 2022 and 2021 and the Company’s financial position as of March 31, 2022.

Basis of Consolidation LSB Industries, Inc. (“LSB”) and its subsidiaries (the “Company,” “we,” “us,” or “our”) are consolidated in the accompanying condensed consolidated financial statements. LSB is a holding company with no significant operations or assets other than cash, cash equivalents, and investments in its subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to current period presentation.presentation, including all share and per share information relating to the stock split in the form of a stock dividend on October 8, 2021.

Nature of Business – We are engaged in the manufacture and sale of chemical products. The chemical products we primarily manufacture, market and sell are ammonia, fertilizer grade AN (“HDAN”) and UAN for agricultural applications, high purity and commercial grade ammonia, high purity AN, sulfuric acids, concentrated, blended and regular nitric acid, mixed nitrating acids, carbon dioxide, and diesel exhaust fluid for industrial applications, and industrial grade AN (“LDAN”) and solutions for the mining industry. We manufacture and distribute our products in 4 facilities; three of which we own and are located in El Dorado, Arkansas (the “El Dorado Facility”); Cherokee, Alabama (the “Cherokee Facility”); and Pryor, Oklahoma (the “Pryor Facility”); and one of which we operate on behalf of a global chemical company in Baytown, Texas.  

Sales to customers include farmers, ranchers, fertilizer dealers and distributors primarily in the ranch land and grain production markets in the United States (“U.S.”); industrial users of acids throughout the U.S. and parts of Canada; and explosive manufacturers in the U.S. and parts of Mexico and Canada.

In our opinion, the unaudited condensed consolidated financial statements of the Company as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 include all adjustments and accruals, consisting of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods.  These interim results are not necessarily indicative of results for a full year due, in part, to the seasonality of our sales of agricultural products and the timing of performing our major plant maintenance activities. Our selling seasons for agricultural products are primarily during the spring and fall planting seasons, which typically extend from March through June and from September through November.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC.  These condensed consolidated financial statements should be read in connection with our audited consolidated financial statements and notes thereto included in our 2020 Form 10-K.

Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes –Short-Term Investments - Investments, which consist of U.S. treasury bills with an original maturities ranging from approximately 17 weeks to 51 weeks, were considered short-term investments. These investments are carried at cost which approximated fair value.

Equity Awards Income taxesEquity award transactions with employees are measured based on the estimated fair value of the equity awards issued. For equity awards with service conditions that have a graded vesting period, we recognize compensation cost on a straight-line basis over the requisite service period for the entire award. Forfeitures are accounted for underas they occur. We may issue new shares of common stock or may use treasury shares associated with the asset and liability method.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.  We establish valuation allowances if we believe it is more-likely-than-not that some or all of deferred tax assets will not be realized.  Significant judgment is applied in evaluating the need for and the magnitude of appropriate valuation allowances against deferred tax assets.equity awards.

In addition, we do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the relevant taxing authorities based solely on the technical merits of the associated tax position.  If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized.

We reduce income tax expense for investment tax credits in the period the credit arises and is earned.

8


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.Summary of Significant Accounting Policies (continued)

ContingenciesIn January 2022 and March 2022, the compensation committee of our Board of Directors approved the grant of 224,455 shares of time-based restricted stock units and 160,724 shares of performance-based restricted stock units to certain executives and employees under our 2016 Long Term Incentive Plan. A portion of the time-based restricted stock unit shares will vest at the end of each one-year period at the rate of one-third per year for three years and a portion will vest 100% at the end of three years. The performance-based restricted stock units – Certain conditionswill vest on the third anniversary of the grant date subject to the achievement of certain performance metrics established by the Board of Directors as set out in the grant. Upon the third anniversary the grants may exist which may resultbe modified in a loss, but which will only be resolved when future events occur.  Werange between 0% and our legal counsel assess such200% based upon achievement of the performance goals. The unvested restricted shares carry dividend and voting rights contingent liabilities,upon the vesting and such assessment inherently involves an exerciselapsing of judgment.  Ifrestriction. Sales of these shares are restricted prior to the assessmentdate of vesting. Pursuant to the terms of the underlying restricted stock agreements, unvested restricted shares may immediately vest upon the occurrence of a contingency indicates that it is probable that a loss has been incurred, we would accrue for such contingent losses when such losses can be reasonably estimated.  If the assessment indicates that a potentially material loss contingency is not probable but reasonably possible,change in control (as defined by agreement), termination without cause or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.  Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred.  Loss contingency liabilities are included in current and noncurrent accrued and other liabilities and are based on current estimates that may be revised in the near term.  In addition, we recognize contingent gains when such gains are realized or when the contingencies have been resolved (generally at the time a settlement has been reached).

Redeemable Preferred StocksOur redeemable preferred stocks that are redeemable outside of our control are classified as temporary/mezzanine equity.  The redeemable preferred stocks were recorded at fair value upon issuance, net of issuance costs or discounts.  In addition, certain embedded features included in the Series E Redeemable Preferred required bifurcation and are classified as derivative liabilities.  The carrying values of the redeemable preferred stocks are being increased by periodic accretions (including the amount for dividends earned but not yet declared or paid) using the interest method so that the carrying amount will equal the redemption value as of October 25, 2023, the earliest possible redemption date by the holder.  The accretion was recorded to retained earnings.  However, this accretion will change if the expected redemption date changes. Also, see discussion in Note 12 – Subsequent Events.death.

Derivatives, Hedges and Financial Instruments Derivatives are recognized in the balance sheet and are measured at fair value. Changes in fair value of derivatives are recorded in results of operations unless the normal purchase or sale exceptions apply, or hedge accounting is elected.

The fair value amounts recognized for our derivative contracts executed with the same counterparty under a master netting arrangement may be offset. We have the choice to offset or not, but that choice must be applied consistently. A master netting arrangement exists if the reporting entity has multiple contracts with a single counterparty that are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. Offsetting the fair values recognized for the derivative contracts outstanding with a single counterparty results in the net fair value of the transactions being reported as an asset or a liability in the balance sheet. When applicable, we present the fair values of our derivative contracts under master netting agreements using a gross fair value presentation.

Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

Level 1 - Valuations of contracts classified as Level 1 are based on quoted prices in active markets for identical contracts.

Level 2 - Valuations of contracts classified as Level 2 are based on quoted prices for similar contracts and valuation inputs other than quoted prices that are observable for these contracts.

Level 3 - Valuations of assets and liabilities classified as Level 3 are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

At June 30, 2021,March 31, 2022 and December 31, 2020,2021, we did not have any financial instruments with fair values materially different from their carrying amounts (which excludes issuance costs, if applicable). The carrying value of our Senior Secured Notes approximates fair value and is classified as a Level 2 fair value measurement. The fair value of financial instruments is not indicative of the overall fair value of our assets and liabilities since financial instruments do not include all assets, including intangibles, and all liabilities.

Equity Awards Equity award transactions with employees are measured based on the estimated fair value of the equity awards issued.  For equity awards with service conditions that have a graded vesting period, we recognize compensation cost on a straight-line basis over the requisite service period for the entire award.  Forfeitures are accounted for as they occur.  We may issue new shares of common stock or may use treasury shares associated with the equity awards.

9


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Summary of Significant Accounting Policies (continued)

In January 2021, the compensation committee of our Board of Directors approved the grant of 614,999 shares of time-based restricted stock and 219,084 shares of performance-based restricted stock to certain executives under our 2016 Long Term Incentive Plan.  The time-based restricted stock shares will vest at the end of each one-year period at the rate of one-third per year for three years, vesting 100% at the end of three years. The performance-based restricted stock will vest at the end of three years, subject to achievement of certain performance metrics. The unvested restricted shares carry dividend and voting rights contingent upon the vesting and lapsing of restriction.  Sales of these shares are restricted prior to the date of vesting.  Pursuant to the terms of the underlying restricted stock agreements, unvested restricted shares will immediately vest upon the occurrence of a change in control (as defined by agreement), termination without cause or death.

Revenue Recognition

Revenue Recognition and Performance Obligations

We determine revenue recognition through the following steps:

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, we satisfy a performance obligation.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account.  A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.  Generally, satisfaction occurs when control of the promised goods is transferred to the customer or as services are rendered or completed in exchange for consideration in an amount for which we expect to be entitled.  Generally, control is transferred when the preparation for shipment of the product to a customer has been completed.  Most of our contracts contain a single performance obligation with the promise to transfer a specific product.  

Most of our revenue is recognized from performance obligations satisfied at a point in time, however, we have a performance obligation to perform certain services that are satisfied over a period of time.  Revenue is recognized from this type of performance obligation as services are rendered and are based on the amount for which we have a right to invoice, which reflects the amount of expected consideration that corresponds directly with the value of the services performed.  

Transaction Price Constraints and Variable Consideration

For most of our contracts with customers, the transaction price from the inception of a contract is constrained to a short period of time (generally one month) as these contracts contain terms with variable consideration related to both price and quantity.  These contract prices are often based on commodity indexes (such as NYMEX natural gas index) published monthly and the contract quantities are typically based on estimated ranges.  The quantities become fixed and determinable over a period of time as each sale order is received from the customer.  

The nature of our contracts also gives rise to other types of variable consideration, including volume discounts and rebates, make-whole provisions, other pricing concessions, and short-fall charges.  We estimate these amounts based on the expected amount to be provided to customers, which result in a transaction price adjustment reducing revenue (net sales) with the offset increasing contract or refund liabilities. These estimates are based on historical experience, anticipated performance and our best judgment at the time.  We reassess these estimates on a quarterly basis.

The aforementioned constraints over transaction prices in conjunction with the variable consideration included in our material contracts prevent a practical assignment of a specific dollar amount to performance obligations at the beginning and end of the period.  Therefore, we have applied the variable consideration allocation exception.

Future revenues to be earned from the satisfaction of performance obligations will be recognized when control transfers as goods are loaded and weighed or services are performed over the remaining duration of our contracts.   

Income (Loss) per Common Share Net income (loss) attributable to common stockholders is computed by adjusting net income (loss) by the amount of dividends and dividend requirements on preferred stocks and the accretion of redeemable preferred stocks, if applicable.  Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, excluding contingently issuable common shares (unvested restricted stock), if applicable.  For periods we earn net income, a proportional share of net income is allocated to participating securities, if applicable and dilutive, determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”).  Certain securities (Series E Redeemable Preferred and restricted stock units) participate in dividends declared on our common stock and are therefore considered to be participating securities.

10


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Summary of Significant Accounting Policies (continued)

Participating securities have the effect of diluting both basic and diluted income per common share during periods of net income.  For periods we incur a net loss, no loss is allocated to participating securities because they have no contractual obligation to share in our losses.  Diluted loss per common share is computed after giving consideration to the dilutive effect of our potential common stock instruments that are outstanding during the period, except where such non-participating securities would be anti-dilutive.

Recently Adopted Accounting Pronouncement

ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, Income Taxes.  The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes.  The ASU removes certain exceptions to the general framework and also seeks to simplify and/or clarify accounting for income taxes by adding certain requirements that would simplify GAAP for financial statement preparers.  On January 1, 2021, we adopted ASU 2019-12, which did not have a material impact on our condensed consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements

ASU 2020-06 - In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). This ASU addresses the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. This ASU will be effective for us on January 1, 2024; however, early adoption iswas permitted beginning January 1, 2021. We are currently evaluating the timing and the effect of our pending adoption of this ASU on our consolidated financial statements and related disclosures at this time.disclosures.

ASU 2020-04 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR that are expected to be discontinued. This ASU provides exceptions and optional expedients for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR or other reference rates to be discontinued as a result of reference rate reform. They do not apply to modifications made or hedges entered into or evaluated after December 31, 2022, unless the hedging relationships existed as of that date and optional expedients for them were elected and retained through the end of the hedging relationship. This ASU became effective upon issuance. We continue to evaluate the effect of this ASU and plan to utilize this relief for our debt agreements that include LIBOR rates.

119


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

2. Income (loss)(Loss) Per Common Share

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

 

(Dollars In Thousands, Except Per Share Amounts)

 

 

(In Thousands, Except Per Share Amounts)

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

23,670

 

 

$

(365

)

 

$

10,391

 

 

$

(19,817

)

 

$

58,766

 

 

$

(13,279

)

 

Adjustments for basic net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments for basic income (loss) per common share:

 

 

 

 

 

 

 

 

 

Dividend requirements on Series E Redeemable

Preferred

 

 

(10,213

)

 

 

(8,689

)

 

 

(19,724

)

 

 

(16,996

)

 

 

 

 

 

(9,511

)

 

Dividend requirements on Series B Preferred

 

 

(60

)

 

 

(60

)

 

 

(120

)

 

 

(120

)

 

 

 

 

 

(60

)

 

Dividend requirements on Series D Preferred

 

 

(15

)

 

 

(15

)

 

 

(30

)

 

 

(30

)

 

 

 

 

 

(15

)

 

Accretion of Series E Redeemable Preferred

 

 

(513

)

 

 

(505

)

 

 

(1,024

)

 

 

(1,009

)

 

 

 

 

 

(511

)

 

Net income attributable to participating securities

 

 

(223

)

 

 

 

 

 

 

 

 

 

Numerator for basic net income (loss) per common

share - net income (loss) attributable to common

stockholders

 

$

12,646

 

 

$

(9,634

)

 

$

(10,507

)

 

$

(37,972

)

Dividends on Series B and Series D Preferred

assumed to be converted, if dilutive

 

 

75

 

 

 

 

 

 

 

 

 

 

Numerator for diluted net income (loss) per common

share

 

$

12,721

 

 

$

(9,634

)

 

$

(10,507

)

 

$

(37,972

)

Numerator for basic and diluted net income (loss) per common

share

 

$

58,766

 

 

$

(23,376

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic net income (loss) per common

share - weighted- average shares (1)

 

 

28,485,251

 

 

 

28,198,963

 

 

 

28,414,863

 

 

 

28,187,584

 

Denominator for basic net income (loss) per common

share - adjusted weighted-average shares (1)

 

 

88,421

 

 

 

36,850

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stocks

 

 

916,666

 

 

 

 

 

 

 

 

 

 

Unvested restricted stock and stock units

 

 

741,784

 

 

 

 

 

 

 

 

 

 

 

 

 

1,345

 

 

 

 

 

Dilutive potential common shares

 

 

1,658,450

 

 

 

 

 

 

 

 

 

 

 

 

1,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for diluted net income (loss) per

common share - adjusted weighted-average

shares

 

 

30,143,701

 

 

 

28,198,963

 

 

 

28,414,863

 

 

 

28,187,584

 

 

 

89,766

 

 

 

36,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per common share

 

$

0.44

 

 

$

(0.34

)

 

$

(0.37

)

 

$

(1.35

)

 

$

0.66

 

 

$

(0.63

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share

 

$

0.42

 

 

$

(0.34

)

 

$

(0.37

)

 

$

(1.35

)

 

$

0.65

 

 

$

(0.63

)

 

 

 

(1)

Excludes the weighted-average shares of unvested restricted stock that are contingently issuable.

