LSB INDUSTRIES, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA We have included the financial statements and supplementary financial information required by this item immediately following Part IV of this report and hereby incorporate by reference the relevant portions of those statements and information into this Item 8. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 42 ITEM 9A. CONTROL S AND PROCEDURES As of the end of the period covered by this report, we carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective. There were no changes to our internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our internal control system is a process, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on our assessment, we believe that, as of December 31, 2021, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report appears on the following page. 43 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of LSB Industries, Inc. Opinion on Internal Control Over Financial Reporting We have audited LSB Industries, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, LSB Industries, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 24, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Oklahoma City, Oklahoma February 24, 2022 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 44 PART III Item 10, Item 11, Item 12, Item 1 3 and Item 14 are incorporated by reference to our definitive proxy statement which we intend to file with the SEC on or before April 29, 2022. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements The following consolidated financial statements of the Company appear immediately following this Part IV: Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets at December 31, 2021 and 202 0 F-4 Consolidated Statements of Operations for each of the three years in the period ended December 31, 2021 F-6 Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2021 F-7 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021 F-8 Notes to Consolidated Financial Statements F-10 Quarterly Financial Data (Unaudited) F-37 (a) (2) Financial Statement Schedule The Company has included the following schedule in this report: II - Valuation and Qualifying Accounts F-39 We have omitted all other schedules because the conditions requiring their filing do not exist or because the required information appears in our Consolidated Financial Statements, including the notes to those statements. 45 (a)(3) Exhibits Exhibit Number Exhibit Title Incorporated by Reference to the Following 3(i).1 Restated Certificate of Incorporation of LSB Industries, Inc., dated January 21, 1977, as amended August 27, 1987 Exhibit 3(i).1 to the Company’s Form 10-K filed on February 28, 2013 3(i).2 Certificate of Amendment to the Restated Certificate of Incorporation of LSB Industries, dated September 23, 2021 Exhibit 3(i).2 to the Company’s Registration Statement on From S-3 filed on November 16, 2021 3(ii).1 Second Amended and Restated Bylaws of LSB Industries, Inc. , dated July 19, 2021 Exhibit 3.1 to the Company’s Form 8-K filed July 19, 2021 4.1(P) Specimen Certificate for the Company’s Series B Preferred Stock Exhibit 4.27 to the Company’s Registration Statement on Form S-3 No. 33-9848 4.2 Specimen Certificate for the Company’s Series D 6% Cumulative, Convertible Class C Preferred Stock Exhibit 4.3 to the Company’s Form 10-K filed March 3, 2011 4.3 Specimen Certificate for the Company’s Common Stock Exhibit 4.3 to the Company’s Registration Statement on Form S-3 ASR filed November 16, 2012 4.4 Certificate of Designations of Series E Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc., dated as of December 4, 2015 Exhibit 4.1 to the Company’s Form 8-K filed December 8, 2015 4.5 Certificate of Designations of Series E-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc., dated as of October 18, 2018 Exhibit 4.1 to the Company’s Form 8-K filed October 19, 2018 4.6 Certificate of Correction to Certificate of Designations of the Series E-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc. Exhibit 4.1 to the Company’s Form 8-K filed November 2, 2018 4.7(a) Certificate of Amendment to Certificate of Designations of the Series E-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc. 4.8 Certificate of Designations of Series F Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc., dated as of December 4, 2015 Exhibit 4.2 to the Company’s Form 8-K filed December 8, 2015 4.9 Certificate of Designations of Series F-1 Redeemable Class C Preferred Stock of LSB Industries, Inc., dated as of October 18, 2018 Exhibit 4.2 to the Company’s Form 8-K filed October 19, 2018 4.10 Certificate of Designations of Series G Class C Preferred Stock of LSB Industries, Inc., as filed with the Secretary of State of the State of Delaware on July 6, 2020 Exhibit 3.1 to the Company’s Form 8-K filed July 6, 2020 4.11 Section 382 Rights Agreement, dated as of July 6, 2020, between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent Exhibit 4.1 to the Company’s Form 8-K filed July 6, 2020 4.12 Indenture, dated August 7, 2013, among LSB Industries, Inc., the guarantors named therein and UMB Bank, n.a., as trustee Exhibit 4.1 to the Company’s Form 8-K filed August 14, 2013 4.13 First Supplemental Indenture, dated as of September 7, 2016, by and among LSB Industries, Inc., the guarantors party thereto and UMB Bank, n.a., as trustee and notes collateral agent Exhibit 4.1 to the Company’s Form 8-K filed October 4, 2016. 4.14 Intercreditor Agreement, dated August 7, 2013, by and among Wells Fargo Capital Finance, Inc., as agent and UMB Bank, n.a., as collateral agent, and acknowledged and agreed to by LSB Industries, Inc. and the other grantors named therein Exhibit 99.1 to the Company’s Form 8-K filed August 14, 2013 4.15 Indenture, dated as of April 25, 2018, among LSB Industries, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Exhibit 4.1 to the Company’s Form 8-K filed April 25, 2018 4.16 Form of 9.625% Senior Secured Notes due 2023 (included in Exhibit 4.1). Exhibit 4.2 to the Company’s Form 8-K filed April 25, 2018 46 Exhibit Number Exhibit Title Incorporated by Reference to the Following 4.17 (a) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1* Form of Death Benefit Plan Agreement, dated April 1, 1981 Exhibit 10.2 to the Company’s Form 10-K filed March 31, 2006 10.2* LSB Industries, Inc. Outside Directors Stock Purchase Plan, dated May 24, 1999 Exhibit 99.2 to the Company’s Form 8-K filed October 23, 2014 10.3* LSB Industries, Inc. 2008 Incentive Stock Plan, effective June 5, 2008, as amended by First Amendment, effective June 5, 2014 Exhibit 99.3 to the Company’s Form 8-K filed June 11, 2014 10.4* Form of Restricted Stock Agreement Exhibit 10.3 to the Company’s Form 8-K filed January 8, 2016 10.5* Form of Incentive Stock Option Agreement for 2008 Plan Exhibit 10.8 to the Company’s Form 10-K filed February 29, 2016 10.6* LSB Industries, Inc. 2016 Long Term Incentive Plan Exhibit 4.8 to the Company’s Form S-8 filed June 28, 2016 10.7* Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Stock Option Agreement Exhibit 4.9 to the Company’s Form S-8 filed June 28, 2016 10.8* Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Restricted Stock Unit Agreement (Director Award) Exhibit 4.10 to the Company’s Form S-8 filed June 28, 2016 10.9* Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Restricted Stock Agreement Exhibit 4.11 to the Company’s Form S-8 filed June 28, 2016 10.10* Form of Time-Based Restricted Stock Agreement of LSB Industries, Inc. Exhibit 10.4 to the Company’s Form 8-K filed January 3, 2019 10.11* Form of Performance-Based Restricted Stock Agreement of LSB Industries, Inc. Exhibit 10.5 to the Company’s Form 8-K filed January 3, 2019 10.12* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Mark Behrman Exhibit 10.12 to the Company’s Form 10-K filed February 26, 2019 10.13* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Mark Behrman Exhibit 10.4 to the Company’s Form 10-Q filed October 24, 2018 10.14* Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Mark T. Behrman Exhibit 10.1 to the Company’s Form 8-K filed January 3, 2019 10.15* Restricted Stock Agreement by and between LSB Industries, Inc. and Mark Behrman, dated as of December 31, 2015 Exhibit 10.17 to the Company’s Form 10-K filed February 29, 2016 10.16* Employment Agreement by and between LSB Industries, Inc. and Daniel D. Greenwell, dated as of December 31, 2015 Exhibit 10.1 to the Company’s Form 8-K/A filed January 7, 2016 10.17* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Daniel D. Greenwell Exhibit 10.3 to the Company’s Form 10-Q filed October 24, 2018 10.18* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Daniel D. Greenwell Exhibit 10.18 to the Company’s Form 10-K filed February 26, 2019 10.19* General Release Agreement by and between LSB Industries, Inc. and Daniel D. Greenwell, dated as of January 14, 2019 Exhibit 10.19 to the Company’s Form 10-K filed February 26, 2019 10.20* Restricted Stock Agreement by and between LSB Industries, Inc. and Daniel D. Greenwell, dated as of December 31, 2015 Exhibit 10.2 to the Company’s Form 8-K/A filed January 7, 2016 10.21* Employment Agreement by and between LSB Industries, Inc. and Michael Foster, dated as of January 5, 2016 Exhibit 10.25 to the Company’s Form 10-K filed February 29, 2016 10.22* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Michael J. Foster Exhibit 10.5 to the Company’s Form 10-Q filed October 24, 2018 10.23* Notice Period Extension Regarding Employment Agreement by and between LSB Industries, Inc. and Michael J. Foster Exhibit 10.23 to the Company’s Form 10-K filed February 26, 2019 10.24* Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Michael J. Foster Exhibit 10.3 to the Company’s Form 8-K filed January 3, 2019 10.25* Restricted Stock Agreement by and between LSB Industries, Inc. and Michael Foster, dated as of January 5, 2016 Exhibit 10.26 to the Company’s Form 10-K filed February 29, 2016 47 Exhibit Number Exhibit Title Incorporated by Reference to the Following 10.26* Employment Agreement by and between LSB Industries, Inc. and John Diesch, executed as of July 21, 2016 Exhibit 10.1 to the Company’s Form 8-K filed August 2, 2016 10.27* Employment Agreement by and between LSB Industries, Inc. and John Diesch, executed as of February 8, 2019 Exhibit 10.1 to the Company’s Form 8-K filed February 11, 2019 10.28* Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Cheryl Maguire Exhibit 10.2 to the Company’s Form 8-K filed January 3, 2019 10.29* Employment Agreement, dated December 20, 2019 and to be effective not later than February 3, 2020, between LSB Industries, Inc. and John Burns Exhibit 10.30 to the Company’s Form 10-K filed February 25, 2019 10.30* Severance and Change in Control Agreement, dated April 6, 2020, between LSB Industries, Inc. and Kristy Carver Exhibit 10.1 to the Company’s Form 10-Q filed May 7, 2020 10.31* Form of Retention Bonus Agreement Exhibit 10.28 to the Company’s Form 10-K filed February 29, 2016 10.32 Indemnification Agreement, dated October 14, 2015, by and between the Company and Jack E. Golsen, together with a schedule identifying other substantially identical agreements between the Company and each of the other directors identified on the schedule Exhibit 10.1 to the Company’s Form 8-K filed October 19, 2015 10.33 Indemnification Agreement, dated October 14, 2015 by and between the Company and David M. Shear, together with