8-K
0000060714falsetrue0000060714us-gaap:CommonStockMember2023-07-262023-07-260000060714us-gaap:PreferredStockMember2023-07-262023-07-2600000607142023-07-262023-07-26

 

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): July 26, 2023

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

1-7677

73-1015226

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

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

73116

(Address of principal executive offices)

(Zip Code)

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

Not applicable

(Former name 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)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 July 26, 2023, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the second quarter ended June 30, 2023. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 27, 2023, 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 second quarter ended June 30, 2023.

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
Number

Description

 

 

99.1

Press Release issued by LSB Industries, Inc. dated July 26, 2023, titled “LSB Industries, Inc. Reports Operating Results for the 2023 Second Quarter”.

104

 

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

 

 

2

 


 

 

 

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: July 26, 2023

 

 

 

LSB INDUSTRIES, INC.

By:

/s/ Cheryl A. Maguire

Name:

Cheryl A. Maguire

Title:

Executive Vice President and Chief Financial Officer

 

3

 


EX-99.1

Exhibit 99.1

https://cdn.kscope.io/ae2eb01b6d7e0c49ae1db64028433851-img96032092_0.jpg

LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS FOR THE 2023 SECOND QUARTER

 

OKLAHOMA CITY, Oklahoma…July 26, 2023…LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today announced results for the second quarter ended June 30, 2023.

Second Quarter 2023 Results Compared to Second Quarter 2022

Net sales of $166 million compared to $285 million in the second quarter of 2022
Net income of $25 million compared to $103 million in the second quarter of 2022; Adjusted net income of $19 million as compared to $109 million in the second quarter of 2022
EPS of $0.33 compared to $1.17 for the second quarter of 2022; Adjusted EPS(1) of $0.25 compared to $1.22 in the second quarter of 2022
Adjusted EBITDA(1) of $47 million compared to $158 million in the second quarter of 2022
Cash Flow from Operations of $44 million and Capital Expenditures of $14 million
Repurchased $125 million in principal amount of Senior Secured Notes for approximately $114 million
Repurchased approximately $17 million in common stock under our $150 million buyback program
Total cash and short-term investments of approximately $314 million as of June 30, 2023

 

“Our sales volumes were up relative to the second quarter of last year," stated Mark Behrman, LSB’s President and CEO. "The teams at our manufacturing facilities operated our plants well and our commercial organization effectively moved product in the face of a challenging demand and pricing environment. For the second consecutive quarter we experienced a significant year-over-year decline in selling prices reflecting the impact of lower natural gas prices in Europe and weaker industrial activity in Asia. Additionally, UAN demand was below expectations as farmers opted to apply more urea due to what had been comparatively attractive pricing early this year versus UAN. More recently, however, prices for nitrogen products have begun to increase, a trend we expect to continue at a measured pace through the second half of this year, with further improvement likely building into the 2024 Spring planting season."

 

Mr. Behrman continued, "Despite headwinds in the second quarter, we continued to generate solid free cash flow, enabling us to further enhance our financial flexibility. As a result, we not only implemented and repurchased stock under our $150 million buyback plan, but we also bought back $125 million of our bonds at a discount to their issuance price. Even with this return of capital to our shareholders, we maintained a substantial cash balance that will support our growth initiatives in the coming years. We continue to evaluate projects that can increase the production capacity of our facilities, as well as expand our product mix. We expect to have a sense for the costs and potential returns of these projects in the

 

1


 

coming weeks. At that point, we plan to commence more detailed engineering including FEED on the projects that have the most attractive return profiles. We would expect to move forward with financial investment decisions on one or more of those projects at some point in the second half of 2024, with project returns potentially enhanced by a grant from the USDA via the Fertilizer Production Expansion Program."

"Industry momentum of the development of clean ammonia and clean hydrogen continues to build. We continue to pursue our previously announced blue and green ammonia projects. Additionally, we recently signed an MOU with Amogy for the development of ammonia as a marine fuel for U.S. inland waterway activities. Through these projects, and the other projects we are exploring, we are well positioned to benefit from attractive government incentives that are currently in place. Additionally, we believe these projects will benefit from anticipated growth in end-market demand, particularly for clean ammonia for power generation and marine locomotion. Our vision is to be at the forefront of this energy transition, reducing our CO2 emissions and contributing to the expected reduction in global CO2 emissions. At the same time, we believe these opportunities will allow us to generate additional meaningful incremental profitability and shareholder value."