The following weighted-average shares of securities were not included in the computation of diluted net income (loss)loss per common share as their effect would have been antidilutive:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

Restricted stock and stock units

 

 

 

 

 

1,308,881

 

 

 

1,662,514

 

 

 

1,257,869

 

 

 

 

 

 

2,247,887

 

 

Convertible preferred stocks

 

 

 

 

 

916,666

 

 

 

916,666

 

 

 

916,666

 

 

 

 

 

 

1,191,666

 

 

Series E Redeemable Preferred - embedded derivative

 

 

303,646

 

 

 

303,646

 

 

 

303,646

 

 

 

303,646

 

 

 

 

 

 

303,646

 

 

Stock options

 

 

66,431

 

 

 

124,000

 

 

 

79,547

 

 

 

124,000

 

 

 

13,000

 

 

 

107,652

 

 

 

 

370,077

 

 

 

2,653,193

 

 

 

2,962,373

 

 

 

2,602,181

 

 

 

13,000

 

 

 

3,850,851

 

 

 

1210


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

3. Current and Noncurrent Accrued and Other Liabilities

 

 

June 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Accrued interest

 

$

8,649

 

 

$

8,669

 

 

$

22,015

 

 

$

8,397

 

Current portion of operating lease liabilities

 

 

7,293

 

 

 

7,755

 

Accrued payroll and benefits

 

 

7,910

 

 

 

5,837

 

 

 

6,582

 

 

 

9,794

 

Current portion of operating lease liabilities

 

 

7,704

 

 

 

6,706

 

Accrued death and other executive benefits

 

 

2,527

 

 

 

2,539

 

 

 

2,508

 

 

 

2,514

 

Series E Redeemable Preferred - embedded derivative

 

 

2,181

 

 

 

1,029

 

Deferred revenue

 

 

895

 

 

 

1,890

 

Accrued health and worker compensation insurance claims

 

 

1,103

 

 

 

1,272

 

Other

 

 

8,047

 

 

 

9,787

 

 

 

8,435

 

 

 

6,599

 

 

 

37,913

 

 

 

36,457

 

 

 

47,936

 

 

 

36,331

 

Less noncurrent portion

 

 

7,372

 

 

 

6,090

 

 

 

3,023

 

 

 

3,030

 

Current portion of accrued and other liabilities

 

$

30,541

 

 

$

30,367

 

 

$

44,913

 

 

$

33,301

 

 

4. Long-Term Debt

Our long-term debt consists of the following: 

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In Thousands)

 

Working Capital Revolver Loan, with a current interest

   rate of 3.75% (A)

 

$

 

 

$

 

Senior Secured Notes due 2023 (B)

 

 

435,000

 

 

 

435,000

 

Secured Financing due 2023, with an interest

   rate of 8.32% (C)

 

 

9,241

 

 

 

10,715

 

Secured Loan Agreement due 2025, with an interest

   rate of 8.75% (D)

 

 

6,156

 

 

 

6,834

 

Secured Financing due 2025, with an interest

   rate of 8.75% (E)

 

 

26,534

 

 

 

28,636

 

Unsecured Loan Agreement due 2022 (F)

 

 

 

 

 

10,000

 

Secured Promissory Note due 2021

 

 

 

 

 

1,221

 

Other

 

 

387

 

 

 

432

 

Unamortized discount, net of premium and debt issuance

  costs

 

 

(6,810

)

 

 

(8,648

)

 

 

 

470,508

 

 

 

484,190

 

Less current portion of long-term debt

 

 

9,049

 

 

 

16,801

 

Long-term debt due after one year, net

 

$

461,459

 

 

$

467,389

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In Thousands)

 

Working Capital Revolver Loan, with a current interest

   rate of 4.00% (A)

 

$

 

 

$

 

Senior Secured Notes due 2028, with an interest

   rate of 6.25% (B)

 

 

700,000

 

 

 

500,000

 

Secured Financing due 2023, with an interest

   rate of 8.32% (C)

 

 

6,918

 

 

 

7,712

 

Secured Financing due 2025, with an interest

   rate of 8.75% (D)

 

 

23,220

 

 

 

23,987

 

Secured Loan Agreement due 2025 (E)

 

 

 

 

 

5,328

 

Other

 

 

316

 

 

 

339

 

Unamortized discount, net of premium and debt issuance

  costs

 

 

(13,944

)

 

 

(9,722

)

 

 

 

716,510

 

 

 

527,644

 

Less current portion of long-term debt

 

 

8,112

 

 

 

9,454

 

Long-term debt due after one year, net

 

$

708,398

 

 

$

518,190

 

 

(A) Our revolving credit facility, as amended (the “Working Capital Revolver Loan”), provides for advances up to $65 million (the “Maximum Revolver Amount”), based on specific percentages of eligible accounts receivable and inventories and up to $10 million of letters of credit, the outstanding amount as of March 31, 2022 was $2.6 million, which reduces the available for borrowing under the Working Capital Revolver Loan. At June 30, 2021March 31, 2022, our available borrowings under our Working Capital Revolver Loan were approximately $50.3$62.4 million, based on our eligible collateral, less outstanding letters of credit and loan balance. The maturity date of the Working Capital Revolver Loan is on the earlier of (i) the date that is 90 days prior to the earliest stated maturity date of the Senior Secured Notes (unless refinanced or repaid) and (ii) February 26, 2024. Subject to certain conditions and subject to lender approval, the Maximum Revolver Amount may increase up to an additional $10 million. The Working Capital Revolver Loan also provides for a springing financial covenant (the “Financial Covenant”), which requires that, if the borrowing availability is less than 10.0% of the total revolver commitments, then the borrowers must maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Financial Covenant, if triggered, is tested monthly.  

1311


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

4. Long-Term Debt (continued)(continued)

(B) On April 25, 2018,October 14, 2021, LSB completed the issuance and sale of $400$500 million aggregate principal amount of the Notes of its 9.625%6.25% Senior Secured Notes due 20232028 (the “Notes”), pursuant to an indenture (the “Indenture”), dated as of April 25, 2018.October 14, 2021. The Notes were issued at a price equal to 99.509%100% of their face value.

On June 21, 2019,March 8, 2022, LSB completed the issuance and sale of $35an additional $200 million aggregate principal amount of its 9.625% Senior Securedthe Notes due 2023 (the “New Notes”).  The New Notes, which were issued pursuant to the Indenture (the Notes together with the New Notes, the “Senior Secured Notes”). The New Notes were issued at a price equal to 102.125%100% of their face value, plus accrued interest from May 1, 2019October 14, 2021 to June 21, 2019.March 7, 2022.

The Senior Secured Notes mature on May 1, 2023October 15, 2028. Interest is to be paid semiannually in arrears on May 1st15 and November 1st.October 15.

As it relates to the issuance of the Notes in October 2021, most of the proceeds from the Notes were used to purchase/redeem the previously outstanding $435 million aggregate principal amount of senior secured notes scheduled to mature in 2023. The remaining net proceeds were primarily used to pay related transaction fees. This transaction was accounted for as an extinguishment of debt. As a result, we recognized a loss on extinguishment of debt of approximately $20.3 million in 2021, primarily consisting of a portion of the contractual redemption premium paid and the expensing of unamortized debt issuance costs associated with the senior secured notes purchased/redeemed.

(C) El Dorado Chemical Company (“EDC”), one of our subsidiaries, is party to a secured financing arrangement with an affiliate of LSB Funding L.L.C. (“LSB Funding”).Funding. Principal and interest are payable in 48 equal monthly installments with a final balloon payment of approximately $3 million due in June 2023.

(D) EDC is party to a secured loan agreement with an affiliate of LSB Funding. Principal and interest are payable in 60 equal monthly installments through March 2025.

(E)In August 2020, El Dorado Ammonia L.L.C. (“EDA”), one of our subsidiaries, entered into a $30 million secured financing arrangement with an affiliate of LSB Funding. Beginning in September 2020, principal and interest are payable in 60 equal monthly installments with a final balloon payment of approximately $5 million due in August 2025. This financing arrangement is secured by an ammonia storage tank and is guaranteed by LSB.

(F) (E)In April 2020, During the first quarter of 2022 EDC’s secured loan agreement with an affiliate of LSB entered intoFunding was paid off resulting in a federally guaranteed loan agreement (“PPP loan”) for $10 million with a lender pursuant to a new loan program through the U.S. Small Business Administration (“SBA”) as the result of the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and amended by the Paycheck Protection Program Flexibility Act of 2020.  We applied ASC 470, Debt, to account for the PPP loan. We have used all of the proceeds from the PPP loan for payroll, rent, utilities, and other specified costs that qualify for loan forgiveness.  In April 2021, we submitted the PPP loan forgiveness application to the lender.  In June 2021, the PPP loan was fully forgiven by the SBA and lender.  As a result, we recognized a gainminimal loss on extinguishment of debt of $10 million for the three months ended June 30, 2021.debt.

 

5.  Commitments and Contingencies

Settlements and Outstanding Natural Gas Purchase CommitmentsDuring several days in February 2021, the Pryor Facility was taken out of service after extreme cold weather caused a surge in natural gas prices in the region, along with the curtailment of gas distribution by the operator of the pipeline that supplies natural gas to the facility. Also, as a result of unprecedented cold weather conditions, the primary natural gas supplier to our El Dorado Facility asserted a claim of force majeure and materially restricted the supply of gas to the facility. In order to mitigate a portion of the commodity price risk associated with natural gas, we periodically enter into natural gas forward contracts and volume purchase commitments that locked in the cost of certain volumes of natural gas. Prior to this weather event, we had both types of arrangements. During the first quarter of 2021, as a result of the extreme conditions previously described, we settled all of our natural gas forward contracts and certain volume purchase commitments at that time and recognized a realized gain of approximately $6.8 million, which includes the realized gain discussed under “Natural Gas Contracts” in Note 6 and is classified as a reduction to cost of sales.sales.

At June 30, 2021,March 31, 2022, certain of our natural gas contracts qualify as normal purchases under GAAP and thus are not mark-to-market, whichmark-to-market. These contracts included volume purchase commitments with fixed costs of approximately 4.71.8 million MMBtus of natural gas. TheseFurther, the contracts extend through December 2021April 2022 at a weighted-average cost of $2.75$5.06 per MMBtu ($13.19.2 million) and a weighted-average market value of $3.40$4.97 per MMBtu ($16.19.1 million).

14


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

Settlements of Gain Contingencies - In June 2020, EDC and certain vendors mediated settlements for EDC to recover certain costs associated with a nitric acid plant at our El Dorado Facility.  The construction of this plant was completed, and the plant began production in 2016. As a result, the recovery from these settlements recognized during the three months ended June 30, 2020, includes approximately $5.7 million classified as a reduction to cost of sales and approximately $1.9 million classified as a reduction to PP&E.

Legal Matters - Following is a summary of certain legal matters involving the Company:

A. Environmental Matters

Our facilities and operations are subject to numerous federal, state and local environmental laws and to other laws regarding health and safety matters (collectively, the “Environmental and Health Laws”), many of which provide for certain performance obligations, substantial fines and criminal sanctions for violations. Certain Environmental and Health Laws impose strict liability as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly owned or operated by us or facilities of third parties that received waste generated by our operations regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken.

12


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety effects of our operations.

There can be no assurance that we will not incur material costs or liabilities in complying with such laws or in paying fines or penalties for violation of such laws. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. The Environmental and Health Laws and related enforcement policies have in the past resulted, and could in the future result, in significant compliance expenses, cleanup costs (for our sites or third-party sites where our wastes were disposed of), penalties or other liabilities relating to the handling, manufacture, use, emission, discharge or disposal of hazardous or toxic materials at or from our facilities or the use or disposal of certain of its chemical products.  Further, a number of our facilities are dependent on environmental permits to operate, the loss or modification of which could have a material adverse effect on their operations and our financial condition.

Historically, significant capital expenditures have been incurred by our subsidiaries in order to comply with the Environmental and Health Laws, and significant capital expenditures are expected to be incurred in the future. We will also be obligated to manage certain discharge water outlets and monitor groundwater contaminants at our facilities should we discontinue the operations of a facility.

As of June 30, 2021,March 31, 2022, our accrued liabilities for environmental matters totaled $467,000approximately $0.5 million relating primarily to the matters discussed below. Estimates of the most likely costs for our environmental matters are generally based on preliminary or completed assessment studies, preliminary results of studies, or our experience with other similar matters. It is reasonably possible that a change in the estimate of our liability could occur in the near term.

1. Discharge Water Matters

Each of our manufacturing facilities generates process wastewater, which may include cooling tower and boiler water quality control streams, contact storm water and miscellaneous spills and leaks from process equipment. The process water discharge, storm-water runoff and miscellaneous spills and leaks are governed by various permits generally issued by the respective state environmental agencies as authorized and overseen by the U.S. Environmental Protection Agency. These permits limit the type and amountvolume of effluents that can be discharged and control the method of such discharge.

In 2017, the Pryor Chemical Company (“PCC”) filed a Permit Renewal Application for its Non-Hazardous Injection Well Permit at the Pryor Facility. Although the Injection Well Permit expired in 2018, PCC continues to operate the injection well pending the Oklahoma Department of Environmental Quality (“ODEQ”) action on the Permit Renewal Application. PCC and ODEQ are engaged in ongoing discussions related to the renewal of the injection well to address the wastewater stream.

Our El Dorado Facility is subject to a National Pollutant Discharge Elimination System (“NPDES”) permit issued by the Arkansas Department of Environmental Quality (“ADEQ”) in 2004. In 2010, the ADEQ issued a draft NPDES permit renewal for the El Dorado Facility, which contained more restrictive discharge limits than the previous 2004 permit. During 2017, ADEQ issued a final NPDES permit with new dissolved mineral limits; however, EDC filed an appeal, and a Permit Appeal Resolution (“PAR”) was signed in 2018. EDC is in compliance with the revised permit limits agreed upon in the PAR.

15


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

In 2006, the El Dorado Facility entered into a Consent Administrative Order (“CAO”) that recognizes the presence of nitrate contamination in the shallow groundwater. The CAO required EDC to perform semi-annual groundwater monitoring, continue operation of a groundwater recovery system, submit a human health and ecological risk assessment, and submit a remedial action plan.

The risk assessment was submitted in 2007. In 2015, the ADEQ stated that El Dorado Chemical was meeting the requirements of the CAO and should continue semi-annual monitoring. Subsequent to the PAR mentioned previously, a new CAO was signed in 2018, which required an Evaluation Report of the data and effectiveness of the groundwater remedy for nitrate contamination. During 2019, the Evaluation Report was submitted to the ADEQ and the ADEQ approved the report. No liability has been established at June 30, 2021,March 31, 2022, in connection with this ADEQ matter.

2. Other Environmental Matters

In 2002, certain of our subsidiaries sold substantially all of their operating assets relating to a Kansas chemical facility (the “Hallowell Facility”) but retained ownership of the real property where the facility is located. Our subsidiary retained the obligation to be responsible for, and perform the activities under, a previously executed consent order to investigate the surface and subsurface contamination at the real property, develop a corrective action strategy based on the investigation, and implement such strategy. In addition, certain of our subsidiaries agreed to indemnify the buyer of such assets for these environmental matters.

13


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

As the successor to a prior owner of the Hallowell Facility, Chevron Environmental Management Company (“Chevron”) has agreed in writing, within certain limitations, to pay and has been paying one-half of the costs of the investigation and interim measures relating to this matter as approved by the Kansas Department of Health and Environment (the “KDHE”), subject to reallocation.

During this process, our subsidiary and Chevron retained an environmental consultant that prepared and performed a corrective action study work plan as to the appropriate method to remediate the Hallowell Facility. During 2020, the KDHE selected a remedy of annual monitoring and the implementation of an Environmental Use Control (“EUC”). This remedy primarily relates to long-term surface and groundwater monitoring to track the natural decline in contamination and is subject to a 5-year re-evaluation with the KDHE.

The final remedy, including the EUC, the finalization of the cost estimates and any required financial assurances remains under discussion with the KDHE, but continues to be delayed due to the impact from the COVID-19 pandemic. Pending the results from our discussions regarding the final remedy, we continue to accrue our allocable portion of costs primarily for the additional testing, monitoring and risk assessments that could be reasonably estimated, which amount is included in our accrued liabilities for environmental matters discussed above.

The estimated amount is not discounted to its present value. As more information becomes available, our estimated accrual will be refined, as necessary.

B. Other Pending, Threatened or Settled Litigation

In 2013, an explosion and fire occurred at the West Fertilizer Co. (“West Fertilizer”) located in West, Texas, causing death, bodily injury and substantial property damage. West Fertilizer is not owned or controlled by us, but West Fertilizer was a customer of EDC, and purchased AN from EDC from time to time. LSB and EDC received letters from counsel purporting to represent subrogated insurance carriers, personal injury claimants and persons who suffered property damages informing LSB and EDC that their clients are conducting investigations into the cause of the explosion and fire to determine, among other things, whether AN manufactured by EDC and supplied to West Fertilizer was stored at West Fertilizer at the time of the explosion and, if so, whether such AN may have been one of the contributing factors of the explosion.  Initial lawsuits filed named West Fertilizer and another supplier of AN as defendants.

In 2014, EDC and LSB were named as defendants, together with other AN manufacturers and brokers that arranged the transport and delivery of AN to West Fertilizer, in the case styled City of West, Texas vs. CF Industries, Inc., et al., in the District Court of McLennan County, Texas. The plaintiffs allege, among other things, that LSB and EDC were negligent in the production and marketing of fertilizer products sold to West Fertilizer, resulting in death, personal injury and property damage. EDC retained a firm specializing in cause and origin investigations with particular experience with fertilizer facilities, to assist EDC in its own investigation. LSB and EDC placed its liability insurance carrier on notice, and the carrier is handling the defense for LSB and EDC concerning this matter.

16


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

Our product liability insurance policies have aggregate limits of general liability totaling $100 million, with a self-insured retention of $250,000, which retention limit has been met relating to the West Fertilizer matter. In August 2015, the trial court dismissed plaintiff’s negligence claims against us, and EDC based on a duty to inspect but allowed the plaintiffs to proceed on claims for design defect and failure to warn.

