NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
For a complete discussion of our significant accounting policies, refer to the notes to our audited consolidated financial statements included in our Form 10-K for the year
ended December 31, 2017 (“2017
Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February
26,
2018.
Basis of Consolidation
–
LSB Industries, Inc. (“LSB”) and its subsidiaries (the “Company”, “We”, “Us”, or “Our”) are consolidated in the accompanying condensed consolidated financial statements. LSB is a holding company with no significant operations or assets other than cash, cash equivalents, and investments in its subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain prior period amounts reported in our condensed 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 ammonium nitrate (“HDAN”), urea ammonium nitrate (“UAN”), and ammonium nitrate (“AN”) solution 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 the second and fourth quarters of 2017, respectively.
During July 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. During the first quarter of 2018, we received the remaining proceeds held in a related indemnity escrow account of $2.7 million.
In our opinion, the unaudited condensed consolidated financial statements of the Company as of June 30, 2018 and for the three and six-month periods ended June 30, 2018 and 2017 include all adjustments and accruals, consisting of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results
for the interim periods. These interim results are not necessarily indicative of results for a full year due, in part, to the seasonality of our sales of agricultural products and the timing of performing our major plant maintenance activities. Our selling seasons for agricultural products are primarily during the spring and fall planting seasons, which typically extend from March through June and from September through November.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in connection with our audited consolidated financial statements and notes thereto included in our 2017 Form 10-K.
Use of Estimates
–
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes –
We recognize deferred tax assets and liabilities for the expected future tax consequences attributable to net operating loss (“NOL”) carryforwards, tax credit carryforwards, and the differences, if any, between the financial statement carrying amounts and the tax basis of our assets and liabilities. 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary 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 date of enactment.
8
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Summary of Significant Accounting Policies
(continued)
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 9 – Income Taxes discussing the Tax Cuts and Jobs Act of 2017 and Staff Accounting Bulletin No. 118 ("SAB 118") issued by the SEC.
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 amount of accretion was recorded to retained earnings.
However, it is reasonably possible this accretion could change if the expected redemption date changes.
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 ASUs further amending revenue recognition guidance, which includes ASU 2016-08, 2016-10, 2016-11, 2016-12 and 2016-20. The core principle of these ASUs (together “ASC 606”) is to allow for an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. 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.
On January 1, 2018, we adopted ASC 606 as discussed in Note 2-Adoption of ASC 606.
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 the six months ended June 30, 2017.
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. T
he adoption of this ASU did not affect the presentation of cash flow activities for the six months ended June 30, 2017.
ASU 2018-05
– See Note 9 – Income Taxes.
Recently Issued Accounting Pronouncements
ASU 2016-02 –
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. As of June 30, 2018, this ASU must be adopted using a modified retrospective transition; however, the
FASB has proposed an additional transition method option and that ASU is currently pending to be issued. Under the modified retrospective transition method, we are required to apply
the new guidance at the beginning of the earliest comparative period pres
ented (including
recognizing a cumulative-effect adjustment as of January 1, 2017)
. Under the proposed additional transition method, we have the option to apply the new guidance (including
recognizing a cumulative-effect adjustment)
on January 1, 2019, the date we plan to adopt this ASU. Consequently, under this proposed optional
9
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Summary of Significant Accounting Policies
(continued)
method, our reporting for the comparative periods presented in the financial statements issued after the date of adoption would continue to be in accordance with current GAAP, including disclosures. This ASU and ASU 2018-01 also provide for certain practical expedients that we are currently evaluating for possible election.
Although we currently have a relatively small number of leases (most are currently classified as operating leases under which we are the lessee), we have obtained and continue to obtain information relating to our leases and other right-to-use arrangements for the purpose of evaluating the effect of this guidance on our consolidated financial statements and related disclosures. In addition, we are developing and testing changes to our accounting system as the result of this ASU. We currently expect most of the effect of this guidance on our consolidated financial statements to impact our balance sheet presentation (increase the amount of our assets for the inclusion of right-of-use assets and increase the amount of our liabilities for the inclusion of the associated lease obligations). For 2017, expenses associated with our operating lease agreements, including month-to-month leases,
were $9.8 million. As of December 31, 2017, our future minimum payments on operating lease agreements with initial or remaining terms of one year or more totaled $21.2 million.
