Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | LXU | ||
Entity Registrant Name | LSB INDUSTRIES INC | ||
Entity Central Index Key | 60,714 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 28,809,079 | ||
Entity Public Float | $ 111 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 26,048 | $ 33,619 |
Accounts receivable | 67,043 | 59,873 |
Allowance for doubtful accounts | (351) | (303) |
Accounts receivable, net | 66,692 | 59,570 |
Inventories: | ||
Finished goods | 27,726 | 20,415 |
Raw materials | 1,483 | 1,441 |
Total inventories | 29,209 | 21,856 |
Supplies, prepaid items and other: | ||
Prepaid insurance | 10,924 | 10,535 |
Supplies | 24,576 | 27,729 |
Prepaid and refundable income taxes | 661 | 1,736 |
Other | 8,303 | 8,695 |
Total supplies, prepaid items and other | 44,464 | 48,695 |
Total current assets | 166,413 | 163,740 |
Property, plant and equipment, net | 974,248 | 1,014,038 |
Intangible and other assets, net | 7,672 | 11,404 |
Total assets | 1,148,333 | 1,189,182 |
Current liabilities: | ||
Accounts payable | 62,589 | 55,992 |
Short-term financing | 8,577 | 8,585 |
Accrued and other liabilities | 42,129 | 35,573 |
Current portion of long-term debt | 12,518 | 9,146 |
Total current liabilities | 125,813 | 109,296 |
Long-term debt, net | 412,681 | 400,253 |
Noncurrent accrued and other liabilities | 8,861 | 11,691 |
Deferred income taxes | 56,612 | 54,787 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Common stock, $.10 par value; 75,000,000 shares authorized, 31,283,210 shares issued (31,280,685 shares at December 31, 2017) | 3,128 | 3,128 |
Capital in excess of par value | 198,482 | 193,956 |
Retained earnings | 153,773 | 256,214 |
Stockholders equity including treasury stock | 358,383 | 456,298 |
Less treasury stock, at cost: | ||
Common stock, 2,438,305 shares (2,662,027 shares at December 31, 2017) | 16,186 | 18,102 |
Total stockholders' equity | 342,197 | 438,196 |
Total Liabilities and Stockholders' equity | 1,148,333 | 1,189,182 |
Series E Preferred Stock [Member] | ||
Redeemable preferred stocks: | ||
Redeemable preferred stock, value | 202,169 | 174,959 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | 2,000 | 2,000 |
Series D Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | $ 1,000 | $ 1,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 31,283,210 | 31,280,685 |
Treasury stock, common shares | 2,438,305 | 2,662,027 |
Series E Preferred Stock [Member] | ||
Cumulative redeemable preferred stock, dividend rate | 14.00% | 14.00% |
Redeemable preferred stock, par value | $ 0 | $ 0 |
Redeemable preferred stock, shares issued | 210,000 | |
Redeemable preferred stock, shares outstanding | 139,768 | |
Redeemable preferred stock, liquidation preference | $ 212,071,000 | $ 185,231,000 |
Series F Preferred Stock [Member] | ||
Redeemable preferred stock, par value | $ 0 | $ 0 |
Redeemable preferred stock, shares issued | 1 | |
Redeemable preferred stock, shares outstanding | 1 | |
Redeemable preferred stock, liquidation preference | $ 100 | |
Series B Preferred Stock [Member] | ||
Convertible preferred stock dividend rate | 12.00% | 12.00% |
Preferred stock, shares issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Series B cumulative, convertible preferred stock, par value | $ 100 | $ 100 |
Preferred stock, liquidation preference, value | $ 2,785,000 | $ 2,545,000 |
Series D Preferred Stock [Member] | ||
Convertible preferred stock dividend rate | 6.00% | 6.00% |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred stock, liquidation preference, value | $ 1,192,000 | $ 1,132,000 |
Series D cumulative, convertible Class C preferred stock, par value |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 378,160 | $ 427,504 | $ 374,585 |
Cost of sales | 362,325 | 422,038 | 423,891 |
Gross profit (loss) | 15,835 | 5,466 | (49,306) |
Selling, general and administrative expense | 40,811 | 34,990 | 40,168 |
Impairment of goodwill | 1,621 | ||
Other expense (income), net | (1,951) | 4,567 | (872) |
Operating loss | (23,025) | (34,091) | (90,223) |
Interest expense, net | 43,064 | 37,267 | 30,945 |
Loss on extinguishment of debt | 5,951 | 8,703 | |
Non-operating other expense (income), net | (1,554) | (306) | 218 |
Loss from continuing operations before provision (benefit) for income taxes | (70,486) | (71,052) | (130,089) |
Provision (benefit) for income taxes | 1,740 | (40,759) | (41,956) |
Loss from continuing operations | (72,226) | (30,293) | (88,133) |
Income from discontinued operations, net of taxes | 1,076 | 200,301 | |
Net income (loss) | (72,226) | (29,217) | 112,168 |
Dividends on convertible preferred stocks | 300 | 300 | 300 |
Dividends on Series E redeemable preferred stock | 26,840 | 23,443 | 19,733 |
Net income attributable to participating securities | 1,091 | ||
Net income (loss) attributable to common stockholders | $ (102,741) | $ (59,447) | $ 64,760 |
Basic and dilutive income (loss) per common share: | |||
Loss from continuing operations | $ (3.74) | $ (2.22) | $ (5.28) |
Income from discontinued operations, net of taxes | 0.04 | 7.82 | |
Net income (loss) | $ (3.74) | $ (2.18) | $ 2.54 |
Series E Preferred Stock [Member] | |||
Dividends on Series E redeemable preferred stock | $ 26,840 | $ 23,443 | $ 27,761 |
Accretion of Series E redeemable preferred stock | $ 3,375 | $ 6,487 | $ 18,256 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock Shares [Member] | Treasury Stock-Common [Member] | Capital in Excess of Par Value [Member] | Retained Earnings [Member] | Non-Redeemable Preferred Stock [Member] |
Balance at Dec. 31, 2015 | $ 421,580 | $ 2,713 | $ (24,532) | $ 192,249 | $ 248,150 | $ 3,000 |
Balance, shares at Dec. 31, 2015 | 27,132,000 | (3,736,000) | ||||
Net income (loss) | 112,168 | 112,168 | ||||
Dividend accrued on redeemable preferred stock | (27,761) | (27,761) | ||||
Accretion of redeemable preferred stock | (18,256) | (18,256) | ||||
Stock-based compensation | 4,979 | 4,979 | ||||
Exercise of stock options | 371 | $ 4 | 367 | |||
Exercise of stock options, shares | 45,000 | |||||
Exercise of warrants, net | $ 411 | $ (411) | ||||
Exercise of warrants, shares | 4,104,000 | (34,000) | ||||
Restricted stock granted from treasury stock | (484) | $ 4,855 | (5,339) | |||
Restricted stock granted from treasury stock, shares | 765,000 | |||||
Excess income tax detriment associated with stock-based compensation | (84) | (84) | ||||
Balance at Dec. 31, 2016 | 492,513 | $ 3,128 | $ (20,088) | 192,172 | 314,301 | 3,000 |
Balance, shares at Dec. 31, 2016 | 31,281,000 | (3,005,000) | ||||
Cumulative effect of change in accounting principle | 1,060 | 1,060 | ||||
Net income (loss) | (29,217) | (29,217) | ||||
Dividend accrued on redeemable preferred stock | (23,443) | (23,443) | ||||
Accretion of redeemable preferred stock | (6,487) | (6,487) | ||||
Stock-based compensation | 5,099 | 5,099 | ||||
Restricted stock granted from treasury stock | (1,361) | $ 1,814 | (3,175) | |||
Restricted stock granted from treasury stock, shares | 317,000 | |||||
Other | 32 | $ 172 | (140) | |||
Other, Shares | 26,000 | |||||
Balance at Dec. 31, 2017 | 438,196 | $ 3,128 | $ (18,102) | 193,956 | 256,214 | 3,000 |
Balance, shares at Dec. 31, 2017 | 31,281,000 | (2,662,000) | ||||
Net income (loss) | (72,226) | (72,226) | ||||
Dividend accrued on redeemable preferred stock | (26,840) | (26,840) | ||||
Accretion of redeemable preferred stock | (3,375) | (3,375) | ||||
Stock-based compensation | $ 8,358 | 8,358 | ||||
Exercise of stock options, shares | 2,525 | |||||
Restricted stock granted from treasury stock | $ (1,936) | $ 1,916 | (3,852) | |||
Restricted stock granted from treasury stock, shares | 224,000 | |||||
Other | 20 | 20 | ||||
Other, Shares | 2,000 | |||||
Balance at Dec. 31, 2018 | $ 342,197 | $ 3,128 | $ (16,186) | $ 198,482 | $ 153,773 | $ 3,000 |
Balance, shares at Dec. 31, 2018 | 31,283,000 | (2,438,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from continuing operating activities | |||
Net income (loss) | $ (72,226) | $ (29,217) | $ 112,168 |
Adjustments to reconcile net income (loss) to net cash provided (used) by continuing operating activities: | |||
Income from discontinued operations, net of taxes | (1,076) | (200,301) | |
Deferred income taxes | 1,825 | (40,445) | (42,013) |
Loss on extinguishment of debt | 5,951 | 8,703 | |
Depreciation, depletion and amortization of property, plant and equipment | 70,266 | 66,996 | 59,354 |
Amortization of intangible and other assets | 2,361 | 2,147 | 1,940 |
Loss (gain) on sales of businesses and other property and equipment | (1,637) | 6,977 | 356 |
Stock-based compensation | 8,358 | 5,213 | 3,992 |
Impairment of goodwill | 1,621 | ||
Other | 2,098 | 434 | 4,471 |
Cash provided (used) by changes in assets and liabilities (net of effects of discontinued operations): | |||
Accounts receivable | (2,167) | (6,321) | (6) |
Inventories | (6,698) | 56 | 1,372 |
Prepaid insurance | (389) | 635 | (2,296) |
Prepaid and accrued income taxes | 1,074 | (543) | 5,619 |
Other supplies, prepaid items and other | (121) | (2,231) | 167 |
Accounts payable | 14,208 | 1,374 | 16,632 |
Accrued interest | (6,919) | (1) | (2,305) |
Other current and noncurrent liabilities | 1,638 | (1,722) | 8,488 |
Net cash provided (used) by continuing operating activities | 17,622 | 2,276 | (22,038) |
Cash flows from continuing investing activities | |||
Expenditures for property, plant and equipment | (37,050) | (35,425) | (212,543) |
Proceeds from sales of businesses and other property and equipment | 6,660 | 23,841 | 5,259 |
Net proceeds from sale of discontinued operations | 2,730 | 356,704 | |
Proceeds from property insurance recovery associated with property, plant and equipment | 1,531 | ||
Other investing activities | 389 | 739 | 3,877 |
Net cash provided (used) by continuing investing activities | (25,740) | (10,845) | 153,297 |
Cash flows from continuing financing activities | |||
Proceeds from revolving debt facility | 10,000 | 76,516 | |
Payments on revolving debt facility | (76,516) | ||
Proceeds from 9.625% senior secured notes, net of discount and fees | 390,473 | ||
Payments on senior secured notes | (375,000) | (100,000) | |
Proceeds from other long-term debt, net of fees | 14,751 | ||
Payments on other long-term debt | (9,170) | (14,121) | (15,402) |
Payments of debt-related costs, including extinguishment and modification costs | (10,974) | (90) | (12,270) |
Proceeds from short-term financing | 10,865 | 10,919 | 11,161 |
Payments on short-term financing | (10,872) | (11,479) | (11,392) |
Payments of preferred stock modification costs | (2,777) | (785) | |
Redemption of preferred stock | (71,966) | ||
Proceeds from exercises of stock options | 20 | 371 | |
Taxes paid on equity awards | (2,018) | (1,361) | (149) |
Dividends paid on preferred stock | (8,028) | ||
Net cash provided (used) by continuing financing activities | 547 | (16,132) | (193,709) |
Cash flows of discontinued operations: | |||
Net cash used by operating activities | 0 | (1,461) | (1,363) |
Net cash used by investing activities | 0 | 0 | (1,025) |
Net cash used by financing activities | 0 | (236) | (2,340) |
Net cash used by discontinued operations | 0 | (1,697) | (4,728) |
Net decrease in cash and cash equivalents | (7,571) | (26,398) | (67,178) |
Cash and cash equivalents at beginning of year | 33,619 | 60,017 | 127,195 |
Cash and cash equivalents at end of year | $ 26,048 | $ 33,619 | $ 60,017 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2018 | Apr. 25, 2018 |
9.625% Senior Secured Notes due 2023 [Member] | ||
Debt instrument, interest rate | 9.625% | 9.625% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Consolidation – LSB Industries, Inc. (“LSB”) and its subsidiaries (the “Company”, “We”, “Us”, or “Our”) are consolidated in the accompanying 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. 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 four 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 (the “Baytown Facility”). 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. Other products consisted of natural gas sales from our working interests in certain natural gas properties of our former subsidiary Zena Energy L.L.C. (“Zena”) and sales of industrial machinery and related components, which were sold during 2017. During 2016, LSB completed the sale of all of the stock of Climate Control Group Inc. (an indirect subsidiary that conducted LSB’s Climate Control Business) pursuant to the terms of a stock purchase agreement as discussed in Note 17 – Discontinued Operations. Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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. Cash and Cash Equivalents – Investments, which consist of highly liquid investments with original maturities of three months or less, are considered cash equivalents. Accounts Receivable – Our accounts receivable are stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on accounts receivable balances. Our estimate is based on historical experience and periodic assessment of outstanding accounts receivable, particularly those accounts that are past due (based upon the terms of the sale). Our periodic assessment of our accounts receivable is based on our best estimate of amounts that are not recoverable. Sales to our customers are generally unsecured. Credit is extended to customers based on an evaluation of the customer’s financial condition and other factors. Concentrations of credit risk with respect to trade receivables are monitored and this risk is reduced due to short-term payment terms relating to most of our significant custom ers. Six customers (including their affiliates) account for approximately 39% of our total net receivables (excluding the receivable amount related to the Wilson Settlement Agreement discussed in Note 9) at December 31, 2018 Inventories – Inventories are stated at the lower of cost (determined using the first-in, first-out (“FIFO”) basis) or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, transportation or disposal. Finished goods include material, labor, and manufacturing overhead costs. Because cost exceeded the net realizable value, inventory reserves were $278,000 and $ 1. Summary of Significant Accounting Policies (continued) Property, Plant and Equipment – Property, plant and equipment (“PP&E”) are stated at cost, net of accumulated depreciation, depletion and amortization (“DD&A”). Leases meeting capital lease criteria are capitalized in PP&E. Major renewals and improvements that increase the life, value, or productive capacity of assets are capitalized in PP&E while maintenance, repairs and minor renewals are expensed as incurred. In addition, maintenance, repairs and minor renewal costs relating to planned major maintenance activities (“Turnarounds”) are expensed as they are incurred. All long-lived assets relate to domestic operations. Fully depreciated assets are retained in PP&E and accumulated DD&A accounts until disposal. When PP&E are retired, sold, or otherwise disposed, the asset’s carrying amount and related accumulated DD&A are removed from the accounts and any gain or loss is included in other income or expense. For financial reporting purposes, depreciation of the costs of PP&E is primarily computed using the straight-line method over the estimated useful lives of the assets. No provision for depreciation is made on construction in progress or capital spare parts until such time as the relevant assets are put into service. In general, assets held for sale are reported at the lower of the carrying amounts of the assets or fair values less costs to sell. Impairment of Long-Lived Assets and Goodwill – Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and its eventual disposition. If assets to be held and used are considered to be impaired, the impairment to be recognized is the amount by which the carrying amounts of the assets exceed the fair values of the assets as measured by the present value of future net cash flows expected to be generated by the assets or their appraised value. In general, and depending on the event or change in circumstances, our asset groups are reviewed for impairment on a facility-by-facility basis (such as the Cherokee, El Dorado or Pryor Facility). In addition, if the event or change in circumstance relates to the probable sale of an asset (or group of assets), the specific asset (or group of assets) is reviewed for impairment. In addition, goodwill was reviewed for impairment at least annually. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. See discussion below under 2016. 2016 Goodwill Impairment Historically, the evaluation of goodwill for impairment involved a two-step test. Step 1 involved comparing the estimated fair value of each respective reporting unit to its carrying value, including goodwill. Step 2 involved calculating an implied fair value of goodwill by performing a hypothetical allocation of the estimated fair value of the reporting unit determined in step 1 to the respective tangible and intangible net assets of the reporting unit. To the extent the carrying amount of goodwill exceeded the implied goodwill, the difference was the amount of the goodwill impairment. During 2016, pricing for our key product groups deteriorated well below expectations and the lower price environment was expected to continue throughout 2017. We determined the fair value of goodwill related to our El Dorado Facility was less than its carrying amount (goodwill and other) implied under step 2, which resulted in an impairment charge of $1.6 million to fully write-down the carrying value of goodwill. Concentration of Credit Risks for Cash and Cash Equivalents and Sales – Financial instruments relating to cash and cash equivalents potentially subject us to concentrations of credit risk. These financial instruments were held by financial institutions within the U.S. None of the financial instruments held within U.S. were in excess of the federally insured limits. Net sales to one customer, Koch Fertilizer LLC (“Koch Fertilizer”), 11 Capitalized Interest – Interest cost on borrowings incurred during a significant construction or development project is capitalized. Capitalized interest is added to the associated underlying asset and amortized over the estimated useful lives of the assets. For 2017, and 2016, interest capitalized amounted to $0.3 million and $15.0 million, respectively (none in 2018). 1. Accrued Insurance Liabilities – We are self-insured up to certain limits for group health, workers’ compensation and general liability claims. Above these limits, we have commercial stop-loss insurance coverage for our contractual exposure on group health claims and statutory limits under workers’ compensation obligatio ns. We also carry umbrella insurance of $100 million for most general liability and auto liability risks. We have a separate $50 million insurance policy covering pollution liability at our chemical facilities. Additional pollution liability coverage for our other facilities is provided in our general liability and umbrella policies . As it related to our natural gas properties that we did not operate but only owned a working interest, insurance policies were maintained by the operator, which we were responsible for our proportionate share of the costs involved. Our accrued self-insurance liabilities are based on estimates of claims, which include the reported incurred claims amounts plus the reserves established by our insurance adjustors and/or estimates provided by attorneys handling the claims, if any, up to the amount of our self-insurance limits. In addition, our accrued insurance liabilities include estimates of incurred, but not reported, claims based on historical claims experience. The determination of such claims and the appropriateness of the related liability is periodically reviewed and revised, if needed. Changes in these estimated liabilities are charged to operations. Potential legal fees and other directly related costs associated with insurance claims are not accrued but rather are expensed as incurred. Accrued insurance claims are included in accrued and other liabilities. It is reasonably possible that the actual development of claims could be different than our estimates. Executive Benefit Agreements – We are party to certain benefit agreements with certain key current and former executives. Costs associated with these individual benefit agreements are accrued based on the estimated remaining service period when such benefits become probable, they will be paid. Total costs accrued equal the present value of specified payments to be made after benefits become payable. 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. 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. 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 record interest related to unrecognized tax positions in interest expense and penalties in operating other expense. Income tax benefits associated with amounts that are deductible for income tax purposes are recorded through the statement of operations. These benefits are principally generated from exercises of non-qualified stock options and restricted stock. We reduce income tax expense for investment tax credits in the period the credit arises and is earned. See Note 8 – Income Taxes discussing the Tax Cuts and Jobs Act of 2017 and Staff Accounting Bulletin No. 118 ("SAB 118") issued by the SEC. Contingencies – Certain conditions may exist which may result in a loss, but which will only be resolved when future events occur. We and our legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment 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, 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). Asset Retirement Obligations – In general, we record the estimated fair value of an asset retirement obligation (“ARO”) associated with tangible long-lived assets in the period it is incurred and when there is sufficient information available to estimate the fair value. An ARO associated with long-lived assets is a legal obligation under existing or enacted law, statute, written or oral contract or legal construction. AROs, which are initially recorded based on estimated discounted cash flows, are accreted to full value over time through charges to cost of sales. In addition, we capitalize the corresponding asset retirement cost as PP&E, which cost is depreciated or depleted over the related asset’s respective useful life. We do not have any assets restricted for the purpose of settling our AROs. 1. Redeemable Preferred Stocks – Our 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 could change if the expected redemption date changes. 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. In addition, historically we issue new shares of common stock upon the exercise of stock options, but treasury shares may be used. Revenue Recognition and Other Information – See Note 2-Adoption of ASC 606 for discussion of our revenue recognition accounting policy. In addition, sales and other similar taxes we collect concurrently with revenue-producing activities are excluded from revenue. Also, we have elected to recognize the cost for freight and shipping when control of the product has transferred to the customer as an expense in cost of sales. All net sales and long-lived assets relate to domestic operations for the periods presented. In addition, net sales to non-U.S. customers were minimal. Recognition of Incentive Tax Credits (Other Than Credits Associated with Income Taxes) – If an incentive tax credit relates to a recovery of taxes (other than income taxes) incurred, we recognize the incentive tax credit when it is probable and reasonably estimable. If an incentive tax credit relates to an amount in excess of taxes incurred, the incentive tax credit is a contingent gain, which we recognize the incentive tax credit when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from the taxing authorities, if any, are included in accounts receivable. The same financial statement classification is used for an incentive tax credit as the associated tax incurred. During 2017, we received notification from the State of Arkansas that incentive tax credits had been approved associated with certain capital expenditures associated with the El Dorado Facility’s expansion projects completed primarily in the fourth quarter of 2015 and the second quarter of 2016. As a result, in 2017, we recognized a current and noncurrent receivable totaling approximately $8.1 million associated with these incentive tax credits with the offset reducing PP&E (covered by the tax credit) by approximately $7.4 million and the remaining balance of $0.7 million as a reduction to cost of sales (recovery of previously incurred depreciation expense related to the PP&E). At December 31, 2018 and 2017, our current and noncurrent receivable totaled $3.1 million and $7.4 million, respectively. Recognition of Insurance Recoveries – If an insurance claim relates to a recovery of our losses, we recognize the recovery when it is probable and reasonably estimable. If our insurance claim relates to a contingent gain, we recognize the recovery when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from our insurance carriers, if any, are included in accounts receivable. An insurance recovery in excess of recoverable costs relating to a business interruption claim, if any, is a reduction to cost of sales. An insurance recovery in excess of recoverable costs relating to a property insurance claim, if any, is included in property insurance recoveries in excess of losses incurred. Cost of Sales – Cost of sales includes materials, labor and overhead costs to manufacture the products sold plus inbound freight, purchasing and receiving costs, inspection costs, internal transfer costs, loading and handling costs, warehousing costs, railcar lease costs and outbound freight. Maintenance, repairs and minor renewal costs relating to Turnarounds are included in cost of sales as they are incurred. Precious metals used as a catalyst and consumed during the manufacturing process are included in cost of sales. Recoveries and gains from precious metals and business interruption insurance claims, if any, are reductions to cost of sales. Provisions for (realization of) losses associated with inventory reserves, gains and losses (realized and unrealized), if any, from our commodities contracts, and provision for losses, if any, on firm sales/purchase commitments are included in cost of sales. Selling, General and Administrative Expense – Selling, general and administrative expense (“SG&A”) includes costs associated with the sales, marketing and administrative functions. Such costs include personnel costs, including benefits, professional fees, office and occupancy costs associated with the sales, marketing and administrative functions. Also included in SG&A are any distribution fees paid to third parties to distribute our products. 