Subsequently, we and EDC have entered into confidential settlement agreements (with approval of our insurance carriers) with several plaintiffs that had claimed wrongful death and bodily injury and insurance companies asserting subrogation claims for damages from the explosion. While these settlements resolve the claims of a number of the claimants in this matter, we continue to be party to litigation related to the explosion. We continue to defend these lawsuits vigorously and we are unable to estimate a possible range of loss at this time if there is an adverse outcome in this matter as to EDC.matter. As of June 30, 2021,March 31, 2022, 0 liability reserve has been established in connection with this matter, except for the unpaid portion of the settlement agreements discussed above.matter.

In 2015, we and EDA received formal written notice from Global Industrial, Inc. (“Global”) of Global’s intention to assert mechanic liens for labor, service, or materials furnished under certain subcontract agreements for the improvement of the new ammonia plant (“Ammonia Plant”) at our El Dorado Facility. Global was a subcontractor of Leidos Constructors, LLC (“Leidos”), the general contractor for EDA for the construction for the Ammonia Plant. Leidos terminated the services of Global with respect to their work performed at our El Dorado Facility.

LSB and EDA are pursuing the recovery of any damage or loss caused by Global’s work performed through their contract with Leidos at our El Dorado Facility. In March 2016, EDC and LSB were served a summons in a case styled Global Industrial, Inc. d/b/a Global Turnaround vs. Leidos Constructors, LLC et al., in the Circuit court of Union County, Arkansas, wherein Global sought damages under breach of contract and other claims. At the time of the summons, our accounts payable included invoices totaling approximately $3.5$3.5 million related to the claims asserted by Global, but such invoices were not approved by Leidos for payment.We have requested indemnification from Leidos under the terms of our contracts, which they have denied. As a result, we are seeking reimbursement of legal expenses from Leidos under our contracts. We also seek damages from Leidos for their wrongdoing during the expansion, including breach of contract, fraud, professional negligence, and gross negligence.

14


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.  Commitments and Contingencies (continued)

During 2018, the court bifurcated the case into: (1) Global’s claims against Leidos and LSB, and (2) the cross-claims between Leidos and LSB. Part (1) of the case was tried in the court. In March 2020, the court rendered an interim judgment and issued its final judgment in April 2020. In summary,, the judgment awarded Global (i) approximately $7.4 million (including the $3.5 million discussed above) for labor, service, and materials furnished relating to the Ammonia Plant, (ii) approximately $1.3 million for prejudgment interest, and (iii) a claim of lien on certain property and the foreclosure of the lien to satisfy these obligations. In addition, post-judgment interest will accrue at the annual rate of 4.25% until paid. DuringThis judgement was accrued for at the first six monthstime of 2020, this judgment impacted our condensed consolidated statement of operations as follows:the ruling.

additional depreciation expense of $0.5 million classified as cost of sales; and

prejudgment and post-judgment interest expense totaling $1.4 million.

We have filed a notice of intent to appeal, and the court entered a stay of the judgment pending appeal.

LSB intends to vigorously prosecute its claims against Leidos and vigorously contest the cross-claims in Part (2) of the matter. Due to the impact from the COVID-19 pandemic, the trial date for Part (2) of the matter has been delayed and we are awaiting a new trial date.

NoNaN liability was established at June 30, 2021,March 31, 2022 or December 31, 2020,2021, in connection with the cross-claims in Part (2) of the matter,matter, except for certain invoices held in accounts payable.

We are also involved in various other claims and legal actions (including matters involving gain contingencies). It is possible that the actual future development of claims could be different from our estimates but, after consultation with legal counsel, we believe that changes in our estimates will not have a material effect on our business, financial condition, results of operations or cash flows.

17


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.  Derivatives, Hedges and Financial Instruments

For the periods presented, the following significant instruments are accounted for on a fair value basis:

Natural Gas Contracts

Periodically, we entered into certain forward natural gas contracts (“natural gas contracts”), which are accounted for on a mark-to-market basis. We are utilizing these natural gas contracts as economic hedges for risk management purposes but are not designated as hedging instruments. At March 31, 2022 and December 31, 2020, our natural gas contracts included 7.3 million MMBtu of natural gas, that extended through December 2021, but these contracts were settled during the first quarter of 2021, primarily due to the weather event discussed in Note 5.  At June 30, 2021, we had no outstanding natural gas contracts. TheWhen present the valuations of the natural gas contracts are classified as Level 2.  At December 31, 2020, the valuation inputs included the contractual weighted-average cost of $2.65 per MMBtu and the weighted-average market value of $2.49 per MMBtu.

For the sixthree months ended June 30,March 31, 2021, we recognized a gain of $2.7 million (including(includes a realized gain of $1.5 million), all of which was recognized in the first quarter.For(0ne for the three and six months ended June 30, 2020, we recognized a minimal gain and a loss of $0.7, respectivelyMarch 31, 2022). The gain is classified as a reduction of cost of sales and the loss is classified as cost of sales.

Embedded Derivative

As discussed in Note 8, certain embedded features (“embedded derivative”) relating to the redemption of the Series E Redeemable Preferred, which includes certain contingent redemption features and the participation rights value have been bifurcated from the Series E Redeemable Preferred and recorded as a liability. At June 30, 2021, and December 31, 2020, we estimate that the contingent redemption features have fair value since we estimate that a portion of the shares of this preferred stock would be redeemed prior to October 25, 2023.  For certain other embedded features, we estimated no fair value based on our assessment that there is a remote probability that these features will be exercised.

The fair value of the embedded derivative was valued using discounted cash flow models and primarily based on the difference in the present value of estimated future cash flows with no redemptions prior to October 25, 2023, compared to certain estimated redemptions during the same period and applying the effective dividend rate of the Series E Redeemable Preferred. In addition, at June 30, 2021, and December 31, 2020, the fair value of the embedded derivative included the valuation of the participation rights, which was based on the equivalent of 303,646 shares of our common stock at $6.05 and $3.39 per share, respectively.

The valuations of the embedded derivative are classified as Level 3.  This derivative is valued using market information, management’s redemption assumptions, the underlying number of shares as defined in the terms of the Series E Redeemable Preferred, and the market price of our common stock.

For the three months ended June 30, 2021, and 2020, we recognized an unrealized loss of approximately $0.7 million and an unrealized gain of approximately $0.1 million, respectively, due to the change in fair value of the embedded derivative.  For the six months ended June 30, 2021, and 2020, we recognized an unrealized loss of approximately $1.2 million and an unrealized gain of approximately $0.8 million, respectively, due to the change in fair value of the embedded derivative.  The unrealized gain and loss are included in non-operating other income and expense.

18


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.  Derivatives, Hedges and Financial Instruments (continued)

The following details our assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and December 31, 2020:

 

 

 

 

 

 

Fair Value Measurements at

June 30, 2021 Using

 

 

 

 

 

Description

 

Total Fair

Value at

June 30,

2021

 

 

Quoted Prices

in Active

Markets for

Identical

Contracts

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)(1)

 

 

Total Fair

Value at

December 31,

2020

 

 

 

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets - Supplies, prepaid items and other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas contracts

 

$

 

 

$

 

 

$

 

 

$

 

 

$

80

 

Total

 

$

 

 

$

 

 

$

 

 

$

 

 

$

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities - Current and noncurrent accrued and

   other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas contracts

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1,285

 

Embedded derivative

 

$

2,181

 

 

$

 

 

$

 

 

$

2,181

 

 

$

1,029

 

Total

 

$

2,181

 

 

$

 

 

$

 

 

$

2,181

 

 

$

2,314

 

(1)

There was 0 Level 3 transfer activity for the six months ended June 30, 2021.

7. Income Taxes

BenefitProvision for income taxes is as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

State

 

 

(175

)

 

 

(12

)

 

 

(462

)

 

 

23

 

 

 

292

 

 

 

(285

)

Total Current

 

$

(175

)

 

$

(12

)

 

$

(462

)

 

$

23

 

 

$

292

 

 

$

(285

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(57

)

 

$

(1,138

)

 

$

(136

)

 

$

(1,891

)

 

$

11,385

 

 

$

(80

)

State

 

 

(16

)

 

 

(149

)

 

 

392

 

 

 

230

 

 

 

(562

)

 

 

407

 

Total Deferred

 

$

(73

)

 

$

(1,287

)

 

$

256

 

 

$

(1,661

)

 

$

10,823

 

 

$

327

 

Benefit for income taxes

 

$

(248

)

 

$

(1,299

)

 

$

(206

)

 

$

(1,638

)

Provision for income taxes

 

$

11,115

 

 

$

42

 

 

19


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.  Income Taxes (continued)

For the three and six months ended June 30,March 31, 2022 and 2021, and 2020, the current provision (benefit) for state income taxes shown above includes regular state income tax, provisions for uncertain state income tax positions, the impact of state tax law changes and other similar adjustments.

15


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.  Income Taxes (continued)

Our estimated annual effective tax rate for 20212022 includes the impact of permanent tax differences, including but not limited to PPP loan forgiveness, limits on deductible compensation, state tax law changes,valuation allowances and valuation allowances.other permanent items.

We considered both positive and negative evidence in our determination of the need for valuation allowances for deferred tax assets. Information evaluated includes our financial position and results of operations for the current and preceding years, the availability of deferred tax liabilities and tax carrybacks, as well as an evaluation of currently available information about future years. Valuation allowances are reflective of our quarterly analysis of the four sources of taxable income, including the calculation of the reversal of existing tax assets and liabilities, the impact of financing activities and our quarterly results. Based on our analysis, we currently believe that it is more-likely-than-not that a portion of our federal deferred tax assets will not be able to be utilized andutilized. Thus, we estimate a $12.7 million reduction in the related valuation allowance associated with these federal deferred tax assets will be recognized throughout the year as part of the estimated annual effective tax rate applied to be recorded during 2021 to be approximately $3.0 million.ordinary income. We have also determined it is more-likely-than-not that a portion of our state deferred tax assets will not be able to be utilized. However, we estimate a $7.2 million reduction in the related valuation allowance associated with these state deferred tax assets to be recorded during 2021 will be approximately $4.4 million.recognized throughout the year as part of the estimated annual effective tax rate applied to ordinary income.

We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to our deferred tax assets. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial statements. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.

The tax benefitprovision for the sixthree months ended June 30,March 31, 2022 was $11.1 million (15.9% provision on pre-tax income). The tax provision for the three months ended March 31, 2021 was $0.2 million (2% benefit on pre-tax income) and the tax benefit for the six months ended June 30, 2020, was $1.6 million (8% benefit on pre-tax loss).  minimal. For both periods, the effective tax rate is less than the statutory tax rate primarily due to the impact of the valuation allowances.

LSB and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the 2017-2020 2018-2021 years remain open for all purposes of examination by the U.S. Internal Revenue Service (“IRS”) and other major tax jurisdictions. Additionally, the 2013-20162013-2017 years remain subject to examination for determining the amount of net operating loss and other carryforwards.

8. Redeemable Preferred Stocks8.  Net Sales

Series E and Series F Redeemable Preferred

As of June 30, 2021, the Series E Redeemable Preferred had a 14.5% annual dividend rate and a participating right in dividends and liquidating distributions equal to 303,646 shares of common stock (participation rights value).  Dividends accrue semi-annually in arrears and are compounded.  Pursuant to the terms of the Series E Redeemable Preferred, the annual dividend rate will increase (a) by an additional 0.50% in April 2022 and (b) by an additional 1.0% in April 2023. The Series E Redeemable Preferred contains redemption features and a participation rights value that are being accounted for as derivative instruments and have been bifurcated from the Series E Redeemable Preferred as discussed in Note 6.  Also, see discussion in Note 12 – Subsequent Events.

As of June 30, 2021, the Series F Redeemable Preferred has voting rights to vote as a single class on all matters which the common stock have the right to vote and is entitled to a number of votes equal to 456,225 shares of our common stock.

Changes in our Series E and Series F Redeemable Preferred are as follows:

 

 

Series E Redeemable Preferred

 

 

 

Shares

 

 

Amount

 

 

 

(Dollars In Thousands)

 

Balance at December 31, 2020

 

 

139,768

 

 

$

272,101

 

Accretion relating to liquidation preference on

   preferred stock

 

 

 

 

 

547

 

Accretion for discount and issuance costs on

   preferred stock

 

 

 

 

 

477

 

Accumulated dividends

 

 

 

 

 

19,724

 

Balance at June 30, 2021

 

 

139,768

 

 

$

292,849

 

9.Disaggregated Net Sales

20


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Disaggregated Net Sales

As discussed in Note 1, weWe primarily derive our revenues from the sales of various chemical products. The following table presents ourCompany’s net sales disaggregated by our principal markets, which disaggregation is consistent with other financial information utilized or provided outside of our condensed consolidated financial statements:statements. With our continued focus on optimizing our commercial strategy and product mix going forward we will report revenue by product as opposed to the end market. Accordingly, this approach is reflected in disaggregated net sales, mirroring how the Company manages its net sales by product through contracts with customers.

The following table presents our net sales disaggregated by our principal product types:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(In Thousands)

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural products

 

$

66,508

 

 

$

64,997

 

 

$

111,421

 

 

$

106,455

 

Industrial acids and other chemical products

 

 

60,608

 

 

 

29,559

 

 

 

100,883

 

 

 

64,765

 

Mining products

 

 

13,580

 

 

 

10,477

 

 

 

26,508

 

 

 

17,224

 

Total net sales

 

$

140,696

 

 

$

105,033

 

 

$

238,812

 

 

$

188,444

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

 

 

(In Thousands)

 

Net sales:

 

 

 

 

 

 

 

 

AN & Nitric Acid

 

$

71,800

 

 

$

49,837

 

Urea ammonium nitrate (UAN)

 

 

56,569

 

 

 

17,638

 

Ammonia

 

 

59,342

 

 

 

21,165

 

Other

 

 

11,270

 

 

 

9,476

 

Total net sales

 

$

198,981

 

 

$

98,116

 

 

16


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.  Net Sales (continued)

Other Information

Although most of our contracts have an original expected duration of one year or less, for our contracts with a duration greater than one year at contract inception, the average remaining expected duration was approximately 1517 months at June 30, 2021.March 31, 2022.

Liabilities associated with contracts with customers (contract liabilities) primarily relate to deferred revenue and customer deposits associated with cash payments received in advance from customers for volume shortfall charges and product shipments. We had approximately $1.2$1.8 million and $2.5$1.6 million of contract liabilities as of June 30, 2021 March 31, 2022 and December 31, 2020,2021, respectively. For the three and six months ended June 30,March 31, 2022 and 2021, revenues of $1.0 million and $1.6 million, respectively, were recognized and included in the balance at the beginning of the respective period. For the three and six months ended June 30, 2020, revenues of $1.5$1.4 million and $1.0 million, respectively, were recognized and included in the balance at the beginning of the respective period.

10.For most of our contracts with customers, the transaction price from the inception of a contract is constrained to a short period of time (generally one month) as these contracts contain terms with variable consideration related to both price and quantity. At March 31, 2022, we have remaining performance obligations with certain customer contracts, excluding contracts with original durations of less than one year and for service contracts for which we have elected the practical expedient for consideration recognized in revenue as invoiced. The remaining performance obligations totals approximately $74 million, of which approximately 37% of this amount relates to 2022 through 2024, approximately 30% relates to 2025 through 2026, with the remainder thereafter.

9. Related Party Transactions

As of June 30, 2021,March 31, 2022, we have threetwo separate outstanding financing arrangements withby an affiliate of LSB Funding as discussed in footnotes (D), (E)(C) and (F)(D) of Note 4. Also, anAn affiliate of LSB Funding holds $50$30 million of our Senior Secured Notes discussed in footnote (B) of Note 4.  In addition, LSB Funding holds all outstanding shares of the Series E and Series F Redeemable Preferred discussed in Note 8.  Also, see discussion in Note 12 – Subsequent Events.New Notes.

The Golsen Holders and an immediate family member hold all outstanding shares of the Series B Preferred and Series D Preferred, which accumulated dividends on such shares totaled approximately $1.7 million at June 30, 2021.