Note 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 condensed consolidated statement of operations for the current reporting periods have been provided to reflect both the adoption of ASC 606 as well as a comparative presentation in accordance with ASC 605 previously in affect:
|
|
Three Months Ended June 30, 2018
|
|
|
|
As
|
|
|
Balance without
|
|
|
Effect of Change
|
|
|
|
Reported
|
|
|
adoption of 606
|
|
|
Higher/(Lower)
|
|
|
|
(In Thousands)
|
|
Net sales
|
|
$
|
103,199
|
|
|
$
|
120,492
|
|
|
$
|
(17,293
|
)
|
Cost of sales
|
|
|
100,126
|
|
|
|
117,264
|
|
|
|
(17,138
|
)
|
Gross profit
|
|
|
3,073
|
|
|
|
3,228
|
|
|
|
(155
|
)
|
Selling, general and administrative expense
|
|
|
8,397
|
|
|
|
8,552
|
|
|
|
(155
|
)
|
Operating loss
|
|
|
(5,869
|
)
|
|
|
(5,869
|
)
|
|
|
—
|
|
|
|
Six Months Ended June 30, 2018
|
|
|
|
As
|
|
|
Balance without
|
|
|
Effect of Change
|
|
|
|
Reported
|
|
|
adoption of 606
|
|
|
Higher/(Lower)
|
|
|
|
(In Thousands)
|
|
Net sales
|
|
$
|
203,649
|
|
|
$
|
237,042
|
|
|
$
|
(33,393
|
)
|
Cost of sales
|
|
|
190,483
|
|
|
|
223,570
|
|
|
|
(33,087
|
)
|
Gross profit
|
|
|
13,166
|
|
|
|
13,472
|
|
|
|
(306
|
)
|
Selling, general and administrative expense
|
|
|
16,700
|
|
|
|
17,006
|
|
|
|
(306
|
)
|
Operating loss
|
|
|
(3,985
|
)
|
|
|
(3,985
|
)
|
|
|
—
|
|
Except for the change in accounting policies for revenue recognition as a result of adopting ASC 606, there have been no changes to our significant accounting policies as described in the 2017 Form 10-K that had a material impact on our condensed consolidated financial statements and related notes.
10
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 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 tables present our net sales disaggregated by revenue source:
|
|
Three Months Ended
June 30,
|
|
|
|
2018
|
|
|
2017
(a)
|
|
|
|
(Dollars In Thousands)
|
|
Net sales:
|
|
|
|
|
|
|
|
|
Agricultural products
|
|
$
|
58,024
|
|
|
$
|
57,236
|
|
Industrial acids and other chemical products
|
|
|
32,775
|
|
|
|
53,217
|
|
Mining products
|
|
|
12,400
|
|
|
|
10,344
|
|
Other products
|
|
|
—
|
|
|
|
2,056
|
|
Total net sales
|
|
$
|
103,199
|
|
|
$
|
122,853
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
2018
|
|
|
2017
(a)
|
|
|
|
(Dollars In Thousands)
|
|
Net sales:
|
|
|
|
|
|
|
|
|
Agricultural products
|
|
$
|
110,293
|
|
|
$
|
120,499
|
|
Industrial acids and other chemical products
|
|
|
70,912
|
|
|
|
102,097
|
|
Mining products
|
|
|
22,444
|
|
|
|
17,960
|
|
Other products
|
|
|
—
|
|
|
|
5,641
|
|
Total net sales
|
|
$
|
203,649
|
|
|
$
|
246,197
|
|
|
(
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.
11
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2: Adoption of ASC 606 (continued)
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.
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 16 months at June 30, 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 condensed 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. These contract liabilities are presented in Note - 5 Current and Noncurrent Accrued and Other Liabilities. For the three and six months
ended June 30, 2018,
revenues of
$2.3 million and $4.0 million were recognized and included in the balance at the beginning of each 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.
