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, 2016 (“2016 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February
27, 2
017.
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.
On May 11, 2017, Zena Energy L.L.C. (“Zena”), which is an indirect, wholly owned subsidiary of LSB, entered into a purchase and sale agreement with BKV Chelsea, LLC, (“BKV”). Under the terms of the purchase and sale agreement, Zena agreed to sell to BKV substantially all of its assets, including Zena’s right, title, and interest in all of its oil and natural gas properties (the “Properties”) located in Wyoming County, Pennsylvania for a purchase price of approximately $16.3 million, subject to customary post-closing adjustments, which sale was completed on June 26, 2017. As a result, we recognized a loss on the sale of approximately $4.0 million which is included in operating other expense. The carrying value of the assets sold was approximately $20.0 million and was included in p
lant, property and equipment (“
PP&E”) at December 31, 2016. Concurrently with the closing of the purchase and sale agreement, a portion of the net proceeds (approximately $3.5 million) was used to repay the remaining outstanding balance of a promissory note, which was secured by the Properties.
Zena’s prior ownership of working interests in natural gas properties was accounted for as an undivided interest, whereby we reflected our proportionate share of the underlying assets, liabilities, revenues and expenses. The working interest represented our share of the costs and expenses incurred primarily to develop the underlying leaseholds and to produce natural gas while the net revenue interest represented our share of the revenues from the sale of natural gas. The net revenue interest was less than the working interest as the result of royal
ty interest due to others. We
were not
the operator of these natural gas properties.
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.
In our opinion, the unaudited condensed consolidated financial statements of the Company as of June 30, 2017 and for the three and six months periods ended June 30, 2017 and 2016 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 2016 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.
8
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Summary of Significant Accounting Policies
(cont
inued)
Concentration of Credit Risks for Cash and Cash Equivalents
– 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. and none of these financial instruments were in excess of the federally insured limits.
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. On January 1, 2017, we adopted ASU No. 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
as discussed below in “Recently Issued Accounting Pronouncements”.
Precious Metals -
Precious metals are used as a catalyst in our manufacturing process. Precious metals are carried at cost, with cost being determined using the FIFO basis. Because some of the catalyst consumed in the production process cannot be readily recovered and the amount and timing of recoveries are not predictable, we follow the practice of expensing precious metals as they are consumed. Occasionally, during major maintenance or capital projects, we may be able to perform procedures to recover precious metals (previously expensed) which have accumulated over time within the manufacturing equipment. Recoveries of precious metals are recognized at historical FIFO costs. When we accumulate precious metals in excess of our production requirements, we may sell a portion of the excess metals.
During the second quarter of 2017, we recognized a recovery of precious metals of approximately $2.9 million, which recovery is classified as a reduction to cost of sales.
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 August 2, 2019, 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 accelerate if the expected redemption date is earlier than August 2, 2019.
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. B
asic loss per common share is computed by dividing net loss at
tributable 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.
Recently Issued Accounting Pronouncements
- In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09,
Revenue from Contracts with Customers (Topic 606)
, which will supersede nearly all existing revenue recognition guidance under GAAP. This ASU’s core principle is that a company will 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
July 2015, the FASB approved a one-year deferral of the effective date of this ASU with the option to early adopt but not before the original effective date. In addition, the FASB has issued various ASUs further amending revenue recognition guidance, which includes ASU 2016-08, 2016-10, 2016-11, 2016-12 and 2016-20. We plan to adopt this ASU on the effective date of January 1, 2018 using the “modified retrospective” adoption method, meaning the standard is applied only to the most current period presented in the financial statements and apply only to existing contracts as of the effective date.
9
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Summary of Significant Accounting Policies
(continued)
We have performed a preliminary review of a majority of our contracts with customers with significant sales in 2016. Most of these contracts are short-term (have been completed or will be completed before the effective date); however, we do have certain long-term sales contracts that may be affected by the new requirements. In addition, although most of our revenue stream relates to the sale of chemical products, we have identified additional smaller revenue streams, such as performing various services, and rental income. A contract review process has been implemented to obtain and review our new or amended contracts for analysis for adopting this ASU. We are currently designing and developing changes to our processes, systems and controls to improve the ability to access, analyze, classify and account for our contracts. In addition, we are designing a process to identify, store and access data needed for the new disclosure requirements.