11.10. Supplemental Cash Flow Information

The following provides additional information relating to cash flow activities:

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Thousands)

 

 

(In Thousands)

 

Cash refunds for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes, net

 

$

(183

)

 

$

(319

)

 

$

 

 

$

(216

)

Noncash continuing investing and financing activities:

 

 

 

 

 

 

 

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

Accounts receivable, supplies, other assets, accounts

payable and accrued liabilities associated with additions

of property, plant and equipment

 

$

15,484

 

 

$

11,152

 

 

$

17,295

 

 

$

18,091

 

Accounts payable associated with debt-related costs

 

$

741

 

 

$

 

Dividends accrued on Series E Redeemable Preferred

 

$

19,724

 

 

$

16,996

 

 

$

 

 

$

9,511

 

Accounts payable associated with financing professional fees

 

$

1,916

 

 

$

 

Accretion of Series E Redeemable Preferred

 

$

1,024

 

 

$

1,009

 

 

$

 

 

$

511

 

Extinguishment of PPP loan

 

$

10,000

 

 

$

 

 

12.  Subsequent Events

21


LSB INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On July 19, 2021, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding LLC (the “Holder”), an affiliate of Eldridge. Pursuant to the terms of the Exchange Agreement, the Holder has agreed with us to exchange all of the shares of our Series E and Series F Redeemable Preferred Stock held by it for shares of our common stock.  Under the terms of the Exchange Agreement, LSB would exchange, at the closing, approximately $300 million of preferred stock held by Eldridge into an equivalent value of our common stock based on an exchange price of $6.16, which is equal to the 30-day volume weighted average price as of the date of the Exchange Agreement.  In connection with the transaction, our common stockholders will receive a special dividend in the form of 0.30 shares of our common stock for every share owned as of the record date and any such amount received by the Holder will reduce the exchange consideration otherwise payable under the Exchange Agreement. Completion of the exchange transaction is subject to a number of customary closing conditions, including receipt of stockholder approval from the holders of a majority of the shares of our outstanding common stock not held by Eldridge or any of its affiliates.  This summary description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement included as exhibit 10.2 in this Form 10-Q.

 

 


17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with a review of the other Items included in this Form 10-Q and our June 30, 2021March 31, 2022 condensed consolidated financial statements included elsewhere in this report. A reference to a “Note” relates to a note in the accompanying notes to the condensed consolidated financial statements. This MD&A reflects our operating results, unless otherwise noted. Certain statements contained in this MD&A may be deemed to be forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Overview

General

LSB is headquartered in Oklahoma City, Oklahoma and through its subsidiaries, manufactures and sells chemical products for the agricultural, mining, and industrial markets. We own and operate facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operate a facility on behalf of a global chemical companyCovestro in Baytown, Texas. Our products are sold through distributors and directly to end customers primarily throughout the U.S. and parts of Mexico and Canada.

Key Operating Initiatives for 20212022

We believeexpect our future results of operations and financial condition will depend significantly on our ability to successfully implement thebenefit from following key initiatives:

 

Continue Focusing onInvesting to improve Environmental, Health & Safety and Reliability at our Facilities to further our Progress Towards Becoming a “Best in Class” Chemical Plant Operator while Supplying our Customers with Respect to Safe, Reliable Operations that ProduceProducts of the Highest Quality Products.Quality.

 

 

We believe that our operational progress over the past several years represents proof that high safety standards are critical and a precursornot only enable us to protect what matters, which is the well-being of our employees, but also translates into improved plant performance. With that in mind, in 2022 we remain acutely focused on our efforts to further the progress we’ve made in creating a high performing safety culture as we advance the safety programs, we have implementedunderway and are currently managingimplement new ones. Additionally, we intend to invest additional capital at all three of our facilities to further promote safe and reliable operations in order to build upon the success we have had in implementing enhanced safety programs at our facilities that focus on improving our safety culture, which will reduce risks and improve our safety performance.during the last three years.

 

We have several initiatives currently underway that we believe willfocused on continuing to improve the overall reliability of our plants and allowwhich we expect will enable us to produce more productsgreater volumes of product for sale while lowering our unit cost of production.  Thoseproduction and increasing our overall profitability. These initiatives are focused on operations excellence through enhancements in leadership at certain of our facilities, bolstering our operating procedures, leveraging the operating procedure program,technology investments we’ve made to improve the optimization of our asset health monitoring optimization and asset care excellence maintenance programs, andprograms. Additionally, our product quality programs focusedprogram continues to focus on providing products to the customerour customers that meet the highestour quality standards.

 

Continue Broadening the Distribution and Optimization of our Products.Product Mix.  To further leverageOver the course of 2021 we were successful in improving upon the production capacity of our plants, current production capacity,and we are continuingplan to continue to expand the distribution of our industrial and mining products by partnering with customers to take product into different markets both within and outsidewhile also focusing on opportunities to upgrade our margins through the U.S.optimization of our product mix.

 

In October 2020,the first quarter of 2021, we announcedcommenced a new long-term nitric acid supply contract with a customer.  Under the agreement,customer under which we agreed to supply between 70,000 toand 100,000 tons of nitric acid per year. We progressively ramped the volume of product supplied to the customer over the course of 2021, and in 2022, we will recognize a full year withof sales beginningunder this agreement, which we expect will put us in January 2021.  This contract advances our focus to leverage underutilizeda sold-out position for nitric acid production capacity at our El Dorado Facility.facility and will achieve our objective of exhausting our production capacity for this product. The initial contract term extends through 2027 and includes automatic one-year renewals, subject to certain termination rights in favor of each party.

 

We are targeting $10 million to $15 million of capital improvement projects for 2022 focused on margin enhancement opportunities related to our storage and distribution capabilities. Additionally, we are evaluating opportunities to upgrade more of the ammonia we produce into higher value downstream products that could enable us to capture additional margin. We also executed a new contractbelieve we have opportunities to captureincrease our production volume of certain products through debottlenecking projects and sell carbon dioxide outintend to analyze the opportunities for potential returns from these types of our El Dorado Facility, where our customer is building a guest plant.  We expect to begin sales under this agreement in the fourth quarter of 2021.investments.

 

Additionally, early in the second quarterDevelopment and Implementation of 2020, we completed a key storage project that is allowing usStrategy to further maximize our productionCapitalize on Low Carbon Ammonia and Clean Energy Opportunities. The reduction of HDAN at our El Dorado Facility, whichgreenhouse gas emissions, particularly related to carbon dioxide, has been, and we expect will continueincreasingly become a global environmental priority as part of efforts to stem the harmful effects of climate change. There is increasing evidence from a variety of industry studies to indicate that ammonia can play a significant role in making meaningful progress towards this objective. As a result, we are currently evaluating and developing projects that could enable us to achieve higherbecome a producer and marketer of blue and green ammonia and other derivative products. Blue ammonia is produced using natural gas and conventional processes but includes an additional stage where the carbon dioxide emissions are captured and permanently stored in deep underground rock formations, resulting in a low carbon emission product that, we believe, can be sold at a premium to agricultural, industrial,

18


mining, power generation and marine customers seeking to reduce their carbon footprint and potentially capitalize on government incentives. Green ammonia is ammonia produced using renewable energy to power electrolyzers that extract hydrogen from water, resulting in zero-carbon production of ammonia, which we believe can also be sold at a lower cost per tonpremium to a variety of customers and increased salesindustries around the world.

Ammonia has continued to emerge as one of the more viable alternatives to serve as a hydrogen-based energy source for a variety of applications due to its higher energy density and ease of storage relative to hydrogen gas. Blue and green ammonia can be used as zero carbon fuel in the maritime sector, as a carbon free fertilizer and as a coal substitute in power generation. If ammonia were to be adopted for these and other energy needs globally, some studies have indicated that future demand could increase significantly from current levels of global annual production of ammonia. We believe we are well-positioned to capitalize on this opportunity and become a market leader given our potential to retrofit our existing plants rather than needing to invest entirely in greenfield projects, which we believe can reduce our time to market for this product and also reduce the upfront capital expenditures necessary to enable us to produce this product, thereby enhancing the economic attractiveness for us to such investments.

Evaluate and Pursue Organic Capacity Expansion. We are evaluating opportunities across all of our facilities to increase production capacity through the implementation of several potential debottlenecking projects. Our initial calculations suggest that, product during periods of more attractive pricing.assuming mid-market pricing assumptions for Tampa ammonia, UAN and natural gas, these projects could potentially represent significant incremental annual profitability.

 

Development of a Strategy to Capitalize onAmmonia Opportunities in a Renewable Energy Focused Economy. As there is a heightened global focus on significantly increasing the use of renewable energy to reduce carbon emissions, we are currently developing a strategy to enter the market for low-carbon or no carbon ammonia, a rapidly emerging trend referred to as “blue-green ammonia.” Many studies have shown that ammonia is the best carrier for hydrogen, given higher energy content and relative ease of storage via hydrogen gas. Ammonia can also be used as zero carbon fuel in the maritime sector, a carbon free fertilizer and as a coal substitute in energy constrained countries. If ammonia were to be used for energy consumption globally, this would equate to five times the amount of current global annual production of ammonia, or approximately 50 times the current seaborne trade. We believe we are well-placed to partake in this opportunity given our ability to retrofit our existing plants rather than investing in greenfield projects, thereby reducing the time to market and the upfront capital expenditures, which will help the overall economics.

Improve Our Capital Structure and Overall Cost of Capital.  In July 2021, we signed a definitive agreement with LSB Funding (the “Holder”), an affiliate of Eldridge, to exchange the shares of LSB Series E and Series F Redeemable Preferred Stock held by the Holder for shares of LSB common stock.  We believe the exchange will relieve the Company and our common


stockholders from the expensive, compounding burden of the preferred stock dividend, improving the current capital structure and, when combined with favorable credit markets, may enable us to refinance our senior secured notes on more favorable terms than our current senior secured notes.  Additionally, we believe that consummation of the exchange transaction would provide us with the financial flexibility needed to grow our business organically and through strategic mergers and acquisitions, while maintaining our significant federal net operating losses. Please refer to “Recent Business Developments” below for further information.

EvaluatePursue Acquisitions of Strategic Assets or Companies. We are actively engaged in evaluating and pursuing various opportunities to acquire strategic assets or companies, mergers with other companies and investment in additional production capacity where we believe those acquisitions mergers or expansion of production capacity will enhance the value of the Company and provide appropriateattractive returns. We evaluate assets and companies that can provide us with geographic expansion, extend an existing product line, add one or more new product lines, leverage our existing ammonia production capabilities, or complement our existing business lines, among other accretive opportunities.

We may not successfully implement any or all of these initiatives.  Even if we successfully implement the initiatives, they may not achieve the results that we expect or desire.  

Recent Business Developments

Exchange Transaction and Special Common Stock Dividend

On September 27, 2021, we closed a Securities Exchange Transaction (the “Exchange Transaction”) with LSB Funding LLC (the “Holder”), an affiliate of Eldridge, in which we exchanged the shares of Series E and Series F Redeemable Preferred Stock held by the Holder for shares of our common stock. In summary, we exchanged the approximately $310 million liquidation preference of preferred stock held by the Holder into our common stock based on an exchange price of $6.16, which was equal to the 30-day volume weighted average price as of the date of the Exchange Agreement. However, the exchange consideration paid under the Exchange Agreement was reduced by approximately 1.2 million shares, which shares were included in the Special Dividend and received by the Holder. In connection with the transaction, on October 8, 2021, our common stockholders, including the Holder, received the Special Dividend in the form of 0.30 shares of our common stock for every share owned as of the September 24, 2021, the Special Dividend record date. The main benefit of the exchange is that it relieved our Company and our common stockholders from the expensive, compounding burden of the preferred stock dividend, simplifying and creating more flexibility with our capital structure.

Reduced Cost of Capital through Debt Refinancing

The Exchange Transaction discussed above prompted the major credit rating agencies, Moody’s and S&P, to upgrade their credit ratings on our debt, which combined with the favorable credit markets, enabled us to complete a refinancing of our senior notes on significantly improved terms, reducing our cost of capital, bolstering our liquidity and extending the maturity of our debt. More specifically, on October 14, 2021, we closed on an offering of $500 million of senior secured notes due 2028, bearing an interest rate of 6.25%, which we used to redeem our $435 million of 9.625% senior notes that were due to mature in 2023, with the balance being used to enhance the liquidity of our balance sheet and for general corporate purposes. In February and March of 2022, we received additional credit upgrades from S&P and Moody’s, respectively, after which we completed an offering of $200 million of senior secured notes due 2028, bearing an interest rate of 6.25%. The proceeds from this “tack on” offering in combination with the enhanced liquidity we attained through our October 2021 offering along with our current level of strong cash flow provide us with ample capital for use in pursuing and investing in the Key Operating Initiatives summarized above.

Continued Improvement in Product Sales

Driven by several supply and demand factors, sellingSelling prices for all of our major products improvedcontinued to increase during the secondfirst quarter of 20212022 as compared to the same quarter of 2020. As for our agricultural business,2021 driven by a combination of supply and demand factors. The strong corn prices reached an eight-year duringover the first halfpast year have been driven, in part, by a rebound in the production of 2021 and we are benefiting fromethanol, a gasoline additive that represents approximately 40% of total U.S. corn use annually, as miles driven have returned to near pre-pandemic levels. Also supporting the strong farmer economics.corn pricing over the past year has been Chinese demand for corn continues to be strongfor use as China continuesfeed for swine as part of the nation’s efforts to rebuild theirits swine population followingproduction in the swine flu, which decimated thewake of a virus that dramatically reduced its swine population several years ago. This demand for feed is expected to remain robust as China has moved to large institutional hog farms for which consume significant quantities of corn. Globally, corn supplies have been constrained by drought conditions in South America and the Western U.S., which has served to further bolster corn prices. Early forecasts point to U.S. corn

19


acreage to be planted in the 2022-2023 planting season to be approximately 90 million acres, modestly lower than the 2021-2022 estimate of 93.4 million acres, but still at a very healthy level to support strong demand for feed is significant.  fertilizers.

In addition domesticto strong corn demand to produce ethanol continues to rebound since the second quarter of 2020 as vaccines are rolled out, stay-at-home orders are lifted and demand for gasoline continues to improve.  As corn prices increased, pricing, for fertilizers followed suit as growers sought to apply more fertilizerwhich has prompted farmers to increase yields.  Also entering intofertilizer purchases to maximize yields, a series of supply related factors that unfolded over the second quartercourse of 2021 have served to create a global shortage of ammonia, driving the supply ofstrong increase in the prices for nitrogen products that has persisted into 2022. Constraints to ammonia production began in the U.S. was tight due toFebruary 2021 as winter storm Uri and the resultant severe cold weather experienced in many areas of the U.S. that caused many nitrogen producers to idle their plants during February 2021. Additionally, wet weather acrossresulting in a tightening in the Midwest and Southern Plains regions in May has resulted insupply of nitrogen products headed into the spring planting season extending into Julyseason. Constraining supply further, during the third quarter of 2021 a number of ammonia facilities underwent turnarounds that were originally scheduled for third quarter of 2020 but were postponed due to the COVID-19 pandemic. Additionally, in late August, Hurricane Ida, a Category 4 storm caused production along the U.S. Gulf coast to be shut down for a period of time, further reducing production.

Also supporting the strength in fertilizer prices has been the significant increase in the cost of natural gas, the primary feedstock for production of ammonia, which has prompted various producers to cease operations of some facilities, particularly in Europe where natural gas prices had surged to more than $30 per MMBtu by late 2021, and that combined with otherthrough the first quarter of 2022 averaged $33 per MMBtu, rendering some ammonia plants uneconomical to operate. The resultant decrease in global production of ammonia has fueled further strength in nitrogen-based fertilizer prices, which have thus far materially outstripped the impact to production costs of rising natural gas prices in the U.S. The factors discussed above hashave led to continued strong pricing into the first quarter of 2022, which we expect to support continued favorable pricing levels over the balance of the year. These factors combined to serve as the foundation for the global ammonia market dynamic that our industry is now experiencing thus far in July that2022, in which demand exceeds available supply.

Further contributing to increased fertilizer prices has been the impact of the Russian invasion of Ukraine. Ukraine is one of the world’s largest exporters of corn and the current unstable geopolitical situation is expected to continue throughout 2021disrupt the nation’s corn production and exports in 2022 and 2023; a concern that appears to be reflected in corn futures prices which currently sit at their highest prices in recent years. With respect to global nitrogen supply, Russia has historically been one of the top exporters of ammonia worldwide. Current economic sanctions against Russia by numerous countries around the world have further reduced the supply of ammonia flowing into 2022. However, improvementsthe global fertilizer market, resulting in fertilizer demand and pricing are being somewhat tempered by higherrising prices. Finally, the war in Ukraine has resulted in continued high prices for natural gas costs thusin Europe, which imports more than 40% of its gas from Russia, making ammonia production even more uneconomical for European ammonia producers. On top of the dynamics already resulting in elevated nitrogen prices entering 2022, Russia’s aggression toward Ukraine is likely to have impacts on the global ammonia market far in 2021 as compared to 2020.beyond when the conflict ends.