12
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3: Loss Per Common S
hare
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars In Thousands, Except Per Share Amounts)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(27,506
|
)
|
|
$
|
(7,033
|
)
|
|
$
|
(33,097
|
)
|
|
$
|
(13,019
|
)
|
Adjustments for basic net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend requirements on Series E Redeemable
Preferred
|
|
|
(6,628
|
)
|
|
|
(5,789
|
)
|
|
|
(12,966
|
)
|
|
|
(11,325
|
)
|
Dividend requirements on Series B Preferred
|
|
|
(60
|
)
|
|
|
(60
|
)
|
|
|
(120
|
)
|
|
|
(120
|
)
|
Dividend requirements on Series D Preferred
|
|
|
(15
|
)
|
|
|
(15
|
)
|
|
|
(30
|
)
|
|
|
(30
|
)
|
Accretion of Series E Redeemable Preferred
|
|
|
(802
|
)
|
|
|
(1,618
|
)
|
|
|
(2,401
|
)
|
|
|
(3,217
|
)
|
Numerator for basic and dilutive net loss per common
share - net loss attributable to common stockholders
|
|
$
|
(35,011
|
)
|
|
$
|
(14,515
|
)
|
|
$
|
(48,614
|
)
|
|
$
|
(27,711
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic and dilutive net loss per
common share - adjusted weighted-average
shares (1)
|
|
|
27,492,979
|
|
|
|
27,249,304
|
|
|
|
27,476,180
|
|
|
|
27,248,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive net loss per common share:
|
|
$
|
(1.27
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(1.77
|
)
|
|
$
|
(1.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes 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 loss per common share as their effect would have been antidilutive:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Restricted stock and stock units
|
|
|
1,160,116
|
|
|
|
1,195,560
|
|
|
|
1,177,715
|
|
|
|
1,156,493
|
|
Convertible preferred stocks
|
|
|
916,666
|
|
|
|
916,666
|
|
|
|
916,666
|
|
|
|
916,666
|
|
Series E Redeemable Preferred - embedded derivative
|
|
|
303,646
|
|
|
|
303,646
|
|
|
|
303,646
|
|
|
|
303,646
|
|
Stock options
|
|
|
180,309
|
|
|
|
217,608
|
|
|
|
188,215
|
|
|
|
218,309
|
|
|
|
|
2,560,737
|
|
|
|
2,633,480
|
|
|
|
2,586,242
|
|
|
|
2,595,114
|
|
Note 4: Inventories
At June 30, 2018 and December 31, 2017, because
costs exceeded the net realizable value, inventory adjustments we
re $567,000 and
$933,000, respectively.
13
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 5: Current and Noncurrent Accrued and Other Liabilities
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Accrued interest
|
|
$
|
7,091
|
|
|
$
|
13,424
|
|
Deferred revenue
|
|
|
6,101
|
|
|
|
6,987
|
|
Accrued payroll and benefits
|
|
|
3,459
|
|
|
|
4,855
|
|
Accrued death and other executive benefits
|
|
|
2,789
|
|
|
|
2,808
|
|
Series E Redeemable Preferred - embedded derivative
|
|
|
1,838
|
|
|
|
2,660
|
|
Accrued health and worker compensation insurance claims
|
|
|
1,680
|
|
|
|
1,658
|
|
Customer deposits
|
|
|
284
|
|
|
|
1,334
|
|
Other
|
|
|
8,801
|
|
|
|
13,538
|
|
|
|
|
32,043
|
|
|
|
47,264
|
|
Less noncurrent portion
|
|
|
10,656
|
|
|
|
11,691
|
|
Current portion of accrued and other liabilities
|
|
$
|
21,387
|
|
|
$
|
35,573
|
|
Note 6: Long-Term Debt
Our long-term debt consists of the following:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Working Capital Revolver Loan, with a current interest
rate of 5.50% (A)
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Notes due 2023 (B)
|
|
|
400,000
|
|
|
|
—
|
|
Senior Secured Notes due 2019 (B)
|
|
|
—
|
|
|
|
375,000
|
|
Secured Promissory Note due 2019, with a current interest
rate of 5.73% (C)
|
|
|
7,662
|
|
|
|
8,167
|
|
Secured Promissory Note due 2021, with a current interest
rate of 5.25% (D)
|
|
|
9,696
|
|
|
|
11,262
|
|
Secured Promissory Note due 2023, with a current interest
rate of 6.25% (E)
|
|
|
15,675
|
|
|
|
16,665
|
|
Other
|
|
|
—
|
|
|
|
2,994
|
|
Unamortized discount and debt issuance costs
|
|
|
(16,670
|
)
|
|
|
(4,689
|
)
|
|
|
|
416,363
|
|
|
|
409,399
|
|
Less current portion of long-term debt, net
|
|
|
12,899
|
|
|
|
9,146
|
|
Long-term debt due after one year, net
|
|
$
|
403,464
|
|
|
$
|
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 June 30, 2018, our available borrowings under our Working Capital Revolver Loan were approximately $34.3 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 monthl
y.