We are developing a preliminary accounting policy and the methodology of identifying performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation for the contacts that will be affected. We plan to elect an accounting policy to account for shipping and handling activities performed after a customer obtains control of the good as activities to fulfil the promise to transfer the good to the customer.
We also plan to elect an accounting policy to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction and collected by us from a customer.
Although we anticipate that upon adoption of this new ASU, the timing of revenue recognition for certain of our revenue streams might change, we have not determined the effect on our financial statements.
In July 2015, the FASB issued ASU No. 2015-11
,
Inventory (Topic 330): Simplifying the Measurement of Inventory
. Th
e guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using FIFO. We prospectively adopted this ASU on January 1, 2017. The adoption of this ASU did not impact our financial statements.
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 useful 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. This ASU must be adopted using a modified retrospective transition, and provides for certain practical expedients.
We plan to adopt this ASU on January 1, 2019.
Transition will require application of the new guidance at the beginning of the earliest comparative period pres
ented. Although we currently have a relatively small number of leases, we are evaluating the effect of this guidance on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-09,
Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,
which amends AS
C Topic 718, Compensation - Stock Compensation. This guidance
includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. We adopted this guidance on January 1, 2017. Among other requirements, the new guidance requires all tax effects related to share-based payments at settlement (or expiration) to be recorded through the income statement. Previously, tax benefits in excess of compensation cost ("windfalls") were recorded in equity, and tax deficiencies ("shortfalls") were recorded in equity to the extent of
previous windfalls, and then to the income statement. As required, this change was applied prospectively to all excess tax benefits
and tax deficiencies resulting from settlements.
10
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Summary of Significant Accounti
ng Policies
(continued)
Under the new guidance, the windfall tax benefit is to be recorded when it arises, subject to normal valuation allowance considerations. Excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable were recorded through a cumulative effect adjustment as of the date of the adoption. As required, this change was applied on a modified retrospective basis, with a cumulative effect adjustment of change in accounting principle of approximately $1.1 million as a deferred tax asset with the offset in retained earnings. We made an accounting policy election to account for the amount related to excess tax benefits and deficiencies utilizing the direct effect approach.
Under the new guidance, all tax related cash
flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows, a change from
the previous requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating
activities. In addition, cash paid by an employer to taxing authorities when the employer directly withholds shares for tax withholding purposes is to be reported as financing activities. These
changes were applied on a retrospective basis, but did not impact the statement of cash flows for the six months ended June 30, 2016.
Under the new guidance, we made an accounting policy election to account for forfeitures as t
hey occur, a change from the previous requirement to estimate forfeitures each period. As required, this change was applied on a modified retrospective basis; however, as of December 31, 2016, we had estimated no forfeitures relating to the outstanding equity awards. As a result, no adjustment was required.
Going forward, the adoption of this ASU could cause volatility in the effective tax rate.
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 makes eight targeted
changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU is effective for us on January 1, 2018 and adoption will be applied on retrospective basis unless it is impracticable to apply, in which case we would be required to apply the ASU prospectively as of the earliest date practicable. Although we anticipate that upon adoption of this new ASU, the presentation and classification for certain cash flow activities might change, we have not determined the effect on our statements of cash flows or disclosures.
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. This ASU is effective for us on January 1, 2018 and adoption will be applied on retrospective basis for all periods presented. We plan to adopt this ASU on January 1, 201
8. Upon adoption of this new ASU, we anticipate the removal of the presentation of cash flow activities relating to current and noncurrent restricted cash and cash equivalents from our statement of cash flows for 2016.
11
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2: Discontinued Operations
On July 1, 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 June 30, 2017 and December 31, 2016, our accounts receivable includes approximately
$2.7
million representing an indemnity escrow balance. Additionally, at June 30, 2017 and December 31, 2016, our current and noncurrent accrued and other liabilities include approximately $
3.7
million and $5.5 million, respectively, relating primarily to estimated contingent liabilities, costs associated with the TSA and severance agreements associated with the sale of the Climate Control Business.