 

 

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

 

Second Quarter Results Overview

 

 

Three Months Ended
June 30,

 

Product (Gross Sales in $000's)

 

2023

 

 

2022

 

 

% Change

 

AN & Nitric Acid

 

$

69,561

 

 

$

96,142

 

 

 

(28

)%

Urea ammonium nitrate (UAN)

 

 

40,905

 

 

 

76,986

 

 

 

(47

)%

Ammonia

 

 

39,612

 

 

 

89,444

 

 

 

(56

)%

Other

 

 

15,767

 

 

 

22,231

 

 

 

(29

)%

Total Net Sales

 

$

165,845

 

 

$

284,803

 

 

 

(42

)%

 

Comparison of 2023 to 2022 quarterly periods:

Net sales declined during the quarter driven by lower pricing for all of our products. The headwind of lower pricing was partially offset by higher sales volumes for ammonia.
The year-over-year decline in operating income and adjusted EBITDA primarily resulted from lower selling prices, partially offset by higher sales volumes and lower natural gas prices.

 

 

 

2


 

The following tables provide key sales metrics for our products:

 

 

Three Months Ended
June 30,

 

Key Product Volumes (short tons sold)

 

2023

 

 

2022

 

 

% Change

 

AN & Nitric Acid

 

 

161,987

 

 

 

162,014

 

 

 

(0

)%

Urea ammonium nitrate (UAN)

 

 

126,010

 

 

 

130,561

 

 

 

(3

)%

Ammonia

 

 

102,047

 

 

 

75,526

 

 

 

35

%

 

 

390,044

 

 

 

368,101

 

 

 

6

%

 

Average Selling Prices (price per short ton) (A)

 

 

 

 

 

 

 

 

 

AN & Nitric Acid

 

$

381

 

 

$

525

 

 

 

(27

)%

Urea ammonium nitrate (UAN)

 

$

285

 

 

$

553

 

 

 

(48

)%

Ammonia

 

$

367

 

 

$

1,164

 

 

 

(68

)%

 

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

 

 

Three Months Ended
June 30,

 

 

2023

 

 

2022

 

 

% Change

 

Average Benchmark Prices (price per ton)

 

 

 

 

 

 

 

 

 

Tampa Ammonia (MT) Benchmark

 

$

370

 

 

$

1,257

 

 

 

(71

)%

NOLA UAN

 

$

251

 

 

$

584

 

 

 

(57

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Input Costs

 

 

 

 

 

 

 

 

 

Average natural gas cost/MMBtu

 

$

3.39

 

 

$

7.15

 

 

 

(53

)%

 

Financial Position and Capital Expenditures

 

As of June 30, 2023, our total liquidity was approximately $369 million, including $314 million in cash and short-term investments and approximately $55 million of availability under our Working Capital Revolver. Total long-term debt, including the $5 million current portion, was $584 million on June 30, 2023 compared to $712 million on December 31, 2022. The decrease in total long-term debt is attributable to the second quarter repurchase of $125 million in principal amount of our Senior Secured Notes for approximately $114 million.

 

Interest expense for the second quarter of 2023 was $12 million compared to $12 million in the second quarter of 2022.

 

During the second quarter we repurchased approximately $17 million of the Company's stock at an average price of approximately $9.59 per share under the share repurchase plan that our Board of Directors authorized in May 2023.

 

Capital expenditures were approximately $14 million for the second quarter of 2023. For the full year 2023, total capital expenditures are expected to be between $60 million to $80 million which includes maintenance and margin enhancement investments.

 

3


 

 

 

 

4


 

Market Outlook

 

Nitrogen fertilizer prices have declined significantly over the course of 2023 reflecting reduced global demand for ammonia and a decline in European production costs. The decline in European production costs have been caused by lower natural gas prices in Europe due to reduced demand primarily related to warmer than expected temperatures throughout Europe this past winter, combined with increased storage inventories resulting from imports of liquefied natural gas (LNG) from the U.S. After curtailing production for much of 2022, the vast majority of European ammonia producers have resumed operations in recent months, resulting in an increased global supply of nitrogen products. Still, natural gas costs in Europe remain significantly higher than those in the U.S. and U.S. ammonia producers continue to see a significant cost advantage.