1. 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. We have chosen to present the fair values of our derivative contracts under master netting agreements using a gross fair value presentation as there were no derivatives 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 returnable 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, 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. 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. Segment Information - With the sale of our Climate Control Business during July 2016, we operate in one principal business segment – our chemical business. Recently Adopted Accounting Pronouncements ASU 2014-09 – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which superseded nearly all existing revenue recognition guidance under GAAP. In addition, the FASB issued various other ASUs further amending revenue recognition guidance (together “ASC 606”). On January 1, 2018, we adopted ASC 606 as discussed in Note 2. ASU 2016-15 – In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. On January 1, 2018, we adopted ASU 2016-15 on a retrospective basis. The adoption of this ASU did not affect the presentation or classification of cash flow activities for 2017 or 2016. ASU 2016-18 – In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force. The amendments in this ASU revise the guidance in Topic 230, Statement of Cash Flows, to require cash and cash equivalents to include restricted cash (and restricted cash equivalents) on the statement of cash flows. On January 1, 2018, we adopted ASU 2016-18 on retrospective basis. As the result of adopting this ASU, we removed the presentation of investing cash flow activities relating to current and noncurrent restricted cash and cash equivalents from our statement of cash flows for 2016, which change did not impact the total amount of net cash provided by continuing investing activities. ASU 2018-05 – See Note 8 – Income Taxes. 1. Summary of Significant Accounting Policies (continued) Recently Issued Accounting Pronouncements ASU 2016-02 and related ASUs – In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes the lease requirements in Topic 840, Leases . The objective of this ASU is to establish the principles that lessees and lessors shall apply to report information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts. We completed our assessment, design and plan for implementation and implementation of Topic 842 in order to adopt this standard and will elect the additional transition method option provided by ASU 2018-11. Under this transition method, we will apply the new accounting guidance (we expect the cumulative effect, if any, not to be material) on January 1, 2019, the date of adoption. Consequently, our reporting for the comparative periods presented in the financial statements issued after the date of adoption would continue to be in accordance with Topic 840, including disclosures. Upon adoption, we plan to elect the following accounting policies or practical expedients related to Topic 842: • not reassess whether any expired or existing contracts are or contain leases, not reassess the lease classification for any expired or existing leases, and not reassess initial direct costs for any existing leases; • apply accounting similar to Topic 840 operating leases accounting to leases that meet the definition of short-term leases; and • not evaluate land easements that exist or expired before January 1, 2019 and that were not previously accounted for as leases under Topic 840. Currently, most of our leases are classified as operating leases under which we are the lessee. In addition, our leases classified as capital leases and other leases under which we are the lessor are not material. Upon adoption, we currently expect the effect of this guidance on our consolidated financial statements will impact our balance sheet presentation (increase the amount of our assets for the inclusion of right-of-use assets of approximately $15 million and an increase the amount of our liabilities for the inclusion of the associated lease obligations of approximately $15 million). |
Adoption of ASC 606
Adoption of ASC 606 | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Adoption of ASC 606 | 2: Adoption of ASC 606 On January 1, 2018, we adopted ASC 606 using the “modified retrospective” adoption method, meaning the standard is applied only to the most current period presented in the financial statements. Furthermore, we elected to apply the standard only to those contracts which were not completed as of the date of the adoption. Results for reporting periods beginning on the date of adoption are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting methodology pursuant to ASC 605, Revenue Recognition (“ASC 605”) Upon adoption, a cumulative effect adjustment was not required; however, the primary impact of adopting the new standard relates to the reduction in net sales, cost of sales and SG&A resulting from the elimination of certain sales revenue involving products we do not control under ASC 606, including products (we do not control) associated with marketing services we are performing as an agent for our customers. The nature of these arrangements allows for other parties to maintain control of these products throughout the production process. The following line items in our consolidated statement of operations for the current reporting period has been provided to reflect both the adoption of ASC 606 as well as a comparative presentation in accordance with ASC 605 previously in affect: 2018 As Balance without Effect of Change Reported adoption of 606 Higher/(Lower) (In Thousands) Net sales $ 378,160 $ 443,821 $ (65,661 ) Cost of sales 362,325 427,405 (65,080 ) Gross profit 15,835 16,415 (580 ) Selling, general and administrative expense 40,811 41,391 (580 ) Operating loss (23,025 ) (23,025 ) — 2: Adoption of ASC 606 (continued) As mentioned in Note 1, we primarily derive our revenues from the sales of various chemical products. The following table presents our net sales disaggregated by our principal markets, which disaggregation is consistent with other financial information utilized or provided outside of our consolidated financial statements: 2018 2017 (a) 2016 (a) (Dollars In Thousands) Net sales: Agricultural products $ 187,164 $ 184,054 $ 166,180 Industrial acids and other chemical products 148,598 196,029 155,744 Mining products 42,398 38,854 43,532 Other products — 8,567 9,129 Total net sales $ 378,160 $ 427,504 $ 374,585 ( a) As noted above, prior period amounts have not been adjusted under the modified retrospective method. 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 in ASC 606. 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. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. 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. We only offer assurance-type warranties for our products to meet specifications defined by our contracts with customers, and do not have any material performance obligations related to warranties, return, or refunds. Transaction Price Constraints and Variable Consideration For most of our contracts within the scope of ASC 606, 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) 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. 2: Adoption of ASC 606 (continued) 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. 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, the average remaining expected duration was approximately 14 months at December 31, 2018. Contract Assets and Liabilities Our contract assets consist of receivables from contracts with customers. Our net accounts receivable primarily relate to these contract assets and are presented in our consolidated balance sheets. Customer payments are generally due thirty to sixty days after the invoice date. Our 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 $7.0 million and $8.3 million of contract liabilities as of December 31, 2018 and 2017, respectively. During 2018, revenues of $3.1 million were recognized and included in the balance at the beginning of the period. Practical Expedients and Other Information We elected the transitional practical expedient for all contract modifications, such that all modifications prior to our adoption date for uncompleted contracts would be evaluated in the aggregate for any potential impact to our financial statements. We elected the practical expedient to recognize revenue in the amount we have the right to invoice relating to certain services that are performed for customers and, as a result we do not have to disclose the value of unsatisfied performance obligations. We elected the practical expedient by which disclosures are not required regarding the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. We elected the practical expedient exempting the requirement to adjust the promised amount of consideration for the effects of a significant financing component if we expect the financing time period to be one year or less. Revenue recognized in the current period from performance obligations related to prior periods (for example, due to changes in transaction price) was not material. Our contract cost assets primarily relate to the portion of incentive compensation earned by certain employees that are considered incremental and recoverable costs of obtaining a contract with a customer. Those costs are not material. We have elected the practical expedient to expense as incurred any incremental costs of obtaining a contract if the associated period of benefit is one year or less. |
Income (loss) per Common Share
Income (loss) per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Income (loss) per Common Share | 3. Income (loss) per Common Share The following table sets forth the computation of basic and diluted net income (loss) per common share: 2018 2017 2016 (Dollars In Thousands, Except Per Share Amounts) Numerator: Net income (loss): $ (72,226 ) $ (29,217 ) $ 112,168 Adjustments for basic net income (loss) per common share: Dividend requirements on Series E Redeemable Preferred (26,840 ) (23,443 ) (27,761 ) Dividend requirements on Series B Preferred (240 ) (240 ) (240 ) Dividend requirements on Series D Preferred (60 ) (60 ) (60 ) Accretion of Series E Redeemable Preferred (3,375 ) (6,487 ) (18,256 ) Net income attributable to participating securities — — (1,091 ) Numerator for basic and dilutive net income (loss) per common share - net income (loss) attributable to common stockholders $ (102,741 ) $ (59,447 ) $ 64,760 Denominator: Denominator for basic and dilutive net income (loss) per common share - adjusted weighted-average shares (1) 27,490,717 27,250,876 25,454,311 Basic and dilutive net income (loss) per common share: Loss from continuing operations $ (3.74 ) $ (2.22 ) $ (5.28 ) Income from discontinued operations, net of taxes — 0.04 7.82 Net income (loss) $ (3.74 ) $ (2.18 ) $ 2.54 (1) All periods exclude the weighted-average shares of unvested restricted stock that are contingently returnable. The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: 2018 2017 2016 Convertible preferred stocks 916,666 916,666 916,666 Restricted stock and stock units 1,183,622 1,187,525 908,568 Series E redeemable preferred stock - embedded derivative 303,646 303,646 412,869 Stock options 175,454 215,067 361,168 2,579,388 2,622,904 2,599,271 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Useful lives in December 31, years 2018 2017 (In Thousands) Machinery, equipment and automotive 3 - 30 $ 1,189,438 $ 1,163,532 Buildings and improvements 10 - 30 39,032 42,886 Land improvements 10 - 40 8,076 8,111 Furniture, fixtures and store equipment 3 1,122 1,466 Construction in progress N/A 28,753 27,973 Capital spare parts N/A 28,945 29,835 Land N/A 4,583 7,764 1,299,949 1,281,567 Less accumulated depreciation and amortization 325,701 267,529 $ 974,248 $ 1,014,038 Machinery, equipment and automotive primarily includes the categories of property and equipment and estimated useful lives as follows: processing plants and plant infrastructure (15-30 years); certain processing plant components (3-10 years); and trucks, automobiles, trailers, and other rolling stock (2-7 years). |
Current and Noncurrent Accrued
Current and Noncurrent Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Current and Noncurrent Accrued and Other Liabilities | 5 . Current and Noncurrent Accrued and Other Liabilities December 31, 2018 2017 (In Thousands) Accrued litigation settlement (See Note 9) $ 18,450 $ — Accrued payroll and benefits (1) 7,259 4,855 Accrued interest 6,505 13,424 Deferred revenue 5,216 6,987 Accrued death and other executive benefits 2,777 2,808 Customer deposits 1,783 1,334 Series E redeemable preferred - embedded derivative 1,642 2,660 Accrued health and worker compensation insurance claims 1,107 1,658 Other 6,251 13,538 50,990 47,264 Less noncurrent portion 8,861 11,691 Current portion of accrued and other liabilities $ 42,129 $ 35,573 (1) At December 31, 2018, the amount includes certain severance benefits as discussed in Note 15. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 6. Asset Retirement Obligations Currently, we have various legal requirements related to operations at our chemical facilities, including the disposal of wastewater generated at certain of these facilities. Currently, there is insufficient information to estimate the fair value for certain of our AROs. As a result, a liability for only certain AROs has been established. However, we will continue to review these obligations and record a liability when a reasonable estimate of the fair value can be made. At December 31, 2018 and 2017, our accrued liability for AROs was $ |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt December 31, December 31, 2018 2017 (In Thousands) Working Capital Revolver Loan, with a current interest rate of 6.00% (A) $ 10,000 $ — Senior Secured Notes due 2023 (B) 400,000 — Senior Secured Notes due 2019 (B) — 375,000 Secured Promissory Note due 2019, with a current rate of 5.73% (C) 7,165 8,167 Secured Promissory Note due 2021, with a current interest rate of 5.25% (D) 8,090 11,262 Secured Promissory Note due 2023, with a current interest rate of 6.76% (E) 14,685 16,665 Other 221 2,994 Unamortized discount and debt issuance costs (14,962 ) (4,689 ) 425,199 409,399 Less current portion of long-term debt (F) 12,518 9,146 Long-term debt due after one year, net (F) $ 412,681 $ 400,253 (A) Our revolving credit facility (the “Working Capital Revolver Loan”) provides for advances up to $ 50 million (but provides an ability to expand the commitment an additional $25 million), based on specific percentages of eligible accounts receivable and inventories and up to $ 10 million of letters of credit, the outstanding amount of which reduces the available for borrowing under the Working Capital Revolver Loan. At December 31, 2018, our available borrowings under our Working Capital Revolver Loan were approximately $ 37.2 million, based on our eligible collateral, less outstanding letters of credit. The maturity date of the Working Capital Revolver Loan is January 17, 2022 . 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 or equal to the greater of 10.0% of the total revolver commitments and $5 million, 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. Interest accrues on outstanding borrowings under the Working Capital Revolver Loan at a rate equal to, at our election, either (a) LIBOR for an interest period selected by us plus an applicable margin equal to 1.50% per annum or 1.75% per annum, depending on borrowing availability under the Working Capital Revolver Loan, or (b) Wells Fargo Capital Finance’s prime rate plus an applicable margin equal to 0.50% per annum or 0.75% per annum, depending on borrowing availability under the Working Capital Revolver Loan. Interest is paid monthly, if applicable. The Working Capital Revolver Loan contains customary covenants including limitations on asset sales, liens, debt incurrence, restricted payments, investments, dividends and transactions with affiliates. The Working Capital Revolver Loan includes customary events of default. Upon the occurrence of any event of default, the obligations under the Working Capital Revolver Loan may be accelerated and the revolver commitments may be terminated. Obligations under the Working Capital Revolver Loan are secured by a first priority security interest in substantially all of our current assets, including accounts receivable and inventory, subject to certain customary exceptions. 7. Long-Term Debt (continued) (B) On April 25, 2018, LSB completed the issuance and sale of $400 million aggregate principal amount of its 9.625% Senior Secured Notes due 2023 (the “Senior Secured Notes”). The Senior Secured Notes were issued pursuant to an indenture, dated as of April 25, 2018 (the “Indenture”), by and among LSB, the subsidiary guarantors named therein, and Wilmington Trust, National Association, a national banking association, as trustee and collateral agent (the “Notes Trustee”). The Senior Secured Notes were issued at a price equal to 99.509% of their face value. A portion of the net proceeds from the Senior Secured Notes were used to purchase/redeem the $375 million aggregate principal amount of the 8.5% Senior Secured Notes due 2019. The remaining net proceeds were primarily used to pay related transaction fees and expenses, redemption premiums, and accrued interest on the notes purchased/redeemed. A portion of above transaction was accounted for as an extinguishment of debt and a portion was accounted for as a non-substantial debt modification. As a result, approximately $15.2 million of the fees/redemption premiums/discount was deferred and included in discount and debt issuance costs and approximately $0.9 million of fees were expensed, as incurred, and are included in interest expense. In addition, we recognized a loss on extinguishment of debt of approximately $6.0 million, primarily consisting of a portion of the redemption premiums paid and the expensing of a portion of debt issuance costs associated with the 8.5% Senior Secured Notes. The Senior Secured Notes will mature on May 1, 2023 and rank senior in right of payment to all of our debt that is expressly subordinated in right of payment to the notes and will rank pari passu in right of payment with all of our liabilities that are not so subordinated, including the Working Capital Revolver Loan. LSB’s obligations under the Senior Secured Notes are jointly and severally guaranteed by the subsidiary guarantors named in the Indenture on a senior secured basis. Interest on the Senior Secured Notes accrues at a rate of 9.625% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2018. LSB may redeem the Senior Secured Notes at its option, in whole or in part, subject to the payment of a premium ranging from a “make-whole” premium to a premium of 3.609% of the principal amount so redeemed, in the case of any optional redemption prior to May 1, 2022. If LSB experiences a change of control, it must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the date of purchase. The Indenture contains covenants that limit, among other things, LSB and certain of its subsidiaries’ ability to (1) incur additional indebtedness; (2) declare or pay dividends, redeem stock or make other distributions to stockholders; (3) make other restricted payments, including investments; (4) create dividend and other payment restrictions affecting its subsidiaries; (5) create liens or use assets as security in other transactions; (6) merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of our assets; and (7) enter into transactions with affiliates. Further, during any such time when the Senior Secured Notes are rated investment grade by each of Moody’s Investors Service, Inc. and Standard & Poor’s Investors Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, certain of the covenants will be suspended with respect to the Senior Secured Notes. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Obligations in respect of the Senior Secured Notes are secured by a first priority security interest in substantially all of our fixed assets, subject to certain customary exceptions. (C) El Dorado Chemical Company (“EDC”), one of our subsidiaries, is party to a secured promissory note due in June 2019. Principal and interest are payable in equal monthly installments with a final balloon payment of approximately $6.7 million . (D) EDC is party to a secured promissory note due in March 2021. Principal and interest are payable in monthly installments. (E) El Dorado Ammonia L.L.C. (“EDA”), one of our subsidiaries, is party to a secured promissory note due in May 2023. Principal and interest are payable in equal monthly installments with a final balloon payment of approximately $6.1million. 7. Long-Term Debt (continued) ( F) Maturities of long-term debt for each of the five years after December 31, 2018 are as follows (in thousands): 2019 $ 12,552 2020 5,544 2021 3,239 2022 12,025 2023 406,801 Thereafter — Less: Discount and debt issuance costs 14,962 $ 425,199 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes In December 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Cut Act”), making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate of 21%, additional limitations on executive compensation, and limitations on the deductibility of interest. The FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In 2017 and the first nine months of 2018, we recorded provisional amounts for certain enactment-date effects of the Tax Cut Act by applying the guidance in SAB 118 because we had not yet completed our enactment-date accounting for these effects. In 2018 and 2017, we recorded tax expense related to these effects including the decrease in the federal corporate tax rate, additional limitations on executive compensation, and limitations on the deductibility of interest. During the fourth quarter of 2018, we completed the accounting for tax reform and there was no adjustment to provisional amounts recorded. Provision (benefit) for income taxes from continuing operations are as follows: 2018 2017 2016 (In Thousands) Current: Federal $ 11 $ 67 $ 46 State (96 ) (381 ) 11 Total Current $ (85 ) $ (314 ) $ 57 Deferred: Federal $ 1,415 $ (50,084 ) $ (46,926 ) State 410 9,639 4,913 Total Deferred $ 1,825 $ (40,445 ) $ (42,013 ) Provision (benefit) for income taxes $ 1,740 $ (40,759 ) $ (41,956 ) The current provision for federal income taxes shown above includes regular federal income tax after the consideration of permanent and temporary differences between income for GAAP and tax purposes. The current provision (benefit) for state income taxes includes regular state income tax and provisions for uncertain income tax positions, and other similar adjustments. The deferred tax provision (benefit) results from the recognition of changes in our prior year deferred tax assets and liabilities, and the utilization of state NOL carryforwards and other temporary differences. We reduce income tax expense for tax credits in the year they arise and are earned. At December 31, 2018, our gross amount of tax credits available to offset state income taxes was not material. Most of these tax credits do not expire and carryforward indefinitely. The gross amount of federal tax credits was $8.1 million. These credits carryforward for 20 years and begin expiring in 2034. We utilized approximately $3.4 million, which includes the impact of changes in tax law, and $0.4 million of state NOL carryforwards to reduce tax liabilities in 2018 and 2016, respectively, (none in 2017). 577.3 carryforwards begin expiring in 2033 and the state NOL carryforwards began expiring in 2018. 8. Income Taxes (continued) We considered both positive and negative evidence in our determination of the need for valuation allowances for the deferred tax assets associated with federal and state NOLs and federal credits and in conjunction with the IRC Section 382 limitation. 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. In the second quarter of 2018, we established a valuation allowance on a portion of our federal deferred tax assets. 