Summarized results of discontinued operations are as follows for:
|
|
June 30,
|
|
|
June 30,
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
2016
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
71,982
|
|
|
$
|
138,609
|
|
Cost of sales
|
|
|
47,724
|
|
|
|
93,178
|
|
Selling, general and administrative expense
|
|
|
17,301
|
|
|
|
32,719
|
|
Transaction costs
|
|
|
1,985
|
|
|
|
2,535
|
|
Other expense (income), net
|
|
|
(25
|
)
|
|
|
117
|
|
Income from operations of discontinued operations
|
|
|
4,997
|
|
|
|
10,060
|
|
Benefit for income taxes (1)
|
|
|
(17,782
|
)
|
|
|
(13,543
|
)
|
Income from discontinued operations, including taxes
|
|
$
|
22,779
|
|
|
$
|
23,603
|
|
(1)
|
The structure of the Climate Control Business sale will allow for additional tax basis to be recovered than was previously recorded as a deferred tax asset. The tax benefit associated with this additional tax basis was recorded in discontinued operations in the second quarter of 2016 consistent with the period the Climate Control Business subsidiaries were designated as held for sale.
|
Summarized condensed cash flow information of discontinued operations is as follows for the six months ended June 30, 2016 (in thousands):
Deferred income taxes
|
|
$
|
(12,809
|
)
|
Depreciation and amortization of property, plant
and equipment
|
|
$
|
1,607
|
|
Stock-based compensation
|
|
$
|
573
|
|
Expenditures for property, plant and equipment
|
|
$
|
273
|
|
Software and software development costs
|
|
$
|
675
|
|
12
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3: Income (Loss) Per Common Share
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(Dollars
In Thousands, Except Per Share Amounts)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(7,033
|
)
|
|
$
|
15,091
|
|
|
$
|
(13,019
|
)
|
|
$
|
150
|
|
Adjustments for basic net income (loss) per common
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend requirements on Series E Redeemable
Preferred
|
|
|
(5,789
|
)
|
|
|
(7,629
|
)
|
|
|
(11,325
|
)
|
|
|
(14,979
|
)
|
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
|
|
|
(1,618
|
)
|
|
|
(2,241
|
)
|
|
|
(3,217
|
)
|
|
|
(4,484
|
)
|
Net income attributable to participating securities
|
|
|
—
|
|
|
|
(91
|
)
|
|
|
—
|
|
|
|
—
|
|
Numerator for basic and dilutive net income (loss) per
common share - net income (loss) attributable to
common stockholders
|
|
$
|
(14,515
|
)
|
|
$
|
5,055
|
|
|
$
|
(27,711
|
)
|
|
$
|
(19,463
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic and dilutive net income (loss)
per common share - adjusted weighted-average
shares (1)
|
|
|
27,249,304
|
|
|
|
25,240,224
|
|
|
|
27,248,682
|
|
|
|
23,822,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(0.53
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.81
|
)
|
Income from discontinued operations, net of taxes
|
|
|
—
|
|
|
|
0.90
|
|
|
|
—
|
|
|
|
0.99
|
|
Net income (loss)
|
|
$
|
(0.53
|
)
|
|
$
|
0.20
|
|
|
$
|
(1.02
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
$
|
(0.53
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.81
|
)
|
Income from discontinued operations, net of taxes
|
|
|
—
|
|
|
|
0.90
|
|
|
|
—
|
|
|
|
0.99
|
|
Net income (loss)
|
|
$
|
(0.53
|
)
|
|
$
|
0.20
|
|
|
$
|
(1.02
|
)
|
|
$
|
(0.82
|
)
|
(1)
|
Excludes the weighted-average shares of unvested restricted stock that are contingently returnable.
|
13
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3:
Income (Loss) Per
Common Share
(continued)
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:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Restricted stock and stock units
|
|
|
1,195,560
|
|
|
|
989,484
|
|
|
|
1,156,493
|
|
|
|
911,563
|
|
Convertible preferred stocks
|
|
|
916,666
|
|
|
|
916,666
|
|
|
|
916,666
|
|
|
|
916,666
|
|
Series E Redeemable Preferred - embedded derivative
|
|
|
303,646
|
|
|
|
456,225
|
|
|
|
303,646
|
|
|
|
456,225
|
|
Stock options
|
|
|
217,608
|
|
|
|
517,273
|
|
|
|
218,309
|
|
|
|
538,220
|
|
|
|
|
2,633,480
|
|
|
|
2,879,648
|
|
|
|
2,595,114
|
|
|
|
2,822,674
|
|
Note 4: Inventories
At June 30, 2017 and December 31, 2016, because costs exceeded the net realizable value, inventory adjustments we
re $870,000 and
$2,977,000, respectively.