A slowdown in Asian industrial activity, particularly in China, has also contributed to lower nitrogen prices as ammonia is a feedstock for various downstream chemicals that are produced in China, such as caprolactam and acrylonitrile. China’s manufacturing activity has contracted for much of the past two years resulting in a reduction of the country’s ammonia consumption and contributing to greater global ammonia supply and weaker prices.

In addition, cold and wet weather across many corn growing regions of the U.S. in the early Spring delayed the application of fertilizers which, combined with lower demand for phosphate products this planting season, further increased ammonia inventories in the supply chain and leading to weaker prices.

Nitrogen pricing has stabilized over the last month and has recently begun to strengthen. We believe that current pricing for ammonia and other nitrogen products should prove attractive to retailers and farmers such that, as the second half of 2023 progresses and as the 2024 planting season approaches, demand for nitrogen fertilizers should increase to a degree that pricing will continue to rise from current levels.

In addition to attractive pricing, we expect favorable U.S. corn market dynamics to provide support for stronger fertilizer pricing later this year and into next year. Corn prices remain above 10-year averages which should further incentivize farmers to optimize fertilizer applications in the fourth quarter of 2023 and the first half of 2024 in order to maximize yields.

Our industrial business remains robust and demand for our products is steady. Nitric acid demand is stable as the demand impacts of high inflation in the U.S. is offset by global producers shifting production from international facilities to their U.S. operations to take advantage of lower domestic input costs. Demand for AN for use in mining applications is robust due to attractive market fundamentals for quarrying and aggregate production and U.S. metals. While economic concerns persist for 2023, we believe that we have downside protection from the potential impacts of a recession given our diverse customer base, the nature of our contracts and our ability to shift our production mix to products where demand and pricing are strongest.

 

 

 

 

 

5


 

Conference Call

LSB’s management will host a conference call covering the second quarter results on Thursday, July 27, 2023 at 10:00 am ET / 9:00 am 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 (877) 407-6176 / (201) 689-8451. 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. Committed to improving the world by setting goals that will reduce our environmental impact on the planet and improve the quality of life for all of its people, the Company is well positioned to play a key role in the reduction of global carbon emissions through its planned carbon capture and sequestration, and zero carbon ammonia strategies. Additional information about LSB 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 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, market conditions and price volatility for our products and feedstocks, as well as global and regional economic downturns 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

 

6


 

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:

Cheryl Maguire, Executive Vice President & CFO

(405) 510-3524

 

Fred Buonocore, CFA, Vice President of Investor Relations

(405) 510-3550

fbuonocore@lsbindustries.com

 

 

 

 

 

 

7


 

LSB Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(In Thousands, Except Per Share Amounts)

 

Net sales

 

$

165,845

 

 

$

284,803

 

 

$

346,809

 

 

$

483,784

 

Cost of sales

 

 

129,813

 

 

 

141,879

 

 

 

269,172

 

 

 

250,130

 

Gross profit

 

 

36,032

 

 

 

142,924

 

 

 

77,637

 

 

 

233,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

 

9,436

 

 

 

9,638

 

 

 

19,303

 

 

 

20,573

 

Other expense (income), net

 

 

(900

)

 

 

628

 

 

 

303

 

 

 

452

 

Operating income

 

 

27,496

 

 

 

132,658

 

 

 

58,031

 

 

 

212,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

11,836

 

 

 

12,307

 

 

 

24,048

 

 

 

22,262

 

(Gain) loss on extinguishment of debt

 

 

(8,644

)

 

 

 

 

 

(8,644

)

 

 

113

 

Non-operating other income, net

 

 

(3,764

)

 

 

(3,430

)

 

 

(7,240

)

 

 

(3,408

)

Income before provision for income taxes

 

 

28,068

 

 

 

123,781

 

 

 

49,867

 

 

 

193,662

 

Provision for income taxes

 

 

2,973

 

 

 

20,382

 

 

 

8,871

 

 

 

31,497

 

Net income

 

 

25,095

 

 

 

