8-K

LSB INDUSTRIES, INC. (LXU)

8-K 2021-02-24 For: 2021-02-24
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 24, 2021

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-7677 73-1015226
(State or other jurisdiction<br><br><br>of incorporation) (Commission<br><br><br>File Number) (IRS Employer<br><br><br>Identification No.)
3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116
(Address of principal executive offices) (Zip Code)

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $.10 LXU New York Stock Exchange
Preferred Stock Purchase Rights N/A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

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

Item 2.02. Results of Operations and Financial Condition.

On February 24, 2021, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the fourth quarter ended December 31, 2020. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 25, 2021, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), the Company will hold a conference call broadcast live over the Internet to discuss the financial results of the fourth quarter ended December 31, 2020.

The information contained in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934 (as amended), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (as amended), except as shall be expressly set forth by specific reference to this Item 2.02 in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit<br>Number Description
99.1 Press Release issued by LSB Industries, Inc. dated February 24, 2021, titled “LSB Industries, Inc. Reports Operating Results for the 2020 Fourth Quarter”.
104 Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 24, 2021

LSB INDUSTRIES, INC.
By: /s/ Cheryl A. Maguire
Name: Cheryl A. Maguire
Title: Executive Vice President and Chief Financial Officer

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lxu-ex991_6.htm

Exhibit 99.1

LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS

FOR THE 2020 FOURTH QUARTER

OKLAHOMA CITY, Oklahoma…February 24, 2021… LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today announced results for the fourth quarter ended December 31, 2020.

Fourth Quarter and Full Year 2020 Highlights

Record total recordable injury rate (TRIR) of 1.06 for 2020, an improvement of 58% compared to 2019
Net sales of $88.9 million reflects a 31% increase from stronger sales volumes, partially offset by a 11% decrease from weaker pricing relative to the prior year fourth quarter
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Adjusted EBITDA^(1)^ of $10.4 million reflects a $16.3 million benefit from stronger production and sales volumes, partially offset by a $9.6 million net impact from weaker pricing and $2.2 million from COVID-19’s impact on demand, relative to the prior year fourth quarter
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Full year production volume records for ammonia of 827,000 tons and for UAN of 501,000 tons
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64% increase in fertilizer sales volumes, including a 105% increase in UAN sales volumes, versus the fourth quarter of 2019
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Total liquidity of approximately $58 million as of December 31, 2020
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“We delivered fourth quarter 2020 results largely in-line with our expectations headed into the period,” stated Mark Behrman, LSB Industries’ President and CEO.  “Our substantial year-over-year increase in production volume more than offset the continued pricing headwinds on fertilizer sales and the pandemic-related impact on industrial and mining demand that we experienced during the quarter. Despite the challenges we faced across our end markets, we still generated a 44% year-over-year increase in adjusted EBITDA for the period.”

“The fourth quarter capped off our best year of operating performance across our three facilities in our company’s history.  We delivered record production volumes for ammonia and UAN for full year 2020, reflecting a return on the investments we’ve made in plant reliability and product upgrading capabilities over the last several years as well as our focus on continuous improvement in our manufacturing operations.   We also benefitted from the absence of any turnaround activity in 2020 as compared to 2019.  Overall, we were pleased with the performance of our plants in 2020 and believe that we will generate further improvement in operating rates and production volumes in 2021.”

Mr. Behrman continued, “Favorable dynamics for U.S. agriculture have translated into higher prices for a variety of crops, including corn, wheat and cotton, which has prompted an increase in demand and selling prices for fertilizers.  In fact, since mid-January we have seen a significant increase in selling prices for all the nitrogen fertilizers we sell.  We expect that the benefit of these higher selling prices will have some

^_______________________________________________________________________________________________________________________________^

^(1)^^^This is a Non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

impact on our first quarter financial results and be fully reflected in our second quarter.  Regarding our industrial business, we have seen a steady rebound in demand since the lows experienced in the early part of the pandemic.  However, many sectors are not yet operating at pre-pandemic levels and while we don’t expect that to significantly impact our industrial sales volumes due to our strong sales efforts, it is still putting selling price pressure on certain of our products.  We are hopeful that as COVID-19 vaccines are increasingly distributed, overall demand in the marketplace will get back to pre-pandemic levels putting less pressure on selling prices on certain products.”

