AdvanSix Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS ADVANSIX INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands, except share and per share amounts) Three Months Ended March 31, 2021 2020 Sales $ 376,383 $ 302,713 Costs, expenses and other: Costs of goods sold 317,899 272,008 Selling, general and administrative expenses 19,308 16,740 Interest expense, net 1,544 1,959 Other non-operating expense (income), net 230 ( 234 ) Total costs, expenses and other 338,981 290,473 Income before taxes 37,402 12,240 Income tax expense 9,271 3,664 Net income $ 28,131 $ 8,576 Earnings per common share Basic $ 1.00 $ 0.31 Diluted $ 0.98 $ 0.31 Weighted average common shares outstanding Basic 28,093,764 27,942,486 Diluted 28,741,066 28,050,955 See accompanying notes to Condensed Consolidated Financial Statements. 3 ADVANSIX INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Dollars in thousands) Three Months Ended March 31, 2021 2020 Net income $ 28,131 $ 8,576 Foreign exchange translation adjustment ( 70 ) ( 57 ) Cash-flow hedges 483 ( 1,836 ) Pension obligation adjustments — — Other comprehensive income (loss), net of tax 413 ( 1,893 ) Comprehensive income $ 28,544 $ 6,683 See accompanying notes to Condensed Consolidated Financial Statements. 4 ADVANSIX INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands, except share and per share amounts) March 31, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 14,124 $ 10,606 Accounts and other receivables – net 149,461 123,554 Inventories – net 141,810 180,085 Taxes receivable 340 12,289 Other current assets 4,342 6,969 Total current assets 310,077 333,503 Property, plant and equipment – net 763,605 765,469 Operating lease right-of-use assets 113,458 114,484 Goodwill 17,592 15,005 Other assets 38,051 34,946 Total assets $ 1,242,783 $ 1,263,407 LIABILITIES Current liabilities: Accounts payable $ 173,593 $ 190,227 Accrued liabilities 39,724 41,152 Operating lease liabilities – short-term 26,589 29,279 Deferred income and customer advances 19,576 26,379 Total current liabilities 259,482 287,037 Deferred income taxes 127,973 125,575 Operating lease liabilities – long-term 87,231 85,605 Line of credit – long-term 246,000 275,000 Postretirement benefit obligations 39,795 39,168 Other liabilities 7,714 6,899 Total liabilities 768,195 819,284 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS' EQUITY Common stock, par value $ 0.01 ; 200,000,000 shares authorized; 31,660,339 shares issued and 28,051,056 outstanding at March 31, 2021; 31,627,139 shares issued and 28,033,227 outstanding at December 31, 2020 317 316 Preferred stock, par value $ 0.01 ; 50,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020 — — Treasury stock at par ( 3,609,283 shares at March 31, 2021; 3,593,912 shares at December 31, 2020) ( 36 ) ( 36 ) Additional paid-in capital 186,652 184,732 Retained earnings 303,374 275,243 Accumulated other comprehensive loss ( 15,719 ) ( 16,132 ) Total stockholders' equity 474,588 444,123 Total liabilities and stockholders' equity $ 1,242,783 $ 1,263,407 See accompanying notes to Condensed Consolidated Financial Statements. 5 ADVANSIX INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net income $ 28,131 $ 8,576 Adjustments to reconcile net income to net cash (used for) provided by operating activities: Depreciation and amortization 16,104 14,432 Loss on disposal of assets 84 35 Deferred income taxes 2,237 11,204 Stock based compensation 2,363 1,198 Accretion of deferred financing fees 141 130 Changes in assets and liabilities, net of business acquisitions: Accounts and other receivables ( 25,119 ) ( 8,746 ) Inventories 38,986 13,644 Taxes receivable 11,949 ( 7,654 ) Accounts payable ( 13,781 ) ( 9,752 ) Accrued liabilities 912 2,912 Deferred income and customer advances ( 6,803 ) ( 6,626 ) Other assets and liabilities 1,886 366 Net cash provided by operating activities 57,090 19,719 Cash flows from investing activities: Expenditures for property, plant and equipment ( 14,177 ) ( 34,100 ) Acquisition of business ( 9,523 ) — Other investing activities ( 231 ) ( 385 ) Net cash used for investing activities ( 23,931 ) ( 34,485 ) Cash flows from financing activities: Borrowings from line of credit 54,000 133,500 Payments of line of credit ( 83,000 ) ( 93,500 ) Payment of line of credit facility fees — ( 425 ) Principal payments of finance leases ( 199 ) ( 182 ) Purchase of treasury stock ( 443 ) ( 925 ) Issuance of common stock 1 2 Net cash provided by (used for) financing activities ( 29,641 ) 38,470 Net change in cash and cash equivalents 3,518 23,704 Cash and cash equivalents at beginning of period 10,606 7,050 Cash and cash equivalents at the end of period $ 14,124 $ 30,754 Supplemental non-cash investing activities: Capital expenditures included in accounts payable $ 2,965 $ 11,553 Supplemental cash activities: Cash paid for interest $ 1,518 $ 730 Cash paid for income taxes $ 35 $ 109 See accompanying notes to Condensed Consolidated Financial Statements. 