a schedule identifying other substantially identical agreements between the Company and each of its executive officers identified on the schedule Exhibit 10.2 to the Company’s Form 8-K filed October 19, 2015 10.34 Indemnification Agreement, dated as of December 4, 2015, by and between LSB Industries, Inc. and Jonathan S. Bobb, together with a schedule identifying other substantially identical agreements between the Company and each of the other directors identified on the schedule Exhibit 10.5 to the Company’s Form 8-K filed December 8, 2015 10.35 Asset Purchase Agreement, dated as of December 6, 2002, by and among Energetic Systems Inc. LLC, UTeC Corporation, LLC, SEC Investment Corp. LLC, DetaCorp Inc. LLC, Energetic Properties, LLC, Slurry Explosive Corporation, Universal Tech Corporation, El Dorado Chemical Company, LSB Chemical Corp., LSB Industries, Inc. and Slurry Explosive Manufacturing Corporation, LLC Exhibit 2.1 to the Company’s Form 8-K dated December 27, 2002 10.36 Exhibits and Disclosure Letters to the Asset Purchase Agreement, dated as of December 6, 2002, by and among Energetic Systems Inc. LLC, UTeC Corporation, LLC, SEC Investment Corp. LLC, DetaCorp Inc. LLC, Energetic Properties, LLC, Slurry Explosive Corporation, Universal Tech Corporation, El Dorado Chemical Company, LSB Chemical Corp., LSB Industries, Inc. and Slurry Explosive Manufacturing Corporation, LLC Exhibit 10.1b to the Company’s Form 10-Q filed August 6, 2010 10.37 Ammonia Purchase and Sale Agreement by and between El Dorado Chemical Company and Koch Fertilizer, LLC, dated as of November 2, 2015 Exhibit 10.49 to the Company’s Form 10-K filed February 29, 2016 CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A COMMISSION ORDER CF #33502, DATED APRIL 4, 2016, GRANTING REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF INFORMATION ACT. 48 Exhibit Number Exhibit Title Incorporated by Reference to the Following 10.38 Second Amendment to Ammonia Purchase and Sale Agreement Between Koch Fertilizer, LLC and El Dorado Chemical Company, dated as of September 30, 2019 Exhibit 10.1 to the Company’s Form 10-Q filed October 29, 2019 CERTAIN CONFIDENTIAL INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED. 10.39 Urea Ammonium Nitrate Purchase and Sale Agreement dated as of March 3, 2016 and effective as of June 1, 2016 between Coffeyville Resources Nitrogen Fertilizers, LLC and Pryor Chemical Company Exhibit 10.1 to the Company’s Form 10-Q filed August 8, 2016 CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A COMMISSION ORDER CF #33783. DATED AUGUST 30, 2016, GRANTING REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF INFORMATION ACT. 10.40 Stock Purchase Agreement by and among Consolidated Industries L.L.C. The Climate Control Group, Inc., NIBE Energy Systems Inc. and, solely for purposes of Sections 6.8, 6.19 and 11.15 therein, LSB Industries, Inc., and solely for purposes of Section 11.16 therein, NIBE Industrier AB (publ), dated as of May 11, 2016. Exhibit 10.1 to the Company’s Form 8-K filed May 13, 2016 10.41 Contract on the supply of Basic Engineering Package, Detail Engineering Package, Tagged Major Equipment and related Advisory Services, between Weatherly Inc. and El Dorado Chemical Company, dated November 30, 2012 Exhibit 99.2 to the Company’s Form 8-K filed December 6, 2012 10.42 Engineering, Procurement and Construction Agreement, dated August 12, 2013, between El Dorado Ammonia L.L.C. and SAIC Constructors, LLC Exhibit 10.1 to the Company’s Form 8-K filed August 15, 2013 10.43 Construction Agreement-DMW2, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC Exhibit 99.1 to the Company’s Form 8-K filed November 12, 2013 10.44 Construction Agreement – NACSAC, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC Exhibit 99.2 to the Company’s Form 8-K filed November 12, 2013 10.45 Engineering, Procurement and Construction Agreement, dated December 31, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC Exhibit 99.1 to the Company’s Form 8-K filed January 7, 2014 10.46 Engineering, Procurement and Construction Contract, Amendment No. 1 dated October 20, 2015, by and between El Dorado Ammonia LLC and SAIC Constructors, LLC Exhibit 10.1 to the Company’s Form 8-K filed October 26, 2015 10.47 Settlement Agreement, dated April 26, 2015, by and among the Company and Starboard Value LP and its certain affiliates and associates Exhibit 99.1 to the Company’s Form 8-K filed April 30, 2015 10.48 Consent Decree, dated May 28, 2014, by and among, LSB Industries, Inc., El Dorado Chemical Co., Cherokee Nitrogen Co., Pryor Chemical Co., El Dorado Nitrogen, L.P., the U.S. Department of Justice, the U.S. Environmental Protection Agency, the Alabama Department of Environmental Management, and the Oklahoma Department of Environment Quality Exhibit 99.1 to the Company’s Form 8-K filed June 3, 2014 10.49 Second Amended and Restated Loan and Security Agreement, dated December 31, 2013, by and among LSB Industries, Inc., each of its subsidiaries that are signatories thereto, the lenders signatories thereto, and Wells Fargo Capital Finance, LLC Exhibit 4.9 to the Company’s Form 10-K filed February 27, 2014 49 Exhibit Number Exhibit Title Incorporated by Reference to the Following 10.50 Amendment No. 1 to the Second Amended and Restated Loan and Security Agreement, dated as of June 11, 2015, by and among LSB Industries, Inc. its subsidiaries identified on the signature pages thereof, the lenders identified on the signature pages thereof and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent for the Lenders Exhibit 99.1 to the Company’s Form 8-K filed June 17, 2015 10.51 Amendment No. 2 to the Second Amended and Restated Loan and Security Agreement, dated as of November 9, 2015, by and among LSB Industries, Inc., its subsidiaries identified on the signature pages thereof, the lenders identified on the signature pages thereof, and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent for the Lenders Exhibit 10.3 to the Company’s Form 8-K filed November 16, 2015 10.52 Third Amended and Restated Loan and Security Agreement, dated as of January 17, 2017, by and among LSB Industries, Inc., the subsidiaries of LSB Industries, Inc. party thereto, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent. Exhibit 10.1 to the Company’s Form 8-K filed January 20, 2017 10.53 First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 16, 2018, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors. Exhibit 10.1 to the Company’s Form 8-K filed April 20, 2018 10.54 Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of February 26, 2019, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors. Exhibit 4.1 to the Company’s Form 8-K filed February 28, 2019 10.55 Third Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 20, 2020, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors Exhibit 10.3 to the Company’s Form 10-Q filed May 7, 2020 10.56 Consent and Fourth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of September 22, 2021, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors Exhibit 10.1 to the Company’s Form 8-K filed September 27, 2021 10.57 Security Agreement dated as of August 7, 2013, among LSB Industries, Inc. and the other grantors identified therein in favor of UMB Bank, N.A. as Collateral Agent Exhibit 10.72 to the Company’s Form 10-K filed February 29, 2016 10.58 Supplement No. 1 to Security Agreement February 12, 2014 among LSB Industries, Inc. and the other grantors identified therein in favor of UMB Bank, N.A., as Collateral Agent Exhibit 10.73 to the Company’s Form 10-K filed February 29, 2016 10.59 Note Purchase Agreement, dated November 9, 2015, by and among LSB Industries, Inc., the guarantors party thereto and LSB Funding LLC Exhibit 10.1 to the Company’s Form 8-K filed November 16, 2015 10.60 Promissory Note, dated November 9, 2015, by LSB Industries, Inc . Exhibit 10.2 to the Company’s Form 8-K filed November 16, 2015 50 Exhibit Number Exhibit Title Incorporated by Reference to the Following 10.61 Joinder Agreement to Intercreditor Agreement, dated November 9, 2015, by and among LSB Funding LLC, Wells Fargo Capital Finance, Inc., as ABL Agent, UMB Bank, N.A., as Notes Agent, LSB Industries, Inc. and the guarantors party thereto Exhibit 10.4 to the Company’s Form 8-K filed November 16, 2015 10.62 Amendment No. 1 to Intercreditor Agreement, dated as of April 25, 2018, among Wells Fargo Capital Finance, LLC, UMB Bank, n.a. and Wilmington Trust, National Association, and acknowledged by LSB Industries, Inc. and the subsidiary guarantors party thereto. Exhibit 10.1 to the Company’s Form 8-K filed April 25, 2018 10.63 Joinder Agreement to Security Agreement, dated November 9, 2015, by and among LSB Funding LLC, UMB Bank, N.A., as Collateral Agent, LSB Industries, Inc. and the guarantors party thereto Exhibit 10.5 to the Company’s Form 8-K filed November 16, 2015 10.64 Board Representation and Standstill Agreement by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein), dated as of December 4, 2015 Exhibit 10.3 to the Company’s Form 8-K filed December 8, 2015 10.65 Registration Rights Agreement by and between LSB Industries, Inc. and LSB Funding LLC, dated as of December 4, 2015 Exhibit 10.4 to the Company’s Form 8-K filed December 8, 2015 10.66 Letter Agreement, dated as of August 12, 2016, by and among LSB Industries, Inc., LSB Funding LLC and Security Benefit Corporation Exhibit 10.1 to the Company’s Form 8-K filed August 12, 2016 10.67* Transition Agreement dated June 30, 2017 by and between Jack E. Golsen and LSB Industries, Inc. Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2017 10.68 Amendment, dated October 26, 2017, to the Board Representation and Standstill Agreement by and between LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly, Jack E. Golsen, Barry H. Golsen, Linda Golsen Rappaport, Golsen Family LLC, SBL LLC and Golsen Petroleum Corp., dated as of December 4, 2015 Exhibit 10.1. to the Company’s Form 8-K Filed on October 26, 2017 10.69 Amendment to Board Representation and Standstill Agreement, dated as of October 18, 2018, by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein) Exhibit 10.2 to the Company’s Form 8-K filed October 19, 2018 21.1(a) Subsidiaries of the Company 23.1(a) Consent of Independent Registered Public Accounting Firm 31.1(a) Certification of Mark T. Behrman, Chief Executive Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302 31.2(a) Certification of C heryl A. Maguire , Chief Financial Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302 32.1(b) Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 32.2(b) Certification of C heryl A. Maguire , Chief Financial Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 101.INS(a) Inline XBRL Instance Document 101.SCH(a) Inline XBRL Taxonomy Extension Schema Document 101.CAL(a) Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF(a) Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB(a) Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE(a) Inline XBRL Taxonomy Extension Presentation Linkbase Document 51 Exhibit Number Exhibit Title Incorporated by Reference to the Following 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Executive Compensation Plan or Arrangement (a) Filed herewith (b) Furnished herewith (P ) Paper copy filed 52 LSB Industries, Inc. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: By: /s/ Mark T. Behrman February 24, 2022 Mark T. Behrman, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Dated: By: /s/ Mark T. Behrman February 24, 2022 Mark T. Behrman, President and Chief Executive Officer (Principal Executive Officer) and Director Dated: By: /s/ Cheryl A. Maguire February 24, 2022 Cheryl A. Maguire, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer Officer) Dated: By: /s/ Richard W. Roedel February 24, 2022 Richard W. Roedel, Chairman of the Board of Directors Dated: By: /s/ Jonathan S. Bobb February 24, 2022 Jonathan S. Bobb, Director Dated: By: /s/ Barry H. Golsen February 24, 2022 Barry H. Golsen, Director Dated: By: /s/ Kanna Kitamura February 24, 2022 Kanna Kitamura, Director Dated: By: /s/ Steven L. Packebush February 24, 2022 Steven L. Packebush, Director Dated: By: /s/ Diana M. Peninger February 24, 2022 Diana M. Peninger, Director Dated: By: /s/ Richard S. Sanders Jr. February 24, 2022 Richard S. Sanders Jr., Director Dated: By: /s/ Lynn F. White February 24, 2022 Lynn F. White, Director 53 LSB Industries, Inc. Consolidated Financial Statements And Schedule for Inclusion in Form 10-K For the Fiscal Year ended December 31, 2021 Table of Contents Page Financial Statements Report of Independent Registered Public Accounting Firm F–2 Consolidated Balance Sheets F–4 Consolidated Statements of Operations F–6 Consolidated Statements of Stockholders’ Equity F–7 Consolidated Statements of Cash Flows F–8 Notes to Consolidated Financial Statements F–10 Quarterly Financial Data (Unaudited) F–37 Financial Statement Schedule Schedule II – Valuation and Qualifying Accounts F–39 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of LSB Industries, Inc . Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LSB Industries, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Extinguishment of preferred stock in exchange for common stock Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company entered into an Exchange Agreement with LSB Funding LLC, requiring approval from the Company’s common stockholders, which was subsequently voted on and approved by the Company’s common stockholders. Pursuant to the terms of the Exchange Agreement, which closed on September 27, 2021, LSB Funding LLC and the Company agreed to exchange the outstanding Series E-1 and Series F-1 Redeemable Preferred Stock for common stock of the Company at an agreed upon exchange price of $6.16 per common share. In connection with the exchange, each common stockholder prior to the exchange received a special dividend in the form of 0.30 shares of common stock for every share owned as of, September 24, 2021, the dividend record date. The Company applied the related accounting guidance and disclosure requirements, recognizing a deemed dividend of $231.8 million within capital in excess of par value. The deemed dividend increased the reported net loss to arrive at the net loss attributable to common stockholders, which is used in the basic and diluted net loss per share calculation using the two-class method, with retrospective application of the special dividend. Auditing the Company's application of the accounting guidance related to the exchange and special dividend required special consideration, given the non-recurring nature of the transaction and the complexity involved in applying the relevant accounting standards . F-2 How W e A ddressed the M atter in Ou r A udit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the accounting for the exchange and special dividend. To test the accounting for the exchange and special dividend, our audit procedures included, among others, examining the terms of the relevant Exchange Agreement and special dividend, the Company’s provisions over change in control activities, reading the minutes and meeting materials of the committees of the board of directors, and performing inquiries of members of management. As part of these procedures, we involved our subject matter resources and evaluated the Company’s application of the related accounting guidance to the accounting conclusions and financial statement presentation of equity and the basic and diluted net loss per share. /s/ Ernst & Young We have served as the Company’s auditor since 1968. Oklahoma City, Oklahoma February 24, 2022 F-3 LSB Industries, Inc. Consolidated Balance Sheets December 31, 2021 2020 (In Thousands) Assets Current assets: Cash and cash equivalents $ 82,144 $ 16,264 Accounts receivable 86,902 42,929 Allowance for doubtful accounts ( 474 ) ( 378 ) Accounts receivable, net 86,428 42,551 Inventories: Finished goods 14,688 17,778 Raw materials 1,895 1,795 Total inventories 16,583 19,573 Supplies, prepaid items and other: Prepaid insurance 14,244 12,315 Precious metals 14,945 6,787 Supplies 26,558 25,288 Other 2,234 6,802 Total supplies, prepaid items and other 57,981 51,192 Total current assets 243,136 129,580 Property, plant and equipment, net 858,480 891,198 Other assets: Operating lease assets 27,317 26,403 Intangible and other assets, net 3,907 6,121 31,224 32,524 $ 1,132,840 $ 1,053,302 (Continued on following page) F-4 LSB Industries, Inc. Consolidated Balance Sheets (continued) December 31, 2021 2020 (In Thousands) Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 49,458 $ 46,551 Short-term financing 12,716 13,576 Accrued and other liabilities 33,301 30,367 Current portion of long-term debt 9,454 16,801 Total current liabilities 104,929 107,295 Long-term debt, net 518,190 467,389 Noncurrent operating lease liabilities 19,568 19,845 Other noncurrent accrued and other liabilities 3,030 6,090 Deferred income taxes 26,633 30,939 Commitments and contingencies (Note 8) Redeemable preferred stocks: Series E 14 % cumulative, redeemable Class C preferred stock, no par value, no shares issued or outstanding at December 31, 2021; ( 210,000 shares issued; 139,768 outstanding; aggregate liquidation preference $ 278 million at December 31, 2020) — 272,101 Series F redeemable Class C preferred stock, no par value, no shares issued or outstanding at December 31, 2021; ( 1 share issued and outstanding; aggregate liquidation preference of $ 100 at December 31, 2020) — — Stockholders' equity: Series B 12 % cumulative, convertible preferred stock, $ 100 par value; no shares issued or outstanding at December 31, 2021; ( 20,000 shares issued and outstanding; aggregate liquidation preference $ 3.3 million at December 31, 2020) — 2,000 Series D 6 % cumulative, convertible Class C preferred stock, no par value; no shares issued or outstanding at December 31, 2021; ( 1 million shares issued and outstanding; aggregate liquidation preference $ 1.3 million December 31, 2020) — 1,000 Common stock, $ .10 par value; 150 million shares authorized, 91.1 million shares issued ( 75 million shares authorized, 39.9 million shares issued at December 31, 2020) 9,117 3,993 Capital in excess of par value 493,161 197,350 Accumulated deficit ( 31,255 ) ( 41,487 ) 471,023 162,856 Less treasury stock, at cost: Common stock, 1.4 million shares ( 2.1 million shares at December 31, 2020) 10,533 13,213 Total stockholders' equity 460,490 149,643 $ 1,132,840 $ 1,053,302 See accompanying notes. F-5 LSB Industries, Inc. Consolidated Statements of Operations Year Ended December 31, 2021 2020 2019 (In Thousands, Except Per Share Amounts) Net sales $ 556,239 $ 351,316 $ 365,070 Cost of sales 417,260 334,268 360,085 Gross profit 138,979 17,048 4,985 Selling, general and administrative expense 38,028 32,084 34,172 Other expense (income), net ( 97 ) 499 9,904 Operating income (loss) 101,048 ( 15,535 ) ( 39,091 ) Interest expense, net 49,378 51,115 46,389 Net loss on extinguishments of debt 10,259 — — Non-operating other expense (income), net 2,422 10 ( 1,139 ) Income (loss) before benefit for income taxes 38,989 ( 66,660 ) ( 84,341 ) Benefit for income taxes ( 4,556 ) ( 4,749 ) ( 20,924 ) Net income (loss) 43,545 ( 61,911 ) ( 63,417 ) Dividends on convertible preferred stocks 298 300 300 Dividends on Series E redeemable preferred stock 29,914 35,182 30,729 Accretion of Series E redeemable preferred stock 1,523 2,026 1,995 Deemed dividend on Series E and Series F redeemable preferred stocks 231,812 — — Net loss attributable to common stockholders $ ( 220,002 ) $ ( 99,419 ) $ ( 96,441 ) Basic and diluted net loss per common share $ ( 4.40 ) $ ( 2.71 ) $ ( 2.65 ) See accompanying notes. F-6 LSB Industries, Inc. Consolidated Statements of Stockholders’ Equity Common Stock Shares Treasury Stock- Common Shares Non- Redeemable Preferred Stock Common Stock Par Value Capital in Excess of Par Value Retained Earnings (Accumulated Deficit) Treasury Stock- Common Total (In Thousands) Balance at December 31, 2018 39,725 ( 2,438 ) $ 3,000 $ 3,972 $ 197,638 $ 153,773 $ ( 16,186 ) $ 342,197 Net loss ( 63,417 ) ( 63,417 ) Dividend accrued on redeemable preferred stock ( 30,729 ) ( 30,729 ) Accretion of redeemable preferred stock ( 1,995 ) ( 1,995 ) Stock-based compensation 2,220 2,220 Issuance of restricted stock, net 176 428 18 ( 3,887 ) 2,920 ( 949 ) Balance at December 31, 2019 39,901 ( 2,010 ) 3,000 3,990 195,971 57,632 ( 13,266 ) 247,327 Net loss ( 61,911 ) ( 61,911 ) Dividend accrued on redeemable preferred stock ( 35,182 ) ( 35,182 ) Accretion of redeemable preferred stock ( 2,026 ) ( 2,026 ) Stock-based compensation 1,761 1,761 Other 25 ( 65 ) 3 ( 382 ) 53 ( 326 ) Balance at December 31, 2020 39,926 ( 2,075 ) 3,000 3,993 197,350 ( 41,487 ) ( 13,213 ) 149,643 Net income 43,545 43,545 Issuance of common stock in exchange for redeemable preferred stocks 49,066 4,907 526,232 531,139 Deemed dividend on redeemable preferred stocks ( 231,812 ) ( 231,812 ) Dividend accrued on redeemable preferred stock prior to exchange ( 29,914 ) ( 29,914 ) Accretion of redeemable preferred stock prior to exchange ( 1,523 ) ( 1,523 ) Dividend paid on non-redeemable preferred stock upon conversion ( 1,876 ) ( 1,876 ) Conversion of non-redeemable preferred stock into common stock 1,192 ( 3,000 ) 119 2,881 — Stock-based compensation 5,516 5,516 Issuance of restricted and unrestricted stock, net 984 700 98 ( 7,006 ) 2,680 ( 4,228 ) Balance at December 31, 2021 91,168 ( 1,375 ) $ - $ 9,117 $ 493,161 $ ( 31,255 ) $ ( 10,533 ) $ 460,490 See accompanying notes. F-7 LSB Industries, Inc. Consolidated Statements of Cash Flows Year Ended December 31, 2021 2020 2019 (In Thousands) Cash flows from operating activities Net income (loss) $ 43,545 $ ( 61,911 ) $ ( 63,417 ) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Deferred income taxes ( 4,306 ) ( 4,778 ) ( 20,895 ) Depreciation and amortization of property, plant and equipment 68,689 69,581 68,325 Amortization of intangible and other assets 1,254 1,260 1,249 Loss associated with assets held for sale — — 9,701 Charge on extinguishments of debt 10,259 — — Amortization of debt issuance costs, including discounts and premiums 6,067 3,807 3,620 Stock-based compensation 5,516 1,761 2,220 Loss (gain) associated with commodity contracts ( 2,706 ) 1,613 — Other 2,653 910 ( 148 ) Cash provided (used) by changes in assets and liabilities: Accounts receivable ( 42,913 ) ( 4,702 ) 8,800 Inventories 3,261 3,550 6,092 Supplies, prepaid items and other ( 8,642 ) ( 6,585 ) ( 933 ) Accounts payable 932 ( 6,561 ) ( 7,987 ) Other assets and other liabilities 4,018 ( 458 ) ( 4,528 ) Net cash provided (used) by operating activities 87,627 ( 2,513 ) 2,099 Cash flows from investing activities Expenditures for property, plant and equipment ( 35,128 ) ( 30,471 ) ( 36,081 ) Proceeds from vendor settlements associated with property, plant and equipment — 1,647 — Other investing activities 434 398 156 Net cash used by investing activities ( 34,694 ) ( 28,426 ) ( 35,925 ) (Continued on following page) F-8 LSB Industries, Inc. Consolidated Statements of Cash Flows (continued) Year Ended December 31, 2021 2020 2019 (In Thousands) Cash flows from financing activities Proceeds from revolving debt facility $ 12,000 $ 30,000 $ 5,000 Payments on revolving debt facility ( 12,000 ) ( 30,000 ) ( 15,000 ) Proceeds from 6.25 % senior secured notes 500,000 — — Net proceeds from 9.625 % senior secured notes — — 35,086 Payments on 9.625 % senior secured notes ( 435,000 ) — — Proceeds from other long-term debt — 42,570 20,219 Payments on other long-term debt ( 10,472 ) ( 21,356 ) ( 14,073 ) Payments of debt-related costs, including extinguishment costs ( 27,254 ) ( 124 ) ( 1,065 ) Proceeds from short-term financing 16,689 14,589 12,179 Payments on short-term financing ( 17,549 ) ( 10,941 ) ( 10,828 ) Payments of costs to exchange redeemable preferred stocks for common stock ( 7,363 ) — — Taxes paid on equity awards ( 4,228 ) ( 326 ) ( 949 ) Payments of dividends on non-redeemable preferred stocks ( 1,876 ) — — Net cash provided by financing activities 12,947 24,412 30,569 Net increase (decrease) in cash and cash equivalents 65,880 ( 6,527 ) ( 3,257 ) Cash and cash equivalents at beginning of year 16,264 22,791 26,048 Cash and cash equivalents at end of year $ 82,144 $ 16,264 $ 22,791 See accompanying notes. F-9 LSB Industries, Inc. Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Basis of Consolidation – LSB Industries, Inc. (“LSB”) and its subsidiaries (the “Company”, “we”, “us”, or “our”) are consolidated in the accompanying consolidated financial statements. LSB is a holding company with no significant operations or assets other than cash, cash equivalents, and investments in its subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. Nature of Business – We are engaged in the manufacture and sale of chemical products. The chemical products we primarily manufacture, market and sell are ammonia, fertilizer grade AN (“HDAN”) and UAN for agricultural applications, high purity and commercial grade ammonia, high purity AN, sulfuric acids, concentrated, blended and regular nitric acid, mixed nitrating acids, carbon dioxide, and diesel exhaust fluid for industrial applications, and industrial grade AN (“LDAN”) and solutions for the mining industry. We manufacture and distribute our products in four facilities; three of which we own and are located in El Dorado, Arkansas (the “El Dorado Facility”); Cherokee, Alabama (the “Cherokee Facility”); and Pryor, Oklahoma (the “Pryor Facility”); and one of which we operate on behalf of Covestro LLC in Baytown, Texas (the “Baytown Facility”). Sales to customers include farmers, ranchers, fertilizer dealers and distributors primarily in the ranch land and grain production markets in the United States (“U.S.”); industrial users of acids throughout the U.S. and parts of Canada; and explosive manufacturers in the U.S. and parts of Mexico and Canada. Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Increase in Authorized Shares of Common Stock and a Stock Dividend – In September 2021, LSB held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, our stockholders approved: • the issuance and sale of up to approximately 60.4 million shares of common stock of the Company upon the exchange of all of the outstanding shares of Series E and Series F Redeemable Preferred (see discussion of the exchange transaction (“Exchange Transaction” in Note 2); • amending our restated certificate of incorporation to increase the number of authorized shares of our common stock to 150 million shares of common stock; • amending the certificate of designations of the Series E Redeemable Preferred to revise the preferential rights of holders of shares of Series E Redeemable Preferred to eliminate the right to participate in connection with the declaration of the proposed common stock dividend with respect to our common stock. In August 2021, our Board of Directors (“Board”) declared a common stock dividend (“Special Dividend”) contingent on the closing of the Exchange Transaction (as defined below). As a result of the stockholders’ approval and the closing of the Exchange Transaction, such Special Dividend was effected in the form of a stock dividend of 0.3 shares of our common stock, for each outstanding share of common stock (exclusive of common stock held in the treasury and the common shares issued as part of the Exchange Transaction ), but the Special Dividend was contingent upon the stockholders’ approval of the proposals noted above. As the result of the stockholders’ approval, the Special Dividend was paid through the issuance of approximately 9.1 million shares of common stock on October 8, 2021 to holders of record of common stock, including certain stock-based awards, on September 24, 2021 (the “Record Date”). Our common stock began trading on a stock dividend-adjusted basis on October 13, 2021. For financial reporting purposes, the Special Dividend is accounted for as a stock split in the form of a stock dividend. As a result, all share and per share information herein has been retroactively adjusted to reflect the Special Dividend. In addition, pursuant to anti-dilution terms included in cash-based awards that were outstanding on the Record Date, the number of units of cash-based awards increased due to the Special Dividend. As a result, additional expense was recognized due to the Special Dividend. See additional discussion relating to these cash-based awards in Note 2. F-10 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Redeemable Preferred Stocks – Our redeemable preferred stocks, prior to their redemption as discussed in Note 2, were redeemable outside our control and therefore were historically classified as temporary/mezzanine equity. The redeemable preferred stocks were recorded at fair value upon issuance, net of issuance costs or discounts. In addition, certain embedded features (“embedded derivative”) included in the Series E Redeemable Preferred required bifurcation and were classified as derivative liabilities. The carrying values of the redeemable preferred stocks were being increased since issuance by periodic accretions (including the amount for dividends earned but not yet declared or paid) using the interest method so that the carrying amount would equal the redemption value as of the earliest possible redemption date by the holder. The accretion was recorded to retained earnings/accumulated deficit. However, in September 2021, our redeemable preferred stocks were exchanged into our common stock as discussed in Note 2. As a result, the change in classification of the redeemable preferred stocks from temporary/mezzanine equity to permanent equity was considered an extinguishment. In conjunction with the extinguishment of the redeemable preferred stocks, the then current fair value of the bifurcated embedded derivative was applied to the carrying value of the redeemable preferred stocks at the time of the extinguishment. Equity Awards – Equity award transactions with employees are measured based on the estimated fair value of the equity awards issued. For equity awards with service conditions that have a graded vesting period, we recognize compensation cost on a straight-line basis over the requisite service period for the entire award. Forfeitures are accounted for as they occur. We may issue new shares of common stock or may use treasury shares associated with the equity awards. See additional discussion relating to certain equity awards impacted by the Exchange Transaction in Note 11. Cash and Cash Equivalents – Investments, which consist of highly liquid investments with original maturities of three months or less, are considered cash equivalents. Accounts Receivable – Our accounts receivable is stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on accounts receivable balances. Our estimate is based on historical experience and periodic assessment of outstanding accounts receivable, particularly those accounts that are past due (based upon the terms of the sale). Our periodic assessment of our accounts receivable is based on our best estimate of amounts that are not recoverable. Any contract assets consist of receivables from contracts with customers. Our accounts receivable primarily relate to these contract assets and are presented in our consolidated balance sheets. Sales to our customers are generally unsecured. Credit is extended to customers based on an evaluation of the customer’s financial condition and other factors. Customer payments are generally due thirty to sixty days after the invoice date. Concentrations of credit risk with respect to trade receivables are monitored and this risk is reduced due to short-term payment terms relating to most of our significant customers. Six customers (including their affiliates) account for approximately 50 % of our total net receivables at December 31, 2021 . Inventories – Inventories are stated at the lower of cost (determined using the first-in, first-out (“FIFO”) basis) or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, transportation or disposal. Finished goods include material, labor, and manufacturing overhead costs. Inventory reserves associated with cost exceeding net realizable value were not material at December 31, 2021 and 2020. Property, Plant and Equipment – Property, plant and equipment (“PP&E”) are stated at cost, net of accumulated depreciation amortization (“D&A”). Leases meeting finance lease criteria are capitalized in PP&E. Major renewals and improvements that increase the life, value, or productive capacity of assets are capitalized in PP&E while maintenance, repairs and minor renewals are expensed as incurred. In addition, maintenance, repairs and minor renewal costs relating to planned major maintenance activities (“Turnarounds”) are expensed as they are incurred. All long-lived assets relate to domestic operations. Fully depreciated assets are retained in PP&E and accumulated D&A accounts until disposal. When PP&E is retired, sold, or otherwise disposed, the asset’s carrying amount and related accumulated D&A is removed from the accounts and any gain or loss is included in other income or expense. For financial reporting purposes, depreciation of the costs of PP&E is primarily computed using the straight-line method over the estimated useful lives of the assets. No provision for depreciation is made on construction in progress or capital spare parts until such time as the relevant assets are put into service. In general, assets held for sale are reported at the lower of the carrying amounts of the assets or fair values less costs to sell. F-11 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Impairment of Long-Lived Assets – Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An asset’s fair value must be determined when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and/or its eventual disposition. If assets to be held and used are considered to be impaired, the impairment to be recognized is the amount by which the carrying amounts of the assets exceed the fair values of the assets as measured by the present value of future net cash flows expected to be generated by the assets or their appraised value. In general, and depending on the event or change in circumstances, our asset groups are reviewed for impairment on a facility-by-facility basis (such as the Cherokee, El Dorado or Pryor Facility). In addition, if the event or change in circumstance relates to the probable sale of an asset (or group of assets), the specific asset (or group of assets) is reviewed for impairment. Leases – We determine if an arrangement is a lease at inception or modification of a contract and classify each lease as either an operating or finance lease based on the terms of the contract. We reassess lease classification subsequent to commencement upon a change to the expected lease term or a modification to the contract. A contract contains a lease if the contract conveys the right to control the use of the identified property or equipment, explicitly or implicitly, for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and obtain substantially all of the economic benefit from the use of the underlying asset. An operating lease asset represents our right to use the underlying asset as a lessee for the lease term and an operating lease liability represent our obligation to make lease payments arising from the lease. Currently, most of our leases are classified as operating leases and primarily relate to railcars, other equipment and office space. Our leases that are classified as finance leases and other leases under which we are the lessor are not material. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made. Our current leases do not contain residual value guarantees. Most of our leases do not include options to extend or terminate the lease prior to the end of the term. Leases with a term of 12 months or less are not recognized in the balance sheet. Since our leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the lease term and other information available at the commencement date in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the applicable lease term. Concentration of Credit Risks for Cash and Cash Equivalents and Sales – Financial instruments relating to cash and cash equivalents potentially subject us to concentrations of credit risk. These financial instruments were held by financial institutions within the U. S. None of the financial instruments held within U.S. were in excess of the federally insured limits. Net sales to one customer, Koch Fertilizer LLC (“Koch Fertilizer”), represented approximately 15 %, 10 % and 11 % of our total net sales for 2021, 2020 and 2019, respectively. Net sales to one customer, Coffeyville Resources Nitrogen Fertilizer, LLC (“CVR”), represented approximately 12 %, 13 % and 9 % of our total net sales for 2021, 2020 and 2019, respectively. Accrued Insurance Liabilities – We are self-insured up to certain limits for group health, workers’ compensation and general liability claims. Above these limits, we have commercial stop-loss insurance coverage for our contractual exposure on group health claims and statutory limits under workers’ compensation obligatio ns. We also carry umbrella insurance of $ 100 million for most general liability and auto liability risks. We have a separate $ 50 million insurance policy covering pollution liability at our chemical facilities. Additional pollution liability coverage for our other facilities is provided in our general liability and umbrella policies . Our accrued self-insurance liabilities are based on estimates of claims, which include the reported incurred claims amounts plus the reserves established by our insurance adjustors and/or estimates provided by attorneys handling the claims, if any, up to the amount of our self-insurance limits. In addition, our accrued insurance liabilities include estimates of incurred, but not reported, claims based on historical claims experience. The determination of such claims and the appropriateness of the related liability is periodically reviewed and revised, if needed. Changes in these estimated liabilities are charged to operations. Potential legal fees and other directly related costs associated with insurance claims are not accrued but rather are expensed as incurred. Accrued insurance claims are included in accrued and other liabilities. It is reasonably possible that the actual development of claims could be different than our estimates. F-12 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Executive Benefit Agreements – We are party to certain benefit agreements with certain key former executives. Costs associated with these individual benefit agreements are accrued based on the estimated remaining service period when such benefits become probable, or they will be paid. Total costs accrued equal the present value of specified payments to be made after benefits become payable. Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. We establish valuation allowances if we believe it is more-likely-than-not that some or all of deferred tax assets will not be realized. Significant judgment is applied in evaluating the need for and the magnitude of appropriate valuation allowances against deferred tax assets. In addition, we do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the relevant taxing authorities based solely on the technical merits of the associated tax position. If the recognition threshold is met, we recognize a tax benefit measured at the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. We record interest related to unrecognized tax positions in interest expense and penalties in operating other expense. Income tax benefits associated with amounts that are deductible for income tax purposes are recorded through the statement of operations. These benefits are principally generated from the vesting of restricted stock. We reduce income tax expense for investment tax credits in the period the credit arises and is earned. Contingencies – Certain conditions may exist which may result in a loss, but which will only be resolved when future events occur. We and our legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, we would accrue for such contingent losses when such losses can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Loss contingency liabilities are included in current and noncurrent accrued and other liabilities and are based on current estimates that may be revised in the near term. In addition, we recognize contingent gains when such gains are realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Asset Retirement Obligations – In general, we record the estimated fair value of an asset retirement obligation (“ARO”) associated with tangible long-lived assets in the period it is incurred and when there is sufficient information available to estimate the fair value. An ARO associated with long-lived assets is a legal obligation under existing or enacted law, statute, written or oral contract or legal construction. AROs, which are initially recorded based on estimated discounted cash flows, are accreted to full value over time through charges to cost of sales. In addition, we capitalize the corresponding asset retirement cost as PP&E, which cost is depreciated or depleted over the related asset’s respective useful life. We do not have any assets restricted for the purpose of settling our AROs. Revenue Recognition and Other Information Revenue Recognition and Performance Obligations We determine revenue recognition through the following steps: • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Generally, satisfaction occurs when control of the promised goods is transferred to the customer or as services are rendered or completed in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when the preparation for shipment of the product to a customer has been completed. Most of our contracts contain a single performance obligation with the promise to transfer a specific product. Most of our revenue is recognized from performance obligations satisfied at a point in time, however, we have a performance obligation to perform certain services that are satisfied over a period of time. Revenue is recognized from this type of performance obligation as services are rendered and are based on the amount for which we have a right to invoice, which reflects the amount of expected consideration that corresponds directly with the value of the services performed. F-13 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Transaction Price Constraints and Variable Consideration For most of our contracts with customers, the transaction price from the inception of a contract is constrained to a short period of time (generally one month) as these contracts contain terms with variable consideration related to both price and quantity. These contract prices are often based on commodity indexes (such as NYMEX natural gas index) published monthly and the contract quantities are typically based on estimated ranges. The quantities become fixed and determinable over a period of time as each sale order is received from the customer. The nature of our contracts also gives rise to other types of variable consideration, including volume discounts and rebates, make-whole provisions, other pricing concessions, and short-fall charges. We estimate these amounts based on the expected amount to be provided to customers, which result in a transaction price adjustment reducing revenue (net sales) with the offset increasing contract or refund liabilities. These estimates are based on historical experience, anticipated performance and our best judgment at the time. We reassess these estimates on a quarterly basis. The aforementioned constraints over transaction prices in conjunction with the variable consideration included in our material contracts prevent a practical assignment of a specific dollar amount to performance obligations at the beginning and end of the period. Therefore, we have applied the variable consideration allocation exception. Future revenues to be earned from the satisfaction of performance obligations will be recognized when control transfers as goods are loaded and weighed or services are performed over the remaining duration of our contracts. Practical Expedients and Other Information We have applied the following practical expedients: • to recognize revenue in the amount we have the right to invoice relating to certain services that are performed for customers and, not disclosing the value of unsatisfied performance obligations related to such services. • not disclosing the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. • not adjusting the promised amount of consideration for the effects of a significant financing component if we expect the financing time period to be one year or less. • expense as incurred any incremental costs of obtaining a contract if the associated period of benefit is one year or less. All net sales and long-lived assets relate to domestic operations for the periods presented. In addition, net sales to non-U.S. customers were not material. Recognition of Incentive Tax Credits (Other Than Credits Associated with Income Taxes) – If an incentive tax credit relates to a recovery of taxes (other than income taxes) incurred, we recognize the incentive tax credit when it is probable and reasonably estimable. If an incentive tax credit relates to an amount in excess of taxes incurred, the incentive tax credit is a contingent gain, which we recognize the incentive tax credit when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from the taxing authorities, if any, are included in accounts receivable. The same financial statement classification is used for an incentive tax credit as the