Mr. Behrman concluded, “Regarding our outlook for 2021, we expect to deliver year-over-year improvement in production and sales volumes which we believe will translate into improved adjusted EBITDA and cash flow for the year.  We believe that with the strengthening of fertilizer market dynamics, our anticipated improvement in our financial performance and the current favorable credit market environment, we will have an opportunity to refinance our existing debt at more favorable terms, which would provide us with greater financial flexibility to pursue growth initiatives. “

“Lastly, consistent with the global focus on reducing carbon emissions, we are currently working on developing a strategy to enter the clean energy market through the production of “green ammonia.”  We view this as a growth platform for our business and believe that current ammonia producers are best positioned to be leaders in this market as it develops, due to our ability to leverage our existing knowledge in ammonia manufacturing, handling, storage and logistics. We are very excited about the opportunities ahead of us in 2021 and look forward to providing updates on key initiatives and developments as we move through the year.”

Three Months Ended December 31,
2020 2019
(Dollars in thousands)
Net Sales by Market Sector Net Sales Net<br><br><br>Sales % Change
Agricultural 41,595 47% 32,851 45 % 27 %
Industrial 35,887 40% 34,064 46 % 5 %
Mining 11,421 13% 6,981 9 % 64 %
88,903 73,896 20 %

All values are in US Dollars.

Comparison of 2020 to 2019 quarterly periods:

Net sales of our agricultural products increased during the quarter relative to the prior year period driven by stronger volumes for all of our products, particularly UAN, which benefited from higher production at our Pryor facility resulting from the installation of a new Urea reactor in the fourth quarter of 2019 and the absence of turnaround activity in the 2020 fourth quarter compared to the prior year period; in November of 2019, Pryor was down for two weeks as a turnaround was concluded.  Partially offsetting the increased production volume was continued weaker pricing for HDAN, UAN and agricultural ammonia.
Net sales of our industrial and mining products, other than Nitric acid, increased modestly as several key end markets for our products, including automotive, home building, power generation, and mining markets have been gradually recovering, although not yet reaching pre-pandemic levels. Nitric Acid sales continue to be impacted by pandemic related market weakness.
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The year-over-year change in operating loss and adjusted EBITDA was primarily the result of the higher volumes and improved fixed cost absorption partially offset by weaker selling prices, particularly for agricultural products.
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The following tables provide key sales metrics for our Agricultural products:

Three Months Ended December 31,
Product (tons sold) 2020 2019 % Change
Urea ammonium nitrate (UAN) 131,665 64,298 105 %
High density ammonium nitrate (HDAN) 70,987 58,603 21 %
Ammonia 28,293 17,071 66 %
Other 2,997 2,516 19 %
233,942 142,488 64 %
Average Selling Prices (price per ton) ^(A)^
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UAN $132 $     161 (18) %
HDAN $159 $     201 (21) %
Ammonia $210 $     253 (17) %

(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons.

The following table indicates the volumes sold of our major Industrial products:

Three Months Ended December 31,
Product (tons sold) 2020 2019 % Change
Ammonia 68,483 64,868 6  %
Nitric acid 29,270 29,594 (1) %
Other Industrial Products 14,369 9,839 46  %
112,122 104,301 7  %
Tampa Ammonia Benchmark (price per metric ton) $       239 $       255 (6) %
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The following table indicates the volumes sold of our major Mining products:

Three Months Ended December 31,
Product (tons sold) 2020 2019 % Change
LDAN/HDAN/AN solution 44,970 29,015 55 %
Input Costs
Average natural gas cost/MMBtu $      2.46 $       2.47 0 %

Financial Position and Capital Expenditures

As of December 31, 2020, our total cash position was $16.3 million. Additionally, we had approximately $41.8 million of borrowing availability under our Working Capital Revolver giving us total liquidity of approximately $58.0 million.  Total long-term debt, including the current portion, was $484.2 million at December 31, 2020 compared to $459.0 million at December 31, 2019. The increase in long-term debt primarily reflects the refinance of ammonia storage assets completed during the third quarter.  The aggregate liquidation value of the Series E Redeemable Preferred at December 31, 2020, inclusive of accrued dividends of $138.2 million, was $278.0 million.

Interest expense for the fourth quarter of 2020 was $12.6 million compared to $12.1 million for the same period in 2019.

Capital expenditures were approximately $8.2 million in the fourth quarter of 2020. For the full year of 2021, total capital expenditures related to capital work to be performed in 2021 are expected to be approximately $30 million, inclusive of investments for margin enhancement purposes.

Volume Outlook

The Company’s outlook for sales volumes for the full year 2021 are as follows:

Products Full Year 2021 Sales* (tons) Full Year Actual<br><br><br>2020 Sales (tons)
Agriculture:
UAN 480,000 – 500,000 499,000
HDAN 280,000 – 300,000 293,000
Ammonia 70,000 – 90,000 97,000
Industrial, Mining and Other:
Ammonia 240,000 – 260,000 269,000
AN, Nitric, and Other 400,000 – 420,000 303,000
Sulfuric Acid 145,000 – 165,000 146,000

*2021 sales volumes forecast reflects turnaround of approximately 30 days for the Cherokee facility during the third quarter versus no turnarounds at any of the three facilities in 2020.