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 the recent financing activities and our results of operations. 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 and the valuation allowance recorded for 2018 is approximate ly $14.6 million. approximately $608.9 million, $536.0 million and $312.3 $31.0 million $26.9 Deferred tax assets and liabilities include temporary differences and carryforwards as follows: December 31, 2018 2017 (In Thousands) Deferred compensation $ 2,637 $ 2,393 Other accrued liabilities 1,579 1,964 Interest expense carryforward 11,267 — Net operating loss 154,914 142,950 Other 12,581 15,933 Less valuation allowance on deferred tax assets (45,625 ) (26,920 ) Total deferred tax assets $ 137,353 $ 136,320 Property, plant and equipment (191,369 ) (186,561 ) Prepaid and other insurance reserves (2,596 ) (2,561 ) Other — (1,985 ) Total deferred tax liabilities $ (193,965 ) $ (191,107 ) Net deferred tax liabilities $ (56,612 ) $ (54,787 ) All of our loss before taxes relates to domestic operations. Detailed below are the differences between the amount of the provision (benefit) for income taxes and the amount which would result from the application of the federal statutory rate to “Loss from continuing operations before provision (benefit) for income taxes”. 2018 2017 2016 (In Thousands) Benefit for income taxes at federal statutory rate $ (14,802 ) $ (24,868 ) $ (45,531 ) State current and deferred income tax benefit (4,089 ) (2,699 ) (4,452 ) Valuation allowance - Federal 14,604 — — Valuation allowance - State 4,112 7,651 11,855 Tax reform — (22,988 ) — Energy credit — — (888 ) Other 1,915 2,145 (2,940 ) Provision (benefit) for income taxes $ 1,740 $ (40,759 ) $ (41,956 ) 8. Income Taxes (continued) A reconciliation of the beginning and ending amount of uncertain tax positions is as follows: 2018 2017 2016 (In Thousands) Balance at beginning of year $ 618 $ 657 $ 259 Additions based on tax positions related to the current year — 11 454 Additions based on tax positions of prior years — — 4 Reductions for tax positions of prior years (41 ) (50 ) (60 ) Settlements — — — Balance at end of year $ 577 $ 618 $ 657 We expect that the amount of unrecognized tax benefits may change as the result of ongoing operations, the outcomes of audits, and the expiration of statute of limitations. This change is not expected to have a significant effect on our results of operations or financial condition. For 2018, 2017, and 2016, if recognized, the effect benefits would be insignificant. We record interest related to unrecognized tax positions in interest expense and penalties in operating other expense. We recognized $0.1 mill interest and penalties associated with unrecognized tax benefits in 2017 (minimal amounts in 2018 and 2016). At December 31, 2018 and 2017, approximately $0.2 million, respectively is accrued for interest and penalties LSB and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the 2015-2018 years |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases - We lease certain PP&E under non-cancelable operating leases. Future minimum payments on operating leases associated with our operations with initial or remaining terms of one year or more at December 31, 2018, are as follows: Operating Leases 2019 $ 6,674 2020 3,547 2021 2,364 2022 1,949 2023 1,696 Thereafter 2,530 Total minimum lease payments $ 18,760 Expenses associated with our operating lease agreements, including month-to-month leases, were $10,235,000 in 2018, $9,813,000 in 2 Purchase and Sales Commitments – We have the following significant purchase and sales commitments. UAN supply agreement – The Pryor Chemical Company (“PCC”) is party to an agreement with CVR. CVR has the exclusive right (but not the obligation) to purchase all the tons of UAN that are produced by PCC with certain limitations. If CVR fails to take delivery of certain tons, PCC pursuant to the terms of the agreement may immediately sell such unpurchased product to a third-party without restriction. The initial term of the agreement expires in May 2019, but includes automatic renewals for one or more additional one-year terms unless terminated by either party by delivering a notice of termination at least twelve months prior to the end of term in effect. However, CVR may unilaterally terminate the agreement upon 180 days’ advance written notice of termination to PCC; provided, however, that each party’s rights and obligations pertaining to UAN that CVR committed to purchase before such advance notice will survive termination. Additionally, PCC can terminate the CVR Purchase Agreement upon 90 days’ advance written notice of termination to CVR; provided, however, that each party’s rights and obligations pertaining to UAN that PCC committed to sell prior to such advance notice will survive termination. 9. Commitments and Contingencies (continued) Ammonia supply agreement – EDC is party to an agreement, as amended, with Koch Fertilizer under which Koch Fertilizer agrees to purchase, with minimum purchase requirements, the ammonia that (a) will be produced at the El Dorado Facility and (b) that is in excess of El Dorado’s needs. The term of the agreement expires in June 2020 but automatically continues for one or more additional one-year terms unless termin Covestro agreement – El Dorado Nitrogen LLC (“EDN”) and EDC, are party to an agreement (the “Covestro Agreement”) with Covestro. EDN operates the Baytown Facility located within Covestro’s chemical manufacturing complex . Under the terms of the Covestro Agreement, all of Covestro’s requirements for nitric acid for use in Covestro’s chemical manufacturing complex See discussions in Note 10 for our commitments relating to derivative contracts at December 31, 2018. Certain of our subsidiaries are parties to contracts to purchase natural gas for anticipated production needs at certain of our facilities. Since 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 and are documented as such, these contracts are exempt from the accounting and reporting requirements relating to derivatives. At December 31, 2018, we did not have any natural gas contracts that included volume purchase commitments with fixed costs. In addition, we had standby letters of credit outstanding of approximately $2.7 million at customers of $1.8 million f sales commitments at Dece Wastewater Pipeline Operating Agreement – EDC is party to an operating agreement for the right to use a pipeline to dispose its wastewater. EDC is contractually obligated to pay a portion of the operating costs of the pipeline, which portion is estimated to be $100,000 to $150,000 annually. The initial term of the operating agreement is through December 2053. Performance and Payment Bonds – We are contingently liable to sureties in respect of certain insurance bonds issued by the sureties in connection with certain contracts entered into by certain subsidiaries in the normal course of business. These insurance bonds primarily represent guarantees of future performance of our subsidiaries. As of December 31, 2018, we have agreed to indemnify the sureties for payments, up to $10 million, made by them in respect of such bonds. All of these insurance bonds are expected to expire or be renewed in 2019. Employment and Severance Agreements - We have employment and severance agreements with several of our officers. The agreements, as amended, provide for annual base salaries, bonuses and other benefits commonly found in such agreements. In the event of termination of employment due to a change in control (as defined in the agreements), the agreements provide for payments aggregating $6.2 million at December 31, 2018. Also see Note 15-Related Party Transactions. Settlement of a Gain Contingency - During 2018, we and a vendor mediated a settlement relating primarily to a business interruption claim caused by defective work performed by the vendor at our Pryor Facility. As a result of the settlement, the vendor paid us $4.0 million. As part of the settlement, we paid the vendor $0.5 million to settle $1.1 million of invoices that were held in our accounts payable. As a result, we recognized a recovery from this settlement totaling $4.6 million of which $4.4 million was classified as a reduction to cost of sales (primarily relating to our business interruption claim) and the remaining balance of $0.2 million 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. In connection with certain acquisitions, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses. In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to receive environmental permits that we need to operate. 9. 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. 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. We did not operate the natural gas wells where we previously owned a working interest and compliance with Environmental and Health Laws was controlled by others. We were responsible for our working interest proportionate share of the costs involved. As of December 31, 2018, our accrued liabilities for environmental matters totaled $183,000 relating primarily to the matters discussed below. It is reasonably possible that a change in the estimate of our liability could occur in the near term. Also, see discussion in Note 6 – Asset Retirement Obligations. 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 amount of effluents that can be discharged and control the method of such discharge. On October 5, 2017, 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 contains more restrictive discharge limits than the previous 2004 permit. These more restrictive limits could impose additional costs on the El Dorado Facility and may require the facility to make operational changes in order to meet these more restrictive limits. From time to time, the El Dorado Facility has had difficulty meeting the more restrictive dissolved minerals NPDES permit levels, primarily related to storm-water. We do not believe this matter regarding meeting the permit requirements as to the dissolved minerals is a continuing issue for the process wastewater as a result of the El Dorado Facility disposing its wastewater (beginning in September 2013) via a pipeline constructed by the City of El Dorado, Arkansas. In August 2017, ADEQ issued a final NPDES permit, which included new dissolved mineral limits as anticipated. However, EDC objected to the form of the permit specifically around the limits of storm-water runoff and filed an appeal in September 2017. In September 2018, ADEQ formalized a Consent Administrative Order (“CAO”) to resolve all outstanding permit violations and imposed a penalty in the amount of $124,000 In November 2006, the El Dorado Facility entered into a CAO that recognizes the presence of nitrate contamination in the shallow groundwater. The CAO requires 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 ADEQ’s review of the EDC proposed remedy is ongoing. Under the CAO, the ADEQ may require additional wells be added to the program or may allow EDC to remove wells from the program. 9. Commitments and Contingencies (continued) The cost of any additional remediation that may be required would be determined based on the results of the investigation and risk assessment, of which cost (or range of costs, if any,) cannot currently be reasonably estimated. Therefore, no liability has 2. Other Environmental Matters In 20 02, certain of o 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 p a one-half e cos Our subsidiary and Chevron have retained an environmental consultant to prepare and perform a corrective action study work plan as to the appropriate method to remediate the Hallowell Facility. The proposed strategy includes long-term surface and groundwater monitoring to track the natural decline in contamination. The KDHE is currently evaluating the corrective action strategy, and, thus, it is unknown what additional work the KDHE may require, if any, at this time. We accrued our allocable portion of costs primarily for the additional testing, monitoring and risk assessments that could be reasonably estimated, which 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 . 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. 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 this matter. In August 2015, the trial court dismissed plaintiff’s negligenc Subsequently, we and EDC have entered into confidential settlement agreements (with approval of our insurance carriers) with several . These settlements have been paid by the insurer as of December 31, 2018. While 2018, no liability 9. Commitments and Contingencies (continued) In May 2015, our subsidiary, EDC, was sued in the matter styled BAE Systems Ordinance Systems, Inc. et al. vs. El Dorado Chemical Company In 2015, a case styled Dennis Wilson vs. LSB Industries, Inc On October 11, 2018, LSB entered into a preliminary, binding term sheet to settle Dennis Wilson vs. LSB Industries, Inc A liability for the settlement amount has been accrued and a receivable for the loss recovery from our insurers for the settlement amount has been recognized as of December 31, 2018. 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 at our El Dorado Facility. Global is 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 intend to pursue recovery of any damage or loss caused by Global’s work performed at our El Dorado Facility. In March 2016, EDC and we were served a summons in a case styled Global Industrial, Inc. d/b/a Global Turnaround vs. Leidos Constructors, LLC et al., On September 25, 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 to the Court during the fall of 2018. The Court took the matter under advisement, will consider the evidence and render judgment. LSB intends to vigorously prosecute its claims against Leidos in Part (2) of the matter. A trial date for Part (2) of this matter is not yet set. 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. |
Derivatives Hedges and Financia
Derivatives Hedges and Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives Hedges and Financial Instruments | 10. Derivatives Hedges and Financial Instruments For the periods presented, the following significant instrument is accounted for on a fair value basis: Embedded Derivative 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 liabilit y. As the result of the financing transaction relating to the Senior Secured Notes and the letter agreement relating to the Series E Redeemable Preferred as discussed in Notes 7 and 11, we estimate that the contingent redemption features have fair value at December 31, 2018 since we estimate that it is probable that a portion of the shares of this preferred stock would be redeemed prior to October 25, 2023. For certain other embedded features, e estimated no fair value at December 31, 2018 based on our assessment that there is a remote probability that these features will be exercised. At December 31, 2018, 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 redemptions deemed probable during the same period and applying the effective dividend rate of the Series E Redeemable Preferred. At December 31, 2017, we estimated that contingent redemption features had no fair value based on a remote probability of redeeming any shares of this preferred stock prior to previous put date. In addition, at December 31, 2018 and 2017, the fair value of the embedded derivative incl 303,646 5.52 8.76 The following is a summary of the classifications of valuations of fair value: Level 1 - The valuations of contracts classified as Level 1 are based on quoted prices in active markets for identical contracts. At December 31, 2018 and 2017, we did not have any contracts classified as Level 1. Level 2 - The 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. At December 31, 2018 and 2017, we did not have any significant contracts classified as Level 2. Level 3 – The 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 December 31, 2018 and 2017, 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. In addition, no valuation input adjustments were considered necessary relating to nonperformance risk for the embedded derivative. The line items identified as “Other” relate to carbon credits issued by the Climate Action Reserve in relation to a greenhouse gas reduction program performed at the Baytown Facility. At December 31, 2018, the valuation ($2.35 per carbon credit) of the carbon credits and the contractual obligations associated with these carbon credits is classified as Level 3 and is based on the most recent sales transaction and reevaluated for market changes, if any, and on the range of ask/bid prices obtained from a broker adjusted for minimal market volume activity. we did have any carbon credits or related contractual obligations associated with carbon credits. The valuation is using undiscounted cash flows based on management’s assumption that the carbon credits would be sold, and the associated contractual obligations would be extinguished in the near term. 10. Derivatives Hedges and Financial Instruments (continued) The following details our assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 and 2017: Fair Value Measurements at December 31, 2018 Using Description Total Fair Value at December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value at December 31, 2017 (In Thousands) Assets - Supplies, prepaid items and other: Other $ 533 $ — $ — $ 533 $ — Total $ 533 $ — $ — $ 533 $ — Liabilities - Current and noncurrent accrued and other liabilities: Embedded derivative $ (1,642 ) $ — $ — $ (1,642 ) $ (2,660 ) Other (533 ) — — (533 ) — Total $ (2,175 ) $ — $ — $ (2,175 ) $ (2,660 ) The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Assets Liabilities 2018 2017 2016 2018 2017 2016 (In Thousands) Beginning balance $ — $ — $ 1,154 $ (2,660 ) $ (2,557 ) $ (1,154 ) Transfers into Level 3 — — — — — (5,817 ) Transfers out of Level 3 — — — — — — Total realized and unrealized gains (losses) included in operating results 2,214 2,031 1,256 (606 ) (1,690 ) 802 Purchases — — — — — — Issuances — — — (229 ) — — Sales (1,681 ) (2,031 ) (2,410 ) — — — Settlements — — — 1,320 1,587 3,612 Ending balance $ 533 $ — $ — $ (2,175 ) $ (2,660 ) $ (2,557 ) Total gains (losses) for the period included in operating results attributed to the change in unrealized gains or losses on assets and liabilities still held at the reporting date $ 533 $ — $ — $ (1,780 ) $ (103 ) $ (983 ) 10. Derivatives Hedges and Financial Instruments (continued) Net gains (losses) included in operating results and the statement of operations classifications are as follows: 2018 2017 2016 (In Thousands) Total net gains (losses) included in operating results: Cost of sales - Undesignated commodities contracts $ — $ — $ 140 Cost of sales - Undesignated foreign exchange contracts — — 5 Other income, net - Other 361 444 532 Non-operating other income (expense) - embedded derivative 1,247 (103 ) (983 ) Total net gains (losses) included in operating results $ 1,608 $ 341 $ (306 ) At December 31, 2018 and 2017, we did not have any financial instruments with fair values significantly different from their carrying amounts (excluding issuance costs, if applicable). 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. Also, see discussions concerning the utilization of fair value in conjunction with the evaluation certain assets and liabilities initially accounted for on a fair value basis unde r Note 6 – |
Securities Financing Including
Securities Financing Including Redeemable Preferred Stocks | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Securities Financing Including Redeemable Preferred Stocks | 11. Securities Financing Including Redeemable Preferred Stocks Securities Purchase Agreement Including Redeemable Preferred Stocks In December 2015 and pursuant to a securities purchase agreement between LSB and LSB Funding LLC (the “Purchaser”) and Security Benefit Corporation, a Kansas corporation, both of which were unrelated third parties, LSB sold to the Purchaser: • $210,000,000 of the Series E Redeemable Preferred, • warrants to purchase 4,103,746 shares of common stock, par value $0.10 (the “Warrants”), and • one share of Series F Redeemable Class C preferred stock (the “Series F Redeemable Preferred”). In connection with the closing of the Private Placement (the “Closing”), we entered into • the Certificate of Designations setting forth the rights, preferences, privileges and restrictions applicable to the Series E Redeemable Preferred and Series F Redeemable Preferred, as filed with the Secretary of State of the State of Delaware; • a Registration Rights Agreement by and between LSB and LSB Funding, which agreement expired in December 2018; and • an amendment to renewed rights agreement, which amended agreement expired in January 2019 and we do not intend to renew the agreement. The Series E and Series F Redeemable Preferred and Warrants were recorded at fair value upon issuance, net of issuance costs or discounts. The valuations were classified as Level 3. The Warrants were valued based on a Black-Scholes-Merton option pricing model and a Finnerty model to determine the estimated discount for lack of marketability. The Series E Redeemable Preferred was valued with discounted cash flow models that calculated the present value of future cash flows using possible redemption scenarios and using published market yields for publicly traded unsecured fixed income securities with similar credit ratings. No valuation input adjustments were considered necessary relating to the nonperformance risk for the Warrants or Series E Redeemable Preferred. Based on the terms of the Series F Redeemable Preferred, we determined that this share had minimal economic value. Series E Redeemable Preferred During 2016, we redeemed 70,232 shares of the Series E Redeemable Preferred (the “Series E Redemption”) for approximately $80 million, which included $78.3 million for the liquidation preference of $1,000 per share, plus accumulated dividends and $1.7 million for the participation rights value associated with the Series E Redemption. The Series E Redemption was funded from a portion of the proceeds from the sale of our Climate Control Business. 