Note 5: Current and Noncurrent Accrued and Other Liabilities
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Accrued interest
|
|
$
|
13,411
|
|
|
$
|
13,425
|
|
Deferred revenue
|
|
|
7,872
|
|
|
|
5,757
|
|
Accrued payroll and benefits
|
|
|
4,177
|
|
|
|
4,696
|
|
Accrued liabilities associated with discontinued operations
|
|
|
3,680
|
|
|
|
5,498
|
|
Series E Redeemable Preferred - embedded derivative
|
|
|
3,137
|
|
|
|
2,557
|
|
Accrued death and other executive benefits
|
|
|
2,751
|
|
|
|
4,207
|
|
Customer deposits
|
|
|
1,475
|
|
|
|
2,506
|
|
Other
|
|
|
8,728
|
|
|
|
17,717
|
|
|
|
|
45,231
|
|
|
|
56,363
|
|
Less noncurrent portion
|
|
|
13,075
|
|
|
|
12,326
|
|
Current portion of accrued and other liabilities
|
|
$
|
32,156
|
|
|
$
|
44,037
|
|
Note 6: Asset Retirement Obligations
Currently, we have various legal requirements related to operations of our chemical facilities, including the disposal of waste water generated at certain of these facilities. Additionally, we have certain chemical facilities that contain asbestos insulation around certain piping and heated surfaces, which we plan to maintain or replace, as needed, with non-asbestos insulation through our standard repair and maintenance activities to prevent deterioration. Currently, there is insufficient information to estimate the fair value for most of our asset retirement obligations (“ARO”). In addition, we currently have no plans to discontinue the use of these facilities, and these facilities have an indefinite expected life. As a result, a liability for only a minimal amount relating to AROs associated with certain facilities 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. As the result of the sale of Zena’s working interests in certain natural gas properties discussed in Note 1, our previously recognized AR
Os of approximately $193,000 associated with t
he obligation to plug and abandon wells were extinguished and derecognized with the offset included in the net loss on the sale of a business classified
as operating other expense.
At June 30, 2017 and December 31, 2016, our accrued liability for AROs w
as $116,000 and $546,000
, respectively.
14
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7: Long-Term Debt
Our long-term debt consists of the following:
|
|
June 30,
|
|
|
December
31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Working Capital Revolver Loan, with a current interest
rate of 4.75% (A)
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Notes due 2019 (B)
|
|
|
375,000
|
|
|
|
375,000
|
|
Secured Promissory Note due 2017 (C)
|
|
|
—
|
|
|
|
6,566
|
|
Secured Promissory Note due 2019, with a current interest
rate of 5.73% (D)
|
|
|
8,667
|
|
|
|
9,167
|
|
Secured Promissory Note due 2021, with a current interest
rate of 5.25% (E)
|
|
|
12,786
|
|
|
|
14,272
|
|
Secured Promissory Note due 2023, with a current interest
rate of 5.31% (F)
|
|
|
17,655
|
|
|
|
18,645
|
|
Other, with a current weighted-average interest rate of
4.53%, most of which is secured primarily by machinery
and equipment
|
|
|
3,553
|
|
|
|
4,185
|
|
Unamortized discount and debt issuance costs
|
|
|
(6,150
|
)
|
|
|
(7,615
|
)
|
|
|
|
411,511
|
|
|
|
420,220
|
|
Less current portion of long-term debt, net
|
|
|
9,622
|
|
|
|
13,745
|
|
Long-term debt due after one year, net
|
|
$
|
401,889
|
|
|
$
|
406,475
|
|
(A)
Our revolving credit facility (the “Working Capital Revolver Loan”), as amended in January 2017, provides 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, 2017, our available borrowings under our Working Capital Revolver Loan were approximately
$40.8 m
illion, ba
sed o
n our eligible collateral, less outstanding letters of credit.
The maturity date of the Working Capital Revolver Loan is
January 17, 2022, with a springing earlier maturity date (the “Springing Maturity Date”) that is 90 days prior to the maturity date of our Senior Secured Notes, to the extent the Senior Secured Notes are not refinanced or repaid prior to the Springing Maturity Date. 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) with respect to relevant periods ending on or prior to September 30, 2017, a minimum EBITDA in the amount set forth in the Working Capital Revolver Loan Amendment and (b) with respect to relevant periods ending after September 30, 2017, a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Financial Covenant, if triggered, is tested monthl
y.