6 ADVANSIX INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Dollars in thousands) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Balance at December 31, 2020 31,627,139 $ 316 $ 184,732 $ 275,243 $ ( 36 ) $ ( 16,132 ) $ 444,123 Net Income — — — 28,131 — — 28,131 Comprehensive income Foreign exchange translation adjustments — — — — — ( 70 ) ( 70 ) Cash-flow hedges — — — — — 483 483 Pension obligation adjustments — — — — — — — Other comprehensive income (loss), net of tax — — — — — 413 413 Issuance of common stock 33,200 1 — — — — 1 Purchase of treasury stock ( 15,371 shares) — — ( 443 ) — — — ( 443 ) Stock-based compensation — — 2,363 — — — 2,363 Balance at March 31, 2021 31,660,339 $ 317 $ 186,652 $ 303,374 $ ( 36 ) $ ( 15,719 ) $ 474,588 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Balance at December 31, 2019 31,423,898 $ 314 $ 180,884 $ 229,166 $ ( 35 ) $ ( 9,451 ) $ 400,878 Net Income — — — 8,576 — — 8,576 Comprehensive income Foreign exchange translation adjustments — — — — — ( 57 ) ( 57 ) Cash-flow hedges — — — — — ( 1,836 ) ( 1,836 ) Pension obligation adjustments — — — — — — — Other comprehensive income (loss), net of tax — — — — — ( 1,893 ) ( 1,893 ) Issuance of common stock 154,495 2 — — — — 2 Purchase of treasury stock ( 73,157 shares) — — ( 924 ) — ( 1 ) — ( 925 ) Stock-based compensation — — 1,198 — — — 1,198 Balance at March 31, 2020 31,578,393 $ 316 $ 181,158 $ 237,742 $ ( 36 ) $ ( 11,344 ) $ 407,836 See accompanying notes to Condensed Consolidated Financial Statements. 7 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) 1. Organization, Operations and Basis of Presentation Description of Business AdvanSix Inc. ("AdvanSix," the "Company," "we" or "our") plays a critical role in global supply chains, innovating and delivering essential products for our customers in a wide variety of end markets and applications that touch people’s lives, such as building and construction, fertilizers, plastics, solvents, packaging, paints, coatings, adhesives and electronics. Our reliable and sustainable supply of quality products emerges from the vertically integrated value chain of our three U.S.-based manufacturing facilities. AdvanSix strives to deliver best-in-class customer experiences and differentiated products in the industries of nylon solutions, chemical intermediates, and plant nutrients, guided by our core values of Safety, Integrity, Accountability and Respect. COVID-19 In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a global pandemic with numerous countries around the world declaring national emergencies, including the United States. Since early 2020, COVID-19 has continued to spread rapidly, with most countries and territories worldwide having confirmed cases, and with certain jurisdictions experiencing resurgences. The spread resulted in authorities implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had a substantial impact on businesses around the world and on global, regional and national economies, including disruptions to supply chains, reduced demand, production and sales across most industries, declines and volatility within global financial markets, and decreased workforces causing increased unemployment. The continuously evolving nature of this pandemic and the pace of recovery may continue to have an impact on the United States and global economies. The Company’s Consolidated Financial Statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting periods presented. The Company continues to consider the impact of COVID-19 on the estimates and assumptions used for the financial statements. As previously disclosed, the Company experienced a material impact on its second quarter 2020 results of operations associated with lower demand, particularly in nylon, caprolactam and phenol, and a decrease in overall sales volume related to global markets and the economic impact of COVID-19. During the second half of 2020, and through the first quarter of 2021, demand improved to pre-COVID-19 levels with states, regions and countries in various phases of re-opening and continued administration of vaccines for COVID-19, although there is no assurance demand recovery will continue given the potential for surges in infection rates and newly identified strains of COVID-19. The Company will continue to monitor developments and execute our operational and safety mitigation plans as previously disclosed. As the situation surrounding COVID-19 remains fluid and unpredictable, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. Basis of Presentation The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The year-end Condensed Consolidated Balance Sheet data were derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). All intercompany transactions have been eliminated. Certain prior period amounts have been reclassified for consistency with the current period presentation. 