Conference Call

LSB’s management will host a conference call covering the fourth quarter results on Thursday, February 25, 2021 at 10:00 a.m. ET/9:00 a.m. CT to discuss these results and recent corporate developments.  Participating in the call will be President & Chief Executive Officer, Mark Behrman and Executive Vice President & Chief Financial Officer, Cheryl Maguire. Interested parties may participate in the call by dialing (201) 493-6739.  Please call in 10 minutes before the conference is scheduled to begin and ask for the LSB conference call.  To coincide with the conference call, LSB will post a slide presentation at www.lsbindustries.com on the webcast section of the Investor tab of our website.

To listen to a webcast of the call, please go to the Company’s website at www.lsbindustries.com at least 15 minutes prior to the conference call to download and install any necessary audio software.  If you are

unable to listen live, the conference call webcast will be archived on the Company’s website.

LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB’s products are sold through distributors and directly to end customers primarily throughout the United States and parts of Mexico and Canada. Additional information about the Company can be found on its website at www.lsbindustries.com.

Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated performance based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or actual achievements to differ materially from the results, level of activity, performance or anticipated achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for our products and feedstocks, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission (SEC).

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

See Accompanying Tables

Company Contact:<br><br><br>Mark Behrman, President & CEO<br><br><br>Cheryl Maguire, Executive Vice President & CFO<br><br><br>(405) 235-4546 Investor Contact:  The Equity Group Inc.<br><br><br>Fred Buonocore, CFA (212) 836-9607<br><br><br>Mike Gaudreau (212) 836-9620

LSB Industries, Inc.

Financial Highlights

Three and Twelve Months Ended December 31,

December 31, December 31,
Three Months Ended Twelve Months Ended
2020 2019 2020 2019
(In Thousands, Except Per Share Amounts)
Net sales $ 88,903 $ 73,896 $ 351,316 $ 365,070
Cost of sales 92,368 86,173 334,268 360,085
Gross profit (loss) (3,465) (12,277) 17,048 4,985
Selling, general and administrative expense 6,506 9,467 32,084 34,172
Other expense, net 259 9,532 499 9,904
Operating loss (10,230) (31,276) (15,535) (39,091)
Interest expense, net 12,606 12,080 51,115 46,389
Non-operating other expense (income), net 597 (534) 10 (1,139)
Loss before benefit for income taxes (23,433) (42,822) (66,660) (84,341)
Benefit for income taxes (1,741) (15,108) (4,749) (20,924)
Net loss (21,692) (27,714) (61,911) (63,417)
Dividends on convertible preferred stocks 75 75 300 300
Dividends on Series E redeemable preferred stock 9,297 8,120 35,182 30,729
Accretion of Series E redeemable preferred stock 509 502 2,026 1,995
Net loss attributable to common stockholders $ (31,573) $ (36,411) $ (99,419) $ (96,441)
Basic and dilutive net loss per common share $ (1.12) $ (1.30) $ (3.53) $ (3.44)

LSB Industries, Inc.

Consolidated Balance Sheets

December 31,
2020 2019
(In Thousands)
Assets
Current assets:
Cash and cash equivalents $ 16,264 $ 22,791
Accounts receivable 42,929 40,203
Allowance for doubtful accounts (378 ) (261 )
Accounts receivable, net 42,551 39,942
Inventories:
Finished goods 17,778 21,738
Raw materials 1,795 1,573
Total inventories 19,573 23,311
Supplies, prepaid items and other:
Prepaid insurance 12,315 11,837
Precious metals 6,787 5,568
Supplies 25,288 24,689
Other 6,802 2,735
Total supplies, prepaid items and other 51,192 44,829
Total current assets 129,580 130,873
Property, plant and equipment, net 891,198 936,474
Other assets:
Operating lease assets 26,403 15,330
Intangible and other assets, net 6,121 5,812
32,524 21,142
$ 1,053,302 $ 1,088,489

LSB Industries, Inc.