11. Securities Financing Including Redeemable Preferred Stocks (continued) During 2018, in connection with the issuance and sale of the Senior Secured Notes (the “Financing Transaction”) as discussed in Note 7, we entered into a letter agreement with the holder of our Series E Redeemable Preferred. The letter agreement The Series E COD authorizes 139,768 shares of Series E Redeemable Preferred, which is the number of shares outstanding at December 31, 2018. The transaction associated with the letter agreement was determined to be a non-substantial modification. As a result, and as included in the table below, a fee paid to the holder was deferred (reducing the Series E Redeemable Preferred balance) and will be periodically accreted using the interest method through October 25, 2023, the earliest possible redemption date by the holder. In addition, the letter agreement included a contingent redemption feature, which was bifurcated from the Series E Redeemable Preferred based on the estimated fair value. This redemption feature is included in the embedded derivative as discussed in Note 10. With respect to the distribution of assets upon liquidation, dissolution or winding up of LSB, whether voluntary or involuntary, the Series E Redeemable Preferred ranks (i) senior to the common stock, the Series B 12% Cumulative Convertible Preferred Stock, the Series D 6% Cumulative Convertible Class C Preferred Stock, the Series 4 Junior Participating Class C Preferred Stock and any other class or series of stock of LSB (other than Series E Redeemable Preferred) that ranks junior to the Series E Redeemable Preferred either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation (the “Junior Stock”); (ii) on a parity with the other shares of Series E Redeemable Preferred and any other class or series of stock of LSB (other than Series E Redeemable Preferred) created after the date of the Series E COD (that specifically ranks pari passu to the Series E Redeemable Preferred) and (iii) junior to any other class or series of stock of LSB created after the date of the Series E COD that specifically ranks senior to the Series E Redeemable Preferred. The Series E Redeemable Preferred has a 14% annual dividend rate and a participating right in dividends and liquidating distributions equal to 303,646 shares of common stock as of December 31, 2018. Generally, the holders of the Series E Redeemable Preferred Shares (the “Series E Holders”) will not have any voting rights or powers, and consent of the Series E Holders will not be required for taking of any action by us. However, the Series E Holders’ consent is required for • amendments to increase or decrease the authorized amount of Series E Redeemable Preferred, • the creation or increase of any shares of any class or series of capital stock of LSB ranking pari passu with or senior to the Series E Redeemable Preferred, or • any amendment that adversely affect the powers, preferences or special rights of the Series E Redeemable Preferred. Dividends accrue semi-annually in arrears and are compounded. Dividends are payable only when and if declared by the Board of Directors (the “Board”). Additionally, we must declare a dividend on the Series E Redeemable Preferred on a pro rata basis with the common stock. As long as LSB Funding holds at least 10% of the Series E Redeemable Preferred, we may only declare dividends on Junior Stock unless and until dividends have been declared and paid on the Series E Redeemable Preferred for the then current dividend period in cash. The Series E Redeemable Preferred has a liquidation preference per share of $1,000 plus accrued and unpaid dividends plus the participation rights value. The participation rights value is the product of the pro rata number of Series E Redeemable Preferred shares being redeemed and the price of our common stock as of such date. 11. Securities Financing Including Redeemable Preferred Stocks (continued) At any time on or after October 25, 2023 In the event of liquidation, the Series E Redeemable Preferred is entitled to receive its Liquidation Preference before any such distribution of assets or proceeds is made to or set aside for the holders of our common stock and any other Junior Stock. In the event of a change of control, we must make an offer to purchase all of the shares of Series E Redeemable Preferred outstanding. The Series E Redeemable Preferred is redeemable outside of our control and is therefore classified as temporary/mezzanine equity. As a result of an analysis performed on the embedded derivatives within the Series E Redeemable Preferred, certain contingent redemption features were determined to not be clearly and closely related to the debt-like host and also did not meet any other scope exceptions for derivative accounting. Therefore, these redemption features and participation rights value are being accounted for as derivative instruments and the fair value of these derivative instruments were bifurcated from the Series E Redeemable Preferred and recorded as a liability. See discussion in Note 10. Series F Redeemable Preferred The Series F COD authorizes one (1) shares of Series F Redeemable Preferred. The Series F Redeemable Preferred had voting rights (the “Series F Voting Rights”) to vote as a single class on all matters which the common stock have the right to vote and was entitled to a number of votes equal to 4,559,971 shares of our common stock, but, the number of votes that may be cast by the Series F Redeemable Preferred was reduced automatically to 456,225 shares of common stock upon the exercise of the warrants during 2016 as discussed below. With respect to the distribution of assets upon liquidation, dissolution or winding up of LSB, whether voluntary or involuntary, the Series F Redeemable Preferred ranks (i) senior to our common stock and (ii) ranks junior to LSB’s Series B 12% Cumulative Convertible Preferred Stock, Series D 6% Cumulative Convertible Class C Preferred Stock, Series 4 Junior Participating Class C Preferred Stock, Series E Redeemable Preferred and any other class or series of stock of LSB after the date of the Series F COD that specifically ranks senior to the Series F Redeemable Preferred. The Series F Redeemable Preferred will be automatically redeemed by LSB, in whole and not in part, for $0.01 immediately following the date upon which the Series F Voting Rights have been reduced to zero. In the event of liquidation, the Series F Redeemable Preferred is entitled to receive its liquidation preference of $100 before any such distribution of assets or proceeds is made to or set aside for the holders of our common stock and any other stock junior to the Series F Redeemable Preferred. Changes in our Series E and Series F Redeemable Preferred are as follows: Series Series F Redeemable Preferred Shares Amount Shares Amount (Dollars In Thousands) Balance at December 31, 2017 139,768 $ 174,959 1 $ — Fees associated with letter agreement (2,776 ) — — Bifurcation of embedded derivative (229 ) — — Accretion relating to liquidation preference on preferred stock — 2,153 — — Accretion for discount and issuance costs on preferred stock — 1,222 — — Accumulated dividends — 26,840 — — Balance at December 31, 2018 139,768 $ 202,169 1 $ — 11. Securities Financing Including Redeemable Preferred Stocks (continued) Warrants In conjunction with the issuance of the Series E and Series F Redeemable Preferred in December 2015 to the Purchaser, we issued warrants to the Purchaser to purchase 4,103,746 shares of common stock. Each warrant afforded the holder the opportunity to purchase one share of common stock at a warrant exercise price of $0.10. During 2016, all of the Warrants were exercised by the holder in a cashless exercise resulting in the issuance of 4,103,746 shares of our common stock, of which 34,422 shares of common stock were surrendered (shares classified as treasury stock) by the holder in payment of the exercise price. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity 2016 Long Term Incentive Plan – During 2016, our Board adopted our 2016 Long Term Incentive Plan (the “2016 Plan”), which plan was approved by our shareholders at our annual meeting of shareholders held on June 2, 2016. The effective date of the 2016 Plan is April 19, 2016 and no awards may be granted under the 2016 Plan on and after the tenth anniversary of its effective date. In addition, no or our Outside Directors Stock Purchase Plan (the “Outside Director Plan”) on or after the effective date of the 2016 Plan. Any awards that remain outstanding under the 2008 Plan or the Outside Director Plan will continue to be governed by the respective plan’s terms and the terms of the specific award agreement, as applicable. The maximum aggregate number of shares reserved and available for issuance under the 2016 Plan shall not exceed 2,750,000 The 2016 Plan will be administered by the compensation committee (the “Committee”) The following may be granted by the Committee under the 2016 Plan: Stock Options – The Committee may grant either incentive stock options or non-qualified stock options. The Committee sets option exercise prices and terms, except that the exercise price of a stock option may be no less than 100% of the fair market value, as defined in the 2016 Plan, of the shares on the date of grant. At the time of grant, the Committee will have sole discretion in determining when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years subject to certain conditions. 12. Stockholders’ Equity (continued) Stock Appreciation Rights (“SARs”) – The Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2016 Plan or on a stand-alone basis. SARs are the right to receive payment per share of the SAR exercised in stock or in cash equal to the excess of the share’s fair market value, as defined in the 2016 Plan, on the date of exercise over its fair market value on the date the SAR was granted. Exercise of a SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related stock option to the extent of the SAR exercise. Stock Awards, Restricted Stock, Restricted Stock Units, and Other Awards – The Committee may grant awards of restricted stock, restricted stock units, and other stock and cash-based awards, which may include the payment of stock in lieu of cash (including cash payable under other incentive or bonus programs) or the payment of cash (which may or may not be based on the price of our common stock). Stock Incentive Plans - The following information relates to our long-term incentive plans: December 31, 2018 2016 Plan 2008 Plan Maximum number of securities for issuance 2,750,000 Number of awards available to be granted (1) 1,825,150 Number of unvested restricted stock/restricted stock units outstanding 597,533 210,266 Number of options outstanding — 124,000 Number of options exercisable — 100,620 (1) Includes 2008 Plan shares canceled, forfeited, expired unexercised, which became available for reissuance under the 2016 Plan after the effective date of the 2016 Plan. Restricted Stock and Restricted Stock Units – During 2018, 2017, and 2016, the Committee approved various grants under the 2016 Plan of shares of restricted stock to certain executives and employees. Most of these shares vest at the end of each one-year period at the rate of one-third per year for three years while a portion of these grants vest 100% at the end of three years. The unvested restricted shares carry dividend and voting rights. 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. The unvested shares carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting. During 2016 , four employees surrendered a total of 280,000 shares of stock options previously granted under the 2008 Plan. These employees were also granted shares of restricted stock. These transactions were accounted for as modifications of stock awards. The total incremental fair value of these modified awards (additional compensation cost) was approximately $1.5 million and will be recognized on a straight-line basis over the requisite service period of three years. During 2018, 2017 and 2016, the Committee approved the grant of shares of restricted stock units (“RSU”) to our non-employee directors for payment of a portion of their director fees under the 2016 Plan. Each RSU represents a right to receive one share of our common stock following the grant date and are non-forfeitable. Vesting occurs upon the earliest to occur: (i) the director’s separation from service, (ii) the third anniversary of the grant date, or (iii) the occurrence of a change of control as defined by the agreement. Based on terms of the RSU agreements, the grant date fair value was recognized as stock-based compensation expense (SG&A) on the grant date in 2018, 2017 and 2016. On December 30, 2018, the Committee approved the grant of 210,602 shares of performance-based restricted stock (“PBRS”) to certain executives. However, key information to finalize the performance targets and range of vesting shares are based on projections which required approval from the Board. As the approval was obtained in early January, the grant date for financial reporting purposes is January 2019. Therefore, these PBRS shares are not reflected in the information below. 12. Stockholders’ Equity (continued) A summary of restricted stock activity during 2018 is presented below: Restricted Stocks Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Unvested restricted stock outstanding at beginning of year 1,189,473 $ 7.51 43,764 $ 11.42 Granted 369,350 $ 5.47 35,511 $ 5.28 Vested (806,927 ) $ 9.11 (10,941 ) $ 11.42 Cancelled or forfeited (12,431 ) $ 6.20 — $ — Unvested restricted stock outstanding at end of year 739,465 $ 7.79 68,334 $ 8.23 Restricted Stock 2018 2017 2016 Shares of restricted stock granted 369,350 469,465 850,771 Total fair value of restricted stock granted $ 2,019,000 $ 4,277,000 $ 6,652,000 Weighted-average fair value per restricted stock granted during year $ 5.47 $ 9.11 $ 7.82 Stock-based compensation expense - Cost of sales $ 385,000 $ 312,000 $ 240,000 Stock-based compensation expense - SG&A (1) $ 7,574,000 $ 3,987,000 $ 2,773,000 Income tax benefit $ (398,000 ) $ (1,659,000 ) $ (1,157,000 ) Total weighted-average remaining vesting period in years 1.78 1.95 2.41 Total fair value of restricted stock vested during the year $ 7,355,000 $ 3,124,000 $ 2,579,000 (1) S ee Note 15-Related Party Transactions. Restricted Stock Units 2018 2017 2016 Shares of restricted stock units granted 35,511 37,992 27,654 Total fair value of restricted stock unit granted $ 187,000 $ 375,000 $ 375,000 Weighted-average fair value per restricted stock unit granted during year $ 5.28 $ 9.87 $ 13.56 Stock-based compensation expense - SG&A $ 187,000 $ 375,000 $ 375,000 Income tax benefit $ (34,000 ) $ (115,000 ) $ (144,000 ) Total weighted-average remaining vesting period in years 1.75 3.05 2.50 Total fair value of restricted stock vested during the year $ 125,000 $ 250,000 $ — Stock Options – No stock options have been granted under the 2016 Plan during 2018, 2017 or 2016. As it relates to stock options granted under the 2008 plan, the exercise price of the outstanding options granted were equal to the market value of our common stock at the date of grant and vest at the end of each one-year period at the rate of 16.5% per year for the first five years and the remaining unvested options will vest at the end of the sixth year. The fair value for of the stock options granted under the 2008 Plan were estimated, using an option pricing model, as of the date of the grant, which date was also the service inception date. The following table summarizes information about these granted stock options: 2018 2017 2016 Total weighted-average remaining vesting period in years 1.05 1.53 2.25 Stock-based compensation expense - Cost of Sales $ 141,000 $ 317,000 $ 321,000 Stock-based compensation expense - SG&A $ 71,000 $ 108,000 $ 836,000 Income tax benefit $ (54,000 ) $ (164,000 ) $ (444,000 ) 12. Stockholders’ Equity (continued) At December 31, 2018, the total stock-based compensation expense not yet recognized is $3,228,000, relating The following information relates to our stock options: 2018 Shares Weighted-Average Exercise Price Outstanding at beginning of year 206,210 $ 30.34 Granted — $ — Exercised (2,525 ) $ 7.86 Forfeited or expired (79,685 ) $ 25.59 Outstanding at end of year 124,000 $ 33.86 Exercisable at end of year 100,620 $ 33.97 2018 2017 2016 Total intrinsic value of options exercised during the year $ — $ — $ 216,000 Total fair value of options vested during the year $ 169,000 $ 451,000 $ 469,000 Stock Options Outstanding At December 31, 2018 Exercise Prices Shares Outstanding Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price Intrinsic Value of Shares Outstanding $ 33.36 70,000 3.34 $ 18.83 — $ 34.50 54,000 1.27 $ 15.02 — $ 33.36 - $ 34.50 124,000 4.61 $ 33.85 $ — Stock Options Exercisable At December 31, 2018 Exercise Prices Shares Outstanding Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price Intrinsic Value of Shares Outstanding $ 33.36 46,620 2.74 $ 15.46 — $ 34.50 54,000 1.57 $ 18.52 — $ 33.36 - $ 34.50 100,620 4.31 $ 33.98 $ — Other – As of December 31, 2018, we have reserved 1.4 million shares of common stock issuable upon potential conversion of preferred stocks and equity awards pursuant to their respective terms. |
Non-Redeemable Preferred Stock
Non-Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Non-Redeemable Preferred Stock | 13. Non-Redeemable Preferred Stock Series Non-Redeemable B Preferred – The 20,000 shares of Series B 12% cumulative, convertible preferred stock (“Series B Preferred”), $100 par value, are convertible, in whole or in part, into 666,666 shares of our common stock (33.3333 shares of common stock for each share of preferred stock) at any time at the option of the holder and entitle the holder to one vote per share. The Series B Preferred provides for annual cumulative dividends of 12% ($12.00 per share) from date of issue, payable when and as declared. All of the outstanding shares of the Series B Preferred are owned by the Golsen Holders. 13. Non-Redeemable Preferred Stock (continued) Series Non-Redeemable D Preferred – The 1,000,000 shares of Series D 6% cumulative, convertible Class C preferred stock (“Series D Preferred”) have no par value and are convertible, in whole or in part, into 250,000 shares of our common stock (1 share of common stock for 4 shares of preferred stock) at any time at the option of the holder. Dividends on the Series D Preferred are cumulative and payable annually in arrears at the rate of 6% per annum ($0.06 per share) of the liquidation preference of $1.00 per share. Each holder of the Series D Preferred shall be entitled to .875 votes per share. All of the outstanding shares of Series D Preferred are owned by the Golsen Holders. See discussions concerning dividends on the Series B and D Preferred in Note 15 – Related Party Transactions. Other – At December 31, 2018, we are authorized to issue an additional 230,000 shares of $100 par value preferred stock and an additional 3,860,000 shares of no-par value preferred stock. Upon issuance, our Board will determine the specific terms and conditions of such preferred stock. |
Executive Benefit Agreement, Em
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements | 14. Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements We are party to death benefit agreement (“2005 Agreement”) with Jack E. Golsen, who retired as discussed in Note 15-Related Party Transactions. The 2005 Agreement provides that, upon Mr. Golsen’s death, we will pay to the designated beneficiary, a lump-sum payment of $2,500,000 to be funded from the net proceeds received by us under certain life insurance policies on his life that are owned by us. We are obligated to keep in existence life insurance policies with a total face amount of no less than $2,500,000 of the stated death benefit. The following table includes information about these agreements: December 31, 2018 2017 (In Thousands) Total undiscounted death benefit $ 2,500 $ 2,424 Total accrued death benefit $ 2,585 $ 2,533 December 31, 2018 2017 2016 (In Thousands) Costs (recovery of costs) associated with executive benefit included in SG&A, net (1) $ 17 $ 9 $ (341 ) (1) During 2016, the employment of certain executives were terminated, resulting in the forfeiture of the respective benefits. As a result of this event, the accrual for this estimated benefit was derecognized resulting in a net recovery of costs associated with certain executive benefits. The accrued executive benefit under the 2005 Agreement is included in noncurrent accrued and other liabilities. We accrue for such liabilities when they become probable and discount the liabilities to their present value. To assist us in funding the 2005 Agreement and for other business reasons, we purchased life insurance policies on various individuals in which we are the beneficiary. Some of these life insurance policies have cash surrender values that we have borrowed against. The net cash surrender values of these policies are included in other assets. 14. Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements (continued) The following table summarizes certain information about these life insurance policies. December 31, 2018 2017 (In Thousands) Total face value of life insurance policies $ 4,500 $ 4,500 Total cash surrender values of life insurance policies $ 1,656 $ 1,804 Loans on cash surrender values (1,559 ) (1,482 ) Net cash surrender values $ 97 $ 322 2018 2017 2016 (In Thousands) Cost of life insurance premiums $ 54 $ 14 $ 481 Decreases (increases) in cash surrender values 149 162 (51 ) Net cost of life insurance premiums included in SG&A $ 203 $ 176 $ 430 Employee Savings Plans - We sponsor a savings plan under Section 401(k) of the Internal Revenue Code under which participation is available to substantially all full-time employees. We do not presently contribute to this plan except for certain employees, which amounts were not material for each of the three years ended December 31, 2018. Beginning in January 2019, we will begin matching 50% of an employee’s contribution, up to 6%, for substantially all full-time employees. Collective Bargaining Agreements - As of December 31, 2018, we employed 576 persons, 193 of whom are represented by unions under agreements, which will expire in July of 2019 through July of 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions During 2018, we sold $50.0 million and $0.5 million principal amount of notes to an affiliate of Security Benefit Corporation (“SBC”) and Daniel D. Greenwell, respectively, associated with the issuance and sale of the Senior Secured Notes discussed in footnote (B) of Note 7. As discussed in Note 11, we paid a fee of $2.7 million to an affiliate of SBC relating to the letter agreement amending the terms of the Series E Redeemable Preferred. As discussed in Note 11, all outstanding shares of the Series E and Series F Redeemable Preferred are held by this affiliate. Pursuant to the terms of the Board Representation and Standstill Agreement, our Board includes two directors that are employees of SBC and affiliates. During 2018, 2017 and 2016, we incurred director fees associated with these directors totaling approximately $0.3 million for each respective year. Effective December 30, 2018, Daniel D. Greenwell elected not to enter into a new employment agreement and resigned from the Board and his roles as Chairman and our Chief Executive Officer. Subject to the execution of a release agreement, which was executed in January 2019, Mr. Greenwell was entitled to certain severance benefits pursuant to the terms of his employment agreement. At December 31, 2018, our accrued and other liabilities include approximately $2.8 million relating primarily to severance benefits owed to Mr. Greenwell. In addition, approximately $2.7 million of share-based compensation was incurred due to the accelerated vesting of 312,369 shares of restricted stock. No dividends were declared during 2018, 2017 and 2016. At December 31, 2018, accumulated dividends on the Series B and Series D Preferred totaled approximately $978,000. During 2018, 2017 and 2016, we incurred director fees associated with Barry H. Golsen totaling approximately $0.1 million for each respective year. As the result of Jack E. Golsen (“J. Golsen”) informing the Board of his election to retire as Executive Chairman effective December 31, 2017, we determined not to extend the employment agreement with J. Golsen beyond its current term expiring on December 31, 2017 (the “Retirement Date”) and, in accordance with the terms his employment agreement, delivered a notice of non-renewal to J. Golsen. J. Golsen will remain a member of the Board and, following the Retirement Date, will have the title of Chairman Emeritus. 15. Related Party Transactions (continued) During 2017, we entered into a transition agreement (the “Transition Agreement”) with J. Golsen that commenced on January 1, 2018 and end upon the earlier of his death or a change in control as defined in the Transition Agreement. During the term, J. Golsen will receive an annual cash retainer of $480,000 and an additional monthly amount of $4,400 to cover certain expenses. In accordance with the terms of the Transition Agreement, we will also reimburse J. Golsen for his cost of certain medical insurance coverage until his death. Effective as of the Retirement Date, our existing severance agreement with J. Golsen will terminate. In consideration for his services, including as Chairman Emeritus, we will pay J. Golsen a one-time payment equal to $2,320,000 upon the consummation of a change in control that occurs prior to his death. During 2017, a death benefit agreement with J. Golsen was terminated pursuant to the terms of the agreement that allowed us to terminate at any time and for any reason prior to the death of the employee. As a result, the liability of approximately $1.4 million for the estimated death benefit associated with this agreement was extinguished and derecognized with the offset classified as operating other income in 2017. During 2017, we sold our engineered products business (industrial machinery and related components) to Industrial Acquisitions LLC and Industrial Products LLC (both entities are owned by immediate family members of J. Golsen) for $ which sale resulted in a loss of approximately $0.8 million, During 2016, we entered into a consulting agreement with Steven J. Golsen (“S. Golsen”), son of J. Golsen and former employee and President and Chief Operating Officer of the Climate Control Business. Pursuant to the terms of the agreement, S. Golsen provided services relating to the sale of the Climate Control Business and subsequent services to improve the transition process from LSB to NIBE. The total consulting fee was approximately $0.4 million and the term of the agreement was for 2 years through May 2018. During 2016, we executed agreements, sold and assigned our rights in certain life insurance policies owned by us as beneficiary. The purchase price of these policies was the cash surrender value at the time of purchase. These policies insured our two Board members, J. Golsen and Barry H. Golsen and a former employee, S. Golsen. We received approximately $1.7 million from the sale of these life insurance policies. During 2016, we incurred consulting fees of approximately $0.1 million from one of our Board members, Mr. Richard Sanders. These fees relate to services performed by Mr. Sanders as an Interim Executive Vice President, Chemical Manufacturing, which involved the oversight of our chemical plant operations during this time period. On August 1, 2016, these consulting services ceased when we appointed Mr. John Diesch in this executive position. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 16. Supplemental Cash Flow Information The following provides additional information relating to cash flow activities: 2018 2017 2016 (In Thousands) Cash payments (refunds) for: Interest on long-term debt and other, net of capitalized interest $ 35,719 $ 34,274 $ 28,049 Income taxes, net $ (1,138 ) $ (674 ) $ (2,611 ) Noncash investing and financing activities: Incentive tax credit receivable associated with property, plant and equipment $ — $ 8,125 $ — Supplies and accounts payable associated with additions of property, plant and equipment $ 16,484 $ 17,105 $ 16,056 Dividend accrued on redeemable preferred stock $ 26,840 $ 23,443 $ 19,733 Accretion of redeemable preferred stock $ 3,375 $ 6,487 $ 6,546 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 17. Discontinued Operations During 2016, LSB completed the sale of all the stock of Climate Control Group Inc. (an indirect subsidiary that conducted LSB’s Climate Control Business) pursuant to the terms of the stock purchase agreement. Additionally, pursuant to the stock purchase agreement, we agreed to have a certain portion of the purchase price proceeds deposited in an indemnity escrow account. In conjunction with the Climate Control Business sale, we entered into a transition services agreement (“TSA”), pursuant to which, among other things, we agreed to provide certain information technology, payroll, legal, tax and other general services, which services have been completed. At December 31, 2017 our accounts receivable included approximately $2.7 million relating to the sale of our Climate Control Business representing an indemnity escrow balance which balance was received in 2018. Summarized results of discontinued operations are as follows for: Year Ended December 31, 2017 2016 (In Thousands) Net sales $ — $ 138,609 Cost of sales — 93,178 Selling, general and administrative expense — 32,719 Transaction costs — 2,535 Other expense (income), net — 175 Income from operations of discontinued operations — 10,002 Gain on sale of discontinued operations 2,595 281,990 Provision for income taxes 1,519 91,691 Income from discontinued operations, net of taxes $ 1,076 $ 200,301 Summarized condensed cash flow information of discontinued operations is as follows: Year Ended December 31, 2017 2016 (In Thousands) Deferred income taxes $ 2,461 $ 88,356 Depreciation and amortization of property, plant and equipment $ — $ 1,607 Stock-based compensation $ — $ 955 Expenditures for property, plant and equipment $ — $ 273 Software and software development costs $ — $ 675 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Supplementary Information Summarized unaudited quarterly financial data for 2018 and 2017 are as follows. Three months ended March 31 June 30 September 30 December 31 (In Thousands, Except Per Share Amounts) 2018 Net sales $ 100,450 $ 103,199 $ 79,781 $ 94,730 Gross profit (loss) (1) $ 10,093 $ 3,073 $ (9,742 ) $ 12,411 Net loss (1) (2) $ (5,591 ) $ (27,506 ) $ (26,084 ) $ (13,045 ) Net loss attributable to common stockholders $ (13,603 ) $ (35,011 ) $ (33,422 ) $ (20,705 ) Basic and dilutive loss per common share: $ (0.49 ) $ (1.27 ) $ (1.22 ) $ (0.75 ) 2017 Net sales $ 123,344 $ 122,853 $ 92,390 $ 88,917 Gross profit (loss) (1) $ 11,615 $ 11,340 $ (7,285 ) $ (10,204 ) Net income (loss) (1) (2) $ (5,986 ) $ (7,033 ) $ (17,112 ) $ 914 Net loss attributable to common stockholders $ (13,196 ) $ (14,515 ) $ (24,745 ) $ (6,991 ) Income (loss) per common share: Basic and dilutive: Loss from continuing operations $ (0.48 ) $ (0.53 ) $ (0.91 ) $ (0.30 ) Income from discontinued operations, net of taxes — — — 0.04 Net income (loss) $ (0.48 ) $ (0.53 ) $ (0.91 ) $ (0.26 ) LSB Industries, Inc. Supplementary Financial Data Quarterly Financial Data (Unaudited) ( 1 ) The following income (expense) items impacted gross profit (loss) and net income (loss): Three months ended March 31 June 30 September 30 December 31 (In Thousands) Recovery from a settlement with a vendor 2018 $ — $ — $ — $ 4,419 Turnaround expense: (A) 2018 $ (302 ) $ (1,412 ) $ (7,939 ) $ (116 ) 2017 $ — $ (120 ) $ (1,098 ) $ (102 ) Recovery of precious metals: 2017 $ — $ 2,905 $ — $ — ( 2 ) The following income (expense) items impacted net income (loss): Loss on extinguishment of debt 2018 $ — $ — $ (5,951 ) $ — Interest expense, net: 2018 $ (9,306 ) $ (11,693 ) $ (11,009 ) $ (11,056 ) 2017 $ (9,358 ) $ (9,292 ) $ (9,291 ) $ (9,326 ) Severance benefits and accelerated stock-based compensation 2018 $ — $ — $ — $ (5,300 ) Benefit (provision) for income taxes: 2018 $ 922 $ (4,324 ) $ 2,426 $ (764 ) 2017 $ 1,282 $ 2,761 $ 6,698 $ 30,018 Income from discontinued operations, net of taxes 2017 $ — $ — $ — $ 1,076 (A) Turnaround expenses do not include the impact on operating results relating to lost absorption or reduced margins due to the associated plants being shut down . |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Years ended December 31, 2018, 2017, and 2016 (In Thousands) Description (1) Balance at Beginning of Year Additions- Charges to (Recovery of) Costs and Expenses Deductions- Write- offs/Costs Incurred Balance at End of Year Accounts receivable - allowance for doubtful accounts: 2018 $ 303 $ 124 $ 76 $ 351 2017 $ 357 $ (54 ) $ — $ 303 2016 $ 525 $ 80 $ 248 $ 357 Supplies-reserve for slow-moving items: 2018 $ 15 $ — $ — $ 15 2017 $ 15 $ — $ — $ 15 2016 $ 928 $ — $ 913 $ 15 Notes receivable - allowance for doubtful accounts: 2016 $ 970 $ — $ 970 $ — Deferred tax assets - valuation allowance: 2018 $ 26,920 $ 21,042 $ 2,336 $ 45,626 2017 $ 13,128 $ 13,792 $ — $ 26,920 2016 $ 1,242 $ 11,886 $ — $ 13,128 (1) Deducted in the consolidated balance sheet from the related assets to which the reserve applies. Other valuation and qualifying accounts are detailed in our notes to consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation – LSB Industries, Inc. (“LSB”) and its subsidiaries (the “Company”, “We”, “Us”, or “Our”) are consolidated in the accompanying 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. |
Nature of Business | 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 four 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 (the “Baytown Facility”). 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. Other products consisted of natural gas sales from our working interests in certain natural gas properties of our former subsidiary Zena Energy L.L.C. (“Zena”) and sales of industrial machinery and related components, which were sold during 2017. During 2016, LSB completed the sale of all of the stock of Climate Control Group Inc. (an indirect subsidiary that conducted LSB’s Climate Control Business) pursuant to the terms of a stock purchase agreement as discussed in Note 17 – Discontinued Operations. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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. |
Cash and Cash Equivalents | Cash and Cash Equivalents – Investments, which consist of highly liquid investments with original maturities of three months or less, are considered cash equivalents. |
Accounts Receivable | Accounts Receivable – Our accounts receivable are stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on accounts receivable balances. Our estimate is based on historical experience and periodic assessment of outstanding accounts receivable, particularly those accounts that are past due (based upon the terms of the sale). Our periodic assessment of our accounts receivable is based on our best estimate of amounts that are not recoverable. Sales to our customers are generally unsecured. Credit is extended to customers based on an evaluation of the customer’s financial condition and other factors. Concentrations of credit risk with respect to trade receivables are monitored and this risk is reduced due to short-term payment terms relating to most of our significant custom ers. Six customers (including their affiliates) account for approximately 39% of our total net receivables (excluding the receivable amount related to the Wilson Settlement Agreement discussed in Note 9) at December 31, 2018 |
Inventories | Inventories – Inventories are stated at the lower of cost (determined using the first-in, first-out (“FIFO”) basis) or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, transportation or disposal. Finished goods include material, labor, and manufacturing overhead costs. Because cost exceeded the net realizable value, inventory reserves were $278,000 and $ |
Property, Plant and Equipment | 1. Summary of Significant Accounting Policies (continued) Property, Plant and Equipment – Property, plant and equipment (“PP&E”) are stated at cost, net of accumulated depreciation, depletion and amortization (“DD&A”). Leases meeting capital lease criteria are capitalized in PP&E. Major renewals and improvements that increase the life, value, or productive capacity of assets are capitalized in PP&E while maintenance, repairs and minor renewals are expensed as incurred. In addition, maintenance, repairs and minor renewal costs relating to planned major maintenance activities (“Turnarounds”) are expensed as they are incurred. All long-lived assets relate to domestic operations. Fully depreciated assets are retained in PP&E and accumulated DD&A accounts until disposal. When PP&E are retired, sold, or otherwise disposed, the asset’s carrying amount and related accumulated DD&A are removed from the accounts and any gain or loss is included in other income or expense. For financial reporting purposes, depreciation of the costs of PP&E is primarily computed using the straight-line method over the estimated useful lives of the assets. No provision for depreciation is made on construction in progress or capital spare parts until such time as the relevant assets are put into service. In general, assets held for sale are reported at the lower of the carrying amounts of the assets or fair values less costs to sell. |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill – Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and its eventual disposition. If assets to be held and used are considered to be impaired, the impairment to be recognized is the amount by which the carrying amounts of the assets exceed the fair values of the assets as measured by the present value of future net cash flows expected to be generated by the assets or their appraised value. In general, and depending on the event or change in circumstances, our asset groups are reviewed for impairment on a facility-by-facility basis (such as the Cherokee, El Dorado or Pryor Facility). In addition, if the event or change in circumstance relates to the probable sale of an asset (or group of assets), the specific asset (or group of assets) is reviewed for impairment. In addition, goodwill was reviewed for impairment at least annually. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. See discussion below under 2016. 2016 Goodwill Impairment Historically, the evaluation of goodwill for impairment involved a two-step test. Step 1 involved comparing the estimated fair value of each respective reporting unit to its carrying value, including goodwill. Step 2 involved calculating an implied fair value of goodwill by performing a hypothetical allocation of the estimated fair value of the reporting unit determined in step 1 to the respective tangible and intangible net assets of the reporting unit. To the extent the carrying amount of goodwill exceeded the implied goodwill, the difference was the amount of the goodwill impairment. During 2016, pricing for our key product groups deteriorated well below expectations and the lower price environment was expected to continue throughout 2017. We determined the fair value of goodwill related to our El Dorado Facility was less than its carrying amount (goodwill and other) implied under step 2, which resulted in an impairment charge of $1.6 million to fully write-down the carrying value of goodwill. |
Concentration of Credit Risks for Cash and Cash Equivalents and Sales | Concentration of Credit Risks for Cash and Cash Equivalents and Sales – Financial instruments relating to cash and cash equivalents potentially subject us to concentrations of credit risk. These financial instruments were held by financial institutions within the U.S. None of the financial instruments held within U.S. were in excess of the federally insured limits. Net sales to one customer, Koch Fertilizer LLC (“Koch Fertilizer”), 11 |
Capitalized Interest | Capitalized Interest – Interest cost on borrowings incurred during a significant construction or development project is capitalized. Capitalized interest is added to the associated underlying asset and amortized over the estimated useful lives of the assets. For 2017, and 2016, interest capitalized amounted to $0.3 million and $15.0 million, respectively (none in 2018). |
Accrued Insurance Liabilities | 1. Accrued Insurance Liabilities – We are self-insured up to certain limits for group health, workers’ compensation and general liability claims. Above these limits, we have commercial stop-loss insurance coverage for our contractual exposure on group health claims and statutory limits under workers’ compensation obligatio ns. We also carry umbrella insurance of $100 million for most general liability and auto liability risks. We have a separate $50 million insurance policy covering pollution liability at our chemical facilities. Additional pollution liability coverage for our other facilities is provided in our general liability and umbrella policies . As it related to our natural gas properties that we did not operate but only owned a working interest, insurance policies were maintained by the operator, which we were responsible for our proportionate share of the costs involved. Our accrued self-insurance liabilities are based on estimates of claims, which include the reported incurred claims amounts plus the reserves established by our insurance adjustors and/or estimates provided by attorneys handling the claims, if any, up to the amount of our self-insurance limits. In addition, our accrued insurance liabilities include estimates of incurred, but not reported, claims based on historical claims experience. The determination of such claims and the appropriateness of the related liability is periodically reviewed and revised, if needed. Changes in these estimated liabilities are charged to operations. Potential legal fees and other directly related costs associated with insurance claims are not accrued but rather are expensed as incurred. Accrued insurance claims are included in accrued and other liabilities. It is reasonably possible that the actual development of claims could be different than our estimates. |
Executive Benefit Agreements | Executive Benefit Agreements – We are party to certain benefit agreements with certain key current and former executives. Costs associated with these individual benefit agreements are accrued based on the estimated remaining service period when such benefits become probable, they will be paid. Total costs accrued equal the present value of specified payments to be made after benefits become payable. |
Income Taxes | 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. 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. 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 record interest related to unrecognized tax positions in interest expense and penalties in operating other expense. Income tax benefits associated with amounts that are deductible for income tax purposes are recorded through the statement of operations. These benefits are principally generated from exercises of non-qualified stock options and restricted stock. We reduce income tax expense for investment tax credits in the period the credit arises and is earned. See Note 8 – Income Taxes discussing the Tax Cuts and Jobs Act of 2017 and Staff Accounting Bulletin No. 118 ("SAB 118") issued by the SEC. |
Contingencies | Contingencies – Certain conditions may exist which may result in a loss, but which will only be resolved when future events occur. We and our legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment 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, 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). |
Asset Retirement Obligations | Asset Retirement Obligations – In general, we record the estimated fair value of an asset retirement obligation (“ARO”) associated with tangible long-lived assets in the period it is incurred and when there is sufficient information available to estimate the fair value. An ARO associated with long-lived assets is a legal obligation under existing or enacted law, statute, written or oral contract or legal construction. AROs, which are initially recorded based on estimated discounted cash flows, are accreted to full value over time through charges to cost of sales. In addition, we capitalize the corresponding asset retirement cost as PP&E, which cost is depreciated or depleted over the related asset’s respective useful life. We do not have any assets restricted for the purpose of settling our AROs. |
Redeemable Preferred Stocks | 1. Redeemable Preferred Stocks – Our 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 could change if the expected redemption date changes. |
Equity Awards | 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. In addition, historically we issue new shares of common stock upon the exercise of stock options, but treasury shares may be used. |
Revenue Recognition and Other Information | Revenue Recognition and Other Information – See Note 2-Adoption of ASC 606 for discussion of our revenue recognition accounting policy. In addition, sales and other similar taxes we collect concurrently with revenue-producing activities are excluded from revenue. Also, we have elected to recognize the cost for freight and shipping when control of the product has transferred to the customer as an expense in cost of sales. All net sales and long-lived assets relate to domestic operations for the periods presented. In addition, net sales to non-U.S. customers were minimal. 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 in ASC 606. 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. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. 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. We only offer assurance-type warranties for our products to meet specifications defined by our contracts with customers, and do not have any material performance obligations related to warranties, return, or refunds. |
Recognition of Incentive Tax Credits (Other Than Credits Associated with Income Taxes) | Recognition of Incentive Tax Credits (Other Than Credits Associated with Income Taxes) – If an incentive tax credit relates to a recovery of taxes (other than income taxes) incurred, we recognize the incentive tax credit when it is probable and reasonably estimable. If an incentive tax credit relates to an amount in excess of taxes incurred, the incentive tax credit is a contingent gain, which we recognize the incentive tax credit when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from the taxing authorities, if any, are included in accounts receivable. The same financial statement classification is used for an incentive tax credit as the associated tax incurred. During 2017, we received notification from the State of Arkansas that incentive tax credits had been approved associated with certain capital expenditures associated with the El Dorado Facility’s expansion projects completed primarily in the fourth quarter of 2015 and the second quarter of 2016. As a result, in 2017, we recognized a current and noncurrent receivable totaling approximately $8.1 million associated with these incentive tax credits with the offset reducing PP&E (covered by the tax credit) by approximately $7.4 million and the remaining balance of $0.7 million as a reduction to cost of sales (recovery of previously incurred depreciation expense related to the PP&E). At December 31, 2018 and 2017, our current and noncurrent receivable totaled $3.1 million and $7.4 million, respectively. |
Recognition of Insurance Recoveries | Recognition of Insurance Recoveries – If an insurance claim relates to a recovery of our losses, we recognize the recovery when it is probable and reasonably estimable. If our insurance claim relates to a contingent gain, we recognize the recovery when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from our insurance carriers, if any, are included in accounts receivable. An insurance recovery in excess of recoverable costs relating to a business interruption claim, if any, is a reduction to cost of sales. An insurance recovery in excess of recoverable costs relating to a property insurance claim, if any, is included in property insurance recoveries in excess of losses incurred. |
Cost of Sales | Cost of Sales – Cost of sales includes materials, labor and overhead costs to manufacture the products sold plus inbound freight, purchasing and receiving costs, inspection costs, internal transfer costs, loading and handling costs, warehousing costs, railcar lease costs and outbound freight. Maintenance, repairs and minor renewal costs relating to Turnarounds are included in cost of sales as they are incurred. Precious metals used as a catalyst and consumed during the manufacturing process are included in cost of sales. Recoveries and gains from precious metals and business interruption insurance claims, if any, are reductions to cost of sales. Provisions for (realization of) losses associated with inventory reserves, gains and losses (realized and unrealized), if any, from our commodities contracts, and provision for losses, if any, on firm sales/purchase commitments are included in cost of sales. |
Selling, General and Administrative Expense | Selling, General and Administrative Expense – Selling, general and administrative expense (“SG&A”) includes costs associated with the sales, marketing and administrative functions. Such costs include personnel costs, including benefits, professional fees, office and occupancy costs associated with the sales, marketing and administrative functions. Also included in SG&A are any distribution fees paid to third parties to distribute our products. |
Derivatives, Hedges, Financial Instruments and Carbon Credits | 1. 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. We have chosen to present the fair values of our derivative contracts under master netting agreements using a gross fair value presentation as there were no derivatives |
Income (Loss) per Common Share | 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 returnable 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, 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. 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. |
Segment Information | Segment Information - With the sale of our Climate Control Business during July 2016, we operate in one principal business segment – our chemical business. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2014-09 – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which superseded nearly all existing revenue recognition guidance under GAAP. In addition, the FASB issued various other ASUs further amending revenue recognition guidance (together “ASC 606”). On January 1, 2018, we adopted ASC 606 as discussed in Note 2. ASU 2016-15 – In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU made eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. On January 1, 2018, we adopted ASU 2016-15 on a retrospective basis. The adoption of this ASU did not affect the presentation or classification of cash flow activities for 2017 or 2016. ASU 2016-18 – In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force. The amendments in this ASU revise the guidance in Topic 230, Statement of Cash Flows, to require cash and cash equivalents to include restricted cash (and restricted cash equivalents) on the statement of cash flows. On January 1, 2018, we adopted ASU 2016-18 on retrospective basis. As the result of adopting this ASU, we removed the presentation of investing cash flow activities relating to current and noncurrent restricted cash and cash equivalents from our statement of cash flows for 2016, which change did not impact the total amount of net cash provided by continuing investing activities. ASU 2018-05 – See Note 8 – Income Taxes. 1. Summary of Significant Accounting Policies (continued) Recently Issued Accounting Pronouncements ASU 2016-02 and related ASUs – In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes the lease requirements in Topic 840, Leases . The objective of this ASU is to establish the principles that lessees and lessors shall apply to report information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts. We completed our assessment, design and plan for implementation and implementation of Topic 842 in order to adopt this standard and will elect the additional transition method option provided by ASU 2018-11. Under this transition method, we will apply the new accounting guidance (we expect the cumulative effect, if any, not to be material) on January 1, 2019, the date of adoption. Consequently, our reporting for the comparative periods presented in the financial statements issued after the date of adoption would continue to be in accordance with Topic 840, including disclosures. Upon adoption, we plan to elect the following accounting policies or practical expedients related to Topic 842: • not reassess whether any expired or existing contracts are or contain leases, not reassess the lease classification for any expired or existing leases, and not reassess initial direct costs for any existing leases; • apply accounting similar to Topic 840 operating leases accounting to leases that meet the definition of short-term leases; and • not evaluate land easements that exist or expired before January 1, 2019 and that were not previously accounted for as leases under Topic 840. Currently, most of our leases are classified as operating leases under which we are the lessee. In addition, our leases classified as capital leases and other leases under which we are the lessor are not material. Upon adoption, we currently expect the effect of this guidance on our consolidated financial statements will impact our balance sheet presentation (increase the amount of our assets for the inclusion of right-of-use assets of approximately $15 million and an increase the amount of our liabilities for the inclusion of the associated lease obligations of approximately $15 million). |
Adoption of ASC 606 (Tables)