14
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 6: 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, beginning 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.
(C)
El Dorado Chemical Company (“EDC”),
one of our subsidiaries
,
is party to a secured promissory note due June 29, 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
March 26, 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
May 10, 2023
. Principal and interest are payable in
equal monthly installments with a final balloon payment of approximately $6.1 million.
15
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7: Commitments and Contingencies
Natural Gas Purchase Commitments
–
At June 30, 2018, our
natural gas contracts, which qualify as normal purchases under GAAP and thus are not mark-to-market, included
minimal volume purchase commitments with fixed prices
.
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. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety effects of our operations.
There can be no assurance that we will not incur material costs or liabilities in complying with such laws or in paying fines or penalties for violation of such laws.
Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.
The Environmental and Health Laws and related enforcement policies have in the past resulted, and could in the future result, in significant compliance expenses, cleanup costs (for our sites or third-party sites where our wastes were disposed of), penalties or other liabilities relating to the handling, manufacture, use, emission, discharge or disposal of hazardous or toxic materials at or from our facilities or the use or disposal of certain of its chemical products. Further, a number of our facilities are dependent on environmental permits to operate, the loss or modification of which could have a material adverse effect on their operations and our financial condition.
Historically, significant capital expenditures have been incurred by our subsidiaries in order to comply with the Environmental and Health Laws, and significant capital expenditures are expected to be incurred in the future. We will also be obligated to manage certain discharge water outlets and monitor groundwater contaminants at our facilities should we discontinue the operations of a facility. 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
June 30, 2018
, our accrued liabilities for environmental matters totaled
$183,000
relating primarily to the matters discussed below.
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 (the “EPA”). These permits limit the type and amount of effluents that can be discharged and control the method of such discharge.
Our Pryor Facility
is authorized by
permit to inject wastewater into an on-site
underground injection
well
through
2018. The Oklahoma Department of Environmental Quality (“ODEQ”) has indicated that the permit may not be renewed
following its expiration,
and the Pryor Chemical Company (“PCC”) may have to find an alternative means of
waste water
disposal after the permit expires. PCC
has engaged in ongoing discussions
with the ODEQ
regarding future disposal of this 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 runoff and EDC is currently working with ADEQ to resolve this issue through a new permit, which is currently in progress.
16
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7: Commitments and Contingencies (continued)
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. On August 30, 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 on September 27, 2017. The appeal places an automatic stay on the objectionable conditions and EDC is working with the ADEQ to obtain modifications to the renewed permit terms. We believe that the issue with the storm-water runoff should be resolved, if and when the appeal is resolved.
During 2012, EDC paid a penalty
of $100,000 to
settle an administrative complaint issued by the EPA, and thereafter handled by the U.S. Department of Justice (“DOJ”), relating to certain alleged violations of EDC’s 2004 NPDES permit from 2004 through 2010. At the time of settlement, the DOJ advised that an additional action may be brought for alleged permit violations occurring after 2010. As of the date of this report, no action has been filed by the DOJ against EDC. As a result, the cost (or range of costs) cannot currently be reasonably estimated regarding this matter.
Therefore, no liability
has been established for potential future penalties as of June
30, 2018.
In November 2006, the El Dorado Facility entered into a Consent Administrative Order (the “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 risk assessment was submitted in August 2007. In February 2015, the ADEQ stated that El Dorado Chemical was meeting the requirements of the CAO and should continue semi-annual monitoring.
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.