(B)
The Senior Secured Notes mature on August 1, 2019. Interest is to be paid semiannually on February 1st and August 1st. In September 2016, we entered into the First Supplemental Indenture to the original Indenture (the “Origi
nal 7.75 In
denture”) that, among other things, increased the annual interest rate to
8.5
% from 7.75%, effective August 1, 2016.
(C)
Concurrently with the closing of the purchase and sale agreement discussed in Note 1, a portion of the net proceeds (approximately $3.5 million) from the sale was used to repay the remaining outstanding balance of this promissory note.
(D)
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
.
(E)
El Dorado Chemical Company (“EDC”), one of our subsidiaries,
is party to a secured promissory note due
March 26, 2021
. Principal and interest are payable in monthly installments.
(F)
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 $6.1 million. This promissory note bears interest at a rate that is based on the monthly LIBOR rate plu
s
a base rate.
15
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8: Commitmen
ts and Contingencies
Natural Gas Purchase Commitments
–
At June 30, 2017, we did not have any natural gas contracts with volume purchase commitments with fixed costs.
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”). In particular, the manufacture, production and distribution of products activities that entail environmental and public health risks and impose obligations under 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 are responsible for our working interest proportionate share of the costs involved. As of June 30, 2017, our accrued liabilities for environmental matters total
ed $154,000 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 (the “EPA”). These permits limit the type and amount of effluents that can be discharged and control the method of such discharge.
Our facility located in Pryor, Oklahoma (the “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 ma
y not be renewed
following its expiration,
and PCC may have to find an alternative means of
waste water
disposal after the permit expires. PCC
has engaged in ongoing discussions
both internally and with the ODEQ
regarding future disposal of this wastewate
r 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.
16
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8: Commitments and Contingencies (continued)
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.
EDC believes that the El Dorado Facility has generally demonstrated its ability to comply with applicable ammonia and nitrate permit levels, but has, from time to time, had difficulty meeting the more restrictive dissolved minerals permit levels, primarily related to storm-water runoff. 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 the result of the El Dorado Facility disposing its wastewater (beginning in September 2013) via a pipeline constructed by the City of El Dorado, Arkansas. We believe that the issue with the storm-water runoff should be resolved if and when the ADEQ issues a new NPDES discharge water permit, which we have been advised that the ADEQ is currently processing.
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,
2017.
In addition, the El Dorado Facility is currently operating under a consent administrative order (the “CAO”) that recognizes the presence of nitrate contamination in the shallow groundwater. The 2006 CAO required EDC to continue semiannual groundwater monitoring, to continue operation of a groundwater recovery system and to submit a human health and ecological risk assessment to the ADEQ relating to the El Dorado Facility. 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 final remedy for shallow groundwater contamination, should any remediation be required, will 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 will be determined based on the results of the investigation and risk assessment, of which cost (or range of costs) cannot currently be reasonably estimated. Therefo
re, no li
ability has been established at
June
30,
2017
, in connection with this matter.
2. Air Matters
PCC has been advised by the ODEQ that the agency is conducting an investigation into whether the Pryor Facility is in compliance with certain ODEQ air quality rules and regulations and whether PCC’s reports of certain air emissions, primarily in 2011, were intentionally misreported to the ODEQ. PCC is cooperating with the ODEQ in connection with this ongoing investigation. As of June
30
, 2017, we are not aware of any recommendations made or to be made by the ODEQ with respect to legal action to be taken or recommended as a result of this ongoing investigation.
3. 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.
17
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8:
Commitments and Contingencies (continued)
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 strate
gy 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 April 2013, an explosion and fire occurred at the West Fertilizer Co. (“West Fertilizer”) located in West, Texas, causing death, bodily injury and substantial property damage. West Fertilizer is not owned or controlled by us, but West Fertilizer was a customer of EDC, and purchased AN from EDC from time to time. LSB and EDC received letters from counsel purporting to represent subrogated insurance carriers, personal injury claimants and persons who suffered property damages informing LSB and EDC that their clients are conducting investigations into the cause of the explosion and fire to determine, among other things, whether AN manufactured by EDC and supplied to West Fertilizer was stored at West Fertilizer at the time of the explosion and, if so, whether such AN may have been one of the contributing factors of the explosion. Initial lawsuits filed named West Fertilizer and another supplier of AN as defendants. In 2014, EDC and LSB were named as defendants, together with other AN manufacturers and brokers that arranged the transport and delivery of AN to West Fertilizer, in the case styled
City of West, Texas vs. CF Industries, Inc., et al.