Adoption of ASC 606 (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Impact of Adoption of Accounting Standards | The following line items in our consolidated statement of operations for the current reporting period has been provided to reflect both the adoption of ASC 606 as well as a comparative presentation in accordance with ASC 605 previously in affect: 2018 As Balance without Effect of Change Reported adoption of 606 Higher/(Lower) (In Thousands) Net sales $ 378,160 $ 443,821 $ (65,661 ) Cost of sales 362,325 427,405 (65,080 ) Gross profit 15,835 16,415 (580 ) Selling, general and administrative expense 40,811 41,391 (580 ) Operating loss (23,025 ) (23,025 ) — |
Summary of Net Sales Disaggregated by Principal Markets | As mentioned in Note 1, we primarily derive our revenues from the sales of various chemical products. The following table presents our net sales disaggregated by our principal markets, which disaggregation is consistent with other financial information utilized or provided outside of our consolidated financial statements: 2018 2017 (a) 2016 (a) (Dollars In Thousands) Net sales: Agricultural products $ 187,164 $ 184,054 $ 166,180 Industrial acids and other chemical products 148,598 196,029 155,744 Mining products 42,398 38,854 43,532 Other products — 8,567 9,129 Total net sales $ 378,160 $ 427,504 $ 374,585 ( a) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Income (loss) per Common Share
Income (loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Common Share | The following table sets forth the computation of basic and diluted net income (loss) per common share: 2018 2017 2016 (Dollars In Thousands, Except Per Share Amounts) Numerator: Net income (loss): $ (72,226 ) $ (29,217 ) $ 112,168 Adjustments for basic net income (loss) per common share: Dividend requirements on Series E Redeemable Preferred (26,840 ) (23,443 ) (27,761 ) Dividend requirements on Series B Preferred (240 ) (240 ) (240 ) Dividend requirements on Series D Preferred (60 ) (60 ) (60 ) Accretion of Series E Redeemable Preferred (3,375 ) (6,487 ) (18,256 ) Net income attributable to participating securities — — (1,091 ) Numerator for basic and dilutive net income (loss) per common share - net income (loss) attributable to common stockholders $ (102,741 ) $ (59,447 ) $ 64,760 Denominator: Denominator for basic and dilutive net income (loss) per common share - adjusted weighted-average shares (1) 27,490,717 27,250,876 25,454,311 Basic and dilutive net income (loss) per common share: Loss from continuing operations $ (3.74 ) $ (2.22 ) $ (5.28 ) Income from discontinued operations, net of taxes — 0.04 7.82 Net income (loss) $ (3.74 ) $ (2.18 ) $ 2.54 (1) All periods exclude the weighted-average shares of unvested restricted stock that are contingently returnable. |
Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Common Share | The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: 2018 2017 2016 Convertible preferred stocks 916,666 916,666 916,666 Restricted stock and stock units 1,183,622 1,187,525 908,568 Series E redeemable preferred stock - embedded derivative 303,646 303,646 412,869 Stock options 175,454 215,067 361,168 2,579,388 2,622,904 2,599,271 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Useful lives in December 31, years 2018 2017 (In Thousands) Machinery, equipment and automotive 3 - 30 $ 1,189,438 $ 1,163,532 Buildings and improvements 10 - 30 39,032 42,886 Land improvements 10 - 40 8,076 8,111 Furniture, fixtures and store equipment 3 1,122 1,466 Construction in progress N/A 28,753 27,973 Capital spare parts N/A 28,945 29,835 Land N/A 4,583 7,764 1,299,949 1,281,567 Less accumulated depreciation and amortization 325,701 267,529 $ 974,248 $ 1,014,038 |
Current and Noncurrent Accrue_2
Current and Noncurrent Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Current and Noncurrent Accrued and Other Liabilities | December 31, 2018 2017 (In Thousands) Accrued litigation settlement (See Note 9) $ 18,450 $ — Accrued payroll and benefits (1) 7,259 4,855 Accrued interest 6,505 13,424 Deferred revenue 5,216 6,987 Accrued death and other executive benefits 2,777 2,808 Customer deposits 1,783 1,334 Series E redeemable preferred - embedded derivative 1,642 2,660 Accrued health and worker compensation insurance claims 1,107 1,658 Other 6,251 13,538 50,990 47,264 Less noncurrent portion 8,861 11,691 Current portion of accrued and other liabilities $ 42,129 $ 35,573 (1) At December 31, 2018, the amount includes certain severance benefits as discussed in Note 15. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Revolving Credit Facility and Long-Term Debt | December 31, December 31, 2018 2017 (In Thousands) Working Capital Revolver Loan, with a current interest rate of 6.00% (A) $ 10,000 $ — Senior Secured Notes due 2023 (B) 400,000 — Senior Secured Notes due 2019 (B) — 375,000 Secured Promissory Note due 2019, with a current rate of 5.73% (C) 7,165 8,167 Secured Promissory Note due 2021, with a current interest rate of 5.25% (D) 8,090 11,262 Secured Promissory Note due 2023, with a current interest rate of 6.76% (E) 14,685 16,665 Other 221 2,994 Unamortized discount and debt issuance costs (14,962 ) (4,689 ) 425,199 409,399 Less current portion of long-term debt (F) 12,518 9,146 Long-term debt due after one year, net (F) $ 412,681 $ 400,253 |
Schedule of Maturities of Long-Term Debt | ( F) Maturities of long-term debt for each of the five years after December 31, 2018 are as follows (in thousands): 2019 $ 12,552 2020 5,544 2021 3,239 2022 12,025 2023 406,801 Thereafter — Less: Discount and debt issuance costs 14,962 $ 425,199 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) for Income Taxes from Continuing Operations | Provision (benefit) for income taxes from continuing operations are as follows: 2018 2017 2016 (In Thousands) Current: Federal $ 11 $ 67 $ 46 State (96 ) (381 ) 11 Total Current $ (85 ) $ (314 ) $ 57 Deferred: Federal $ 1,415 $ (50,084 ) $ (46,926 ) State 410 9,639 4,913 Total Deferred $ 1,825 $ (40,445 ) $ (42,013 ) Provision (benefit) for income taxes $ 1,740 $ (40,759 ) $ (41,956 ) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities include temporary differences and carryforwards as follows: December 31, 2018 2017 (In Thousands) Deferred compensation $ 2,637 $ 2,393 Other accrued liabilities 1,579 1,964 Interest expense carryforward 11,267 — Net operating loss 154,914 142,950 Other 12,581 15,933 Less valuation allowance on deferred tax assets (45,625 ) (26,920 ) Total deferred tax assets $ 137,353 $ 136,320 Property, plant and equipment (191,369 ) (186,561 ) Prepaid and other insurance reserves (2,596 ) (2,561 ) Other — (1,985 ) Total deferred tax liabilities $ (193,965 ) $ (191,107 ) Net deferred tax liabilities $ (56,612 ) $ (54,787 ) |
Loss from Continuing Operations Provision (Benefit) for Income Taxes | All of our loss before taxes relates to domestic operations. Detailed below are the differences between the amount of the provision (benefit) for income taxes and the amount which would result from the application of the federal statutory rate to “Loss from continuing operations before provision (benefit) for income taxes”. 2018 2017 2016 (In Thousands) Benefit for income taxes at federal statutory rate $ (14,802 ) $ (24,868 ) $ (45,531 ) State current and deferred income tax benefit (4,089 ) (2,699 ) (4,452 ) Valuation allowance - Federal 14,604 — — Valuation allowance - State 4,112 7,651 11,855 Tax reform — (22,988 ) — Energy credit — — (888 ) Other 1,915 2,145 (2,940 ) Provision (benefit) for income taxes $ 1,740 $ (40,759 ) $ (41,956 ) |
Reconciliation of Beginning and Ending Amount of Uncertain Tax Positions | A reconciliation of the beginning and ending amount of uncertain tax positions is as follows: 2018 2017 2016 (In Thousands) Balance at beginning of year $ 618 $ 657 $ 259 Additions based on tax positions related to the current year — 11 454 Additions based on tax positions of prior years — — 4 Reductions for tax positions of prior years (41 ) (50 ) (60 ) Settlements — — — Balance at end of year $ 577 $ 618 $ 657 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule Future Minimum Payments on Leases | Future minimum payments on operating leases associated with our operations with initial or remaining terms of one year or more at December 31, 2018, are as follows: Operating Leases 2019 $ 6,674 2020 3,547 2021 2,364 2022 1,949 2023 1,696 Thereafter 2,530 Total minimum lease payments $ 18,760 |
Derivatives Hedges and Financ_2
Derivatives Hedges and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following details our assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 and 2017: Fair Value Measurements at December 31, 2018 Using Description Total Fair Value at December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value at December 31, 2017 (In Thousands) Assets - Supplies, prepaid items and other: Other $ 533 $ — $ — $ 533 $ — Total $ 533 $ — $ — $ 533 $ — Liabilities - Current and noncurrent accrued and other liabilities: Embedded derivative $ (1,642 ) $ — $ — $ (1,642 ) $ (2,660 ) Other (533 ) — — (533 ) — Total $ (2,175 ) $ — $ — $ (2,175 ) $ (2,660 ) |
Reconciliation of Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis | The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Assets Liabilities 2018 2017 2016 2018 2017 2016 (In Thousands) Beginning balance $ — $ — $ 1,154 $ (2,660 ) $ (2,557 ) $ (1,154 ) Transfers into Level 3 — — — — — (5,817 ) Transfers out of Level 3 — — — — — — Total realized and unrealized gains (losses) included in operating results 2,214 2,031 1,256 (606 ) (1,690 ) 802 Purchases — — — — — — Issuances — — — (229 ) — — Sales (1,681 ) (2,031 ) (2,410 ) — — — Settlements — — — 1,320 1,587 3,612 Ending balance $ 533 $ — $ — $ (2,175 ) $ (2,660 ) $ (2,557 ) Total gains (losses) for the period included in operating results attributed to the change in unrealized gains or losses on assets and liabilities still held at the reporting date $ 533 $ — $ — $ (1,780 ) $ (103 ) $ (983 ) |
Net Gains (Losses) Included in Operating Results and Statement of Operations Classifications | Net gains (losses) included in operating results and the statement of operations classifications are as follows: 2018 2017 2016 (In Thousands) Total net gains (losses) included in operating results: Cost of sales - Undesignated commodities contracts $ — $ — $ 140 Cost of sales - Undesignated foreign exchange contracts — — 5 Other income, net - Other 361 444 532 Non-operating other income (expense) - embedded derivative 1,247 (103 ) (983 ) Total net gains (losses) included in operating results $ 1,608 $ 341 $ (306 ) |
Securities Financing Includin_2
Securities Financing Including Redeemable Preferred Stocks (Table) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Redeemable Preferred Stock | Changes in our Series E and Series F Redeemable Preferred are as follows: Series Series F Redeemable Preferred Shares Amount Shares Amount (Dollars In Thousands) Balance at December 31, 2017 139,768 $ 174,959 1 $ — Fees associated with letter agreement (2,776 ) — — Bifurcation of embedded derivative (229 ) — — Accretion relating to liquidation preference on preferred stock — 2,153 — — Accretion for discount and issuance costs on preferred stock — 1,222 — — Accumulated dividends — 26,840 — — Balance at December 31, 2018 139,768 $ 202,169 1 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Activities of Long-Term Incentive and Option Plans | The following information relates to our long-term incentive plans: December 31, 2018 2016 Plan 2008 Plan Maximum number of securities for issuance 2,750,000 Number of awards available to be granted (1) 1,825,150 Number of unvested restricted stock/restricted stock units outstanding 597,533 210,266 Number of options outstanding — 124,000 Number of options exercisable — 100,620 (1) Includes 2008 Plan shares canceled, forfeited, expired unexercised, which became available for reissuance under the 2016 Plan after the effective date of the 2016 Plan. 2018 Shares Weighted-Average Exercise Price Outstanding at beginning of year 206,210 $ 30.34 Granted — $ — Exercised (2,525 ) $ 7.86 Forfeited or expired (79,685 ) $ 25.59 Outstanding at end of year 124,000 $ 33.86 Exercisable at end of year 100,620 $ 33.97 2018 2017 2016 Total intrinsic value of options exercised during the year $ — $ — $ 216,000 Total fair value of options vested during the year $ 169,000 $ 451,000 $ 469,000 |
Summary of Restricted Stock Activity | A summary of restricted stock activity during 2018 is presented below: Restricted Stocks Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Unvested restricted stock outstanding at beginning of year 1,189,473 $ 7.51 43,764 $ 11.42 Granted 369,350 $ 5.47 35,511 $ 5.28 Vested (806,927 ) $ 9.11 (10,941 ) $ 11.42 Cancelled or forfeited (12,431 ) $ 6.20 — $ — Unvested restricted stock outstanding at end of year 739,465 $ 7.79 68,334 $ 8.23 Restricted Stock 2018 2017 2016 Shares of restricted stock granted 369,350 469,465 850,771 Total fair value of restricted stock granted $ 2,019,000 $ 4,277,000 $ 6,652,000 Weighted-average fair value per restricted stock granted during year $ 5.47 $ 9.11 $ 7.82 Stock-based compensation expense - Cost of sales $ 385,000 $ 312,000 $ 240,000 Stock-based compensation expense - SG&A (1) $ 7,574,000 $ 3,987,000 $ 2,773,000 Income tax benefit $ (398,000 ) $ (1,659,000 ) $ (1,157,000 ) Total weighted-average remaining vesting period in years 1.78 1.95 2.41 Total fair value of restricted stock vested during the year $ 7,355,000 $ 3,124,000 $ 2,579,000 (1) S ee Note 15-Related Party Transactions. Restricted Stock Units 2018 2017 2016 Shares of restricted stock units granted 35,511 37,992 27,654 Total fair value of restricted stock unit granted $ 187,000 $ 375,000 $ 375,000 Weighted-average fair value per restricted stock unit granted during year $ 5.28 $ 9.87 $ 13.56 Stock-based compensation expense - SG&A $ 187,000 $ 375,000 $ 375,000 Income tax benefit $ (34,000 ) $ (115,000 ) $ (144,000 ) Total weighted-average remaining vesting period in years 1.75 3.05 2.50 Total fair value of restricted stock vested during the year $ 125,000 $ 250,000 $ — |
Valuation Assumptions of Granted Stock Options | The following table summarizes information about these granted stock options: 2018 2017 2016 Total weighted-average remaining vesting period in years 1.05 1.53 2.25 Stock-based compensation expense - Cost of Sales $ 141,000 $ 317,000 $ 321,000 Stock-based compensation expense - SG&A $ 71,000 $ 108,000 $ 836,000 Income tax benefit $ (54,000 ) $ (164,000 ) $ (444,000 ) |
Stock Options Outstanding and Exercisable | Stock Options Outstanding At December 31, 2018 Exercise Prices Shares Outstanding Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price Intrinsic Value of Shares Outstanding $ 33.36 70,000 3.34 $ 18.83 — $ 34.50 54,000 1.27 $ 15.02 — $ 33.36 - $ 34.50 124,000 4.61 $ 33.85 $ — Stock Options Exercisable At December 31, 2018 Exercise Prices Shares Outstanding Weighted- Average Remaining Contractual Life in Years Weighted- Average Exercise Price Intrinsic Value of Shares Outstanding $ 33.36 46,620 2.74 $ 15.46 — $ 34.50 54,000 1.57 $ 18.52 — $ 33.36 - $ 34.50 100,620 4.31 $ 33.98 $ — |
Executive Benefit Agreement, _2
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Executive Benefit Agreement | The following table includes information about these agreements: December 31, 2018 2017 (In Thousands) Total undiscounted death benefit $ 2,500 $ 2,424 Total accrued death benefit $ 2,585 $ 2,533 |
Executive Benefit Expenses | December 31, 2018 2017 2016 (In Thousands) Costs (recovery of costs) associated with executive benefit included in SG&A, net (1) $ 17 $ 9 $ (341 ) (1) During 2016, the employment of certain executives were terminated, resulting in the forfeiture of the respective benefits. As a result of this event, the accrual for this estimated benefit was derecognized resulting in a net recovery of costs associated with certain executive benefits. |
Life Insurance Policies | 14. Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements (continued) The following table summarizes certain information about these life insurance policies. December 31, 2018 2017 (In Thousands) Total face value of life insurance policies $ 4,500 $ 4,500 Total cash surrender values of life insurance policies $ 1,656 $ 1,804 Loans on cash surrender values (1,559 ) (1,482 ) Net cash surrender values $ 97 $ 322 |
Life Insurance Premiums | 2018 2017 2016 (In Thousands) Cost of life insurance premiums $ 54 $ 14 $ 481 Decreases (increases) in cash surrender values 149 162 (51 ) Net cost of life insurance premiums included in SG&A $ 203 $ 176 $ 430 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Information Relating to Cash Flow Activities | The following provides additional information relating to cash flow activities: 2018 2017 2016 (In Thousands) Cash payments (refunds) for: Interest on long-term debt and other, net of capitalized interest $ 35,719 $ 34,274 $ 28,049 Income taxes, net $ (1,138 ) $ (674 ) $ (2,611 ) Noncash investing and financing activities: Incentive tax credit receivable associated with property, plant and equipment $ — $ 8,125 $ — Supplies and accounts payable associated with additions of property, plant and equipment $ 16,484 $ 17,105 $ 16,056 Dividend accrued on redeemable preferred stock $ 26,840 $ 23,443 $ 19,733 Accretion of redeemable preferred stock $ 3,375 $ 6,487 $ 6,546 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Results of Operating Information | Summarized results of discontinued operations are as follows for: Year Ended December 31, 2017 2016 (In Thousands) Net sales $ — $ 138,609 Cost of sales — 93,178 Selling, general and administrative expense — 32,719 Transaction costs — 2,535 Other expense (income), net — 175 Income from operations of discontinued operations — 10,002 Gain on sale of discontinued operations 2,595 281,990 Provision for income taxes 1,519 91,691 Income from discontinued operations, net of taxes $ 1,076 $ 200,301 |
Schedule of Condensed Cash Flow Information | Summarized condensed cash flow information of discontinued operations is as follows: Year Ended December 31, 2017 2016 (In Thousands) Deferred income taxes $ 2,461 $ 88,356 Depreciation and amortization of property, plant and equipment $ — $ 1,607 Stock-based compensation $ — $ 955 Expenditures for property, plant and equipment $ — $ 273 Software and software development costs $ — $ 675 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized unaudited quarterly financial data for 2018 and 2017 are as follows. Three months ended March 31 June 30 September 30 December 31 (In Thousands, Except Per Share Amounts) 2018 Net sales $ 100,450 $ 103,199 $ 79,781 $ 94,730 Gross profit (loss) (1) $ 10,093 $ 3,073 $ (9,742 ) $ 12,411 Net loss (1) (2) $ (5,591 ) $ (27,506 ) $ (26,084 ) $ (13,045 ) Net loss attributable to common stockholders $ (13,603 ) $ (35,011 ) $ (33,422 ) $ (20,705 ) Basic and dilutive loss per common share: $ (0.49 ) $ (1.27 ) $ (1.22 ) $ (0.75 ) 2017 Net sales $ 123,344 $ 122,853 $ 92,390 $ 88,917 Gross profit (loss) (1) $ 11,615 $ 11,340 $ (7,285 ) $ (10,204 ) Net income (loss) (1) (2) $ (5,986 ) $ (7,033 ) $ (17,112 ) $ 914 Net loss attributable to common stockholders $ (13,196 ) $ (14,515 ) $ (24,745 ) $ (6,991 ) Income (loss) per common share: Basic and dilutive: Loss from continuing operations $ (0.48 ) $ (0.53 ) $ (0.91 ) $ (0.30 ) Income from discontinued operations, net of taxes — — — 0.04 Net income (loss) $ (0.48 ) $ (0.53 ) $ (0.91 ) $ (0.26 ) LSB Industries, Inc. Supplementary Financial Data Quarterly Financial Data (Unaudited) ( 1 ) The following income (expense) items impacted gross profit (loss) and net income (loss): Three months ended March 31 June 30 September 30 December 31 (In Thousands) Recovery from a settlement with a vendor 2018 $ — $ — $ — $ 4,419 Turnaround expense: (A) 2018 $ (302 ) $ (1,412 ) $ (7,939 ) $ (116 ) 2017 $ — $ (120 ) $ (1,098 ) $ (102 ) Recovery of precious metals: 2017 $ — $ 2,905 $ — $ — ( 2 ) The following income (expense) items impacted net income (loss): Loss on extinguishment of debt 2018 $ — $ — $ (5,951 ) $ — Interest expense, net: 2018 $ (9,306 ) $ (11,693 ) $ (11,009 ) $ (11,056 ) 2017 $ (9,358 ) $ (9,292 ) $ (9,291 ) $ (9,326 ) Severance benefits and accelerated stock-based compensation 2018 $ — $ — $ — $ (5,300 ) Benefit (provision) for income taxes: 2018 $ 922 $ (4,324 ) $ 2,426 $ (764 ) 2017 $ 1,282 $ 2,761 $ 6,698 $ 30,018 Income from discontinued operations, net of taxes 2017 $ — $ — $ — $ 1,076 (A) Turnaround expenses do not include the impact on operating results relating to lost absorption or reduced margins due to the associated plants being shut down . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)FacilityCustomerDerivativeSegment | Dec. 31, 2017USD ($)Derivative | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of facilities for manufacture and distribution of products | Facility | 4 | ||
Number of customers accounted as percentage of accounts receivable | Customer | 6 | ||
Percentage of net receivables | 39.00% | ||
Inventory reserves | $ 278,000 | $ 933,000 | |
Long-lived assets, held for sale | 0 | 0 | |
Impairments of goodwill | $ 1,621,000 | ||
Interest cost capitalized | 0 | 300,000 | $ 15,000,000 |
Insurance coverage of general liability and auto liability risks | 100,000,000 | ||
Insurance policy covering pollution liability | $ 50,000,000 | ||
Tax benefit recognized | Greater than 50% | ||
Incentive tax credit receivable | $ 8,100,000 | ||
Number of derivatives held with fair value eligible for offset | Derivative | 0 | 0 | |
Number of reportable segment | Segment | 1 | ||
Increase operating lease, right-of-use asset | $ 15,000,000 | ||
Increase operating lease, obligation liability | 15,000,000 | ||
Cost of Sales [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Incentive tax credit receivable | $ 700,000 | ||
Plant, Property and Equipment [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Incentive tax credit receivable | $ 3,100,000 | $ 7,400,000 | |
Customer [Member] | Net Sales [Member] | Covestro [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total net sales | 12.00% | 13.00% | |
Customer [Member] | Net Sales [Member] | Coffeyville Resources Nitrogen Fertilizers L.L.C. [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total net sales | 11.00% | ||
Customer [Member] | Net Sales [Member] | Koch Fertilizer LLC [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total net sales | 13.00% | 10.00% | 11.00% |
Adoption of ASC 606 - Summary o
Adoption of ASC 606 - Summary of Impact of Adoption of Accounting Standards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Net sales | $ 94,730 | $ 79,781 | $ 103,199 | $ 100,450 | $ 88,917 | $ 92,390 | $ 122,853 | $ 123,344 | $ 378,160 | $ 427,504 | $ 374,585 |
Cost of sales | 362,325 | 422,038 | 423,891 | ||||||||
Gross profit | $ 12,411 | $ (9,742) | $ 3,073 | $ 10,093 | $ (10,204) | $ (7,285) | $ 11,340 | $ 11,615 | 15,835 | 5,466 | (49,306) |
Selling, general and administrative expense | 40,811 | 34,990 | 40,168 | ||||||||
Operating loss | (23,025) | $ (34,091) | $ (90,223) | ||||||||
Accounting Standards Update 2014-09 [Member] | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Net sales | 378,160 | ||||||||||
Cost of sales | 362,325 | ||||||||||
Gross profit | 15,835 | ||||||||||
Selling, general and administrative expense | 40,811 | ||||||||||
Operating loss | (23,025) | ||||||||||
Accounting Standards Update 2014-09 [Member] | Balances without adoption of 606 [Member] | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Net sales | 443,821 | ||||||||||
Cost of sales | 427,405 | ||||||||||
Gross profit | 16,415 | ||||||||||
Selling, general and administrative expense | 41,391 | ||||||||||
Operating loss | (23,025) | ||||||||||
Accounting Standards Update 2014-09 [Member] | Effect of Change Higher/(Lower) [Member] | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Net sales | (65,661) | ||||||||||
Cost of sales | (65,080) | ||||||||||
Gross profit | (580) | ||||||||||
Selling, general and administrative expense | $ (580) |
Adoption of ASC 606 - Summary_2
Adoption of ASC 606 - Summary of Net Sales Disaggregated by Principal Markets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales: | |||||||||||
Net sales | $ 94,730 | $ 79,781 | $ 103,199 | $ 100,450 | $ 88,917 | $ 92,390 | $ 122,853 | $ 123,344 | $ 378,160 | $ 427,504 | $ 374,585 |
Chemical [Member] | |||||||||||
Net sales: | |||||||||||
Net sales | 378,160 | 427,504 | 374,585 | ||||||||
Chemical [Member] | Agricultural Products [Member] | |||||||||||
Net sales: | |||||||||||
Net sales | 187,164 | 184,054 | 166,180 | ||||||||
Chemical [Member] | Industrial Acids and Other Chemical Products [Member] | |||||||||||
Net sales: | |||||||||||
Net sales | 148,598 | 196,029 | 155,744 | ||||||||
Chemical [Member] | Mining Products [Member] | |||||||||||
Net sales: | |||||||||||
Net sales | $ 42,398 | 38,854 | 43,532 | ||||||||
Chemical [Member] | Other Products [Member] | |||||||||||
Net sales: | |||||||||||
Net sales | $ 8,567 | $ 9,129 |
Adoption of ASC 606 - Additiona
Adoption of ASC 606 - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, description | contracts have an original expected duration of one year or less, for our contracts with a duration greater than one year, the average remaining expected duration was approximately 14 months | |
Average revenue remaining performance obligation expected timing of satisfaction period | 14 months | |
Contract liabilities | $ 7 | $ 8.3 |