8 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) It is our practice to establish actual quarterly closing dates using a predetermined fiscal calendar, which requires our businesses to close their books on a Saturday in order to minimize the potentially disruptive effects of quarterly closing on our business processes. Historically, the effects of this practice were generally not significant to reported results for any quarter and only existed within a reporting year. In the event that differences in actual closing dates are material to year-over-year comparisons of quarterly or year-to-date results, we will provide the appropriate disclosures. Our actual closing dates for the three months ended March 31, 2021 and 2020 wer e April 3, 2021 and March 28, 2020, respe ctively. Liabilities to creditors to whom we have issued checks that remained outstanding at March 31, 2021 and December 31, 2020 aggregated $ 1.0 million and $ 7.2 million, respectively, and were included in Cash and cash equivalents and Accounts payable in the Condensed Consolidated Balance Sheets. On May 4, 2018, the Company announced that its Board of Directors (the “Board”) authorized a share repurchase program of up to $ 75 million of the Company’s common stock. On February 22, 2019, the Company announced that the Board authorized a share repurchase program of up to an additional $ 75 million of the Company's common stock , which was in addition to the remaining capacity available under the May 2018 share repurchase program. Repurchases may be made from time to time on the open market, including through the use of trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of these repurchases will depend on pricing, market and economic conditions, legal and contractual requirements and other factors. The share repurchase program has no expiration date and may be modified, suspended or discontinued at any time. The par value of the shares repurchased is applied to Treasury stock and the excess of the purchase price over par value is applied to Additional paid-in capital. As of March 31, 2021, the Company had repurchased 3,609,283 shares of common stock, including 519,521 shares withheld to cover tax withholding obligations in connection with the vesting of awards, for an aggregate of $ 102.2 million at a weighted average market price of $ 28.30 per share. As of March 31, 2021, $ 59.6 million remained available for share repurchases under the current authorization. During the period April 1, 2021 through April 23, 2021, no additional shares were repurchased under the currently authorized repurchase program. 2. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The Company is evaluating the impact that the amendments of this standard would have on the Company's consolidated financial position or results of operations upon adoption. On December 18, 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes the exception to the general principles in ASC 740, Income Taxes, associated with the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments and interim-period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU improves the application of income tax related guidance and simplifies U.S. GAAP when accounting for franchise taxes that are partially based on income, transactions with government resulting in a step-up in tax basis goodwill, separate financial statements of legal entities not subject to tax, and enacted changes in tax laws in interim periods. Different transition approaches, retrospective, modified retrospective, or prospective, will apply to each income tax simplification provision. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments in this update is permitted, including adoption in any interim period. 9 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) The Company adopted ASU 2019-12 effective January 1, 2021, which did not have a material impact on the Company’s consolidated financial position or results of operations upon adoption. 