, in the District Court of McLennan County, Texas. The plaintiffs allege, among other things, that LSB and EDC were negligent in the production and marketing of fertilizer products sold to West Fertilizer, resulting in death, personal injury and property damage. EDC retained a firm specializing in cause and origin investigations with particular experience with fertilizer facilities, to assist EDC in its own investigation. LSB and EDC placed its liability insurance carrier on notice, and the carrier is handling the defense for LSB and EDC concerning this matter. Our product liability insurance policies have aggregate limits of general liability totaling $100 million, with a self-insured retention of $250,000. In August 2015, the trial court dismissed plaintiff’s negligence claims against us and EDC based on a duty to inspect, but allowed the plaintiffs to proceed on claims for design defect and failure to warn.
Subsequently, we and EDC have entered into confidential settlement agreements (with approval of our insurance carriers)
with several plaintiffs t
hat 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, 2017. 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, 2017, no lia
bility
reserve has been established in connection with this matter, except for the unpaid portion of the settlement agreements discussed above, but we have incurred professional fees up to our self-insured retention amount.
In May 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. It is EDC’s position, among other things, that its inability to deliver to BAE was due to a
force majeure
event caused by a fire and explosion at EDC’s nitric acid plant, and that a
force majeure
clause in the supply agreement therefore excuses EDC’s performance under the supply agreement. BAE’s pre-litigation demand indicated a claim of approximately $18 million. EDC intends to vigorously defend this matter. The cost (or range of costs), if any, EDC would incur relating to this matter cannot currently be reasonably estimated. Therefore, no liability has been established at June 30, 2017.
In September 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.
18
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 8: Commitments and Contingencies (continued)
In September 2015, we and El Dorado Ammonia L.L.C. (“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 like 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.
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 9: 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, 2017 and December 31, 2016, we
did not
have any
carbon credits or related contractual obligations associated with carbon credits. The cash flows associated with the carbon credits and the associated contractual obligations are included in cash flows from continuing investing activities.
19
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9: Derivatives, Hedges, Financial Instruments and Carbon Credits (continued)
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 Indenture Amendments in connection with the previously reported redemption of a portion of our Senior Secured Notes and the redemption of the portion of Series E Redeemable Preferred,
w
e estimate that the contingent redemption feature
has no fai
r value at June 30, 2017 based on low probability that the remaining shares of Series E Redeemable Preferred would be redeemed prior to August 2, 2019. A
t June 30, 2017 and December 31, 2016, the fair value of the participation rights was based on the equivalent of
303,646
shares of our common stock at $
10.33
and $
8.42
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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016, 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 following details our liabilities that are measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:
|
|
|
|
|
|
Fair Value Measurements at
June 30, 2017 Using
|
|
|
|
|
|
Description (1)
|
|
Total Fair
Value at
June 30,
2017
|
|
|
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,
2016
|
|
|
|
(In Thousands)
|
|
Liabilities - Current and noncurrent accrued and
other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivative
|
|
|
(3,137
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,137
|
)
|
|
|
(2,557
|
)
|
Foreign exchange contracts
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
Total
|
|
$
|
(3,137
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,137
|
)
|
|
$
|
(2,558
|
)
|
(1)
|
There were no assets that were measured at fair value on a recurring basis at June 30, 2017 or December 31, 2016.