associated tax incurred. At December 31, 2020, our incentive tax credits receivable totaled $ 1.4 million (minimal at December 31, 2021). Recognition of Insurance Recoveries – If an insurance claim relates to a recovery of our losses, we recognize the recovery when it is probable and reasonably estimable. If our insurance claim relates to a contingent gain, we recognize the recovery when it is realized or when the contingencies have been resolved (generally at the time a settlement has been reached). Amounts recoverable from our insurance carriers, if any, are included in accounts receivable. An insurance recovery in excess of recoverable costs relating to a business interruption claim, if any, is a reduction to cost of sales. Cost of Sales – Cost of sales includes materials, labor and overhead costs, including depreciation, to manufacture the products sold plus inbound freight, purchasing and receiving costs, inspection costs, internal transfer costs, loading and handling costs, warehousing costs, railcar lease costs and outbound freight. Maintenance, repairs and minor renewal costs relating to Turnarounds are included in cost of sales as they are incurred. Precious metals used as a catalyst and consumed during the manufacturing process are included in cost of sales. Recoveries and gains from precious metals and business interruption insurance claims, if any, are reductions to cost of sales. Selling, General and Administrative Expense – Selling, general and administrative expense (“SG&A”) includes costs associated with the sales, marketing and administrative functions. Such costs include personnel costs, including benefits, professional fees, office and occupancy costs associated with the sales, marketing and administrative functions. Also included in SG&A are any distribution fees paid to third parties to distribute our products. F-14 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Derivatives, Hedges and Financial Instruments – Derivatives are recognized in the balance sheet and are measured at fair value. Changes in fair value of derivatives are recorded in results of operations unless the normal purchase or sale exceptions apply, or hedge accounting is elected. The fair value amounts recognized for our derivative contracts executed with the same counterparty under a master netting arrangement may be offset. We have the choice to offset or not, but that choice must be applied consistently. A master netting arrangement exists if the reporting entity has multiple contracts with a single counterparty that are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. Offsetting the fair values recognized for the derivative contracts outstanding with a single counterparty results in the net fair value of the transactions being reported as an asset or a liability in the balance sheet. When applicable, we present the fair values of our derivative contracts under master netting agreements using a gross fair value presentation. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 - Valuations of contracts classified as Level 1 are based on quoted prices in active markets for identical contracts. Level 2 - Valuations of contracts classified as Level 2 are based on quoted prices for similar contracts and valuation inputs other than quoted prices that are observable for these contracts. Level 3 - Valuations of assets and liabilities classified as Level 3 are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. At December 31, 2021 and 2020, we did not have any financial instruments with fair values materially different from their carrying amounts (which excludes issuance costs, if applicable). The fair value of financial instruments is not indicative of the overall fair value of our assets and liabilities since financial instruments do not include all assets, including intangibles, and all liabilities. Income (Loss) per Common Share – Net income (loss) attributable to common stockholders is computed by adjusting net income (loss) by the amount of dividends and dividend requirements (including the deemed dividend discussed in Note 2) on preferred stocks and the accretion of redeemable preferred stocks, if applicable. Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, excluding contingently issuable common shares (unvested restricted stock), if applicable. For periods we earn net income, a proportional share of net income is allocated to participating securities, if applicable, determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). Certain securities (Series E Redeemable Preferred prior to the Exchange Transaction and restricted stock units) participate in dividends declared on our common stock and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted income per common share during periods of net income. For periods we incur a net loss, no loss is allocated to participating securities because they have no contractual obligation to share in our losses. Diluted loss per common share is computed after giving consideration to the dilutive effect of our potential common stock instruments that are outstanding during the period, except where such non-participating securities would be anti-dilutive. Segment Information - We operate in one principal business segment – our chemical business. Recently Adopted Accounting Pronouncement ASU 2019-12 – In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The ASU removes certain exceptions to the general framework and also seeks to simplify and/or clarify accounting for income taxes by adding certain requirements that would simplify GAAP for financial statement preparers. On January 1, 2021, we adopted ASU 2019-12, which did not have a material impact on our consolidated financial statements or related disclosures. F-15 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 1. Summary of Significant Accounting Policies (continued) Recently Issued Accounting Pronouncements ASU 2020-06 - In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40) . This ASU addresses the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. This ASU will be effective for us on January 1, 2024; however, early adoption is permitted, which began January 1, 2021. We are evaluating the timing and the effect of our pending adoption of this ASU on our consolidated financial statements and related disclosures at this time. ASU 2020-04 – In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR that are expected to be discontinued. This ASU provides exceptions and optional expedients for applying GAAP to contract modifications, hedging relationships, and other transactions that reference LIBOR or other reference rates to be discontinued as a result of reference rate reform. They do not apply to modifications made or hedges entered into or evaluated after December 31, 2022, unless the hedging relationships existed as of that date and optional expedients for them were elected and retained through the end of the hedging relationship. This ASU became effective upon issuance. We continue to evaluate the effect of this ASU and plan to utilize this relief for our debt agreements that include LIBOR rates. F-16 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 2. Redeemable Preferred Stocks Series E and Series F Redeemable Preferred Exchanged for Common Stock In July 2021, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding (the “Holder”), an affiliate of Eldridge Industries, LLC and other affiliates (together “Eldridge”), which Exchange Agreement was voted on and approved by our stockholders at the Special Meeting as discussed in Note 1. Pursuant to the terms of the Exchange Agreement, the Holder would exchange all of the shares of the Series E and Series F Redeemable Preferred into our common stock based on the liquidation preference (“Liquidation Preference”), at the time of the exchange, and an exchange price of $ 6.16 , which is equal to the 30 -day volume weighted average price as of the date of the Exchange Agreement. The Liquidation Preference primarily consists of $ 1,000 per share of Series E Redeemable Preferred plus accrued and unpaid dividends and the participation rights value. On September 27, 2021, the closing of the Exchange Agreement occurred, and the Exchange Transaction was consummated. Pursuant to the terms of the Exchange Agreement, the Holder exchanged all of the shares of the Series E and Series F Redeemable Preferred for approximately 49.1 million shares of our common stock. The total fair value of the approximately 49.1 million shares of common stock issued was approximately $ 531.1 million (based on the average per share price on the date of closing). The fair value of the common stock issued was in excess of the Ser ies E and Series F Redeemable Preferred carrying amount, net of the bifurcated embedded derivative and unamortized issuance costs, by approximately $ 231.8 million and is treated as a deemed dividend. Because we were in an accumulated deficit position on the closing date, the deemed dividend was charged to capital in excess of par value. Changes in our Series E and Series F Redeemable Preferred are as follows: Series E Redeemable Preferred Accrued Liability-Embedded Derivative Series F Redeemable Preferred Shares Amount Amount Shares Amount (Dollars In Thousands) Balance at December 31, 2020 139,768 $ 272,101 $ 1,029 1 $ — Accretion relating to liquidation preference on preferred stock — 814 — — Accretion for discount and issuance costs on preferred stock — 709 — — Accumulated dividends — 29,914 — — Change in fair value of embedded derivative — — 2,258 — — Costs relating to exchange transaction — ( 7,497 ) — — Exchange of preferred stock for common stock ( 139,768 ) ( 296,041 ) ( 3,287 ) ( 1 ) — Balance at December 31, 2021 — $ — $ — — $ — Change of Control As the result of the Exchange Transaction discussed above, Eldridge held over 60 % of our outstanding shares of common stock on the closing date. As a result, a change of control (“CoC”) event occurred as defined in certain equity award agreements discussed in Note 11 and in certain cash-based award agreements. Pursuant to the terms of the cash-based awards outstanding as of the CoC event, all such awards immediately vested and approximately $ 5.4 million was paid. As a result of the vesting, we recognized an additional $ 2.0 million expense, of which $ 0.7 million is classified as cost of sales and $ 1.3 million is classified as SG&A. F-17 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 3. Loss per Common Share The following table sets forth the computation of basic and diluted net loss per common share: 2021 2020 2019 ( In Thousands, Except Per Share Amounts) Numerator: Net income (loss) $ 43,545 $ ( 61,911 ) $ ( 63,417 ) Adjustments for basic and diluted net loss per common share: Dividend requirements on Series E Redeemable Preferred ( 29,914 ) ( 35,182 ) ( 30,729 ) Deemed dividend on Series E and Series F Redeemable Preferred ( 231,812 ) — — Dividend and dividend requirements on Series B Preferred ( 239 ) ( 240 ) ( 240 ) Dividend and dividend requirements on Series D Preferred ( 59 ) ( 60 ) ( 60 ) Accretion of Series E Redeemable Preferred ( 1,523 ) ( 2,026 ) ( 1,995 ) Numerator for basic and diluted net loss per common share $ ( 220,002 ) $ ( 99,419 ) $ ( 96,441 ) Denominator: Denominator for basic and diluted net loss per common share - adjusted weighted-average shares (1) 49,963 36,664 36,455 Basic and diluted net loss per common share $ ( 4.40 ) $ ( 2.71 ) $ ( 2.65 ) (1) All periods exclude the