3. Revenues Revenue Recognition We serve approximately 400 customers annually in approximately 50 countries and across a wide variety of industries. For the three months ended March 31, 2021 and 2020 the Company's ten largest customers accounted for approximately 38 % and 43 % of total sales, respectively. We typically sell to customers under master service agreements, with primarily one-year terms, or by purchase orders. We have historically experienced low customer turnover and have long-standing customer relationships, which span decades. Our largest customer is Shaw Industries Group Inc. (“Shaw”), a significant consumer of caprolactam and Nylon 6 resin, to whom we sell under a long-term agreement. For the three months ended March 31, 2021 and 2020, our sales to Shaw were 12 % and 17 %, respectively, of our total sales. Each of the Company’s product lines represented the following approximate percentage of total sales for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Nylon 22 % 26 % Caprolactam 21 % 22 % Chemical Intermediates 38 % 29 % Ammonium Sulfate 19 % 23 % 100 % 100 % The Company's revenues by geographic area for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 United States $ 300,672 $ 230,443 International 75,711 72,270 Total $ 376,383 $ 302,713 Deferred Income and Customer Advances The Company defers revenues when cash payments are received in advance of our performance. Customer advances relate primarily to sales from the ammonium sulfate business. Below is a roll-forward of Deferred income and customer advances for the three months ended March 31, 2021: Opening balance January 1, 2021 $ 26,379 Additional cash advances 1,016 Less amounts recognized in revenues ( 7,819 ) Ending balance March 31, 2021 $ 19,576 The Company expects to recognize as revenue the March 31, 2021 ending balance of Deferred income and customer advances within one year or less. 4. Earnings (Loss) Per Share 10 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) The computation of basic and diluted earnings (loss) per share ("EPS") is based on Net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. The details of the basic and diluted EPS calculations for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Basic Net Income (loss) $ 28,131 $ 8,576 Weighted average common shares outstanding 28,093,764 27,942,486 EPS – Basic $ 1.00 $ 0.31 Diluted Dilutive effect of equity awards and other stock-based holdings 647,302 108,469 Weighted average common shares outstanding 28,741,066 28,050,955 EPS – Diluted $ 0.98 $ 0.31 Diluted EPS is computed based upon the weighted average number of common shares outstanding for the period plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the year. The diluted EPS calculations exclude the effect of stock options when the options’ assumed proceeds exceed the average market price of the common shares during the period. The anti-dilutive common stock equivalents outstanding at the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Options and stock equivalents 861,376 935.402 5. Accounts and Other Receivables – Net March 31, 2021 December 31, 2020 Accounts receivables $ 147,717 $ 122,357 Other 3,221 2,668 Total accounts and other receivables 150,938 125,025 Less – allowance for doubtful accounts ( 1,477 ) ( 1,471 ) Total accounts and other receivables – net $ 149,461 $ 123,554 6. Inventories March 31, 2021 December 31, 2020 Raw materials $ 51,259 $ 88,612 Work in progress 31,340 54,291 Finished goods 39,187 45,345 Spares and other 27,562 27,198 149,348 215,446 Reduction to LIFO cost basis ( 7,538 ) ( 35,361 ) Total inventories $ 141,810 $ 180,085 7. Postretirement Benefit Cost 11 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) The components of Net periodic benefit cost of the Company’s pension plan are as follows: Three Months Ended March 31, 2021 2020 Service cost $ 1,954 $ 2,005 Interest cost 518 544 Expected return on plan assets ( 731 ) ( 524 ) Amortization of actuarial net losses 86 — Net periodic benefit cost $ 1,827 $ 2,025 The Company made cash contributions to the defined benefit pension plan of $ 1.2 million during the three months ended March 31, 2021. The Company currently plans to make pension plan contributions during 2021 sufficient to satisfy funding requirements under the AdvanSix Retirement Earnings Plan in an aggregate amount of approximately $ 9.0 million to $ 11.0 million. We anticipate making additional contributions in future years sufficient to satisfy pension funding requirements in those periods. The pension plan assets are invested through a master trust fund. The strategic asset allocation for the trust fund is selected by the Company's Investment Committee reflecting the results of comprehensive asset and liability modeling. The Investment Committee establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. 8. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets ("ROU"), Operating lease liabilities – short-term, and Operating lease liabilities – long-term in our Condensed Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment – net, Accounts payable, and Other liabilities in our Condensed Consolidated Balance Sheets. The components of lease expense were as follows: Three Months Ended March 31, 2021 2020 Finance lease cost: Amortization of right-of-use asset $ 183 $ 181 Interest on lease liabilities 8 15 Total finance lease cost 191 196 Operating lease cost 11,571 11,044 Short-term lease cost 1,913 1,873 Total lease cost $ 13,675 $ 13,113 As of March 31, 2021, we have additional operating leases that have not yet commenced for approximately $ 24.4 million. These leases commence during 2021 with lease terms of up to 6 years. 9. Commitments and Contingencies The Company is subject to a number of lawsuits, investigations and disputes, some of which involve substantial amounts claimed, arising out of the conduct of the Company or other third-parties in the normal and ordinary course of business. A liability is recognized for any contingency that is probable of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on an analysis of each matter with the assistance of legal counsel and, if applicable, other experts. 12 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) Given the uncertainty inherent in such lawsuits, investigations and disputes, the Company does not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters. Considering the Company’s past experience and existing accruals, the Company does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on the Company’s consolidated financial position or results of operations. Potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause the Company to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on the Company’s consolidated results of operations, balance sheet and/or operating cash flows in the periods recognized or paid. We assumed from Honeywell all health, safety and environmental (“HSE”) liabilities and compliance obligations related to the past and future operations of our current business, as well as all HSE liabilities associated with our manufacturing locations used in our current operations, including any cleanup or other liabilities related to any contamination that may have occurred at such locations in the past. Honeywell retained all HSE liabilities related to former business locations or the operation of our former businesses. Although we have ongoing environmental remedial obligations at certain of our facilities, in the past three years, the associated remediation costs have not been material, and we do not expect our known remediation costs to have a material adverse effect on the Company's consolidated financial position or results of operations. 10. Income Taxes The provision for income taxes was $ 9.3 million and $ 3.7 million for the three months ended March 31, 2021 and 2020, respectively, resulting in an effective tax rate of 24.8 % and 29.9 %, respectively. Under a provision included in the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Company filed a Federal net operating loss (NOL) carryback claim in July 2020 which generated a refund of previously paid taxes in the amount of $ 12.3 million. The refund was received in the first quarter of 2021. The Company’s provision for income taxes in interim periods is computed by applying an estimated annual effective tax rate against Income before taxes for the period in addition to recording any tax effects of discrete items for the quarter. The Company’s estimated annual effective tax rate applied against the three months ended March 31, 2021 and 2020 was higher compared to the U.S. federal statutory rate, due primarily to state taxes and executive compensation deduction limitations, partially offset by tax credits. Additionally, for interim reporting purposes, the Company recorded Income tax expense of $ 0.1 million and $ 0.6 million as discrete items for the three months ended March 31, 2021 and 2020, respectively, resulting in an increase in the effective tax rate of 0.3 % and 4.5 %, respectively. The discrete tax adjustments in the prior year period relate to tax deficiencies on the vesting of equity compensation and the loss of 2018 foreign-derived intangible income tax benefits related to the Federal NOL carryback claim. On March 11, 2021, the American Rescue Plan Act ("ARPA") was signed into law. The ARPA is aimed at addressing the continuing economic and health impacts of the COVID-19 pandemic. This legislative relief, along with the previous governmental relief packages, provide for numerous changes to current tax law. The ARPA did not have a material impact on our financial statements in the first quarter of 2021, and we do not anticipate that it will have a material impact on our financial statements throughout the remainder of 2021. 