The final remedy for shallow groundwater contamination, should any remediation be required, would be selected pursuant to a new consent administrative order and based upon the risk assessment. 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) cannot currently be reasonably estimated. Therefore
, no liability
has been established at June 30, 2018, in connection with this matter.
2. Other Environmental Matters
In 20
02, certain of o
ur subsidiaries sold substantially all of their operating assets relating to a Kansas chemical facility (the “Hallowell Facility”) but retained ownership of the real property where the facility is located. Our subsidiary retained the obligation to be responsible for, and perform the activities under, a previously executed consent order to investigate the surface and subsurface contamination at the real property and develop a corrective action strategy based on the investigation. In addition, certain of our subsidiaries agreed to indemnify the buyer of such assets for these environmental matters.
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
ying one-half
of th
e cos
ts of the investigation and interim measures relating to this matter as approved by the Kansas Department of Health and Environment (the “KDHE”), subject to reallocation.
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 are advised by our consultant that until the study is completed there is not sufficient information to develop a meaningful and reliable estimate (or range of estimate) as to the cost of the remediation.
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.
17
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7: Commitments and Contingencies (continued)
In 2014, EDC and LSB were named as defendants, together with other AN manufacturers and brokers that arranged the transport and delivery of AN to West Fertilizer, in the case styled
City of West, Texas vs. CF Industries, Inc., et al.
, in the District Court of McLennan County, Texas. The plaintiffs allege, among other things, that LSB and EDC were negligent in the production and marketing of fertilizer products sold to West Fertilizer, resulting in death, personal injury and property damage. EDC retained a firm specializing in cause and origin investigations with particular experience with fertilizer facilities, to assist EDC in its own investigation. LSB and EDC placed its liability insurance carrier on notice, and the carrier is handling the defense for LSB and EDC concerning this matter. 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
e claims against us and EDC based on a duty to inspect but allowed the plaintiffs to proceed on claims for design defect and failure to warn.
Subsequently, we and EDC have entered into confidential settlement agreements (with approval of our insurance carriers) with
several
plaintiffs that had claimed wrongful death and bodily injury and insurance companies asserting subrogation claims for damages from the explosion. A portion of these settlements have been paid by the insurer as of June 30, 2018. While these settlements resolve the claims of a number of the claimants in this matter for us, we continue to be party to litigation related to this explosion by other plaintiffs, in addition to indemnification or defense obligations we may have to other defendants. We intend to continue to defend these lawsuits vigorously and we are unable to estimate a possible range of loss at this time if there is an adverse outcome in this matter as to EDC. As of June 30,
2018, no liability
reserve has been established in connection with this matter, except for the unpaid portion of the settlement agreements that are covered by insurance as discussed above.
In 2015, our subsidiary, EDC, was sued in the matter styled
BAE Systems Ordinance Systems, Inc.
(“BAE”),
et al. vs. El Dorado Chemical Company
, in the United States District Court, Western District of Arkansas, for an alleged breach of a supply agreement to provide BAE certain products. In March 2018, the Court granted our motion for summary judgment and dismissed BAE’s claims against the Company.
In 2015, a case styled
Dennis Wilson vs. LSB Industries, Inc
., et al., was filed in the United States District Court for the Southern District of New York. The plaintiff purports to represent a class of our shareholders and asserts that we violated federal securities laws by allegedly making material misstatements and omissions about delays and cost overruns at our El Dorado Chemical Company manufacturing facility and about our financial well-being and prospects. The lawsuit, which also names certain current and former officers, seeks an unspecified amount of damages. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this
action.
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 in July 2015 and
Global claims it is entitled to payment for certain work prior to its termination in the sum of approximately $18 million. Leidos reports that it made an estimated $6 million payment to Global on or about September 11, 2015, and EDA paid Leidos approximately $3.5 million relating to work performed by subcontractors of Global. Leidos has not approved certain payments to Global pending the result of on-going audits and investigation undertaken to quantify the financial impact of Global’s work.