|
20
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9: Derivatives, Hedges, Financial Instruments and Carbon Credits (continued)
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. As the result of entering into the stock purchase agreement relating to the sale of the Climate Control Business in 2016 as discussed in Note 2, the valuation of the embedded derivative transferred from Level 2 to Level 3 since the probability increased relating to contingent redemption features requiring the use of significant unobservable inputs. The classification transfer of this derivative was deemed to occur at the beginning of the second quarter of 2016. In addition, 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,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Beginning balance
|
|
$
|
867
|
|
|
$
|
1,214
|
|
|
$
|
(3,715
|
)
|
|
$
|
(1,214
|
)
|
|
$
|
—
|
|
|
$
|
1,154
|
|
|
$
|
(2,557
|
)
|
|
$
|
(1,154
|
)
|
Transfers into Level 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,817
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,817
|
)
|
Transfers out of Level 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total realized and unrealized gains (losses)
included in operating results
|
|
|
—
|
|
|
|
—
|
|
|
|
(109
|
)
|
|
|
4,209
|
|
|
|
867
|
|
|
|
60
|
|
|
|
(1,267
|
)
|
|
|
4,149
|
|
Purchases
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Issuances
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Sales
|
|
|
(867
|
)
|
|
|
(1,208
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(867
|
)
|
|
|
(1,208
|
)
|
|
|
—
|
|
|
|
—
|
|
Settlements
|
|
|
—
|
|
|
|
—
|
|
|
|
687
|
|
|
|
951
|
|
|
|
—
|
|
|
|
—
|
|
|
|
687
|
|
|
|
951
|
|
Ending balance
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(3,137
|
)
|
|
$
|
(1,871
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(3,137
|
)
|
|
$
|
(1,871
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(289
|
)
|
|
$
|
3,952
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
|
(580
|
)
|
|
$
|
1,383
|
|
Net gains (losses) included in continuing operating results and the statement of operations classifications are as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Total net gains (losses) included in operating results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - Undesignated commodities contracts
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Cost of sales - Undesignated foreign exchange contracts
|
|
|
—
|
|
|
|
(7
|
)
|
|
|
—
|
|
|
|
6
|
|
Other income - Carbon credits
|
|
|
—
|
|
|
|
257
|
|
|
|
867
|
|
|
|
317
|
|
Other expense - Contractual obligations relating to
carbon credits
|
|
|
180
|
|
|
|
—
|
|
|
|
(687
|
)
|
|
|
(60
|
)
|
Non-operating other expense - embedded derivative
|
|
|
(289
|
)
|
|
|
3,952
|
|
|
|
(580
|
)
|
|
|
1,443
|
|
Total net gains (losses) included in operating results
|
|
$
|
(109
|
)
|
|
$
|
4,282
|
|
|
$
|
(400
|
)
|
|
$
|
1,769
|
|
21
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9: Derivatives, Hedges, Financial Instruments and Carbon Credits (continued)
At June 30, 2017 and December 31, 2016, we did not have any financial instruments with fair values significantly different from their carrying amounts (which excludes issuance costs, if applicable
), except for the Senior Secured Notes as shown below.
|
|
June 30, 2017
|
|
|
December 31, 2016
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
|
(In Millions)
|
|
Senior Secured Notes (1)
|
|
$
|
375
|
|
|
$
|
380
|
|
|
$
|
375
|
|
|
$
|
356
|
|
(1)
|
Based on a quoted price
of 101.25 at June
30, 2017 and 94.88 at December 31, 2016.
|
The Senior Secured Notes valuations are classified as Level 2. The valuations of our other long-term debt agreements are classified as Level 3 and are based on valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value measurements of our other long-term debt agreements are valued using a discounted cash flow model that calculates the present value of future cash flows pursuant to the terms of the debt agreements and applies estimated current market interest rates. The estimated current market interest rates are based primarily on interest rates currently being offered on borrowings of similar amounts and terms. In addition, no valuation input adjustments were considered necessary relating to nonperformance risk for our debt agreements. 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 certain assets and liabilities initially accounted for on a fair value basis under Note 6 - Asset Retirement Obligations.
Note 10: Income Taxes
Benefit for income taxes from continuing operations is as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
|
1
|
|
|
|
24
|
|
|
|
(39
|
)
|
|
|
112
|
|
Total Current
|
|
$
|
1
|
|
|
$
|
24
|
|
|
$
|
(39
|
)
|
|
$
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(2,558
|
)
|
|
$
|
(3,572
|
)
|
|
$
|
(3,770
|
)
|
|
$
|
(8,831
|
)
|
State
|
|
|
(204
|
)
|
|
|
(123
|
)
|
|
|
(234
|
)
|
|
|
198
|
|
Total Deferred
|
|
$
|
(2,762
|
)
|
|
$
|
(3,695
|
)
|
|
$
|
(4,004
|
)
|
|
$
|
(8,633
|
)
|
Benefit for income taxes
|
|
$
|
(2,761
|
)
|
|
$
|
(3,671
|
)
|
|
$
|
(4,043
|
)
|
|
$
|
(8,521
|
)
|
For the three and six months ended June 30, 2017 and 2016, the current provision (benefit) for state income taxes shown above includes regular state income tax and provisions for uncertain state income tax positions.