11. Fair Value Measurements Financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. In November 2018 and July 2019, the Company entered into two interest rate swap transactions related to its credit agreement. The fair value of the interest rate swaps at March 31, 2021 was a loss of approximately $ 2.4 million and is considered a Level 2 liability. The pension plan assets are invested in collective investment trust funds. These investments are measured at fair value using the net asset value per share as a practical expedient. Investments valued using the net asset value method (NAV) (or its equivalent) practical expedient are excluded from the fair value hierarchy disclosure. The Company’s Condensed Consolidated Balance Sheets also include Cash and cash equivalents, Accounts receivable and Accounts payable all of which are recorded at amounts which approximate fair value. 13 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) The Company also has assets that are required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including a decrease in estimated future cash flows) that indicate the asset should be evaluated for impairment which could result in such assets being measured at fair value. Goodwill must be evaluated at least annually. Our annual evaluation occurred on March 31, 2021 and we have concluded that an impairment for goodwill did no t occur. 12. Derivative and Hedging Instruments The specific credit and market, commodity price and interest rate risks to which the Company is exposed in connection with its ongoing business operations are described below. This discussion includes an explanation of the hedging instrument, interest rate swap agreements, used to manage the Company’s interest rate risk associated with a fixed and floating-rate borrowing. For cash flow hedges, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in Other comprehensive income. Those amounts are reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. Credit and Market Risk – Financial instruments, including derivatives, expose the Company to counterparty credit risk for non-performance and to market risk related to changes in commodity prices, interest rates and foreign currency exchange rates. The Company manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. The Company’s counterparties in derivative transactions are substantial investment and commercial banks with significant experience using such derivative instruments. The Company monitors the impact of market risk on the fair value and cash flows of its derivative and other financial instruments considering reasonably possible changes in commodity prices, interest rates and foreign currency exchange rates and restricts the use of derivative financial instruments to hedging activities. The Company continually monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The terms and conditions of credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. The Company did not have any customers with significant concentrations of trade accounts receivable – net at March 31, 2021 or December 31, 2020. Allowance for doubtful accounts is calculated based upon the Company's estimate of expected credit losses over the life of exposure based upon both historical information as well as future expected losses. Commodity Price Risk Management – The Company's exposure to market risk for commodity prices can result in changes in the cost of production. We primarily mitigate our exposure to commodity price risk by using long-term, formula-based price contracts with our suppliers and formula-based price agreements with customers. Our customer agreements provide for price adjustments based on relevant market indices and raw material prices and generally do not include take-or-pay terms. We may also enter into forward commodity contracts with third-parties designated as hedges of anticipated purchases of several commodities. Forward commodity contracts are marked-to-market, with the resulting gains and losses recognized in earnings, in the same category as the items being hedged, when the hedged transaction is recognized. At March 31, 2021 and 2020, we had no financial contracts related to forward commodity agreements. Interest Rate Risk Management – The Company has entered into two interest rate swap agreements for a total notional amount of $ 100 million to exchange floating for fixed rate interest payments for our LIBOR-based borrowings. These interest rate swaps had a fair value of zero at inception and were effective November 30, 2018 and July 31, 2019 with respective maturity dates of November 30, 2021 and February 21, 2023. In accordance with FASB Accounting Standards Codification (“ASC”) 815, the Company designated the interest rate swaps as cash flow hedges of floating-rate borrowings. The interest rate swaps convert the Company’s interest rate payments on the first $ 100 million of variable-rate, 1-month LIBOR-based debt to a fixed interest rate. These interest rate swaps involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the interest rate swap without an exchange of the underlying principal amount. 