EDA intends to monitor the Leidos audit, and conduct its own investigation, in an effort to determine whether any additional payment should be released to Global for any work not in dispute. LSB and EDA intend to pursue recovery of any damage or loss caused by Global’s work performed at our El Dorado Facility. In January 2016, El Dorado, Leidos and Global reached an agreement whereby the approximately $3.6 million claims of Leidos’ remaining unpaid subcontracts, vendors and suppliers will be paid (and these suppliers and subcontractors will in turn issue releases of their respective claims and liens). In addition, Global will reduce the value of its claim as against Leidos, and its lien amount as against the project by a similar amount. After all such lower tier supplier and subcontractors are satisfied, the Global claim and lien amount will be reduced to approximately $5 million. 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.,
where in Global seeks damages under breach of contract and other claims. We have requested indemnifications from Leidos under the terms of our contracts and we intend to vigorously defend against the allegation made by Global. No liability has been established in connection with the remaining $5 million claim. In addition, LSB and EDA intend to pursue recovery of
any damage or loss caused by Global’s work performed at our El Dorado Facility.
18
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7: Commitments and Contingencies (continued)
We are also involved in various other claims and legal actions. 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.
Note 8: Derivatives, Hedges, Financial Instruments and Carbon Credits
For the periods presented, the following significant instruments are accounted for on a fair value basis:
Carbon Credits and Associated Contractual Obligation
Periodically, we are issued climate reserve tonnes (“carbon credits”) by the Climate Action Reserve in relation to a greenhouse gas reduction project (“Project”) performed at the Baytown Facility. Pursuant to the terms of the agreement with Covestro, a certain portion of the carbon credits are to be sold and the proceeds given to Covestro to recover the costs of the Project, and any balance thereafter to be allocated between Covestro and EDN. We have no obligation to reimburse Covestro for their costs associated with the Project, except through the transfer or sale of the carbon credits when such credits are issued to us. The assets for carbon credits are accounted for on a fair value basis and the contractual obligations associated with these carbon credits are also accounted for on a fair value basis (unless we enter into a sales commitment to sell the carbon credits). At June
30, 2018 and December 31, 2017, we
did not have any carbon credits or related contractual obligations.
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 6 and 10, we estimate that the contingent redemption features have fair value at June 30, 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,
w
e estimate no fair value at June 30, 2018 based on our assessment that there is a remote probability that these features will be exercised.
At June 30, 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 June 30, 2018 and December 31, 2017, the fair value of the embedded derivative included the valuation of the participation rights, which was based on the equivalent of
303,646
shares of our common stock at $
5.30 and $8.76 per share, respectively.
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 June 30, 2018 and December 31, 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 June
30, 2018 and December 31, 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 June 30, 2018 and December 31, 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.
19
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8: Derivatives, Hedges, Financial Instruments and Carbon Credits (continued)
The following details our liabilities that are measured at fair value on a recurring basis at June
30, 2018 and December 31, 2017:
|
|
|
|
|
|
Fair Value Measurements at
June 30, 2018 Using
|
|
|
|
|
|
Description (1)
|
|
Total Fair
Value at
June 30,
2018
|
|
|
Quoted Prices
in Active
Markets for
Identical
Contracts
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total Fair
Value at
December 31,
2017
|
|
|
|
(In Thousands)
|
|
Liabilities - Current and noncurrent accrued and
other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivative
|
|
$
|
(1,838
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,838
|
)
|
|
$
|
(2,660
|
)
|
Total
|
|
$
|
(1,838
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,838
|
)
|
|
$
|
(2,660
|
)
|
|
(1)
|
There were no assets that were measured at fair value on a recurring basis at June 30, 2018 or December 31, 2017.