As for our industrial and mining products, selling prices continued to improvehave increased as the supply of ammonia remainedremains tight due to strong global demand, curtailed regional supply from the winter storm Uri, numerous global unplanned outages and lower than expected product imports.aforementioned factors. As a result, the Tampa Ammonia benchmark price increased,remains at record high levels, which in turn, increasedhas translated into higher selling prices for our selling pricesproducts as many of our industrial contracts are indexed to this benchmark price. Demand trends for the industrial products we sell, primarily nitric acid and ammonia, have remained robust despite disruptions to certain end markets, such as auto manufacturing which has been constrained due to a shortage of microprocessors, as activity in other markets, such as homebuilding and power generation has remained strong. In addition, our sales of nitric acid increased steadily throughout 2021 pursuant to the new long-term nitric acid supply contract discussed above. Also,Demand for our products from mining end-markets continues to improve as quarry and construction activity has been elevated due to robust levels of residential, commercial and civil infrastructure buildout along with strong demand for our mining products continuedprecious metals, including expectations for rising copper production to improve due to increased mining activities.support the growing domestic production of electric vehicles.

See a more detailed discussion below under “Key Industry Factors.”

PPP Loan Forgiven

In April 2020, we entered into a federally guaranteed PPP loan for $10 million with a lender pursuant to a new loan program through the SBA as the result of the PPP established by the CARES Act and amended by the PPP Flexibility Act of 2020. We have used all of the proceeds from the PPP loan for payroll, rent, utilities, and other specified costs that qualify for loan forgiveness.  In April 2021, we submitted the PPP loan forgiveness application to the lender.  In June 2021, the PPP loan was fully forgiven by the SBA and lender.  As a result, we recognized a gain on extinguishment of debt of $10 million for the second quarter of 2021.

Planned Exchange Transaction and Special Common Stock Dividend

On July 19, 2021, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding LLC (the “Holder”), an affiliate of Eldridge, to exchange the shares of Series E and Series F Redeemable Preferred Stock held by it for shares of our common stock.  Under the terms of the Exchange Agreement, LSB would exchange, at the closing, approximately $300 million of preferred stock held by Eldridge into an equivalent value of our common stock based on an exchange price of $6.16, which is equal to the 30-day volume weighted average price as of the date of the Exchange Agreement.  In connection with the transaction, our common stockholders will receive a special dividend in the form of 0.30 shares of our common stock for every share owned as of the record date and any such amount received by the Holder will reduce the exchange consideration otherwise payable under the Exchange Agreement.

Completion of the exchange transaction is subject to a number of customary closing conditions, including receipt of stockholder approval from the holders of a majority of the shares of our outstanding common stock not held by Eldridge or any of its affiliates. We expect to file a preliminary proxy for a special meeting of stockholders and deliver additional information related to the special


meeting to stockholders in the near term.  Results of the stockholder vote will be tabulated at the special meeting of stockholders expected to be held in the third quarter of 2021.  

Key Industry Factors

Supply and Demand

AgriculturalFertilizer

Sales of our agricultural products were approximately 47% of our total net sales for the second quarter of 2021.  The price at which our agriculturalfertilizer products are ultimately sold depends on numerous factors, including the supply and demand for nitrogen fertilizers which, in turn, depends upon world grain demand and production levels, the cost and availability of transportation and storage, weather conditions, competitive pricing and the availability of imports. Additionally, expansions or upgrades of competitors’ facilities and international and domestic political and economic developments continue to play an important role in the global nitrogen fertilizer industry economics, including the impact from the Phase 1 trade agreement between the U.S. and China. These factors can affect, in addition to selling prices, the level of inventories in the market which can cause price volatility and affect product margins.

From a farmer’s perspective, the demand for fertilizer is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers. Individual farmers make planting decisions based largely on prospective profitability of a harvest, while the specific varieties and amounts of fertilizer they apply depend on factors such as their financial resources, soil conditions, weather patterns and the types of crops planted.

Additionally, changes in corn prices, as well as soybean, cotton and wheat prices, can affect the number of acres of corn planted in a given year, and the number of acres planted will drive the level of nitrogen fertilizer consumption, likely affecting prices.

According to the June 202120


The March 2022 USDA annual Acreage Report,Prospective Planting report currently indicates farmers intend to plant 9389.5 million acres of corn in 2022, down 4% from 2021, up 2 percent compared toand certain industry sources maintain an estimate of approximately 90 million corn acres. In addition, the 2020 planting season. As it relates toUSDA estimates the U.S. ending stocks for the 2022 Crop as noted in the table below, the USDA estimates the U.S. ending stocks will be approximately 3637 million metric tons, a 32%16.6% increase from the current estimate for the 2021 Crop. The UDSA also is estimating a record yield for the 2022 Crop, up approximately 4%3.3% from a year ago.

The following July 2021April 2022 estimates are associated with the corn market:

 

 

2022 Crop

 

 

2021 Crop

 

 

 

 

 

2020 Crop

 

 

 

 

 

 

2022 Crop

 

 

2021 Crop

 

 

 

 

 

2020 Crop

 

 

 

 

 

 

(2021 Harvest)

 

 

(2020 Harvest)

 

 

Percentage

 

(2019 Harvest)

 

 

Percentage

 

 

(2021 Harvest)

 

 

(2020 Harvest)

 

 

Percentage

 

(2019 Harvest)

 

 

Percentage

 

 

July Report (1)

 

 

July Report (1)

 

 

Change (2)

 

July Report (1)

 

 

Change (3)

 

 

April Report (1)

 

 

April Report (1)

 

 

Change (2)

 

April Report (1)

 

 

Change (3)

 

U.S. Area Planted (Million acres)

 

 

92.7

 

 

 

90.8

 

 

 

2.1

%

 

89.7

 

 

 

3.3

%

 

 

93.4

 

 

 

90.7

 

 

 

3.0

%

 

89.7

 

 

 

4.1

%

U.S. Yield per Acre (Bushels)

 

 

179.5

 

 

 

172.0

 

 

 

4.4

%

 

167.5

 

 

 

7.2

%

 

 

177.0

 

 

 

171.4

 

 

 

3.3

%

 

167.5

 

 

 

5.7

%

U.S. Production (Million bushels)

 

 

15,165

 

 

 

14,182

 

 

 

6.9

%

 

13,620

 

 

 

11.3

%

 

 

15,115

 

 

 

14,111

 

 

 

7.1

%

 

13,620

 

 

 

11.0

%

U.S. Ending Stocks (Million metric tons)

 

 

36.4

 

 

 

27.5

 

 

 

32.4

%

 

48.8

 

 

 

(25.4

%)

 

 

36.6

 

 

 

31.4

 

 

 

16.6

%

 

48.8

 

 

 

(25.0

%)

World Ending Stocks (Million metric tons)

 

 

291.2

 

 

 

279.9

 

 

 

4.0

%

 

305.5

 

 

 

(4.7

%)

 

 

305.5

 

 

 

292.2

 

 

 

4.6

%

 

306.4

 

 

 

(0.3

%)

 

 

1.

Information obtained from WASDE reports dated JulyApril 12, 20212022 (“JulyApril Report”) for the 2021/2022 (“2022 Crop”), 2020/2021 (“2021 Crop”) and 2019/2020 (“2020 Crop”) corn marketing years. The marketing year is the twelve-month period during which a crop normally is marketed. For example, the marketing year for the current corn crop is from September 1 of the current year to August 31 of the next year. The year begins at the harvest and continues until just before harvest of the following year.

 

2.

Represents the percentage change between the 2022 Crop amounts compared to the 2021 Crop amounts.

 

3.

Represents the percentage change between the 2022 Crop amounts compared to the 2020 Crop amounts.

From a demand perspective for 2021, since theThe current USDA has significantly decreased ending corn stocksoutlook for the 2021 CropU.S. did not change production, food, seed and only slightly increased the numberindustrial use and unchanged ending stocks. Domestic corn acresdemand to be planted, coupled with increasing export volumes primarily to China, drought conditions for certain areas in South America and the western U.S.,produce ethanol use returninghas rebounded to pre-pandemic levels and favorable 2020 grower income, corn prices duringas the second quarter elevated to prices not seen in eight years and projected corn pricescontinued roll-out of vaccines has allowed for the remainderre-opening of 2021 continuethe vast majority of the U.S. economy, promoting increased mobility and a return to be strong compared to the second halfhistorical levels of 2020, which has had a positive impact on fertilizer demand and prices.

gasoline consumption. Most gasoline has 10% ethanol content. The Biden administration announced the Environmental Protection Agency would issue an emergency waiver from the Clean Air Act that will permit the sale of gasoline that is 15 percent ethanol, 5 percent more than the typical blend, from June 1 to Sept. 15. Ethanol is commonly made from corn and ethanol production is the largest user of U.S. corn, currently representing roughly 35%approximately 40% of total U.S. corn demand.

The available U.S. supply of ammonia and other nitrogen products has tightened in 2021 to date, primarily as the result of higher demand for such products, in addition to the idling of many nitrogen plants in February 2021 due to the severe cold weather and ongoing industry downtime increases cause by “hard” plant shutdowns and the lingering problems of that event.

As a result of these factors discussed above, we have experienced a price rally for fertilizers over the last several months, which we expect will continue for the remainder of 2021, compared to the same period of 2020.  


Industrial and Mining Products

Sales of our industrial products were approximately 43% of our total net sales for the second quarter of 2021.  Our industrial products sales volumes are dependent upon general economic conditions primarily in the housing, automotive, and paper industries. According to the American Chemistry Council, the U.S. economic indicators are improving and pointing towards continued improvement in the markets we serve. Our sales prices generally vary with the market price of ammonia or natural gas, as applicable, in our pricing arrangements with customers.

Sales of our mining products were approximately 10% of our total net sales for the second quarter of 2021.  Our mining products are LDAN and AN solution, which are primaryprimarily used as AN fuel oil and specialty emulsions for usage in the quarry and the construction industries, for metals mining, and to a lesser extent, for coal. InDemand for our products from mining markets, our sales volumes are typically driven by changes in the overall North American consumptionend-markets continues to improve as quarry and construction activity has been elevated due to robust levels of mining products that can be impacted by weather.  Metals prices continue to improve in 2021 as producers continue to extract as much as possible. This improvement includes an increase in copper mining, driven primarily byresidential, commercial and civil infrastructure buildout along with strong demand for electric vehicles.  We believe our plants are well locatedprecious metals, including expectations for rising copper production to support the more stable quarry and construction industries and the metals mining industries.growing domestic production of electric vehicles.

Natural Gas Prices

Natural gas is the primary feedstock used to produce nitrogen fertilizers at our manufacturing facilities. In recent years, U.S. natural gas reserves have increased significantly due to, among other factors, advances in extracting shale gas, which has reduced and stabilized natural gas prices, providing North America with a cost advantage over certain imports. As a result, our competitive position and that of other North American nitrogen fertilizer producers has been positively affected.

We historically have purchased natural gas either on the spot market, through forward purchase contracts, or a combination of both and have used forward purchase contracts to lock in pricing for a portion of our natural gas requirements. These forward purchase contracts are generally either fixed-price or index-price, short-term in nature and for a fixed supply quantity. We are able to purchase natural gas at competitive prices due to our connections to large distribution systems and their proximity to interstate pipeline systems.

The following table shows the volume of natural gas we purchased and the average cost per MMBtu:

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

Natural gas volumes (MMBtu in millions)

 

 

7.5

 

 

 

7.4

 

Natural gas average cost per MMBtu

 

$

2.78

 

 

$

1.81

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Natural gas volumes (MMBtu in millions)

 

 

7.2

 

 

 

6.9

 

21


Natural gas average cost per MMBtu

$

4.74

$

3.15

 

Transportation Costs

Costs for transporting nitrogen-based products can be significant relative to their selling price. For example, ammonia is a hazardous gas at ambient temperatures and must be transported in specialized equipment, which is more expensive than other forms of nitrogen fertilizers.  In recent years, a significant amount of the ammonia consumed annually in the U.S. was imported.  Therefore, nitrogen fertilizers prices in the U.S. are influenced by the cost to transport product from exporting countries, giving domestic producers who transport shorter distances an advantage.  However, weWe continue to evaluate the recent rising costs of rail and truck freight domestically.  Since the Magellan ammonia pipeline was permanently shut down in 2020, certain Oklahoma and Texas producers that relied on the pipeline to transport their ammonia are relying on other transportation modes, primarily trucks, but also rail and barge transport. As a result of increases in demand for trucksavailable rail, truck and barge options to transport ammonia,product, primarily during the spring and fall planting seasons, higher transportation costs have and could continue to impact our margins, if we were unable to fully pass through these costs to our customers. Additionally, continued truck driver shortages could impact our ability to fulfill customer demand. As a result, we continue to evaluate supply chain efficiencies to reduce or counter the impact of higher logistics costs.

Key Operational Factors

Facility Reliability

Consistent, reliable and safe operations at our chemical plants are critical to our financial performance and results of operations. The financial effects of planned downtime at our plants, including Turnarounds (primarily associated with our ammonia plants), is mitigated through a diligent planning process that considers the availability of resources to perform the needed maintenance and other factors. Unplanned downtime of our plants typically results in lost contribution margin from lost sales of our products, lost fixed cost absorption from lower production of our products and increased costs related to repairs and maintenance. All Turnarounds result in lost contribution margin from lost sales of our products, lost fixed cost absorption from lower production of our products, and increased costs related to repairs and maintenance, which repair, and maintenance costs are expensed as incurred.


Our Cherokee Facility is currently on a three-year ammonia plant Turnaround cycle completing with the next ammonia plant Turnaround planned in the third quarter of 2021. of 2024.

Our El Dorado and Pryor Facilities are currently on a three-year ammonia plant Turnaround cycle with both currently scheduled for their next ammonia plant Turnarounds induring the third quarter of 20222022. Following those Turnarounds, they will be on a three-year and two-year ammonia plant Turnaround cycle, respectively..

Ammonia Production

Ammonia is the basic product used to produce all of our upgraded products. The ammonia production rates of our plants affect the total cost per ton of each product produced and the overall sales of our products.

For 2021,2022, we are targeting total ammonia production of approximately 810,000770,000 tons to 830,000790,000 tons despite a 30-day TurnaroundTurnarounds at our Cherokee Facility,Pryor and El Dorado Facilities, which will lower ammonia production during the third quarter by approximately 15,00055,000 to 65,000 tons.

We believe that our focus on continuous improvement in reliability as discussed in key operating initiatives will result in year over year improvement in ammonia production for 2021.2022.

Forward Sales Contracts

We use forward sales of our fertilizer products to optimize our asset utilization, planning process and production scheduling. These sales are made by offering customers the opportunity to purchase product on a forward basis at prices and delivery dates that are agreed upon, with dates typically occurring within 12 months. We use this program to varying degrees during the year depending on market conditions and our view of changing price environments. Fixing the selling prices of our products months in advance of their ultimate delivery to customers typically causes our reported selling prices and margins to differ from spot market prices and margins available at the time of shipment.

Consolidated Results of the SecondFirst Quarter of 20212022

Our consolidated net sales for the secondfirst quarter of 20212022 were $140.7$199.0 million compared to $105.0$98.1 million for the same period in 2020.2021. Our consolidated operating income for the first quarter of 2022 was $26.5$80.0 million compared to $10.7an operating loss of $0.5 million for the same period in 2020.2021. The items impacting our operating results are discussed in more detail below and under “Results of Operations.”

Items Affecting Comparability of Results of the SecondFirst Quarter

Selling Prices

For the secondfirst quarter of 2021,2022, average agricultural selling prices for our ammonia, UAN and HDANkey products increased 60%, 50% and 20%, respectively,approximately 85% to more than 200% compared to the secondfirst quarter of 2020.2021. As discussed above under “Recent BusinessBusiness Developments,” increased demand, higher corn prices and tighter supplies of nitrogen products contributed to the improved pricing.

For the secondfirst quarter of 2021,2022, average industrial selling prices for most of our products were also higher compared to the same period of 2020,2021, primarily driven by the $311$858 per metric ton increase in the Tampa Ammonia benchmark price, as many of our industrial contracts are indexed to the Tampa Ammonia benchmark price.