Our annual estimated effective rate for 2017 includes the impact of permanent tax differences, such as a loss on embedded derivatives, valuation allowances, and other permanent items.
22
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 10: Income Taxes (continued)
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. We determined it was more-likely-than-not that a portion of the state NOL carryforwards would not be able to be utilized before expiration and we estimate the valuation allowance associated with these state NOL carryforwards to be recorded during 2017 will be approximately
$
7.8
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, 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 benefit from continuing operations for the six months ended June 30, 201
7 was $4.0 million (24% of pre-tax lo
ss) and the tax benefit for the six months ended June 30, 2016 was $8.5 million (27% of pre-tax loss). For the first six months of 2017, the effective tax rate is less than the statutory tax rate primarily due to the impact of the valuation allowances associated with the state NOL carryforwards.
LSB and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, t
he 2013-2015 y
ears remain open for all purposes of examination by the U.S. Internal Revenue Service and other major tax jurisdictions.
Note 11. Securities Financing Including Redeemable Preferred Stocks
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 June 30, 2017. Dividends accrue semi-annually in arrears and are compounded.
As discussed in Note 9, the embedded derivative, which includes certain contingent redemption features and the participation rights value, relating to the redemption of the Series E Redeemable Preferred has been bifurcated from the Series E Redeemable Preferred and recorded as a liability.
Series F Redeemable Preferred
As of June 30, 2017, 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.
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, 2016
|
|
|
139,768
|
|
|
$
|
145,029
|
|
Accretion relating to liquidation preference on
preferred stock
|
|
|
—
|
|
|
|
2,261
|
|
Accretion for discount and issuance costs on
preferred stock
|
|
|
—
|
|
|
|
956
|
|
Accumulated dividends
|
|
|
—
|
|
|
|
11,325
|
|
Balance at June 30, 2017
|
|
|
139,768
|
|
|
$
|
159,571
|
|
23
LSB INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 12:
Related Party Transactions
As the result of Jack E. Golsen, the Executive Chairman of our Board of Directors (the “Board”), informing the Board of his election to retire as Executive Chairman effective December 31, 2017, we determined not to extend the employment agreement with Mr. Golsen beyond its current term expiring on December 31, 2017 (the “Retirement Date”) and, in accordance with the terms of the Employment Agreement, delivered a notice of non-renewal to Mr. Golsen. Mr. Golsen will remain a member of the Board and, following the Retirement Date, will have the title of Chairman Emeritus.
On June 30, 2017, we entered into a transition agreement (the “Transition Agreement”) with Mr. Golsen that will commence 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, Mr. 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 Mr. Golsen for his cost of certain medical insurance coverage until his death. Effective as of the Retirement Date, our existing severance agreement with Mr. Golsen will terminate. In consideration for his services, including as Chairman Emeritus, we will pay Mr. 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 the first quarter of 2017, a death benefit agreement with Mr. 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 other income for the six months ended June 30, 2017.
No dividends were declared during the first six months of 2017 or 2016. At June 30, 2017, accumulated dividends on the Series B and Series D Preferred totaled approxim
ately $453,000. 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.
Note 13: Supplemental Cash Flow Information
The following provides additional information relating to cash flow activities:
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(In Thousands)
|
|
Cash payments for:
|
|
|
|
|
|
|
|
|
Income taxes, net
|
|
$
|
1,040
|
|
|
$
|
380
|
|
Noncash continuing investing and financing activities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities associated
with additions of property, plant and equipment
|
|
$
|
13,967
|
|
|
$
|
34,681
|
|
Long-term debt associated with additions of capitalized
internal-use software and software development
|
|
$
|
—
|
|
|
$
|
759
|
|
Dividends accrued on Series E Redeemable Preferred
|
|
$
|
11,325
|
|
|
$
|
14,979
|
|
Accretion of Series E Redeemable Preferred
|
|
$
|
3,217
|
|
|
$
|
4,484
|
|
24