Contract with customer, liability partially offset revenue recognized | $ 3.1 | |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Variable consideration transaction price constraint, period. | 1 month |
Income (loss) per Common Shar_2
Income (loss) per Common Share - Computation of Basic and Diluted Net Income (loss) Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net income (loss): | $ (13,045) | $ (26,084) | $ (27,506) | $ (5,591) | $ 914 | $ (17,112) | $ (7,033) | $ (5,986) | $ (72,226) | $ (29,217) | $ 112,168 |
Adjustments for basic net income (loss) per common share: | |||||||||||
Dividend accrued on redeemable preferred stock | (26,840) | (23,443) | (27,761) | ||||||||
Dividend requirements | (300) | (300) | (300) | ||||||||
Net income attributable to participating securities | (1,091) | ||||||||||
Net income (loss) attributable to common stockholders | $ (20,705) | $ (33,422) | $ (35,011) | $ (13,603) | $ (6,991) | $ (24,745) | $ (14,515) | $ (13,196) | $ (102,741) | $ (59,447) | $ 64,760 |
Denominator: | |||||||||||
Denominator for basic and dilutive net income (loss) per common share - adjusted weighted-average shares | 27,490,717 | 27,250,876 | 25,454,311 | ||||||||
Basic and dilutive income (loss) per common share: | |||||||||||
Loss from continuing operations | $ (0.30) | $ (0.91) | $ (0.53) | $ (0.48) | $ (3.74) | $ (2.22) | $ (5.28) | ||||
Income from discontinued operations, net of taxes | 0.04 | 0.04 | 7.82 | ||||||||
Net income (loss) | $ (0.75) | $ (1.22) | $ (1.27) | $ (0.49) | $ (0.26) | $ (0.91) | $ (0.53) | $ (0.48) | $ (3.74) | $ (2.18) | $ 2.54 |
Series E Redeemable Preferred Stock [Member] | |||||||||||
Adjustments for basic net income (loss) per common share: | |||||||||||
Dividend accrued on redeemable preferred stock | $ (26,840) | $ (23,443) | $ (27,761) | ||||||||
Accretion of redeemable preferred stocks | (3,375) | (6,487) | (18,256) | ||||||||
Series B Preferred Stock [Member] | |||||||||||
Adjustments for basic net income (loss) per common share: | |||||||||||
Dividend requirements | (240) | (240) | (240) | ||||||||
Series D Preferred Stock [Member] | |||||||||||
Adjustments for basic net income (loss) per common share: | |||||||||||
Dividend requirements | $ (60) | $ (60) | $ (60) |
Income (loss) per Common Shar_3
Income (loss) per Common Share - Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Common Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,579,388 | 2,622,904 | 2,599,271 |
Convertible Preferred Stocks [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 916,666 | 916,666 | 916,666 |
Series E Redeemable Preferred Stock [Member] | Embedded Derivative [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 303,646 | 303,646 | 412,869 |
Restricted Stock and Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,183,622 | 1,187,525 | 908,568 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,454 | 215,067 | 361,168 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,299,949 | $ 1,281,567 |
Less accumulated depreciation and amortization | 325,701 | 267,529 |
Property, plant and equipment, net | 974,248 | 1,014,038 |
Machinery, Equipment and Automotive [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,189,438 | 1,163,532 |
Machinery, Equipment and Automotive [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 3 years | |
Machinery, Equipment and Automotive [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 30 years | |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 39,032 | 42,886 |
Buildings and Improvements [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 10 years | |
Buildings and Improvements [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 30 years | |
Land Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,076 | 8,111 |
Land Improvements [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 10 years | |
Land Improvements [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 40 years | |
Furniture, Fixtures and Store Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives in years | 3 years | |
Property, plant and equipment, gross | $ 1,122 | 1,466 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,753 | 27,973 |
Capital Spare Parts [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,945 | 29,835 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,583 | $ 7,764 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Chemical Processing Plants and Plant Infrastructure [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 15 years |
Chemical Processing Plants and Plant Infrastructure [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 30 years |
Processing Plant Components [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 3 years |
Processing Plant Components [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 10 years |
Trucks, Automobiles, Trailers, and Other Rolling Stock [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 2 years |
Trucks, Automobiles, Trailers, and Other Rolling Stock [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives in years | 7 years |
Current and Noncurrent Accrue_3
Current and Noncurrent Accrued and Other Liabilities - Summary of Current and Noncurrent Accrued and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued litigation settlement (See Note 9) | $ 18,450 | |
Accrued payroll and benefits | 7,259 | $ 4,855 |
Accrued interest | 6,505 | 13,424 |
Deferred revenue | 5,216 | 6,987 |
Accrued death and other executive benefits | 2,777 | 2,808 |
Customer deposits | 1,783 | 1,334 |
Series E redeemable preferred - embedded derivative | 1,642 | 2,660 |
Accrued health and worker compensation insurance claims | 1,107 | 1,658 |
Other | 6,251 | 13,538 |
Total current and noncurrent accrued liabilities | 50,990 | 47,264 |
Less noncurrent portion | 8,861 | 11,691 |
Current portion of accrued and other liabilities | $ 42,129 | $ 35,573 |
Asset Retirement Obligations -
Asset Retirement Obligations - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Asset Retirement Obligation Disclosure [Abstract] | ||
Accrued liability for AROs | $ 100,000 | $ 100,000 |
Long-Term Debt - Schedule of Re
Long-Term Debt - Schedule of Revolving Credit Facility and Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Unamortized discount and debt issuance costs | $ (14,962) | $ (4,689) |
Long-term debt | 425,199 | 409,399 |
Less current portion of long-term debt | 12,518 | 9,146 |
Long-term debt due after one year, net | 412,681 | 400,253 |
6.00% Working Capital Revolver Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 10,000 | |
Senior Secured Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 400,000 | |
Senior Secured Notes Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 375,000 | |
5.73% Secured Promissory Note Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 7,165 | 8,167 |
5.25% Secured Promissory Note Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 8,090 | 11,262 |
6.76% Secured Promissory Note Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | 14,685 | 16,665 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount | $ 221 | $ 2,994 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Revolving Credit Facility and Long-Term Debt (Parenthetical) (Detail) | Dec. 31, 2018 | Dec. 31, 2017 |
6.00% Working Capital Revolver Loan [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, interest rate | 6.00% | 6.00% |
5.73% Secured Promissory Note Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, effective Interest Rate | 5.73% | 5.73% |
5.25% Secured Promissory Note Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, effective Interest Rate | 5.25% | 5.25% |
6.76% Secured Promissory Note Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, effective Interest Rate | 6.76% | 6.76% |
Long-Term Debt - Working Capita
Long-Term Debt - Working Capital Revolver Loan and Senior Secured Notes - Additional Information (Detail) - USD ($) | Apr. 25, 2018 | Jan. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | $ 425,199,000 | $ 425,199,000 | |||||||||||
Debt issuance costs | $ 15,200,000 | ||||||||||||
Interest expense, net | 900,000 | 11,056,000 | $ 11,009,000 | $ 11,693,000 | $ 9,306,000 | $ 9,326,000 | $ 9,291,000 | $ 9,292,000 | $ 9,358,000 | 43,064,000 | $ 37,267,000 | $ 30,945,000 | |
Loss on extinguishment of debt | $ 5,951,000 | $ 5,951,000 | $ 8,703,000 | ||||||||||
EL Dorado Chemical Company [Member] | 5.73% Secured Promissory Note Due 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||||
Debt instrument, frequency of interest payment | monthly | ||||||||||||
Final balloon payment | 6,700,000 | $ 6,700,000 | |||||||||||
Working Capital Revolver Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum amount of revolving credit facility | $ 50,000,000 | ||||||||||||
Line of credit facility, additional borrowing capacity | $ 25,000,000 | ||||||||||||
Amount available for borrowing | $ 37,200,000 | $ 37,200,000 | |||||||||||
Maturity date | Jan. 17, 2022 | ||||||||||||
Working Capital Revolver Loan [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 1.75% | ||||||||||||
Working Capital Revolver Loan [Member] | Maximum [Member] | Wells Fargo Capital Finance, Inc. [Member] | Prime Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 0.75% | ||||||||||||
Working Capital Revolver Loan [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 1.50% | ||||||||||||
Working Capital Revolver Loan [Member] | Minimum [Member] | Wells Fargo Capital Finance, Inc. [Member] | Prime Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 0.50% | ||||||||||||
Springing Financials Covenant [Member] | Working Capital Revolver Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Working capital revolver loan requirements | Borrowers must maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. | ||||||||||||
Maximum revolver commitment available, percentage | 10.00% | ||||||||||||
Loan requirements description | Less than or equal to the greater of 10.0% of the total revolver commitments and $5 million | ||||||||||||
Fixed charge coverage ratio | 1.00% | 1.00% | |||||||||||
Springing Financials Covenant [Member] | Working Capital Revolver Loan [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | $ 5,000,000 | $ 5,000,000 | |||||||||||
9.625% Senior Secured Notes due 2023 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | May 1, 2023 | ||||||||||||
Debt issued - principal amount | $ 400,000,000 | ||||||||||||
Debt instrument, interest rate | 9.625% | 9.625% | 9.625% | ||||||||||
Debt instrument, maturity term | 2,023 | ||||||||||||
Debt instrument issued price percentage | 99.509% | ||||||||||||
Debt instrument, frequency of interest payment | Interest on the Senior Secured Notes accrues at a rate of 9.625% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2018. | ||||||||||||
8.5% Senior Secured Notes due 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issued - principal amount | $ 375,000,000 | ||||||||||||
Debt instrument, interest rate | 8.50% | ||||||||||||
Debt instrument, maturity term | 2,019 | ||||||||||||
Loss on extinguishment of debt | $ 6,000,000 | ||||||||||||
Senior Secured Notes [Member] | Optional Redemption prior to May 1, 2022 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 3.609% | ||||||||||||
Senior Secured Notes [Member] | Change of Control [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, redemption price, percentage | 101.00% | ||||||||||||
5.25% Secured Promissory Note Due 2021 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | Mar. 31, 2021 | ||||||||||||
Secured promissory note, payment term | Principal and interest are payable in monthly installments. | ||||||||||||
5.62% Secured Promissory Note Due 2023 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, frequency of interest payment | monthly | ||||||||||||
Final balloon payment | $ 6,100,000 | $ 6,100,000 | |||||||||||
Maturity month and year | 2023-05 | ||||||||||||
Letter of Credit [Member] | Working Capital Revolver Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum amount of revolving credit facility | $ 10,000,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 12,552 |
2,020 | 5,544 |
2,021 | 3,239 |
2,022 | 12,025 |
2,023 | 406,801 |
Less: Discount and debt issuance costs | 14,962 |
Long-term debt | $ 425,199 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
U.S. federal income tax rate | 21.00% | |||
Tax reform adjustments to provision for income taxes | $ 0 | |||
Gross tax credits | $ (888,000) | |||
Federal net operating loss carryforward expiration year | 2,033 | |||
State net operating loss carryforward expiration year | 2,018 | |||
Valuation allowance related to tax law changes | 2,300,000 | $ 2,300,000 | ||
Interest and penalties associated with unrecognized tax benefits | $ 100,000 | |||
Accrued interest and penalties associated with unrecognized tax benefits | 200,000 | 200,000 | 200,000 | |
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
State NOL carryforwards | 3,400,000 | 3,400,000 | 0 | 400,000 |
Alternative minimum tax (ATM) remaining federal tax NOL carryforwards | 667,900,000 | 667,900,000 | ||
Portion of state NOL carryforwards, not able to be utilized before expiration | 608,900,000 | 608,900,000 | 536,000,000 | 312,300,000 |
Valuation allowance for deferred assets associated with carryforwards | 31,000,000 | 31,000,000 | 26,900,000 | |
Deferred tax assets valuation allowance | 4,112,000 | $ 7,651,000 | $ 11,855,000 | |
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets valuation allowance | 14,604,000 | |||
Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Gross tax credits | $ 8,100,000 | |||
Tax carryforward period | 20 years | |||
Tax credit carryforward expiration year | 2,034 | |||
Alternative minimum tax (ATM) remaining federal tax NOL carryforwards | $ 577,300,000 | $ 577,300,000 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||||||||||
Federal | $ 11 | $ 67 | $ 46 | ||||||||
State | (96) | (381) | 11 | ||||||||
Total Current | (85) | (314) | 57 | ||||||||
Deferred: | |||||||||||
Federal | 1,415 | (50,084) | (46,926) | ||||||||
State | 410 | 9,639 | 4,913 | ||||||||
Total Deferred | 1,825 | (40,445) | (42,013) | ||||||||
Provision (benefit) for income taxes | $ (764) | $ 2,426 | $ (4,324) | $ 922 | $ 30,018 | $ 6,698 | $ 2,761 | $ 1,282 | $ 1,740 | $ (40,759) | $ (41,956) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred compensation | $ 2,637 | $ 2,393 |
Other accrued liabilities | 1,579 | 1,964 |
Interest expense carryforward | 11,267 | |
Net operating loss | 154,914 | 142,950 |
Other | 12,581 | 15,933 |
Less valuation allowance on deferred tax assets | (45,625) | (26,920) |
Total deferred tax assets | 137,353 | 136,320 |
Property, plant and equipment | (191,369) | (186,561) |
Prepaid and other insurance reserves | (2,596) | (2,561) |
Other | (1,985) | |
Total deferred tax liabilities | (193,965) | (191,107) |
Net deferred tax liabilities | $ (56,612) | $ (54,787) |
Income Taxes - Loss from Contin
Income Taxes - Loss from Continuing Operations Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||||||||
Benefit for income taxes at federal statutory rate | $ (14,802) | $ (24,868) | $ (45,531) | ||||||||
State current and deferred income tax benefit | (4,089) | (2,699) | (4,452) | ||||||||
Tax reform | (22,988) | ||||||||||
Energy credit | (888) | ||||||||||
Other | 1,915 | 2,145 | (2,940) | ||||||||
Provision (benefit) for income taxes | $ (764) | $ 2,426 | $ (4,324) | $ 922 | $ 30,018 | $ 6,698 | $ 2,761 | $ 1,282 | 1,740 | (40,759) | (41,956) |
Federal [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Valuation allowance | 14,604 | ||||||||||
State [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Valuation allowance | $ 4,112 | $ 7,651 | $ 11,855 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 618 | $ 657 | $ 259 |
Additions based on tax positions related to the current year | 11 | 454 | |
Additions based on tax positions of prior years | 4 | ||
Reductions for tax positions of prior years | (41) | (50) | (60) |
Balance at end of year | $ 577 | $ 618 | $ 657 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule Future Minimum Payments on Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Operating Leases, 2019 | $ 6,674 |
Operating Leases, 2020 | 3,547 |
Operating Leases, 2021 | 2,364 |
Operating Leases, 2022 | 1,949 |
Operating Leases, 2023 | 1,696 |
Operating Leases, Thereafter | 2,530 |
Operating Leases, Total minimum lease payments | $ 18,760 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)Settlement | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2016USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Expenses incurred in operating lease agreements | $ 10,235,000 | $ 9,813,000 | $ 9,933,000 | ||
Outstanding letters of credit | 2,700,000 | ||||
Customer advances and deposits | 1,783,000 | $ 1,334,000 | |||
Estimated share of the annual operating costs of pipeline, minimum | 100,000 | ||||
Estimated share of the annual operating costs of pipeline, maximum | $ 150,000 | ||||
Operating agreement | The initial term of the operating agreement is through December 2053. | ||||
Indemnify the sureties for payments | $ 10,000,000 | ||||
Payments under employment and severance agreements | 6,200,000 | ||||
Settle of invoices held in account payable | 1,100,000 | ||||
Recovery from litigation settlement | 4,600,000 | ||||
Accrued liabilities for environmental matters | $ 183,000 | ||||
Penalty imposed to resolve outstanding permit violations | $ 124,000 | ||||
Percentage of payment of investigation costs agreed by Hallowell Facility | 50.00% | ||||
Insurance coverage of general liability and auto liability risks | $ 100,000,000 | ||||
Product liability deductible per claim | $ 250,000 | ||||
Confidential settlement agreement with family groups | Settlement | 3 | ||||
Liability reserve | $ 0 | ||||
Estimated litigation liability | 18,450,000 | ||||
Global Industrial Inc [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Estimated litigation liability | $ 0 | ||||
Property, Plant and Equipment [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Recovery from litigation settlement | 200,000 | ||||
Cost of Sales [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Recovery from litigation settlement | $ 4,400,000 | ||||
UAN Supply Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Initial terms of agreement expiry date | 2019-05 | ||||
Notice of termination | notice of termination at least twelve months prior to the end of term | ||||
Ammonia Supply Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Initial terms of agreement expiry date | 2020-06 | ||||
Notice of termination | notice of termination at least nine months prior to the end of term | ||||
Supply commitment, description | the ammonia that (a) will be produced at the El Dorado Facility and (b) that is in excess of El Dorado’s needs. | ||||
Pryor Chemical Company [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Litigation settlement, expense paid | $ 500,000 | ||||
Litigation settlement,received | $ 4,000,000 | ||||
Pryor Chemical Company [Member] | UAN Supply Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Required period for notice of termination | 90 days | ||||
Coffeyville Resources Nitrogen Fertilizers L.L.C. [Member] | UAN Supply Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Required period for notice of termination | 180 days | ||||
Leidos Constructors, LLC [Member] | Global Industrial Inc [Member] | Accounts Payable [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Claim amount not approved for payment | $ 3,500,000 |
Derivatives Hedges and Financ_3
Derivatives Hedges and Financial Instruments - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / shares$ / Transactionshares | Dec. 31, 2017USD ($)$ / shares$ / Transactionshares | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Series E redeemable preferred - embedded derivative | $ 1,642,000 | $ 2,660,000 |
Carbon credit fair value per unit | $ / Transaction | 2.35 | 0 |
Embedded Derivative [Member] | ||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Series E redeemable preferred - embedded derivative | $ 0 | |
Participating right in dividends and liquidating distributions expressed in number of common shares | shares | 303,646 | 303,646 |
Embedded Derivative [Member] | Common Stock Shares [Member] | ||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Common stock per share | $ / shares | $ 5.52 | $ 8.76 |
Derivatives Hedges and Financ_4
Derivatives Hedges and Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities - Current and noncurrent accrued and other liabilities: | ||
Embedded derivative | $ (1,642) | $ (2,660) |
Recurring [Member] | ||
Assets - Supplies, prepaid items and other: | ||
Other | 533 | |
Total | 533 | |
Liabilities - Current and noncurrent accrued and other liabilities: | ||
Embedded derivative | (1,642) | (2,660) |
Other | (533) | |
Total | (2,175) | $ (2,660) |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Assets - Supplies, prepaid items and other: | ||
Other | 533 | |
Total | 533 | |
Liabilities - Current and noncurrent accrued and other liabilities: | ||
Embedded derivative | (1,642) | |
Other | (533) | |
Total | $ (2,175) |
Derivatives Hedges and Financ_5
Derivatives Hedges and Financial Instruments - Reconciliation of Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Assets [Abstract] | |||
Assets, Beginning balance | $ 1,154 | ||
Assets, Total net realized and unrealized gains (losses) included in operating results | $ 2,214 | $ 2,031 | 1,256 |
Assets, Sales | (1,681) | (2,031) | (2,410) |
Assets, Ending balance | 533 | ||
Total net gains (losses) for the period included in operating results attributed to the change in unrealized gains or losses on assets and liabilities still held at the reporting date | 533 | ||
Liabilities, Beginning balance | (2,660) | (2,557) | (1,154) |
Liabilities, Transfers into Level 3 | (5,817) | ||
Liabilities, Total net realized and unrealized gains (losses) included in operating results | (606) | (1,690) | 802 |
Liabilities, Issuances | (229) | ||
Liabilities, Settlements | 1,320 | 1,587 | 3,612 |
Liabilities, Ending balance | (2,175) | (2,660) | (2,557) |
Total net gains (losses) for the period included in operating results attributed to the change in unrealized gains or losses on assets and liabilities still held at the reporting date | $ (1,780) | $ (103) | $ (983) |
Derivatives Hedges and Financ_6
Derivatives Hedges and Financial Instruments- Net Gains (Losses) Included in Operating Results and Statement of Operations Classifications (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total net gains (losses) included in operating results | $ 1,608 | $ 341 | $ (306) |
Cost of Sales [Member] | Commodities Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total net gains (losses) included in operating results | 140 | ||
Cost of Sales [Member] | Foreign Exchange Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total net gains (losses) included in operating results | 5 | ||
Other Income, net [Member] | Other [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total net gains (losses) included in operating results | 361 | 444 | 532 |
Non-operating Other Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Non-operating other income (expense) - embedded derivative | $ 1,247 | $ (103) | $ (983) |
Securities Financing Includin_3
Securities Financing Including Redeemable Preferred Stocks - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class Of Stock [Line Items] | ||||
Common stock issued | 31,283,210 | 31,280,685 | ||
Rights agreement expiration period | 2018-12 | |||
Series E Redeemable Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Liquidation preference per share | $ 1,000 | |||
Redeemable preferred stock, redemption term | The letter agreement also provided for the amendment of certain other terms relating to the Series E Redeemable Preferred, including an increase in the per annum dividend rate payable in respect of the Series E Redeemable Preferred (a) by 0.50% on the third anniversary of the Financing Transaction, (b) by an additional 0.50% on the fourth anniversary of the Financing Transaction and (c) by an additional 1.0% on the fifth anniversary of the Financing Transaction. | |||
Preferred stock, shares authorized | 139,768 | |||
Preferred stock cumulative dividend rate | 14.00% | |||
Participating right in dividends and liquidating distributions expressed in number of common shares | 303,646 | |||
Minimum percentage of stock holding required | 10.00% | |||
Series E Redeemable Preferred Stock [Member] | Third Anniversary of Financing Transactions [Member] | ||||
Class Of Stock [Line Items] | ||||
Increase in dividends payable percentage | 0.50% | |||
Series E Redeemable Preferred Stock [Member] | Fourth Anniversary of Financing Transactions [Member] | ||||
Class Of Stock [Line Items] | ||||
Additional increase in dividends payable percentage | 0.50% | |||
Series E Redeemable Preferred Stock [Member] | Fifth Anniversary of Financing Transactions [Member] | ||||
Class Of Stock [Line Items] | ||||
Additional increase in dividends payable percentage | 1.00% | |||
Series E Redeemable Preferred Stock [Member] | Climate Control Group [Member] | ||||
Class Of Stock [Line Items] | ||||
Redemption of preferred stock, shares | 70,232 | |||
Redemption of preferred stock | $ 80,000,000 | |||
Preferred Stock, Liquidation Preference, Value | $ 78,300,000 | |||
Liquidation preference per share | $ 1,000 | |||
Redeemable preferred stock, liquidation preference | $ 1,700,000 | |||
Preferred stock, shares outstanding | 139,768 | |||