103,399

 

 

 

40,996

 

 

 

162,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.33

 

 

$

1.17

 

 

$

0.54

 

 

$

1.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.33

 

 

$

1.15

 

 

$

0.54

 

 

$

1.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income and Adjusted EPS(1)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

25,095

 

 

$

103,399

 

 

$

40,996

 

 

$

162,165

 

Adjustments

 

 

(6,115

)

 

 

5,782

 

 

 

(3,239

)

 

 

9,526

 

Adjusted net income

 

$

18,980

 

 

$

109,181

 

 

$

37,757

 

 

$

171,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share, excluding adjustments

 

$

0.25

 

 

$

1.22

 

 

$

0.50

 

 

$

1.91

 

 

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

 

 

8


 

LSB Industries, Inc.

Condensed Consolidated Balance Sheets

(Information at June 30, 2023 is unaudited)

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In Thousands)

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

45,072

 

 

$

63,769

 

Short-term investments

 

 

268,762

 

 

 

330,553

 

Accounts receivable

 

 

51,431

 

 

 

75,494

 

Allowance for doubtful accounts

 

 

(692

)

 

 

(699

)

Accounts receivable, net

 

 

50,739

 

 

 

74,795

 

Inventories:

 

 

 

 

 

 

Finished goods

 

 

21,281

 

 

 

28,893

 

Raw materials

 

 

1,420

 

 

 

1,990

 

Total inventories

 

 

22,701

 

 

 

30,883

 

Supplies, prepaid items and other:

 

 

 

 

 

 

Prepaid insurance

 

 

7,084

 

 

 

17,429

 

Precious metals

 

 

13,100

 

 

 

13,323

 

Supplies

 

 

29,730

 

 

 

27,501

 

Other

 

 

2,904

 

 

 

8,346

 

Total supplies, prepaid items and other

 

 

52,818

 

 

 

66,599

 

Total current assets

 

 

440,092

 

 

 

566,599

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

835,423

 

 

 

848,661

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

Operating lease assets

 

 

25,050

 

 

 

22,682

 

Intangible and other assets, net

 

 

1,572

 

 

 

1,877

 

 

 

 

26,622

 

 

 

24,559

 

 

 

 

 

 

 

 

 

 

$

1,302,137

 

 

$

1,439,819

 

 

 

 

 

 

 

9


 

LSB Industries, Inc.

Condensed Consolidated Balance Sheets (continued)

(Information at June 30, 2023 is unaudited)

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In Thousands)

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

54,524

 

 

$

78,182

 

Short-term financing

 

 

5,118

 

 

 

16,134

 

Accrued and other liabilities

 

 

31,210

 

 

 

38,470

 

Current portion of long-term debt

 

 

5,371

 

 

 

9,522

 

Total current liabilities

 

 

96,223

 

 

 

142,308

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

578,214

 

 

 

702,733

 

 

 

 

 

 

 

 

Noncurrent operating lease liabilities

 

 

16,158

 

 

 

14,896

 

 

 

 

 

 

 

 

Other noncurrent accrued and other liabilities

 

 

522

 

 

 

522

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

71,223

 

 

 

63,487

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

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

 

 

9,117

 

 

 

9,117

 

Capital in excess of par value

 

 

498,517

 

 

 

497,179

 

Retained earnings

 

 

240,088

 

 

 

199,092

 

 

 

 

747,722

 

 

 

705,388

 

Less treasury stock, at cost:

 

 

 

 

 

 

Common stock, 16.8 million shares (14.9 million shares at December 31, 2022)

 

 

207,925

 

 

 

189,515

 

Total stockholders' equity

 

 

539,797

 

 

 

515,873

 

 

 

$

1,302,137

 

 

$

1,439,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


 

Non-GAAP Reconciliations

 

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 and Adjusted EBITDA Reconciliation

EBITDA is defined as net income (loss) plus interest expense and interest income, net, less gain 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 (benefit) for income taxes. Adjusted EBITDA is reported to show the impact of non-cash stock-based compensation, one time/non-cash or non-operating items-such as, one-time income or fees, loss (gain) on sale of a business and/or other property and equipment, certain fair market value (FMV) adjustments, 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.

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. In addition, we believe that certain investors consider adjusted EBITDA as more meaningful to further assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items.