|
None of our liabilities measured at fair value on a recurring basis transferred between Level 1 and Level 2 classifications for the periods presented below. 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
|
|
|
Assets
|
|
|
Liabilities
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Beginning balance
|
|
$
|
534
|
|
|
$
|
867
|
|
|
$
|
(2,395
|
)
|
|
$
|
(3,715
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,660
|
)
|
|
$
|
(2,557
|
)
|
Transfers into Level 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Transfers out of Level 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total realized and unrealized gains (losses)
included in operating results
|
|
|
—
|
|
|
|
—
|
|
|
|
358
|
|
|
|
(109
|
)
|
|
|
534
|
|
|
|
867
|
|
|
|
623
|
|
|
|
(1,267
|
)
|
Purchases
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Issuances
|
|
|
—
|
|
|
|
—
|
|
|
|
(229
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(229
|
)
|
|
|
—
|
|
Sales
|
|
|
(534
|
)
|
|
|
(867
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(534
|
)
|
|
|
(867
|
)
|
|
|
—
|
|
|
|
—
|
|
Settlements
|
|
|
—
|
|
|
|
—
|
|
|
|
428
|
|
|
|
687
|
|
|
|
—
|
|
|
|
—
|
|
|
|
428
|
|
|
|
687
|
|
Ending balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,838
|
)
|
|
$
|
(3,137
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,838
|
)
|
|
$
|
(3,137
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
$
|
(289
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,051
|
|
|
$
|
(580
|
)
|
20
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8: Derivatives, Hedges, Financial Instruments and Carbon Credits (continued)
Net gains (losses) included in operating results and the statement of operations classifications are as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Total net gains (losses) included in operating results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income - Carbon credits
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
534
|
|
|
$
|
867
|
|
Other expense - Contractual obligations relating to
carbon credits
|
|
|
106
|
|
|
|
180
|
|
|
|
(428
|
)
|
|
|
(687
|
)
|
Non-operating other income (expense) - embedded
derivative
|
|
|
252
|
|
|
|
(289
|
)
|
|
|
1,051
|
|
|
|
(580
|
)
|
Total net gains (losses) included in operating results
|
|
$
|
358
|
|
|
$
|
(109
|
)
|
|
$
|
1,157
|
|
|
$
|
(400
|
)
|
At June 30, 2018 and December 31, 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.
Note 9: Income Taxes
In December 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “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 FAS
B issued ASU 2018-05, Income Taxes (Topic 740): "Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118" to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act.
At June 30, 2018, the Company has not completed its accounting for all of the tax effects of the Act and has not made an adjustment to the provisional tax benefit recorded under SAB 118 at December 31, 2017.
We have estimated our provision for income taxes in accordance with the Act and guidance available as of the date of this filing. Our estimated annual effective tax rate may be adjusted in subsequent interim periods, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, and additional regulatory guidance that may be issued.
Provision (benefit) for income taxes is as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
$
|
(27
|
)
|
|
$
|
1
|
|
|
$
|
(40
|
)
|
|
$
|
(39
|
)
|
Total Current
|
|
$
|
(27
|
)
|
|
$
|
1
|
|
|
$
|
(40
|
)
|
|
$
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
4,633
|
|
|
$
|
(2,558
|
)
|
|
$
|
3,848
|
|
|
$
|
(3,770
|
)
|
State
|
|
|
(282
|
)
|
|
|
(204
|
)
|
|
|
(406
|
)
|
|
|
(234
|
)
|
Total Deferred
|
|
$
|
4,351
|
|
|
$
|
(2,762
|
)
|
|
$
|
3,442
|
|
|
$
|
(4,004
|
)
|
Provision (benefit) for income taxes
|
|
$
|
4,324
|
|
|
$
|
(2,761
|
)
|
|
$
|
3,402
|
|
|
$
|
(4,043
|
)
|
For the three and six months ended June 30, 2018 and 2017, the curren
t benefit for st
ate income taxes shown above includes regular state income tax and provisions for uncertain state income tax positions.
21
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9: Income Taxes (continued)
Our estimated annual effective rate for 2018 includes the impact of permanent tax differences, limits on deductible compensation, valuation allowances, and other permanent items.
We reduce our deferred tax assets by a valuation allowance if, based upon the weight of available evidence, it is more-likely-than-not that we will not realize some portion or all of the deferred tax assets. We consider relevant evidence, both positive and negative, to determine the need for a valuation allowance. 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. During the second quarter of 2018, we established a valuation allowance on a portion of our federal deferred tax assets. This valuation allowance is 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 2018 second quarter results. Based on our analysis, we now 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 we estimate the valuation allowance to be recorded during 2018 to be approximately $11 million. We have also determined it was more-likely-than-not that a portion of the state deferred tax assets would not be able to be utilized before expiration and we estimate the valuation allowance associated with these state deferred tax assets to be recorded during 2018 will be approximately
$
5.1
million.