Series B Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock, Liquidation Preference, Value | $ 2,785,000 | $ 2,545,000 | ||
Preferred stock, shares outstanding | 20,000 | 20,000 | ||
Preferred stock cumulative dividend rate | 12.00% | 12.00% | ||
Series D Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock, Liquidation Preference, Value | $ 1,192,000 | $ 1,132,000 | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||
Preferred stock cumulative dividend rate | 6.00% | 6.00% | ||
Series F Redeemable Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Voting rights description | The Series F COD authorizes one (1) shares of Series F Redeemable Preferred. The Series F Redeemable Preferred had voting rights (the “Series F Voting Rights”) to vote as a single class on all matters which the common stock have the right to vote and was entitled to a number of votes equal to 4,559,971 shares of our common stock, but, the number of votes that may be cast by the Series F Redeemable Preferred was reduced automatically to 456,225 shares of common stock upon the exercise of the warrants during 2016 as discussed below. | |||
Series F Redeemable Preferred Stock [Member] | Upon Liquidation Event [Member] | ||||
Class Of Stock [Line Items] | ||||
Liquidation preference per share | $ 100 | |||
Preferred stock redemption price per share | $ 0.01 | |||
Series F Redeemable Preferred Stock [Member] | Maximum [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock voting rights shares | 4,559,971 | |||
Series F Redeemable Preferred Stock [Member] | Minimum [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock voting rights shares | 456,225 | |||
Series E and Series F Redeemable Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.10 | |||
Number of common shares into which warrants may be converted | 4,103,746 | |||
Warrants exercised period | 2,016 | |||
Common stock issued, cashless exercise of warrants | 4,103,746 | |||
Shares surrendered by holder in payment of exercise price | 34,422 | |||
Private Placement [Member] | ||||
Class Of Stock [Line Items] | ||||
Renewed rights agreement | 2019-01 | |||
Private Placement [Member] | Warrants to Purchase [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock issued | 4,103,746 | |||
Common stock, par value | $ 0.10 | |||
Private Placement [Member] | Series E Redeemable Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Value of shares under purchase agreement | $ 210,000,000 |
Securities Financing Includin_4
Securities Financing Including Redeemable Preferred Stocks - Summary of Redeemable Preferred Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity [Line Items] | |||
Accumulated dividends | $ 26,840 | $ 23,443 | $ 27,761 |
Series E Redeemable Preferred Stock [Member] | |||
Stockholders Equity [Line Items] | |||
Beginning balance | $ 174,959 | ||
Beginning balance, shares | 139,768 | ||
Fees associated with letter agreement | $ (2,776) | ||
Bifurcation of embedded derivative | (229) | ||
Accretion relating to liquidation preference on preferred stock | 2,153 | ||
Accretion for discount and issuance costs on preferred stock | 1,222 | ||
Accumulated dividends | 26,840 | 23,443 | $ 27,761 |
Ending balance | $ 202,169 | $ 174,959 | |
Ending balance, shares | 139,768 | 139,768 | |
Series F Redeemable Preferred Stock [Member] | |||
Stockholders Equity [Line Items] | |||
Beginning balance, shares | 1 | ||
Ending balance, shares | 1 | 1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Dec. 30, 2018shares | Apr. 19, 2016 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)Employeeshares |
Stockholders Equity [Line Items] | |||||
Incremental fair value of modified award | $ | $ 169,000 | $ 451,000 | $ 469,000 | ||
Requisite service period reorganization of stock on strait-line basis | 3 years | ||||
Number of shares converted | 1,400,000 | ||||
2018 Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage per year | 33.33% | ||||
Restricted stock, vesting period | 3 years | ||||
2018 Restricted Stock [Member] | Tranche Three [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage | 100.00% | ||||
2017 Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage per year | 33.33% | ||||
Restricted stock, vesting period | 3 years | ||||
2017 Restricted Stock [Member] | Tranche Two [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage | 100.00% | ||||
2016 Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage per year | 33.33% | ||||
Restricted stock, vesting period | 3 years | ||||
2016 Restricted Stock [Member] | Tranche One [Member] | |||||
Stockholders Equity [Line Items] | |||||
Restricted stock, vesting percentage | 100.00% | ||||
Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Awards granted | 369,350 | 469,465 | 850,771 | ||
Incremental fair value of modified award | $ | $ 1,500,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stockholders Equity [Line Items] | |||||
Awards granted | 35,511 | 37,992 | 27,654 | ||
Vesting description | Vesting occurs upon the earliest to occur: (i) the director’s separation from service, (ii) the third anniversary of the grant date, or (iii) the occurrence of a change of control as defined by the agreement. | ||||
Performance Based Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Awards granted | 210,602 | ||||
2016 Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Long term incentive plan, effective date | Apr. 19, 2016 | ||||
Term of long term incentive plan | 10 years | ||||
Aggregate number of shares reserved and available for issuance | 1,825,150 | 2,750,000 | |||
Minimum exercise price of stock option at grant date | No less than 100% of the fair market value, as defined in the 2016 Plan, of the shares on the date of grant. | ||||
Percentage of fair market value | 100.00% | ||||
Maximum term of stock option | 10 years | ||||
Options granted | 0 | 0 | 0 | ||
2008 Plan [Member] | |||||
Stockholders Equity [Line Items] | |||||
Awards granted | 0 | ||||
Shares surrendered by the number of employees | Employee | 4 | ||||
Number of shares surrendered by the employee during the period | 280,000 | ||||
Options vest at a percentage rate for first 5 years | 16.50% | ||||
Options final year vesting | end of the sixth year | ||||
Total stock based compensation expense not yet recognized, relating to non-vested restricted stock and stock options | $ | $ 3,228,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activities of Long-Term Incentive and Option Plans (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity [Line Items] | |||
Shares outstanding at beginning of year | 206,210 | ||
Exercised, Shares | (2,525) | ||
Cancelled, forfeited or expired, Shares | (79,685) | ||
Shares outstanding at end of year | 124,000 | 206,210 | |
Shares exercisable at end of year | 100,620 | ||
Outstanding at beginning of year, Weighted-Average Exercise Price | $ 30.34 | ||
Exercised, Weighted-Average Exercise Price | 7.86 | ||
Forfeited or expired, Weighted-Average Exercise Price | 25.59 | ||
Outstanding at end of year, Weighted-Average Exercise Price | 33.86 | $ 30.34 | |
Exercisable at end of year, Weighted-Average Exercise Price | $ 33.97 | ||
Total intrinsic value of options exercised during the year | $ 216,000 | ||
Total fair value of options vested during the year | $ 169,000 | $ 451,000 | $ 469,000 |
2016 Plan [Member] | |||
Stockholders Equity [Line Items] | |||
Granted, Shares | 0 | 0 | 0 |
Maximum number of securities for issuance | 2,750,000 | ||
Number of awards available to be granted | 1,825,150 | 2,750,000 | |
2016 Plan [Member] | Restricted Stock And Restricted Stock Units RSUs [Member] | |||
Stockholders Equity [Line Items] | |||
Number of unvested restricted stock/restricted stock units outstanding | 597,533 | ||
2008 Plan [Member] | |||
Stockholders Equity [Line Items] | |||
Shares outstanding at end of year | 124,000 | ||
Shares exercisable at end of year | 100,620 | ||
2008 Plan [Member] | Restricted Stock And Restricted Stock Units RSUs [Member] | |||
Stockholders Equity [Line Items] | |||
Number of unvested restricted stock/restricted stock units outstanding | 210,266 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Activity (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Income tax benefit | $ (54,000) | $ (164,000) | $ (444,000) |
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested restricted stock outstanding at beginning of year | 1,189,473 | ||
Granted, Shares | 369,350 | 469,465 | 850,771 |
Vested, Shares | (806,927) | ||
Cancelled or forfeited, Shares | (12,431) | ||
Unvested restricted stock outstanding at end of year | 739,465 | 1,189,473 | |
Unvested restricted stock outstanding at beginning period, weighted-average grand date fair value | $ 7.51 | ||
Weighted-average fair value per restricted stock granted during year | 5.47 | $ 9.11 | $ 7.82 |
Vested, weighted-average grant date fair value | 9.11 | ||
Cancelled or forfeited, weighted-average grant date fair value | 6.20 | ||
Unvested restricted stock outstanding at end of year, Weighted-average granted date fair value | $ 7.79 | $ 7.51 | |
Total fair value of restricted stock granted | $ 2,019,000 | $ 4,277,000 | $ 6,652,000 |
Income tax benefit | $ (398,000) | $ (1,659,000) | $ (1,157,000) |
Total weighted-average remaining vesting period in years | 1 year 9 months 10 days | 1 year 11 months 12 days | 2 years 4 months 28 days |
Total fair value of restricted stock vested during the year | $ 7,355,000 | $ 3,124,000 | $ 2,579,000 |
Restricted Stock [Member] | Cost of Sales [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 385,000 | 312,000 | 240,000 |
Restricted Stock [Member] | SG&A [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,574,000 | $ 3,987,000 | $ 2,773,000 |
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested restricted stock outstanding at beginning of year | 43,764 | ||
Granted, Shares | 35,511 | 37,992 | 27,654 |
Vested, Shares | (10,941) | ||
Unvested restricted stock outstanding at end of year | 68,334 | 43,764 | |
Unvested restricted stock outstanding at beginning period, weighted-average grand date fair value | $ 11.42 | ||
Weighted-average fair value per restricted stock granted during year | 5.28 | $ 9.87 | $ 13.56 |
Vested, weighted-average grant date fair value | 11.42 | ||
Unvested restricted stock outstanding at end of year, Weighted-average granted date fair value | $ 8.23 | $ 11.42 | |
Total fair value of restricted stock granted | $ 187,000 | $ 375,000 | $ 375,000 |
Income tax benefit | $ (34,000) | $ (115,000) | $ (144,000) |
Total weighted-average remaining vesting period in years | 1 year 9 months | 3 years 18 days | 2 years 6 months |
Total fair value of restricted stock vested during the year | $ 125,000 | $ 250,000 | |
Restricted Stock Units [Member] | SG&A [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 187,000 | $ 375,000 | $ 375,000 |
Stockholders' Equity - Valuatio
Stockholders' Equity - Valuation Assumptions of Granted Stock Options (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Total weighted-average remaining vesting period in years | 1 year 18 days | 1 year 6 months 10 days | 2 years 3 months |
Stock-based compensation expense - Cost of Sales | $ 141,000 | $ 317,000 | $ 321,000 |
Stock-based compensation expense - SG&A | 71,000 | 108,000 | 836,000 |
Income tax benefit | $ (54,000) | $ (164,000) | $ (444,000) |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Options Outstanding and Exercisable (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
$33.36 [Member] | |
Stockholders Equity [Line Items] | |
Exercise prices, lower range | $ 33.36 |
Stock Options Outstanding, Shares Outstanding | shares | 70,000 |
Stock Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 3 years 4 months 2 days |
Stock Options Outstanding, Weighted-Average Exercise Price | $ 18.83 |
Stock Options Exercisable, Shares Outstanding | shares | 46,620 |
Stock Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 2 years 8 months 26 days |
Stock Options Exercisable, Weighted-Average Exercise Price | $ 15.46 |
$34.50 [Member] | |
Stockholders Equity [Line Items] | |
Exercise prices, lower range | $ 34.50 |
Stock Options Outstanding, Shares Outstanding | shares | 54,000 |
Stock Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 1 year 3 months 7 days |
Stock Options Outstanding, Weighted-Average Exercise Price | $ 15.02 |
Stock Options Exercisable, Shares Outstanding | shares | 54,000 |
Stock Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 1 year 6 months 25 days |
Stock Options Exercisable, Weighted-Average Exercise Price | $ 18.52 |
$33.36 - $34.50 [Member] | |
Stockholders Equity [Line Items] | |
Exercise prices, lower range | 33.36 |
Exercise prices, upper range | $ 34.50 |
Stock Options Outstanding, Shares Outstanding | shares | 124,000 |
Stock Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 4 years 7 months 9 days |
Stock Options Outstanding, Weighted-Average Exercise Price | $ 33.85 |
Stock Options Exercisable, Shares Outstanding | shares | 100,620 |
Stock Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 4 years 3 months 21 days |
Stock Options Exercisable, Weighted-Average Exercise Price | $ 33.98 |
Non-Redeemable Preferred Stock
Non-Redeemable Preferred Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Series B Preferred Stock [Member] | ||
Preferred Stock [Line Items] | ||
Preferred stock, shares outstanding | 20,000 | 20,000 |
Number of cumulative convertible preferred stock | 20,000 | 20,000 |
Preferred stock cumulative dividend rate | 12.00% | 12.00% |
Cash dividends paid on non-redeemable preferred stock per share | $ 12 | |
Preferred stock, par value | $ 100 | $ 100 |
Number of shares of common stock for each share of converted preferred stock | 33.3333 shares of common stock for each share of preferred stock | |
Preferred stock converted into shares of common stock | 666,666 | |
Votes per share for preferred share holder | One vote per share | |
Shares of authorized additional preferred stock | 230,000 | |
Series D Preferred Stock [Member] | ||
Preferred Stock [Line Items] | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Number of cumulative convertible preferred stock | 1,000,000 | 1,000,000 |
Preferred stock cumulative dividend rate | 6.00% | 6.00% |
Cash dividends paid on non-redeemable preferred stock per share | $ 0.06 | |
Number of shares of common stock for each share of converted preferred stock | 1 share of common stock for 4 shares of preferred stock | |
Preferred stock converted into shares of common stock | 250,000 | |
Votes per share for preferred share holder | .875 votes per share | |
Preferred stock no par value | ||
Liquidation preference of Series D preferred stock | $ 1 | |
Shares of authorized additional preferred stock | 3,860,000 |
Executive Benefit Agreement, _3
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2019 | Dec. 31, 2018USD ($)Person | |
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
Minimum amount of life insurance policies to be kept by the company for 2005 Agreement | $ | $ 2,500,000 | |
Number of persons employed | 576 | |
Union agreement earliest expiration date | 2019-07 | |
Union agreement latest expiration date | 2021-07 | |
Collective Bargaining Agreements [Member] | ||
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
Number of persons employed | 193 | |
Subsequent Event [Member] | ||
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
401(k) plan, Employer matching contribution percentage | 50.00% | |
Subsequent Event [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
401(k) plan, Company matching contributions to all full-time employees | 6.00% |
Executive Benefit Agreement, _4
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements - Executive Benefit Agreements (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Compensation Related Costs [Abstract] | ||
Total undiscounted death benefit | $ 2,500 | $ 2,424 |
Total accrued death benefit | $ 2,585 | $ 2,533 |
Executive Benefit Agreement, _5
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements - Executive Benefit Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Costs (recovery of costs) associated with executive benefit included in SG&A, net | $ 17 | $ 9 | $ (341) |
Executive Benefit Agreement, _6
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements - Life Insurance Policies (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Compensation Related Costs [Abstract] | ||
Total face value of life insurance policies | $ 4,500 | $ 4,500 |
Total cash surrender values of life insurance policies | 1,656 | 1,804 |
Loans on cash surrender values | (1,559) | (1,482) |
Net cash surrender values | $ 97 | $ 322 |
Executive Benefit Agreement, _7
Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements - Life Insurance Premiums (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Cost of life insurance premiums | $ 54 | $ 14 | $ 481 |
Decreases (increases) in cash surrender values | 149 | 162 | (51) |
Net cost of life insurance premiums included in SG&A | $ 203 | $ 176 | $ 430 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||
Accrued Liabilities And Other Liabilities | $ 50,990,000 | $ 47,264,000 | |||
Accelerated stock compensation expense | $ 2,700,000 | ||||
Number of shares with accelerated vesting (in shares) | 312,369 | ||||
Dividends on convertible preferred stocks | $ 300,000 | 300,000 | $ 300,000 | ||
Preferred stock, accumulated dividends | 978,000 | ||||
Extinguishment of estimated death benefit liability | $ (5,951,000) | (5,951,000) | (8,703,000) | ||
Proceeds from sale of business | 2,730,000 | $ 356,704,000 | |||
Term of agreement | 2 years | ||||
Sale of Life Insurance Policies | $ 1,700,000 | ||||
Board Member [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fee | 100,000 | ||||
Daniel D. Greenwell [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal amount of notes sold | 500,000 | ||||
Accrued Liabilities And Other Liabilities | 2,800,000 | ||||
Dividends on convertible preferred stocks | 0 | 0 | 0 | ||
Affiliate of SBC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal amount of notes sold | 50,000,000 | ||||
Fee paid to affiliate | 2,700,000 | ||||
Two Employees of SBC and Affiliates Serving as Directors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Directors fees | 300,000 | 300,000 | 300,000 | ||
Barry H. Golsen [Member] | |||||
Related Party Transaction [Line Items] | |||||
Directors fees | $ 100,000 | 100,000 | 100,000 | ||
Jack E. Golsen [Member] | |||||
Related Party Transaction [Line Items] | |||||
Current term expiring date | Dec. 31, 2017 | ||||
Retirement date | Dec. 31, 2017 | ||||
Jack E. Golsen [Member] | Industrial Acquisitions LLC and Industrial Products LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loss on sales of businesses | 800,000 | ||||
Jack E. Golsen [Member] | Operating Other Expense [Member] | Industrial Acquisitions LLC and Industrial Products LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from sale of business | 3,500,000 | ||||
Jack E. Golsen [Member] | Operating Other Expense [Member] | Death Benefit Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Extinguishment of estimated death benefit liability | $ 1,400,000 | ||||
Jack E. Golsen [Member] | Transition Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Agreement commencement date | Jan. 1, 2018 | ||||
Payment of annual cash retainer fee | $ 480,000 | ||||
Amount payable to cover certain monthly expense | 4,400 | ||||
Severance agreement, one-time payment | $ 2,320,000 | ||||
Steven J. Golsen [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fee | $ 400,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Additional Information Relating to Cash Flow Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash payments (refunds) for: | |||
Interest on long-term debt and other, net of capitalized interest | $ 35,719 | $ 34,274 | $ 28,049 |
Income taxes, net | (1,138) | (674) | (2,611) |
Noncash investing and financing activities: | |||
Incentive tax credit receivable associated with property, plant and equipment | 8,125 | ||
Supplies and accounts payable associated with additions of property, plant and equipment | 16,484 | 17,105 | 16,056 |
Dividends accrued on redeemable preferred | 26,840 | 23,443 | 19,733 |
Accretion of redeemable preferred | $ 3,375 | $ 6,487 | $ 6,546 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - Climate Control Group [Member] - Discontinued Operations [Member] $ in Millions | Dec. 31, 2017USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Accounts receivable, net | $ 2.7 |
Amount held in escrow deposit | $ 2.7 |
Discontinued Operations - Summa
Discontinued Operations - Summarized Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Net sales | $ 138,609 | |
Cost of sales | 93,178 | |
Selling, general and administrative expense | 32,719 | |
Transaction costs | 2,535 | |
Other expense (income), net | 175 | |
Income from operations of discontinued operations | 10,002 | |
Gain on sale of discontinued operations | $ 2,595 | 281,990 |
Provision for income taxes | 1,519 | 91,691 |
Income from discontinued operations, net of taxes | $ 1,076 | $ 200,301 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Condensed Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Deferred income taxes | $ 2,461 | $ 88,356 |
Depreciation and amortization of property, plant and equipment | 1,607 | |
Stock-based compensation | 955 | |
Expenditures for property, plant and equipment | 273 | |
Software and software development costs | $ 675 |
Quarterly Financial Data - Sche
Quarterly Financial Data - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Net sales | $ 94,730 | $ 79,781 | $ 103,199 | $ 100,450 | $ 88,917 | $ 92,390 | $ 122,853 | $ 123,344 | $ 378,160 | $ 427,504 | $ 374,585 |
Gross profit (loss) | 12,411 | (9,742) | 3,073 | 10,093 | (10,204) | (7,285) | 11,340 | 11,615 | 15,835 | 5,466 | (49,306) |
Net income (loss) | (13,045) | (26,084) | (27,506) | (5,591) | 914 | (17,112) | (7,033) | (5,986) | (72,226) | (29,217) | 112,168 |
Net loss attributable to common stockholders | $ (20,705) | $ (33,422) | $ (35,011) | $ (13,603) | $ (6,991) | $ (24,745) | $ (14,515) | $ (13,196) | $ (102,741) | $ (59,447) | $ 64,760 |
Basic and dilutive loss per common share: | $ (0.75) | $ (1.22) | $ (1.27) | $ (0.49) | $ (0.26) | $ (0.91) | $ (0.53) | $ (0.48) | $ (3.74) | $ (2.18) | $ 2.54 |
Basic and dilutive income (loss) per common share: | |||||||||||
Loss from continuing operations | (0.30) | (0.91) | (0.53) | (0.48) | (3.74) | (2.22) | (5.28) | ||||
Income from discontinued operations, net of taxes | 0.04 | 0.04 | 7.82 | ||||||||
Basic and dilutive loss per common share: | $ (0.75) | $ (1.22) | $ (1.27) | $ (0.49) | $ (0.26) | $ (0.91) | $ (0.53) | $ (0.48) | $ (3.74) | $ (2.18) | $ 2.54 |
Quarterly Financial Data - Sc_2
Quarterly Financial Data - Schedule of Quarterly Financial Information (Parenthetical) (Detail) - USD ($) $ in Thousands | Apr. 25, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Quarterly Financial Data [Line Items] | ||||||||||||
Recovery from a settlement with a vendor | $ 4,419 | |||||||||||
Gross profit (loss) | 12,411 | $ (9,742) | $ 3,073 | $ 10,093 | $ (10,204) | $ (7,285) | $ 11,340 | $ 11,615 | $ 15,835 | $ 5,466 | $ (49,306) | |
Net income (loss) | (13,045) | (26,084) | (27,506) | (5,591) | 914 | (17,112) | (7,033) | (5,986) | (72,226) | (29,217) | 112,168 | |
Loss on extinguishment of debt | (5,951) | (5,951) | (8,703) | |||||||||
Interest expense, net | $ (900) | (11,056) | (11,009) | (11,693) | (9,306) | (9,326) | (9,291) | (9,292) | (9,358) | (43,064) | (37,267) | (30,945) |
Severance benefits and accelerated stock-based compensation | (5,300) | |||||||||||
Provision (benefit) for income taxes | (764) | 2,426 | (4,324) | 922 | 30,018 | 6,698 | 2,761 | $ 1,282 | $ 1,740 | $ (40,759) | $ (41,956) | |
Income From Discontinued Operations Net of Taxes [Member] | ||||||||||||
Schedule Of Quarterly Financial Data [Line Items] | ||||||||||||
Net income (loss) | 1,076 | |||||||||||
Turnaround Expense [Member] | ||||||||||||
Schedule Of Quarterly Financial Data [Line Items] | ||||||||||||
Gross profit (loss) | (116) | (7,939) | (1,412) | (302) | (102) | (1,098) | (120) | |||||
Net income (loss) | $ (116) | $ (7,939) | $ (1,412) | $ (302) | $ (102) | $ (1,098) | (120) | |||||
Recovery of Precious Metals [Member] | ||||||||||||
Schedule Of Quarterly Financial Data [Line Items] | ||||||||||||
Recovery of precious metals | $ 2,905 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable - Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 303 | $ 357 | $ 525 |
Additions- Charges to (Recovery of) Costs and Expenses | 124 | (54) | 80 |
Deductions- Write- offs/Costs Incurred | 76 | 0 | 248 |
Balance at End of Year | 351 | 303 | 357 |
Supplies-Reserve for Slow-Moving Items [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 15 | 15 | 928 |
Additions- Charges to (Recovery of) Costs and Expenses | 0 | 0 | 0 |
Deductions- Write- offs/Costs Incurred | 0 | 0 | 913 |
Balance at End of Year | 15 | 15 | 15 |
Notes Receivable - Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 0 | 970 | |
Additions- Charges to (Recovery of) Costs and Expenses | 0 | ||
Deductions- Write- offs/Costs Incurred | 970 | ||
Balance at End of Year | 0 | ||
Deferred Tax Assets - Valuation Allowance [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 26,920 | 13,128 | 1,242 |
Additions- Charges to (Recovery of) Costs and Expenses | 21,042 | 13,792 | 11,886 |
Deductions- Write- offs/Costs Incurred | 2,336 | 0 | 0 |
Balance at End of Year | $ 45,626 | $ 26,920 | $ 13,128 |