EBITDA and adjusted EBITDA have 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 and adjusted 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 and adjusted EBITDA for the periods indicated. Adjusted EBITDA margin is calculated by taking adjusted EBITDA divided by Net Sales.

 

 

 

 

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LSB Industries, Inc.

Non-GAAP Reconciliations (continued)

 

LSB Consolidated ($ In Thousands)

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

25,095

 

 

$

103,399

 

 

$

40,996

 

 

$

162,165

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

     Interest expense and interest income, net

 

 

8,065

 

 

 

11,584

 

 

 

16,796

 

 

 

21,539

 

     Net (gain) loss on extinguishment of debt

 

 

(8,644

)

 

 

 

 

 

(8,644

)

 

 

113

 

     Depreciation and amortization

 

 

17,103

 

 

 

16,996

 

 

 

34,707

 

 

 

34,504

 

     Provision for income taxes

 

 

2,973

 

 

 

20,382

 

 

 

8,871

 

 

 

31,497

 

EBITDA

 

$

44,592

 

 

$

152,361

 

 

$

92,726

 

 

$

249,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

1,927

 

 

 

1,365

 

 

 

2,646

 

 

 

2,168

 

Legal fees (Leidos)

 

 

91

 

 

 

270

 

 

 

364

 

 

 

613

 

Loss on disposal of assets

 

 

550

 

 

 

852

 

 

 

2,440

 

 

 

806

 

Turnaround costs

 

 

(39

)

 

 

3,295

 

 

 

(45

)

 

 

5,826

 

Adjusted EBITDA

 

$

47,121

 

 

$

158,143

 

 

$

98,131

 

 

$

259,231

 

 

 

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LSB Industries, Inc.

Non-GAAP Reconciliations (continued)

(in thousands, except per share amounts)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

25,095

 

 

$

103,399

 

 

$

40,996

 

 

$

162,165

 

   Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

(Gain) loss on extinguishment of debt

 

 

(8,644

)

 

 

-

 

 

 

(8,644

)

 

 

113

 

 

Stock-based compensation

 

 

1,927

 

 

 

1,365

 

 

 

2,646

 

 

 

2,168

 

 

Legal fees (Leidos)

 

 

91

 

 

 

270

 

 

 

364

 

 

 

613

 

 

Loss on disposal of assets

 

 

550

 

 

 

852

 

 

 

2,440

 

 

 

806

 

 

Turnaround costs

 

 

(39

)

 

 

3,295

 

 

 

(45

)

 

 

5,826

 

Net income, excluding adjustments

 

$

18,980

 

 

$

109,181

 

 

$

37,757

 

 

$

171,691

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted-average shares for basic net income
  per share and for adjusted net income per share
(1)

 

75,170

 

 

88,181

 

 

75,488

 

 

88,301

 

    Adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unweighted shares, including unvested restricted
  stock subject to forfeiture

 

 

409

 

 

 

1,224

 

 

 

409

 

 

 

1,458

 

Outstanding shares, net of treasury, at period
  end for adjusted net income per share,
  excluding other adjustments

 

 

75,579

 

 

 

89,405

 

 

 

75,897

 

 

 

89,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.33

 

 

$

1.17

 

 

$

0.54

 

 

$

1.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share,
   excluding adjustments

 

$

0.25

 

 

$

1.22

 

 

$

0.50

 

 

$

1.91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Excludes the weighted-average shares of unvested restricted stock that are subject to forfeiture

 

 

Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation

The following table provides a reconciliation of total identified net sales as reported under GAAP in our consolidated financial statements reconciled to netback sales which is calculated as net sales less freight and other non-netback costs. We believe this provides a relevant industry comparison among our peer group.

 

 

Three Months Ended
June 30,

 

 

2023

 

 

2022

 

 

 

(In Thousands)

 

Ammonia, AN, Nitric Acid, UAN net sales

 

$

150,079

 

 

$

262,572

 

 

 

 

 

 

 

 

Less freight and other

 

 

14,881

 

 

 

17,424

 

 

 

 

 

 

 

 

Ammonia, AN, Nitric Acid, UAN netback sales

 

$

135,198

 

 

$

245,148

 

 

 

13