We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to our deferred tax assets. Changes in positive and negative evidence, including differences between estimated and actual results and additional guidance for various provisions of the Act, could result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial statements. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.
The tax provision for the six months ended June 30, 2018 was $
3.4
million (
11
% provision on pre-tax loss) and the tax benefit for the six months ended June 30, 2017 was $4.0 million (24% benefit on pre-tax loss). For the first six months of 2018, the effective tax rate is less than the statutory tax rate primarily due to the impact of the valuation allowances.
LSB and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the 2014-2017 years remain open for all purposes of examination by the U.S. Internal Revenue Service and other major tax jurisdictions. We are currently under examination by the IRS for the tax year 2015.
Note 10. Securities Financing Including Redeemable Preferred Stocks
Series E Redeemable Preferred
In connection with the issuance and sale of the Senior Secured Notes (the “Financing Transaction”) as discussed in Note 6, we entered into a letter agreement with the holder of our Series E Redeemable Preferred.
The letter agreement
extended the date upon which the holder of the Series E Redeemable Preferred has the right to elect to redeem the Series E Redeemable Preferred shares from August 2, 2019 to October 25, 2023. The letter agreement also provides 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.
The transaction associated with the letter agreement was determined to be a non-substantial modification. As a result, and as shown in the table below, a fee paid to the holder was deferred (reduction to 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 8.
As of June 30, 2018, 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. Dividends accrue semi-annually in arrears and are compounded.
Series F Redeemable Preferred
As of June 30, 2018, the Series F Redeemable Preferred has 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 is entitled to a number of votes equal to 456,225 shares of our common stock.
22
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 10. Securities Financing Including Redeemable Preferred Stock
s (continued)
Changes in our Series E and Series F Redeemable Preferred are as follows:
|
|
Series
E Redeemable Preferred
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(Dollars In Thousands)
|
|
Balance at December 31, 2017
|
|
|
139,768
|
|
|
$
|
174,959
|
|
Fees associated with letter agreement
|
|
|
—
|
|
|
|
(2,676
|
)
|
Bifurcation of embedded derivative
|
|
|
—
|
|
|
|
(229
|
)
|
Accretion relating to liquidation preference on
preferred stock
|
|
|
—
|
|
|
|
1,629
|
|
Accretion for discount and issuance costs on
preferred stock
|
|
|
—
|
|
|
|
772
|
|
Accumulated dividends
|
|
|
—
|
|
|
|
12,966
|
|
Balance at June 30, 2018
|
|
|
139,768
|
|
|
$
|
187,421
|
|
Note 11: Related Party Transactions
Included the issuance and sale of the Senior Secured Notes as discussed in Note 6, we sold $500,000 principal amount of these notes to Daniel D. Greenwell, our Chief Executive Officer.
No dividends were declared during the first six months of 2018 or 2017. At June 30, 2018, accumulated dividends on the Series B and Series D Preferred totaled approxim
ately $828,000. T
he Series B Preferred and Series D Preferred are non-redeemable preferred stocks issued in 1986 and 2001, respectively, of which all outstanding shares are owned by the Golsen Holders.
During the first quarter of 2017, a death benefit agreement with Jack E. 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 $1,400,000 for the estimated death benefit associated with this agreement was extinguished and derecognized with the offset classified as operating other income in the first quarter of 2017.
Note 12: Supplemental Cash Flow Information
The following provides additional information relating to cash flow activities:
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Cash payments (refunds) for:
|
|
|
|
|
|
|
|
|
Income taxes, net
|
|
$
|
(962
|
)
|
|
$
|
1,040
|
|
Noncash continuing investing and financing activities:
|
|
|
|
|
|
|
|
|
Accounts payable associated with additions of
property, plant and equipment
|
|
$
|
13,156
|
|
|
$
|
13,967
|
|
Dividends accrued on Series E Redeemable Preferred
|
|
$
|
12,966
|
|
|
$
|
11,325
|
|
Accretion of Series E Redeemable Preferred
|
|
$
|
2,401
|
|
|
$
|
3,217
|
|
Accounts payable associated with debt issuance costs
incurred relating to senior secured notes
|
|
$
|
1,109
|
|
|
$
|
—
|
|
23