Gain on Extinguishment22


Settlement of Debt – PPP Loan Forgiven (2021 only)

As discussed above under “Recent Business Developments,” in June 2021, the PPP loan was fully forgiven by the SBA and lender.  As a result, we recognized a gain on extinguishment of debt of $10 million during the second quarter of 2021.Natural Gas Contracts

Settlements with Certain Vendors (2020 only)

During the secondfirst quarter of 2020, EDC2021, we settled all of our natural gas forward contracts and certain vendors mediated settlements for EDC to recover certain costs associated withvolume purchase commitments and recognized a nitric acid plant at our El Dorado Facility. The constructionrealized gain of this plantapproximately $6.8 million, which was completed and began production in 2016. As a result, a recovery from these settlements was recognized, which included approximately $5.7 million classified as a reduction to cost of sales. As a result of the settlement of these natural gas contracts, we were able to significantly mitigate the impact from lost production, lost sales and higher costs resulting from the impact of the natural gas shortage caused by the February 2021 cold weather event.

Results of Operations

The following Results of Operations should be read in conjunction with our condensed consolidated financial statements for the three and six months ended June 30,March 31, 2022 and 2021 and 2020 and accompanying notes and the discussions under “Overview” and “Liquidity and Capital Resources” included in this MD&A.

We present the following information about our results of operations. Net sales to unaffiliated customers are reported in the condensed consolidated financial statements and gross profit represents net sales less cost of sales. Net sales are reported on a gross basis with the cost of freight being recorded in cost of sales.


Three Months Ended June 30, 2021March 31, 2022 Compared to Three Months Ended June 30, 2020March 31, 2021

The following table contains certain financial information:

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

 

March 31,

 

 

 

 

 

 

Percentage

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2022

 

 

2021

 

 

Change

 

 

Change

 

 

(Dollars In Thousands)

 

 

 

 

 

 

(Dollars In Thousands)

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural products

 

$

66,508

 

 

$

64,997

 

 

$

1,511

 

 

 

2

%

Industrial and mining products

 

 

74,188

 

 

 

40,036

 

 

 

34,152

 

 

 

85

%

AN & Nitric Acid

 

$

71,800

 

 

$

49,837

 

 

 

21,963

 

 

 

44

%

Urea ammonium nitrate (UAN)

 

 

56,569

 

 

 

17,638

 

 

 

38,931

 

 

 

221

%

Ammonia

 

 

59,342

 

 

 

21,165

 

 

 

38,177

 

 

 

180

%

Other

 

 

11,270

 

 

 

9,476

 

 

 

1,794

 

 

 

19

%

Total net sales

 

$

140,696

 

 

$

105,033

 

 

$

35,663

 

 

 

34

%

 

$

198,981

 

 

$

98,116

 

 

$

100,865

 

 

 

103

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted gross profit (1)

 

$

52,656

 

 

$

30,328

 

 

$

22,328

 

 

 

74

%

 

 

110,418

 

 

 

24,939

 

 

 

85,479

 

 

 

343

%

Depreciation and amortization (2)

 

 

(16,941

)

 

 

(16,960

)

 

 

19

 

 

 

%

 

 

(17,157

)

 

 

(16,739

)

 

 

(418

)

 

 

2

%

Turnaround expense

 

 

(707

)

 

 

(11

)

 

 

(696

)

 

 

 

 

 

 

(2,531

)

 

 

(140

)

 

 

(2,391

)

 

 

 

 

Recovery from settlements with certain vendors (3)

 

 

 

 

 

5,664

 

 

 

(5,664

)

 

 

 

 

Total gross profit

 

 

35,008

 

 

 

19,021

 

 

 

15,987

 

 

 

84

%

 

 

90,730

 

 

 

8,060

 

 

 

82,670

 

 

 

 

 

Selling, general and administrative expense

 

 

8,545

 

 

 

8,504

 

 

 

41

 

 

 

%

 

 

10,935

 

 

 

8,793

 

 

 

2,142

 

 

 

24

%

Other expense (income), net

 

 

6

 

 

 

(167

)

 

 

173

 

 

 

 

 

Operating income

 

 

26,457

 

 

 

10,684

 

 

 

15,773

 

 

 

148

%

Other income, net

 

 

(176

)

 

 

(263

)

 

 

87

 

 

 

 

 

Operating income (loss)

 

 

79,971

 

 

 

(470

)

 

 

80,441

 

 

 

 

 

Interest expense, net

 

 

12,290

 

 

 

12,476

 

 

 

(186

)

 

 

(1

)%

 

 

9,955

 

 

 

12,372

 

 

 

(2,417

)

 

 

(20

)%

Gain on extinguishment of debt

 

 

(10,000

)

 

 

 

 

 

(10,000

)

 

 

 

 

Non-operating other expense (income), net

 

 

745

 

 

 

(128

)

 

 

873

 

 

 

 

 

Benefit for income taxes

 

 

(248

)

 

 

(1,299

)

 

 

1,051

 

 

 

 

 

Non-operating other expense, net

 

 

135

 

 

 

395

 

 

 

(260

)

 

 

 

 

Provision for income taxes

 

 

11,115

 

 

 

42

 

 

 

11,073

 

 

 

 

 

Net income (loss)

 

$

23,670

 

 

$

(365

)

 

$

24,035

 

 

 

 

 

 

$

58,766

 

 

$

(13,279

)

 

$

72,045

 

 

 

543

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit percentage (4)(3)

 

 

24.9

%

 

 

18.1

%

 

 

6.8

%

 

 

 

 

 

 

45.6

%

 

 

8.2

%

 

 

37.4

%

 

 

 

 

Adjusted gross profit percentage (4)(3)

 

 

37.4

%

 

 

28.9

%

 

 

8.5

%

 

 

 

 

 

 

55.5

%

 

 

25.4

%

 

 

30.1

%

 

 

 

 

Property, plant and equipment expenditures

 

$

8,716

 

 

$

7,216

 

 

$

1,500

 

 

 

21

%

 

$

8,254

 

 

$

6,133

 

 

$

2,121

 

 

 

35

%

 

(1)

Represents a non-GAAP measure since the amount excludes unallocated depreciation, amortization and Turnaround expenses and a recovery from settlements.expenses.

 

(2)

Represents amount classified as cost of sales.

 

(3)

See discussion above under “Items Affecting Comparability of Results of the Second Quarter.”

(4)

As a percentage of the total net sales.

23


The following tables provide key operating metrics for the agriculturalfertilizer and major industrial and mining products:

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

 

March 31,

 

 

 

 

 

 

Percentage

 

Product (tons sold)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2022

 

 

2021

 

 

Change

 

 

Change

 

UAN

 

 

121,995

 

 

 

111,860

 

 

 

10,135

 

 

 

9

%

HDAN

 

 

76,539

 

 

 

128,018

 

 

 

(51,479

)

 

 

(40

)%

AN & Nitric Acid

 

 

144,517

 

 

 

186,282

 

 

 

(41,765

)

 

 

(22

)%

Urea ammonium nitrate (UAN)

 

 

100,153

 

 

 

109,243

 

 

 

(9,090

)

 

 

(8

)%

Ammonia

 

 

17,038

 

 

 

28,383

 

 

 

(11,345

)

 

 

(40

)%

 

 

60,725

 

 

 

65,247

 

 

 

(4,522

)

 

 

(7

)%

Other

 

 

6,628

 

 

 

9,257

 

 

 

(2,629

)

 

 

(28

)%

Total

 

 

222,200

 

 

 

277,518

 

 

 

(55,318

)

 

 

(20

)%

 

 

305,395

 

 

 

360,772

 

 

 

(55,377

)

 

 

(15

)%

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

 

March 31,

 

 

 

 

 

 

Percentage

 

Gross Average Selling Prices (price per ton)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

2022

 

 

2021

 

 

Change

 

 

Change

 

UAN

 

$

245

 

 

$

163

 

 

$

82

 

 

 

50

%

HDAN

 

$

314

 

 

$

261

 

 

$

53

 

 

 

20

%

AN & Nitric Acid

 

$

497

 

 

$

268

 

 

$

229

 

 

 

85

%

Urea ammonium nitrate (UAN)

 

$

565

 

 

$

161

 

 

$

404

 

 

 

251

%

Ammonia

 

$

408

 

 

$

255

 

 

$

153

 

 

 

60

%

 

$

977

 

 

$

324

 

 

$

653

 

 

 

202

%

 


With respect to sales of industrial and mining products, the following table indicates key operating metrics of our major products:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

Product (tons sold)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

Ammonia

 

 

67,503

 

 

 

62,108

 

 

 

5,395

 

 

 

9

%

AN, Nitric Acid and Other

 

 

118,327

 

 

 

72,990

 

 

 

45,337

 

 

 

62

%

Total

 

 

185,830

 

 

 

135,098

 

 

 

50,732

 

 

 

38

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampa Ammonia Benchmark (price per metric ton)

 

$

545

 

 

$

234

 

 

$

311

 

 

 

133

%

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

Percentage

 

 

 

2022

 

 

2021

 

 

Change

 

 

Change

 

Average Benchmark Prices (price per ton)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampa Ammonia Benchmark

 

$

1,206

 

 

$

348

 

 

$

858

 

 

 

247

%

UAN Southern Plains

 

$

595

 

 

$

241

 

 

$

354

 

 

 

147

%

 

Net Sales

Net sales of our agriculturalprimary products increased during the secondfirst quarter of 20212022 compared to the prior year period driven by stronger pricing for UAN, ammonia and HDAN.all of our products. Partially offsetting the benefit of stronger pricing was the lingering impact from winter storm Uri in February 2021. Our El Doradolower sales volumes for fertilizer products including UAN, AN and Pryor Facilities were shut down as our natural gas supply was curtailed during the very cold weather conditions that were experienced throughout the central U.S.  These shutdowns, resulted in a drawdown of inventory, particularly of HDAN, given increased sales during the first quarter of 2021, reducing our inventory available for sale in the second quarter of 2021.  Also depressing agricultural volumes during the second quarter of 2021 was the impact ofammonia caused by wet weather across the Southern Plains throughout much of May delaying the application of fertilizer products.  As a result, we are seeing an extension of the season into July given early season weather issues. Agriculturalplanting season. AN sales were also impacted by a shift in product mix as we continueoptimize our focus onsales of nitric acid. Historically, we have built inventory of HDAN used for fertilizer in the industrial products business.second half of the year, to sell in season, during the first six months of the following year. Due to a shift in product mix to nitric acid volumes beginning in the first quarter of 2021, which are more ratable, we did not have significant inventory build of AN over the latter half of 2021 to sell during the fertilizer season in 2022.

Net sales ofDemand for our industrial and mining products increasedhas been strong as a result of higher pricing related to a rise in the Tampa ammonia benchmark price, to which many of our industrial contracts are tied.  Also benefitting industrial sales was the ramp up of a new nitric acid offtake agreement along with the continued recovery of demand from several key end markets including automotive, home building quarry and construction activity has been elevated due to robust levels of residential, commercial and civil infrastructure buildout along with strong demand for precious metals, mining and power generation, which have now exceeded pre-pandemic demand levels.  

Gross Profit

As noted inincluding expectations for rising copper production to support the table above, we recognized a gross profitgrowing domestic production of $35 million for the second quarter of 2021 compared to $19 million for the same period in 2020, or a $16 million improvement.  Overall, our gross profit percentage was 24.9%compared to 18.1% for the same period in 2020.  Our adjusted gross profit percentage increased to 37.4% for the second quarter of 2021 from 28.9% for the second quarter of 2020.

The increase in gross profit was primarily driven by higher sales prices for our products coupled with increased sales volume of upgraded industrial and mining products and UAN partially offset by lower volumes of HDAN. The improvement in gross profit was partially offset by overall higher average natural gas costs which averaged $2.78 per MMBtu for the second quarter of 2021 as compared to $1.81 per MMBtu for the second quarter of 2020. The second quarter of 2020 also included settlements with certain vendors resulting in a recovery of approximately $5.7 million.

Gain on Extinguishment of Debt – PPP Loan Forgiven

As discussed above under “Recent Business Developments,” in June 2021, the PPP loan was fully forgiven by the SBA and lender.  As a result, we recognized a gain on extinguishment of debt of $10 million for the second quarter of 2021.

Benefit for Income Taxes

The benefit for income taxes for the second quarter of 2021 was $0.2 million compared to $1.3 million for the same period of 2020. For both periods, the effective tax rate is less than the statutory rate primarily due to the impact of the PPP loan forgiveness, state tax law changes and valuation allowances. Also see discussion in Note 7.


Six Months Ended June 30, 2021 Compared to Six Month Ended June 30, 2020

The following table contains certain financial information:

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

 

 

2021

 

 

2020

 

 

Change

 

 

Change

 

 

 

(Dollars In Thousands)

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural products

 

$

111,421

 

 

$

106,455

 

 

$

4,966

 

 

 

5

%

Industrial and mining products

 

 

127,391

 

 

 

81,989

 

 

 

45,402

 

 

 

55

%

Total net sales

 

$

238,812

 

 

$

188,444

 

 

$

50,368

 

 

 

27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted gross profit by market (1)

 

$

77,596

 

 

$

50,456

 

 

$

27,140

 

 

 

54

%

Depreciation and amortization (2)

 

 

(33,681

)

 

 

(34,537

)

 

 

856

 

 

 

(2

)%

Turnaround expense

 

 

(847

)

 

 

(11

)

 

 

(836

)

 

 

 

 

Recovery from settlements with certain vendors (3)

 

 

 

 

 

5,664

 

 

 

(5,664

)

 

 

 

 

Total gross profit

 

 

43,068

 

 

 

21,572

 

 

 

21,496

 

 

 

100

%

Selling, general and administrative expense

 

 

17,338

 

 

 

18,510

 

 

 

(1,172

)

 

 

(6

)%

Other expense, net

 

 

(257

)

 

 

(635

)

 

 

378

 

 

 

 

 

Operating income

 

 

25,987

 

 

 

3,697

 

 

 

22,290

 

 

 

603

%

Interest expense, net

 

 

24,662

 

 

 

25,955

 

 

 

(1,293

)

 

 

(5

)%

Gain on extinguishment of debt

 

 

(10,000

)

 

 

 

 

 

(10,000

)

 

 

 

 

Non-operating other expense (income), net

 

 

1,140

 

 

 

(803

)

 

 

1,943

 

 

 

 

 

Benefit for income taxes

 

 

(206

)

 

 

(1,638

)

 

 

1,432

 

 

 

 

 

Net income (loss)

 

$

10,391

 

 

$

(19,817

)

 

$

30,208

 

 

 

152

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit percentage (4)

 

 

18.0

%

 

 

11.4

%

 

 

6.6

%

 

 

 

 

Adjusted gross profit percentage (4)

 

 

32.5

%

 

 

26.8

%

 

 

5.7

%

 

 

 

 

Property, plant and equipment expenditures

 

$

14,849

 

 

$

17,953

 

 

$

(3,104

)

 

 

(17

)%

(1)

Represents a non-GAAP measure since the amount excludes unallocated depreciation, amortization, Turnaround expenses, and a recovery from settlements.

(2)

Represents amount classified as cost of sales.

(3)

See discussion above under “Items Affecting Comparability of Results of the Second Quarter.”

(4)

As a percentage of the total net sales.

The following tables provide key operating metrics for the agricultural products:

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

Product (tons sold)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

UAN

 

 

231,238

 

 

 

226,549

 

 

 

4,689

 

 

 

2

%

HDAN

 

 

152,701

 

 

 

193,892

 

 

 

(41,191

)

 

 

(21

)%

Ammonia

 

 

39,092

 

 

 

48,893

 

 

 

(9,801

)

 

 

(20

)%

Other

 

 

9,378

 

 

 

12,203

 

 

 

(2,825

)

 

 

(23

)%

Total

 

 

432,409

 

 

 

481,537

 

 

 

(49,128

)

 

 

(10

)%

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

Gross Average Selling Prices (price per ton)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

UAN

 

$

206

 

 

$

162

 

 

$

44

 

 

 

27

%

HDAN

 

$

275

 

 

$

253

 

 

$

22

 

 

 

9

%

Ammonia

 

$

341

 

 

$

251

 

 

$

90

 

 

 

36

%


With respect to sales of industrial and mining products, the following table indicates key operating metrics of our major products:

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

Percentage

 

Product (tons sold)

 

2021

 

 

2020

 

 

Change

 

 

Change

 

Ammonia

 

 

110,696

 

 

 

132,636

 

 

 

(21,940

)

 

 

(17

)%

AN, Nitric Acid and Other

 

 

234,492

 

 

 

140,424

 

 

 

94,068

 

 

 

67

%

Total

 

 

345,188

 

 

 

273,060

 

 

 

72,128

 

 

 

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampa Ammonia Benchmark (price per metric ton)

 

$

447

 

 

$

242

 

 

$

205

 

 

 

85

%

Net Sales

Agricultural product sales increased driven primarily by higher sales prices for all of our agricultural products and improved UAN sales volumes partially offset by lower sales volumes of HDAN and ammonia resulting from and lower production, including ammonia, due to the February 2021 weather event), the impact of wet weather across the Southern Plains throughout much of May, which delayed the application of fertilizer products, and product mix shifts to our industrial and mining products. As discussed above under “Recent Business Developments,” increased demand, higher corn prices and tighter supplies of nitrogen products contributed to the improved pricing.