weighted-average shares of unvested restricted stock that are contingently issuable. The following weighted-average shares of securities were not included in the computation of diluted net loss per common share as their effect would have been antidilutive: 2021 2020 2019 (In Thousands) Restricted stock and stock units 1,531 1,588 938 Stock options 13 138 138 Series E redeemable preferred stock - embedded derivative — 304 304 Convertible preferred stocks — 1,192 1,192 1,544 3,222 2,572 4. Property, Plant and Equipment Average December 31, useful lives (1) 2021 2020 (In Thousands) Machinery, equipment and automotive 25 $ 1,244,617 $ 1,213,359 Buildings and improvements 26 44,814 44,123 Land improvements 35 8,271 8,223 Furniture, fixtures and store equipment 5 1,156 1,080 Construction in progress N/A 15,298 18,389 Capital spare parts N/A 26,744 26,894 Land N/A 4,567 4,567 1,345,467 1,316,635 Less accumulated depreciation and amortization 486,987 425,437 $ 858,480 $ 891,198 (1) Weighted average useful lives as of December 31, 2021. Machinery, equipment and automotive primarily includes the categories of property and equipment and estimated useful lives as follows: processing plants and plant infrastructure ( 15 - 30 years ); certain processing plant components ( 3 - 10 years ); and trucks, automobiles, trailers, and other rolling stock ( 4 - 7 years ). F-18 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 5 . Current and Noncurrent Accrued and Other Liabilities December 31, 2021 2020 (In Thousands) Accrued payroll and benefits $ 9,794 5,837 Accrued interest 8,397 $ 8,669 Current portion of operating lease liabilities 7,755 6,706 Accrued death and other executive benefits 2,514 2,539 Accrued health and worker compensation insurance claims 1,272 1,179 Other 6,599 11,527 36,331 36,457 Less noncurrent portion 3,030 6,090 Current portion of accrued and other liabilities $ 33,301 $ 30,367 6. Asset Retirement Obligations We own the land on which our owned plants operate, limiting asset retirement obligations at our owned chemical facilities. However, we have various legal requirements related to operations at our chemical facilities mainly for the disposal of wastewater generated at certain of these facilities. At December 31, 2021 and 2020, our accrued liability for AROs was $ 100,000 . However, the facilities and some of the water related assets have an indeterminate life and as a result there is insufficient information to estimate the fair value for certain of our AROs. We will continue to review these obligations and record a liability when a reasonable estimate of the fair value can be made. 7. Long-Term Debt December 31, 2021 2020 (In Thousands) Working Capital Revolver Loan, with a current interest rate of 3.75 % (A) $ — $ — Senior Secured Notes due 2028 (B) 500,000 — Senior Secured Notes due 2023 (B) — 435,000 Secured Financing due 2023, with an interest rate of 8.32 % (C) 7,712 10,715 Secured Loan Agreement due 2025, with an interest rate of 8.75 % (D) 5,328 6,834 Secured Financing Agreement due 2025, with an interest rate of 8.75 % (E) 23,987 28,636 Unsecured Loan Agreement due 2022, with an interest rate of 1.00 % (F) — 10,000 Secured Promissory Note due 2021 — 1,221 Other 339 432 Unamortized debt issuance costs ( 9,722 ) ( 8,648 ) 527,644 484,190 Less current portion of long-term debt (G) 9,454 16,801 Long-term debt due after one year, net (G) $ 518,190 $ 467,389 F-19 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 7. Long-Term Debt (continued) (A) Our revolving credit facility, as amended (the “Working Capital Revolver Loan”), provides for advances up to $ 65 million (the “Maximum Revolver Amount”), based on specific percentages of eligible accounts receivable and inventories and up to $ 10 million of letters of credit, the outstanding amount of which reduces the available for borrowing under the Working Capital Revolver Loan. At December 31, 2021, our available borrowings under our Working Capital Revolver Loan were approximately $ 61.3 million, based on our eligible collateral, less outstanding letters of credit and loan balance. The maturity date of the Working Capital Revolver Loan is on the earlier of (i) the date that is 90 days prior to the earliest stated maturity date of the Senior Secured Notes (unless refinanced or repaid) and (ii) February 26, 2024 . Subject to certain conditions and subject to lender approval, the Maximum Revolver Amount may increase up to an additional $ 10 million. The Working Capital Revolver Loan also provides for a springing financial covenant (the “Financial Covenant”), which requires that, if the borrowing availability is less than 10.0 % of the total revolver commitments , then the borrowers must maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00 . The Financial Covenant, if triggered, is tested monthly. Interest accrues on outstanding borrowings under the Working Capital Revolver Loan at a rate equal to, at our election, either (a) LIBOR for an interest period selected by us plus an applicable margin equal to 1.50 % per annum or 1.75 % per annum, depending on borrowing availability under the Working Capital Revolver Loan, or (b) Wells Fargo Capital Finance’s prime rate plus an applicable margin equal to 0.50 % per annum or 0.75 % per annum, depending on borrowing availability under the Working Capital Revolver Loan. Interest is paid quarterly, if applicable. The Working Capital Revolver Loan contains customary covenants including limitations on asset sales, liens, debt incurrence, restricted payments, investments, dividends and transactions with affiliates. The Working Capital Revolver Loan includes customary events of default. Upon the occurrence of any event of default, the obligations under the Working Capital Revolver Loan may be accelerated and the revolver commitments may be terminated. Obligations under the Working Capital Revolver Loan are secured by a first priority security interest in substantially all of our current assets, including accounts receivable and inventory, subject to certain customary exceptions. Also, the lender provided LSB a consent to close the Exchange Transaction discussed in Note 2 and to allow for the payment of dividends to the holders of the Series B and Series D Preferred discussed in Note 12. (B) On October 14, 2021, LSB completed the issuance and sale of $ 500 million in aggregate principal amount of its 6.25 % Senior Secured Notes due 2028 (the “New Notes”). The New Notes were issued pursuant to an indenture, dated as of October 14, 2021 (the “Indenture”), by and among the LSB, the subsidiary guarantors named therein, and Wilmington Trust, National Association, a national banking association, as trustee and collateral agent. The New Notes were issued at a price equal to 100 % of their face value. Most of the proceeds from the New Notes were used to redeem all of our existing Senior Secured Notes due 2023 (the "Old Notes"), to pay related transaction fees, and the remaining portion to be used for general corporate purposes. The redemption was completed by the trustee on October 29, 2021. The Old Notes were redeemed in accordance with the contractual terms and was accounted for as an extinguishment of debt. As a result, we recognized a loss on extinguishment of debt of approximately $ 20.3 million in 2021, primarily consisting of the contractual redemption premium paid and the expensing of unamortized debt issuance costs associated with the Old Notes. The New Notes mature on October 15, 2028 , ranking senior in right of payment to all of our debt that is expressly subordinated in right of payment to the notes, and will rank pari passu in right of payment with all of our liabilities that are not so subordinated, including the Working Capital Revolver Loan . LSB’s obligations under the New Notes are jointly and severally guaranteed by the subsidiary guarantors named in the Indenture on a senior secured basis. Interest on the New Notes accrues at a rate of 6.25 % per annum and is payable semi-annually in arrears on May 15 and October 15 of each year, beginning on May 15, 2022. Pursuant to the Indenture, LSB may redeem the New Notes at its option, in whole or in part, at certain redemption prices, including a “make-whole” premium, as set forth in the Indenture but also includes redemption requirements associated with a change of control (as defined in the Indenture). T he New Notes do not have any conversion features. In addition, the Indenture contains customary covenants that limit, among other things, LSB and certain of its subsidiaries’ ability to engage in certain transactions and also provides for customary events of default (subject in certain cases to customary grace and cure periods). Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25 % in principal amount of the then outstanding New Notes may declare the principal of and accrued but unpaid interest on all the New Notes to be due and payable. F-20 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 7. Long-Term Debt (continued) LSB may redeem the New Notes at its option, in whole or in part, subject to the payment of a premium of 3.125 % of the principal amount so redeemed, in the case of any optional redemption on or after October 15, 2024. If LSB experiences a change of control, it must offer to purchase the New Notes at 101 % of their principal amount, plus accrued and unpaid interest, if any, to but excluding the date of purchase. The Indenture contains covenants that limit, among other things, LSB and certain of its subsidiaries’ ability to (1) incur additional indebtedness; (2) declare or pay dividends, redeem stock or make other distributions to stockholders; (3) make other restricted payments, including investments; (4) create dividend and other payment restrictions affecting its subsidiaries; (5) create liens or use assets as security in other transactions; (6) merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of our assets; and (7) enter into transactions with affiliates. Further, during any such time when the New Notes are rated investment grade by each of Moody’s Investors Service, Inc. and Standard & Poor’s Investors Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, certain of the covenants will be suspended with respect to the New Notes. Obligations in respect of the New Notes are secured by a first priority security interest in substantially all of our fixed assets, subject to certain customary exceptions. (C) El Dorado Chemical Company (“ EDC”), one of our subsidiaries, is party to a secured financing arrangement with an affiliate of LSB Funding. Principal and interest are payable in 48 equal monthly installments with a final balloon payment of approximately $ 3 million due in June 2023 . (D) EDC is party to a secured loan agreement with an affiliate of LSB Funding. Principal and interest will be payable in 60 equal monthly installments through March 2025. (E) In August 2020, El Dorado Ammonia L.L.C. (“EDA”), one of our subsidiaries, entered into a $ 30 million secured financing arrangement with an affiliate of LSB Funding. Beginning in September 2020, principal and interest are payable in 60 equal monthly installments with a final balloon payment of approximately $ 5 million due in August 2025 . This financing arrangement is secured by an ammonia storage tank and is guaranteed by LSB. (F) In April 2020, LSB entered into a federally guaranteed loan agreement (“PPP loan”) for $ 10 million with a lender pursuant to a new loan