14 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) Liability Derivatives March 31, 2021 December 31, 2020 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Derivatives designated as hedging instruments under ASC 815: Interest Rate Contracts Accrued liabilities and Other liabilities $ ( 2,419 ) Accrued liabilities and Other liabilities $ ( 3,063 ) Total Derivatives $ ( 2,419 ) $ ( 3,063 ) The following table summarizes adjustments related to cash flow hedge included in Cash-flow hedges, in the Condensed Consolidated Statements of Comprehensive Income: March 31, 2021 Loss on derivative instruments included in Accumulated other comprehensive income at December 31, 2020 $ ( 3,063 ) Fair value adjustment 644 Loss on derivative instruments included in Accumulated other comprehensive income at March 31, 2021 $ ( 2,419 ) At March 31, 2021, the Company expects to reclassify approximately $ 1.7 million of net losses on derivative instruments from Accumulated other comprehensive income ("AOCI") to earnings during the next 12 months due to the payment of variable interest associated with the floating rate debt with the remainder recognized in future periods through the expiration date. The following table summarizes the reclassification of net losses on derivative instruments from AOCI into earnings: Amount of Loss Recognized in Earnings Three Months Ended March 31, 2021 2020 Derivatives: Interest Rate Contracts $ 557 $ 501 Total Derivatives $ 557 501 13. Acquisitions We actively target potential acquisitions that build on our competitive advantage and core capabilities, create opportunities for broader expansion and value chain integration, portfolio diversification, increased exposure to attractive end markets and the potential for long-term value creation. In January 2021, the Company acquired certain assets associated with ammonium sulfate packaging, warehousing and logistics services in Virginia from Commonwealth Industrial Services, Inc. for approximately $ 9.5 million. This acquisition will enable the Company to expand its product offerings by directly supplying packaged ammonium sulfate to customers, primarily in North and South America. It diversifies and optimizes our product offerings to include spray-grade adjuvant to support crop protection, as well as other specialty fertilizer and products for industrial use. The Company also expects the addition of packaging and warehousing capabilities to bolster logistics and operational efficiency in the Richmond, Virginia area plants. The Company did not make any acquisitions during the three months ended March 31, 2020. In accordance with ASC 805, this transaction has been accounted for as a business combination. The Company used its best estimates and assumptions to assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed 15 ADVANSIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts and as otherwise noted) at the acquisition date based on the information that was available as of the acquisition date. The transaction resulted in the Company acquiring tangible assets and a finite-lived intangible asset, comprised of customer relationships which reflects the value of the benefit derived from incremental revenue and related cash flows as a direct result of the customer relationships. This intangible asset is being amortized on a straight-line basis over its estimated useful life of 15 years. The residual amount of the purchase price in excess of the value of the tangible and definite-lived intangible assets was allocated to goodwill. Pro forma financial information related to the acquisition has not been included as the impact on the Company's consolidated results of operations was not considered material. The preliminary measurements of fair value set forth herein are subject to change and such changes could be material. The Company expects to finalize the valuation as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the current allocation of the purchase price consideration as of the acquisition date: Three Months Ended March 31, 2021 Accounts receivable $ 858 Inventories 712 Property, plant and equipment 1,875 Intangible assets 3,920 Accounts payable and accrued liabilities ( 429 ) Net tangible and intangible assets 6,936 Goodwill 2,587 Total purchase price $ 9,523 Cash paid to date, net of cash acquired $ 9,523 Due to seller — Total purchase price $ 9,523 Goodwill deductible for tax purposes $ 2,587 16