Industrial product sales increased primarily from higher sales prices due primarily to higher Tampa Ammonia benchmark pricing and higher nitric acid sales volume due in part to sales beginning in 2021 pursuant to the new long-term nitric acid supply agreement, and product mix shifts.  The average Tampa Ammonia pricing was approximately $205 per ton higher compared to the same period in 2020.

Mining products sales improved driven by primarily from increased sales volumes.  Demand for mining products has improved, especially relating to metals mining as expanding electric vehicle market is driving the need for copper.vehicles. Also, certain mining sales contracts are linked to natural gas indexes and as the cost of natural gas increases, the pricing for these products increase accordingly.

Gross Profit

As noted in the table above, we recognized a gross profit of $43.1$90.7 million for the first six monthsquarter of 20212022 compared to $21.6$8.1 million for the same period in 2020,2022, or a $21.5an $82.6 million improvement. Overall, our gross profit percentage was 18.0%45.6% compared to 11.4%8.2% for the same period in 2020.2021. Our adjusted gross profit percentage increased to 32.5%55.5% for the first six monthsquarter of 20212022 from 28.6%25.4% for the first six monthsquarter of 2020.2021.

The increase in gross profit was primarily driven by higher sales prices for our products coupled with increased sales volume of upgraded industrial and mining products and UAN partially offset by lower volumes of HDAN.our agricultural products. Also, during the first quarter of 2021 gross profit was negatively impact by the February 2021 weather disruption, winter storm Uri. The improvement in gross profit was also partially offset by the net impact of the February weather disruption and overall higher average natural gas costs, which averaged $2.96$4.74 per MMBtu for the first six months of 20212022 as compared to $1.95$3.15 per MMBtu for the same period of 2020. The first six months of 2020 also included settlements with certain vendors resulting in a recovery of approximately $5.7 million.2021.

Selling, General and Administrative

Our SG&A expenses were $17.3$10.9 million for the first six monthsquarter of 2021, a decrease2022, an increase of $1.2$2.1 million compared to the same period in 2020.2021. The net decreaseincrease was primarily driven by lower professionalapproximately $2.2 million of expense relating to nonrecurring transaction fees including lower legal fees of $2.9 million associated with claims we are pursuing against Leidos, partially offset by an increase in shortlower long-term and long-termshort-term incentive compensation incentives of $2.0 million.incentives.

24


Interest Expense net

Interest expense for the first halfquarter of 20212022 was $24.7$10.0 million compared to $26.0$12.4 million for the same period in 2020.of 2021. The decrease relates primarily to thelower interest expense incurred from the new senior secured notes held during the first six months of 2020 associated with a litigation judgment discussed in footnote (B) of Note 5.

Gain on Extinguishment of Debt – PPP Loan Forgiven

As discussed above under “Recent Business Developments,” in June 2021, the PPP loan was fully forgiven by the SBA and lender.  As a result, we recognized a gain on extinguishment of debt of $10 million for the second quarter of 2021.

Non-operating Other Expense (Income), net

Non-operating other expense for the first half2022 which carry an interest rate of 2021 was $1.1 million6.25% compared to non-operating income of $0.8 million for the same period in 2020 or a change of $1.9 million. This change primarily relates to2021 which the change in fair value of the embedded derivative included in the Series E Preferred.old senior secured notes interest rate was 9.625%.


BenefitProvision for Income Taxes

The benefitprovision for income taxes for the first six monthsquarter of 20212022 was $0.2$11.1 million compared to $1.6 millionand was minimal for the same period in 2020.2021. The resulting effective tax rate for the first quarter of 2022 was 15.9%. For both periods,the first quarters of 2022 and 2021, the effective tax rate is less than the statutory rate primarily due to the impact of the PPP loan forgiveness, state tax law changes and valuation allowances.allowance. Also see discussion in Note 7.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes our cash flow activities for the sixthree months ended June 30:March 31:

 

2021

 

 

2020

 

 

Change

 

 

2022

 

 

2021

 

 

Change

 

 

(In Thousands)

 

 

(In Thousands)

 

Net cash flows from operating activities

 

$

30,581

 

 

$

19,376

 

 

$

11,205

 

 

$

85,492

 

 

$

12,711

 

 

$

72,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows from investing activities

 

$

(14,549

)

 

$

(17,654

)

 

$

3,105

 

 

$

(97,514

)

 

$

(5,935

)

 

$

(91,579

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows from financing activities

 

$

(14,671

)

 

$

32,000

 

 

$

(46,671

)

 

$

184,177

 

 

$

(8,808

)

 

$

192,985

 

Net Cash Flow from Operating Activities

Net cash provided by operating activities was $30.6$85.5 million for first halfquarter of 20212022 compared to $19.4$12.7 million for the same period of 2020,2021, a change of $11.2$72.8 million.

For the first halfquarter of 2021,2022, the net cash provided is the result of a net income of $10.4$58.8 million plus adjustments of $33.7$17.2 million for depreciation and amortization of PP&E, $10.8 million for deferred taxes and other adjustments of $2.6$1.7 million less $10.0 million for a gain on extinguishment of debt, and net cash used of $6.1$3.0 million primarily from our working capital.

For the first halfquarter of 2020,2021, the net cash provided is the result of a net loss of $19.8$13.3 million plus adjustments of $34.6$16.8 million for depreciation and amortization of PP&E andless other adjustments of $2.1$0.4 million and net cash provided of $2.5$9.6 million primarily from our working capital.

Net Cash Flow from Investing Activities

Net cash used by investing activities was $14.5$97.5 million for the first half of 2021quarter 2022 compared to $17.7$5.9 million for the same period of 2020,2021, a change of $3.1$91.6 million.

For the first halfquarters of 20212022, the net cash used primarily relates purchases of short-term investments of $89.3 million and 2020,expenditures for PP&E.

For the first quarter of 2021, the net cash used relates primarily to expenditures for PP&E.

Net Cash Flow from Financing Activities

Net cash used providedby financing activities was $14.7$184.2 million for the first halfquarter of 20212022 compared to net cash providedused of $32.0$8.8 million for the same period of 2020,2021, a change of $46.7$193.0 million.

For the first halfquarter of 2022, the net cash provided primarily consists of proceeds of $200 million from the New Notes partially offset by payments on other long-term debt and short-term financing of $9.7 million, payments of $4.1 million for equity and debt-related cost and $2.0 million for other financing activities.

For the first quarter of 2021, the net cash used primarily consists of payments on other long-term debt and short-term financing.

For the first half of 2020, the net cash provided primarily consists of proceeds of $30 million from our Working Capital Revolver Loan and proceeds of $12.6 million from other long-term debt partially offset by payments on other long-term debt and short-term financing of $10.5 million and payments of $0.1 million for other financing activities.25



Capitalization

The following is our total current cash, long-term debt redeemable preferred stock and stockholders’ equity:

 

 

June 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(In Millions)

 

 

(In Millions)

 

Cash and cash equivalents

 

$

17.6

 

 

$

16.3

 

 

$

254.3

 

 

$

82.1

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working Capital Revolver Loan

 

$

 

 

$

 

 

$

 

 

$

 

Senior Secured Notes due 2023

 

 

435.0

 

 

 

435.0

 

Senior Secured Notes due 2028 (1)

 

 

700.0

 

 

 

500.0

 

Secured Financing due 2023

 

 

9.2

 

 

 

10.7

 

 

 

6.9

 

 

 

7.7

 

Secured Financing due 2025

 

 

23.2

 

 

 

24.0

 

Secured Loan Agreement due 2025

 

 

6.2

 

 

 

6.8

 

 

 

 

 

 

5.3

 

Secured Financing due 2025

 

 

26.5

 

 

 

28.6

 

Unsecured Loan Agreement due 2022

 

 

 

 

 

10.0

 

Secured Promissory Note due 2021

 

 

 

 

 

1.2

 

Other

 

 

0.4

 

 

 

0.5

 

 

 

0.3

 

 

 

0.3

 

Unamortized discount and debt issuance costs

 

 

(6.8

)

 

 

(8.6

)

 

 

(13.9

)

 

 

(9.7

)

Total long-term debt, including current portion, net

 

$

470.5

 

 

$

484.2

 

 

$

716.5

 

 

$

527.6

 

Series E and F redeemable preferred stock (1)

 

$

292.8

 

 

$

272.1

 

Total stockholders' equity

 

$

141.0

 

 

$

149.6

 

 

$

518.2

 

 

$

460.5

 

 

(1)

Liquidation preference of $297.7 million as of June 30, 2021See discussion contained in Note 4.

See discussion above under “Recent Business Developments - Planned Exchange Transaction and Special Common Stock Dividend.”

We currently have a revolving credit facility, our Working Capital Revolver Loan, with a borrowing base of $65 million. As of June 30, 2021,March 31, 2022, our Working Capital Revolver Loan was undrawn and had approximately $50.3$62.4 million of availability.

For the full year of 2021,2022, we expect capital expenditures to be approximately $30 million to $35$65 million, which includes approximately $5$15 million for margin enhancement projects. The remaining capital spending is planned for reliability and maintenance capital projects.

We believe that the combination of our cash on hand, the availability on our revolving credit facility, and our cash flow from operations will be sufficient to fund our anticipated liquidity needs for the next twelve months.

Compliance with Long - Term Debt Covenants

As discussed below in Note 4,5, the Working Capital Revolver Loan requires, among other things, that we meet certain financial covenants. The Working Capital Revolver Loan does not include financial covenant requirements unless a defined covenant trigger event has occurred and is continuing. As of June 30, 2021,March 31, 2022, no trigger event had occurred.

Loan Agreements and Redeemable Preferred Stock

Senior Secured Notes due 20232028  LSB has $435$700 million aggregate principal amount of the 9.625%6.25% Senior Secured Notes currently outstanding, including the $200 million associated with the New Notes as discussed in footnote (B) of Note 4.5. Interest is to be paid semiannually on May 115stth and November 1October 15stth, maturing May 1, 2023.October 15, 2028. As a result of the financing transactions, our interest expense has increased and is expected to increase compared to 2021. The proceeds from the issuance of the New Notes were used to pay related transaction expenses, with the remainder intended to be used to pursue strategic acquisition opportunities, to fund organic growth, and for general corporate purposes.

Secured Financing due 2023 – EDC is party to a secured financing arrangement with an affiliate of LSB Funding. Principal and interest are payable in 48 equal monthly installments with a final balloon payment of approximately $3 million due in June 2023.

Secured Loan Agreement due 2025 - EDC is party to a secured loan agreement with an affiliate of LSB Funding. Principal and interest are payable in 60 equal monthly installments through March 2025.

Secured Financing due 2025 – EDA is party to a $30 million secured financing arrangement with an affiliate of LSB Funding. Principal and interest are payable in 60 equal monthly installments with a final balloon payment of approximately $5 million due in August 2025.

Working Capital Revolver Loan – At June 30, 2021,March 31, 2022, our Working Capital Revolver Loan was undrawn and had approximately $50.3 $62.4 million of availability, based on our eligible collateral, less outstanding letters of credit as of that date. Also see discussion above under “Compliance with Long-Term Debt Covenants.”


Series E Redeemable Preferred At June 30, 2021, there were 139,768 outstanding shares of Series E Redeemable Preferred and the aggregate liquidation preference (par value plus accrued dividends) was $297.7 million.

See discussion above under “Recent Business Developments - Planned Exchange Transaction and Special Common Stock Dividend.”

Capital Expenditures – First Six MonthsQuarter of 20212022

For the first halfquarter of 2021,2022, capital expenditures relating to PP&E were $14.8$8.3 million. The capital expenditures were funded primarily from cash and working capital.

See discussion above under “Capitalization” for our expected capital expenditures.

26


Expenses Associated with Environmental Regulatory Compliance

We are subject to specific federal and state environmental compliance laws, regulations and guidelines. As a result, we incurredour expenses of $1.7 millionwere minimal during the first six monthsquarter of 20212022 in connection with environmental projects. For the remainder of 2021,2022, we expect to incur expenses ranging from $1.9$0.7 million to $2.2$0.9 million in connection with additional environmental projects. However, it is possible that the actual costs could be significantly different than our estimates.

Dividends

See discussion above under “Recent Business Developments - Planned Exchange Transaction and Special Common Stock Dividend.”

We have not paid cash dividends on our outstanding common stock in many years, and we do not currently anticipate paying cash dividends on our outstanding common stock in the near future.

Dividends on the Series E Redeemable Preferred are cumulative and payable semi-annually (May 1 and November 1) in arrears at the annual rate of 14.5% of the liquidation value of $1,000 per share, but such annual rate will increase to 15.0% beginning in April 2022 and to 16% beginning in April 2023 as discussed in Note 8. Each share of Series E Redeemable Preferred is entitled to receive a semi-annual dividend, only when declared by our Board. In addition, dividends in arrears at the dividend date, until paid, shall compound additional dividends at the annual rate. As of June 30, 2021, the semi-annual compounded dividend is approximately $150.84 per share for the current aggregate semi-annual dividend of $21.1 million.  We also must declare a dividend on the Series E Redeemable Preferred on a pro rata basis with our common stock. As long as the Purchaser holds at least 10% of the Series E Redeemable Preferred, we may not declare dividends on our common stock and other preferred stocks unless and until dividends have been declared and paid on the Series E Redeemable Preferred for the then current dividend period in cash.  As of June 30, 2021, the amount of accumulated dividends on the Series E Redeemable Preferred was approximately $157.9 million.

Dividends on the Series D 6% cumulative convertible Class C preferred stock (the “Series D Preferred”) and Series B 12% cumulative convertible Class C Preferred Stock (the “Series B Preferred”) are payable annually, only when declared by our Board, as follows:

$0.06 per share on our outstanding non-redeemable Series D Preferred for an aggregate dividend of $60,000, and

$12.00 per share on our outstanding non-redeemable Series B Preferred for an aggregate dividend of $240,000.

As of June 30, 2021, the amount of accumulated dividends on the Series D Preferred and Series B Preferred totaled approximately $1.7 million.  All shares of the Series D Preferred and Series B Preferred are owned by the Golsen Holders and an immediate family member.  There are no optional or mandatory redemption rights with respect to the Series B Preferred or Series D Preferred.

Seasonality

We believe fertilizer products sold to the agriculturalfertilizer industry are seasonal, while sales into the industrial and mining sectors generally are less susceptible to seasonal fluctuations. The selling seasons for agriculturalfertilizer products are primarily during the spring and fall planting seasons, which typically extend from March through June and from September through November in the geographical markets where we distribute the majority of our agriculturalfertilizer products. As a result, we typically increase our inventory of fertilizer products prior to the beginning of each planting season in order to meet the demand for our products. In addition, the amount and timing of sales to the agriculturalfertilizer markets depend upon weather conditions and other circumstances beyond our control.

Performance and Payment Bonds

We are contingently liable to sureties in respect of insurance bonds issued by the sureties in connection with certain contracts entered into by subsidiaries in the normal course of business. These insurance bonds primarily represent guarantees of future performance of our subsidiaries. As of June 30, 2021,March 31, 2022, we have agreed to indemnify the sureties for payments, up to $9.7 million, made made by them in respect of such bonds. These insurance bonds are expected to expire or be renewed later in 2021.2022.

New Accounting Pronouncements

Refer to Note 1 for recently issued accounting standards.


27


Critical Accounting Policies and Estimates

See “Critical Accounting Policies and Estimates,” Item 7 of our 20202021 Form 10-K. In addition, the preparation of financial statements requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, and disclosures of contingencies and fair values, including, but not limited to, various environmental and legal matters, including matters discussed under footnote A and the lawsuit styled City of West, Texas vs.CF Industries, Inc., et al., discussed under “Other Pending, Threatened or Settled Litigation” of Note 5.

Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. We establish valuation allowances if we believe it is more-likely-than-not that some or all of deferred tax assets will not be realized. Significant judgment is applied in evaluating the need for and the magnitude of appropriate valuation allowances against deferred tax assets. 

The carrying values of the redeemable preferred stocks discussed in Note 8 are being increased by periodic accretions (recorded to retained earnings and included in determining income or loss per share) using the interest method so that the carrying amount will equal the redemption value as of October 25, 2023, the earliest possible redemption date by the holder.   

It is also reasonably possible that the estimates and assumptions utilized as of June 30, 2021March 31, 2022 could change in the near term. Actual results could differ materially from these estimates and judgments, as additional information becomes known.

See discussion above under “Recent Business Developments - Planned Exchange Transaction and Special Common Stock Dividend.”

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act.


28



Item 3. Quantitative and Qualitative Disclosures about Market Risk

General

Our results of operations and operating cash flows are impacted by changes in market prices of ammonia and natural gas and changes in market interest rates.

Forward Sales Commitments Risk

Periodically, we enter into forward firm sales commitments for products to be delivered in future periods. As a result, we could be exposed to embedded losses should our product costs exceed the firm sales prices at the end of a reporting period. At June 30, 2021,March 31, 2022, we had no embedded losses associated with sales commitments with firm sales prices.

Commodity Price Risk

A substantial portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Since we are exposed to commodity price risk, we periodically enter into contracts to purchase natural gas for anticipated production needs to manage risk related to changes in prices of natural gas commodities. Generally, these contracts are considered normal purchases because they provide for the purchase of natural gas that will be delivered in quantities expected to be used over a reasonable period of time in the normal course of business, these contracts are exempt from the accounting and reporting requirements relating to derivatives. At June 30, 2021,March 31, 2022, we had no outstanding natural gas contracts, which are accounted for on a mark-to-market basis.  contracts.

Interest Rate Risk

Generally, we are exposed to variable interest rate risk with respect to our revolving credit facility. As of June 30, 2021,March 31, 2022, we had no outstanding borrowings on this credit facility and no other variable rate borrowings. We currently do not hedge our interest rate risk associated with our variable interest loan.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures as defined in Rule 13a-15 under the Exchange Act designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2021.March 31, 2022. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of June 30, 2021,March 31, 2022, at the reasonable assurance level.

 


29


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained within this report may be deemed “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933 (as amended, the “Securities Act”) and Section 21E of the Securities Exchange Act. All statements in this report other than statements of historical fact are Forward-Looking Statements that are subject to known and unknown risks, uncertainties and other factors which could cause actual results and performance of the Company to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “could” and similar expressions identify Forward-Looking Statements. Forward-Looking Statements contained herein include, but are not limited to, the following:

 

our filing a preliminary proxy statementthe impact of LSB Funding and its affiliate Eldridge holding a special meetingmajority of stockholders during the third quarter of 2021;our common stock;

 

the expected outcomes of and our ability to consummate the exchange transaction;

our ability to invest in projects that will generate the best returns for our stockholders;

 

the impact from the COVID-19 pandemic;

 

our future liquidity outlook;

 

the outlook of our chemical products and related markets;

 

the amount, timing and effect on the nitrogen market from the recent nitrogen expansion projects;

 

the effect from the lack of non-seasonal volume;

 

our belief that competition is based upon service, price, location of production and distribution sites, and product quality and performance;

 

our outlook for the industrial and mining industries;

 

the availability of raw materials;

 

our ability to broaden the distribution of our products, including our ability to leverage our nitric acid production capacity at our El Dorado Facility;

 

our ability to develop a strategy to capitalize on ammonia opportunities;

 

changes in domestic fertilizer production;

 

the increasing output and capacity of our production facilities;

 

on-stream rates at our production facilities;

 

our ability to moderate risk inherent in agricultural markets;

 

the sources to fund our cash needs and how this cash will be used;

 

the ability to enter into the additional borrowings;

 

the anticipated cost and timing of our capital projects;

 

certain costs covered under warranty provisions;

 

our ability to pass to our customers cost increases in the form of higher prices;

 

our belief as to whether we have sufficient sources for materials and components;

 

annual natural gas requirements;

 

compliance by our facilities with the terms of our permits;

 

the costs of compliance with environmental laws, health laws, security regulations and transportation regulations;

 

our belief as to when Turnarounds will be performed and completed;

 

expenses in connection with environmental projects;

 

the effect of litigation and other contingencies;

 

the increase in interest expense;

 

our ability to comply with debt servicing and covenants;

 

our abilityability to meet debt maturities or redemption obligations when due; and

 

our beliefs as to whether we can meet all required covenant tests for the next twelve months.

While we believe the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance such expectations will prove to have been correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this report, including, but not limited to, the following:  

 

changes in the timingownership percentage of the planned exchange transaction;Eldridge and its affiliate, LSB Funding, resulting in them no longer holding a majority of our outstanding common stock;

 

stockholders not approving the exchange transaction;

changes associated with the COVID-19 pandemic and governmental and related responses;

 

changes in general economic conditions, both domestic and foreign;


material reductions in revenues;

 

material reductions in revenues;

30


material changes in interest rates;

 

our ability to collect in a timely manner a material amount of receivables;

 

increased competitive pressures;

 

adverse effects on increases in prices of raw materials;

 

changes in federal, state and local laws and regulations, including environmental regulations, or in the interpretation of such;

 

changes in laws, regulations or other issues related to climate change;

 

releases of pollutants into the environment exceeding our permitted limits;

 

material increases in equipment, maintenance, operating or labor costs not presently anticipated by us;

 

the requirement to use internally generated funds for purposes not presently anticipated;

 

the inability to secure additional financing for planned capital expenditures or financing obligations due in the near future;

 

our substantial existing indebtedness;

 

material changes in the cost of natural gas and certain precious metals;

 

limitations due to financial covenants;

 

changes in competition;

 

the loss of any significant customer;

 

changes in operating strategy or development plans;

 

our inability to adequately evaluate potential acquisitions of strategic assets or companies;

 

an inability to fund the working capital and expansion of our businesses;

 

our inability to improve our capital structure and overall cost of capital;

 

changes in the production efficiency of our facilities;

 

adverse results in our contingencies including pending litigation;

 

unplanned downtime at one or more of our chemical facilities;

 

changes in production rates at any of our chemical plants;

 

an inability to obtain necessary raw materials and purchased components;

 

material increases in cost of raw materials;

 

material changes in our accounting estimates;

 

significant problems within our production equipment;

 

fire or natural disasters;

 

an inability to obtain or retain our insurance coverage;

 

difficulty obtaining necessary permits;

 

difficulty obtaining third-party financing;

 

risks associated with proxy contests initiated by dissident stockholders;

 

changes in fertilizer production;

 

reduction in acres planted for crops requiring fertilizer;

 

decreases in duties for products we sell resulting in an increase in imported products into the U.S.;

 

adverse effects from regulatory policies, including tariffs;

 

volatility of natural gas prices;

 

weather conditions;

 

increases in imported agricultural products; and

 

other factors described in “Risk Factors” in our Form 10-K for the year ended December 31, 2020.2021, as amended by the Form 10-K/A filed on March 25, 2022.

Given these uncertainties, all parties are cautioned not to place undue reliance on such Forward-Looking Statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the Forward-Looking Statements contained herein to reflect future events or developments.

 


31


The following is a list of terms used in this report.

 

ADEQ

-

The Arkansas Department of Environmental Quality.

 

 

 

AN

-

Ammonium nitrate.

 

 

 

ASC

-

Accounting Standard Codification.

ASU

-

Accounting Standard Update.

 

 

 

CAO

-

A consent administrative order.

CARES

-

Coronavirus Aid, Relief, and Economic Security Act.

 

 

 

Cherokee Facility

-

Our chemical production facility located in Cherokee, Alabama.

 

 

 

Chevron

-

Chevron Environmental Management Company.

 

 

 

COVID-19

-

The novel coronavirus disease of 2019.

 

 

 

EDA

-

El Dorado Ammonia L.L.C.

 

 

 

EDC

-

El Dorado Chemical Company.

 

 

 

El Dorado Facility

-

Our chemical production facility located in El Dorado, Arkansas.

 

 

 

Eldridge

-

Eldridge Industries, LLC, an affiliate of LSB Funding

Environmental and Health Laws

-

Numerous federal, state and local environmental, health and safety laws.

 

 

 

EUC

-

Environmental Use Control.

 

 

 

FASB

-

Financial Accounting Standards Board.

 

 

 

Financial Covenant

-

Certain springing financial covenants associated with the working capital revolver loan.

 

 

 

GAAP

-

U.S.  Generally Accepted Accounting Principles.

Global

-

Global Industrial, Inc., a subcontractor asserting mechanics liens for work rendered to LSB and EDC.

Golsen Holders

-

Jack E. Golsen, Barry H. Golsen, and certain of their related parties identified as beneficial owners of our securities.

 

 

 

Hallowell Facility

-

A chemical facility previously owned by two of our subsidiaries located in Kansas.

 

 

 

HDAN

-

High density ammonium nitrate prills used in the agricultural industry.

Holder

-

LSB Funding L.L.C., the holder of all of the shares of the Series E and Series F Redeemable Preferred.

Indenture

-

The agreement governing the 6.25% senior secured notes.

 

 

 

KDHE

-

The Kansas Department of Health and Environment.

 

 

 

LDAN

-

Low density ammonium nitrate prills used in the mining industry.

 

 

 

Leidos

-

Leidos Constructors L.L.C.

Liquidation Preference

-

The Series E Redeemable Preferred liquidation preference of $1,000 per share plus accrued and unpaid dividends plus the participation rights value. 

 

 

 

LSB

-

LSB Industries, Inc.

 

 

 

LSB Funding

-

LSB Funding L.L.C.

 

 

 

MD&A

-

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

New Notes

-

The senior secured notes issued on June 21, 2019March 8, 2022 with an interest rate of 9.625%6.25%, which mature in May 2023.October 2028.

 

 

 

Note

-

A note in the accompanying notes to the condensed consolidated financial statements.

 

 

 

Notes

-

The senior secured notes issued on April 28, 2018October 14, 2021 with an interest rate of 9.625%6.25%, which mature in May 2023.October 2028.

 

 

 

NPDES

-

National Pollutant Discharge Elimination System.

 

 

 

ODEQ

-

The Oklahoma Department of Environmental Quality.

 

 

 

PAR

-

Permit Appeal Resolution.

 

 

 

PCC

-

Pryor Chemical Company.

 

 

 

PP&E

-

Plant, property and equipment.

 

 

 

PPP

-

Paycheck Protection Program.

Pryor Facility

-

Our chemical production facility located in Pryor, Oklahoma.

 

 

 

Purchaser

-

LSB Funding L.L.C.

SBA

-

Small Business Administration.

SEC

-

The U.S. Securities and Exchange Commission.


 

 

 

Secured Financing due 2023

-

A secured financing arrangement between EDC and an affiliate of LSB Funding L.L.C. which matures in June 2023.

 

 

 

Secured Financing due 2025

-

A secured financing arrangement between EDA and an affiliate of LSB Funding L.L.C. which matures in August 2025.

 

 

 

Secured Loan Agreement due 2025

-

A secured loan agreement between EDC and an affiliate of LSB Funding L.L.C. which matures in March 2025.

Secured Promissory Note due 2021

-

A secured promissory note between EDC and a lender which, matured in March 2021.

Senior Secured Notes

-

The Notes and New Notes, taken together due on May 1, 2023October 15, 2028 with a stated interest rate of 9.625%6.25%.

Series B Preferred

-

The Series B 12% cumulative convertible Class C Preferred stock.

Series D Preferred

-

The Series D 6% cumulative convertible Class C preferred stock.

Series E Redeemable Preferred

-

The 14% Series E-1 Redeemable Preferred stock with participating rights and liquidating distributions based on a certain number of shares of our common stock.

Series F Redeemable Preferred

-

The Series F-1 Redeemable Preferred stock with one share to vote as a single class on all matters with our common stock equal to 456,225 shares of our common stock.

 

 

 

SG&A

-

Selling, general and administrative expense.

 

 

 

Turnaround

-

A planned major maintenance activity.

 

 

 

UAN

-

Urea ammonium nitrate.

 

 

 

32


U.S.

-

United States.

U.S. GAAP

-

U.S. Generally Accepted Accounting Principles.

 

 

 

USDA

-

United States Department of Agriculture.

 

 

 

WASDE

-

World Agricultural Supply and Demand Estimates Report.

 

 

 

West Fertilizer

-

West Fertilizer Company.

 

 

 

Working Capital Revolver Loan

-

Our secured revolving credit facility.

 

 

 

2020 Crop

-

Corn crop marketing year (September 1 - August 31), which began in 2019 and ended in 2020 and primarily relates to corn planted and harvested in 2019.

 

 

 

2021 Crop

-

Corn crop marketing year (September 1 - August 31), which began in 2020 and will endended in 2021 and primarily relates to corn planted and harvested in 2020.

 

 

 

2022 Crop

-

Corn crop marketing year (September 1 - August 31), which began in 2021 and will end in 2022 and primarily relates to corn planted and harvested in 2021.

 


33


PART II

OTHER INFORMATION

 

Other Litigation  

We are from time to time subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, examinations by the Internal Revenue Service. For further discussion of our legal matters, see “Note 5—Commitments and Contingencies—Legal Matters” in the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q.

 

Item 1A. Risk Factors

The information to be reported under this Item is not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

 

Item 3. Defaults upon Senior Securities

Not applicable

 

Item 4. Mine Safety Disclosures

Not applicable

 

Item 5. Other Information

Not applicable

Item 6. Exhibits

See “Index to Exhibits” on page 4235.

 


34


Index to Exhibits Item 6.

 

Exhibit

Number

   

Exhibit Title

  

Incorporated by Reference

to the Following

 

 

 

 

 

  3(i).1

 

Restated Certificate of Incorporation of LSB Industries, Inc., dated January 21, 1977, as amended August 27, 1987

 

Exhibit 3(i).1 to the Company’s Form 10-K filed on February 28, 2013

  3(i).2

Certificate of Amendment to the Restated Certificate of Incorporation of LSB Industries, dated September 23, 2021

Exhibit 3(i).2 to the Company’s Registration Statement on From S-3 filed on November 16, 2021

 

 

 

 

 

  3(ii)

 

Second Amended and Restated Bylaws of LSB Industries, Inc., dated July 19, 2021

 

Exhibit 3.1 to the Company’s Form 8-K filed July 19, 2021

 

 

 

 

 

  3.110.1

 

CertificateConsent and Fifth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of Designations of Series G Class C Preferred Stock ofMarch 2, 2022, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc., and its subsidiaries identified on the signature pages thereto as filed withborrowers and the Secretary of State ofCompany’s subsidiaries identified on the State of Delaware on July 6, 2020signature pages thereto as guarantors.

 

Exhibit 3.110.1 to the Company’s Form 8-K filed July 6, 2020March 3, 2022

 

 

 

 

 

  10.1*

LSB Industries, Inc. 2016 Long Term Incentive Plan (As Amended and Restated March 4, 2021)

Appendix A of the Registrant’s Proxy Statement on Schedule 14A relating to the Registrant’s 2021 Annual Meeting of Stockholders, File No. 001-07677, filed with the SEC on April 19, 2021

  10.2

Securities Exchange Agreement, dated July 19, 2021, by and between LSB Industries, Inc. and LSB Funding LLC

Exhibit 10.1 to the Company’s Form 8-K filed July 19, 2021

  31.1(a)31.1

 

Certification of Mark T. Behrman, Chief Executive Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302

 

 

 

 

 

 

 

  31.2(a)31.2

 

Certification of Cheryl A. Maguire, Chief Financial Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302

 

 

 

 

 

 

 

  32.1(b)32.1

 

Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906

 

 

 

 

 

 

 

  32.2(b)32.2

 

Certification of Cheryl A. Maguire, Chief Financial Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906

 

 

 

 

 

 

 

101.INS(a)

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

 

 

101.SCH(a)

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

101.CAL(a)

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

101.DEF(a)

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

101.LAB(a)

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

 

 

 

 

 

 

 

101.PRE(a)

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

(a)

Filed herewith

(b)

Furnished herewith

*

Management contract or compensatory plan or arrangement


35


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has caused the undersigned, duly authorized, to sign this report on its behalf on this 294th day of May 2022July 2021..

 

LSB INDUSTRIES, INC.

 

/s/ Cheryl A. Maguire

Cheryl A. Maguire

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

4336