Consolidated Balance Sheets (continued)

2019
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable 46,551 $ 58,477
Short-term financing 13,576 9,929
Accrued and other liabilities 30,367 25,484
Current portion of long-term debt 16,801 9,410
Total current liabilities 107,295 103,300
Long-term debt, net 467,389 449,634
Noncurrent operating lease liabilities 19,845 11,404
Other noncurrent accrued and other liabilities 6,090 6,214
Deferred income taxes 30,939 35,717
Commitments and contingencies (Note 8)
Redeemable preferred stocks:
Series E 14% cumulative, redeemable Class C preferred stock, no par value,<br>   210,000 shares issued; 139,768 outstanding; aggregate liquidation preference<br>   of 277,982,000 (242,800,000 at December 31, 2019) 272,101 234,893
Series F redeemable Class C preferred stock, no par value, 1 share issued<br>   and outstanding; aggregate liquidation preference of 100
Stockholders' equity:
Series B 12% cumulative, convertible preferred stock, 100 par value; 20,000<br>   shares issued and outstanding; aggregate liquidation preference<br>   of 3,265,000 (3,025,000 at December 31, 2019) 2,000 2,000
Series D 6% cumulative, convertible Class C preferred stock, no par value;<br>   1,000,000 shares issued and outstanding; aggregate liquidation preference<br>   of 1,312,000 (1,252,000 at December 31, 2019) 1,000 1,000
Common stock, .10 par value; 75,000,000 shares authorized,<br>   31,283,210 shares issued (31,283,210 shares at December 31, 2019) 3,128 3,128
Capital in excess of par value 198,215 196,833
Retained earnings (accumulated deficit) (41,487 ) 57,632
162,856 260,593
Less treasury stock, at cost:
Common stock, 2,074,565 shares (2,009,566 shares at December 31, 2019) 13,213 13,266
Total stockholders' equity 149,643 247,327
1,053,302 $ 1,088,489

All values are in US Dollars.

LSB Industries, Inc.

Non-GAAP Reconciliation

This news release includes certain “non-GAAP financial measures” under the rules of the Securities and Exchange Commission, including Regulation G. These non-GAAP measures are calculated using GAAP amounts in our consolidated financial statements.

EBITDA Reconciliation

EBITDA is defined as net income (loss) plus interest expense, plus loss on extinguishment of debt, plus depreciation and amortization (D&A) (which includes D&A of property, plant and equipment and amortization of intangible and other assets), plus provision for income taxes. We believe that certain investors consider EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. EBITDA has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to EBITDA for the periods indicated.

LSB Consolidated ($ in thousands) Three Months Ended                                  December 31, Twelve Months Ended                                  December 31,
2020 2019 2020 2019
Net loss $ (21,692) $ (27,714) $ (61,911) $ (63,417)
Plus:
Interest expense 12,606 12,080 51,115 46,389
Depreciation and amortization 17,939 17,064 70,841 69,574
Benefit for income taxes (1,741) (15,108) (4,749) (20,924)
EBITDA $7,112 $ (13,678) $ 55,296 $ 31,622

LSB Industries, Inc.

Non-GAAP Reconciliation (continued)

Adjusted EBITDA

Adjusted EBITDA is reported to show the impact of one time/non-cash or non-operating items-such as, loss (gain) on sale of a business and other property and equipment, one-time income or fees, certain fair market value (FMV) adjustments, non-cash stock-based compensation, and consulting costs associated with reliability and purchasing initiatives (Initiatives). We historically have performed Turnaround activities on an annual basis; however, we have moved towards extending Turnarounds to a two or three-year cycle. Rather than being capitalized and amortized over the period of benefit, our accounting policy is to recognize the costs as incurred.  Given these Turnarounds are essentially investments that provide benefits over multiple years, they are not reflective of our operating performance in a given year. As a result, we believe it is more meaningful for investors to exclude them from our calculation of adjusted EBITDA used to assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items. The following tables provide reconciliations of EBITDA excluding the impact of the supplementary adjustments.

LSB Consolidated ( in thousands) Three Months Ended                                  December 31,
EBITDA: 7,112 (13,678) 55,296 $31,622
134 421 1,761 2,220
615 615
1,743 1,205
572 3,843 5,715 9,601
312 10,564 921 11,221
562 (437) (55) (558)
(20) 502 558 1,414
Turnaround costs 31 5,373 76 13,210
Adjusted EBITDA 10,446 7,203 65,477 $ 69,345

All values are in US Dollars.

Agricultural Sales Price Reconciliation

The following table provides a reconciliation of total agricultural net sales as reported under GAAP in our consolidated financial statement reconciled to netback sales which is calculated as net sales less freight expenses. We believe this provides a relevant industry comparison among our peer group.

Three Months Ended                                  December 31, Twelve Months Ended                                  December 31,
2020 2019 2020 2019
Agricultural net sales ($ in thousands) $ 41,595 $ 32,851 $ 180,036 $ 187,641
Less freight 4,328 3,956 15,967 14,727
Agricultural netback sales $ 37,267 $ 28,895 $ 164,069 $ 172,914

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