program through the U.S. Small Business Administration (“SBA”) as the result of the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and amended by the Paycheck Protection Program Flexibility Act of 2020. We applied ASC 470, Debt, to account for the PPP loan. We have used all of the proceeds from the PPP loan for payroll, rent, utilities, and other specified costs that qualify for loan forgiveness. In April 2021, we submitted the PPP loan forgiveness application to the lender. In June 2021, the PPP loan was fully forgiven by the SBA and lender. As a result, we recognized a gain on extinguishment of debt of $ 10 million in 2021. (G ) Maturities of long-term debt for each of the five years after December 31, 2021 are as follows (in thousands): 2022 $ 9,454 2023 10,900 2024 7,427 2025 9,585 2026 — Thereafter 500,000 Less: Debt issuance costs 9,722 $ 527,644 F-21 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 8. Income Taxes Benefit for income taxes are as follows: 2021 2020 2019 (In Thousands) Current: Federal $ — $ ( 4 ) $ — State ( 250 ) 33 ( 29 ) Total Current $ ( 250 ) $ 29 $ ( 29 ) Deferred: Federal $ ( 6,217 ) $ ( 4,631 ) $ ( 14,739 ) State 1,911 ( 147 ) ( 6,156 ) Total Deferred $ ( 4,306 ) $ ( 4,778 ) $ ( 20,895 ) Benefit for income taxes $ ( 4,556 ) $ ( 4,749 ) $ ( 20,924 ) The current benefit for federal income taxes shown above includes federal income tax after the consideration of permanent and temporary differences between income for GAAP and tax purposes. The current benefit for state income taxes includes state income tax and provisions for uncertain income tax positions, and other similar adjustments. The deferred tax provision (benefit) results from the recognition of changes in our prior year deferred tax assets and liabilities, and the utilization of state NOL carryforwards and other temporary differences. We reduce income tax expense for tax credits in the year they arise and are earned. At December 31, 2021, our gross amount of tax credits available to offset state income taxes was $ 4.2 million ($ 3.4 million net of federal benefit). Most of these tax credits carryforward for 9 years and begin expiring in 2022 . The gross amount of federal tax credits was $ 8.1 million. These credits carryforward for 20 years and begin expiring in 2034 . In 2021, we utilized approximately $ 64 million and $ 56 million of federal and state NOL carryforwards, respectively, to reduce tax liabilities (minimal in 2020 and 2019). At December 31, 2021, we have remaining federal and state tax NOL carryforwards of $ 592 million and $ 798 million, respectively. The federal NOL carryforwards begin expiring in 2033 and the state NOL carryforwards began expiring in 2021 . We considered both positive and negative evidence in our determination of the need for valuation allowances for the deferred tax assets associated with federal and state NOLs and federal credits and in conjunction with the IRC Section 382 limitation. Information evaluated includes our financial position and results of operations for the current and preceding years, the availability of deferred tax liabilities and tax carrybacks, as well as an evaluation of currently available information about future years. Valuation allowances are reflective of our quarterly analysis of the four sources of taxable income, including the calculation of the reversal of existing tax assets and liabilities, the impact of annual utilization limitations of interest expense and net operating losses and our results of operations. Based on our analysis, we believe that it is more-likely-than-not that a portion of our federal and state deferred tax assets will not be able to be utilized. Information relating to our valuation allowance are included in the tables below. In 2021, the provision for income taxes includes the reversal of approximately $ 13 million of federal valuation allowance and $ 4 million of state valuation allowance primarily due to current year income. F-22 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 8. Income Taxes (continued) Deferred tax assets and liabilities include temporary differences and carryforwards as follows: December 31, 2021 2020 (In Thousands) Deferred compensation $ 2,390 $ 2,106 Other accrued liabilities 1,721 2,142 Lease liability 6,710 6,471 Interest expense carryforward 27,928 36,165 Net operating loss 159,213 170,362 Other 12,030 10,255 Less valuation allowance on deferred tax assets ( 46,968 ) ( 64,655 ) Total deferred tax assets $ 163,024 $ 162,846 Property, plant and equipment ( 178,535 ) ( 183,335 ) Right-of-use-assets ( 6,709 ) ( 6,508 ) Prepaid and other insurance reserves ( 4,413 ) ( 3,942 ) Total deferred tax liabilities $ ( 189,657 ) $ ( 193,785 ) Net deferred tax liabilities $ ( 26,633 ) $ ( 30,939 ) All of our income (loss) before taxes relates to domestic operations. Detailed below are the differences between the amount of the provision (benefit) for income taxes and the amount which would result from the application of the federal statutory rate to “Income (loss) before benefit for income taxes.” 2021 2020 2019 (In Thousands) Provision (benefit) for income taxes at federal statutory rate $ 8,187 $ ( 13,999 ) $ ( 17,712 ) State current and deferred income tax provision (benefit) 1,833 ( 5,094 ) ( 5,282 ) Valuation allowance - Federal ( 13,400 ) 8,758 2,739 Valuation allowance - State ( 4,286 ) 4,308 2,961 State tax law changes 7,360 ( 660 ) ( 4,388 ) Tax credits ( 2,835 ) — — PPP loan forgiveness ( 2,456 ) — — Other 1,041 1,938 758 Benefit for income taxes $ ( 4,556 ) $ ( 4,749 ) $ ( 20,924 ) A reconciliation of the beginning and ending amount of uncertain tax positions is as follows: 2021 2020 2019 (In Thousands) Balance at beginning of year $ 464 $ 519 $ 577 Additions based on tax positions related to the current year — — — Reductions for tax positions of prior years ( 464 ) ( 55 ) ( 58 ) Balance at end of year $ — $ 464 $ 519 We expect that the amount of unrecognized tax benefits may change as the result of ongoing operations, the outcomes of audits, and the expiration of statute of limitations. This change is not expected to have a significant effect on our results of operations or financial condition. For 2021, 2020, and 2019, if recognized, the effect on the effective tax rate from unrecognized tax benefits would be insignificant. F-23 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 8. Income Taxes (continued) We record interest related to unrecognized tax positions in interest expense and penalties in operating other expense. For 2021, 2020 and 2019, the amounts for interest and penalties associated with unrecognized tax positions were minimal. At December 31, 2021, there was no accrued interest or penalties (minimal at December 31, 2020). LSB and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the 2018-2021 years remain open for all purposes of examination by the U.S. Internal Revenue Service (“IRS”) and other major tax jurisdictions. Additionally, the 2013-2017 years remain subject to examination for determining the amount of net operating loss and other carryforwards. 9. Commitments and Contingencies Purchase and Sales Commitments – We have the following significant purchase and sales commitments. UAN supply agreement – The Pryor Chemical Company (“PCC”) is party to an agreement with CVR. CVR has the exclusive right (but not the obligation) to purchase all the tons of UAN that are produced by PCC with certain limitations. If CVR fails to take delivery of certain tons, PCC pursuant to the terms of the agreement may immediately sell such unpurchased product to a third-party without restriction. The current term of the agreement expires in June 2022 , but includes automatic renewals for one or more additional one-year terms unless terminated by either party. However, CVR may unilaterally terminate the agreement upon 180 days’ advance written notice of termination to PCC; provided, however, that each party’s rights and obligations pertaining to UAN that CVR committed to purchase before such advance notice will survive termination. Additionally, PCC can terminate the agreement upon 90 days’ advance written notice of termination to CVR; provided, however, that each party’s rights and obligations pertaining to UAN that PCC committed to sell prior to such advance notice will survive termination. Ammonia supply agreement – EDC is party to an agreement, as amended, with Koch Fertilizer under which Koch Fertilizer agrees to purchase, with minimum purchase requirements, the ammonia that (a) will be produced at the El Dorado Facility and (b) a portion that is in excess of EDC’s needs as defined. As amended, the term of the agreement expires in June 2023 but automatically continues for one or more additional one-year terms unless terminated by either party by delivering a notice of termination at least nine months prior to the end of term in effect. Nitric acid supply agreement – EDC is party to an agreement with a customer to supply nitric acid. Under the agreement, EDC agreed to supply between 70,000 to 100,000 tons of nitric acid annually. The initial contract term began in 2021 and extends through 2027 but includes automatic one-year renewal terms unless terminated by either party in writing 180 days before the current contract expiration date. Settlements, Outstanding Natural Gas Purchase Commitments, and Other – During several days in February 2021, the Pryor Facility was taken out of service after extreme cold weather caused a surge in natural gas prices in the region, along with the curtailment of gas distribution by the operator of the pipeline that supplies natural gas to the facility. Also, as a result of unprecedented cold weather conditions, the primary natural gas supplier to our El Dorado Facility asserted a claim of force majeure and materially restricted the supply of gas to the facility. In order to mitigate a portion of the commodity price risk associated with natural gas, we periodically enter into natural gas forward contracts and volume purchase commitments that locked in the cost of certain volumes of natural gas. Prior to this weather event, we had both types of arrangements. During 2021, as a result of the extreme conditions previously described, we settled all of our natural gas forward contracts and certain volume purchase commitments at that time and recognized a realized gain of approximately $ 6.8 million, which includes the realized gain discussed under “Natural Gas Contracts” in Note 10 and is classified as a reduction to cost of sales . During 2020, EDC and certain vendors mediated settlements for EDC to recover certain costs associated with a nitric acid plant at our El Dorado Facility. The construction of this plant was completed, and the plant began production in 2016. As a result of the settlements, the vendors paid EDC $ 4.3 million, provided parts totaling $ 0.3 million and have agreed to provide services and parts totaling $ 2.5 million, which amount, or portion thereof, may be paid in cash at the option of the vendo rs. At December 31, 2021 and 2020, approximately $ 2.0 million and $ 2.5 million, respectively, is included in noncurrent accounts receivable (classified as a noncurrent other asset) associated with these settlements. As part of the settlements, EDC paid the vendors $ 2.7 million to settle $ 3.2 million of invoices that were held in our accounts payable. As a result, the recovery from these settlements recognized during 2020 includes approximately $ 5.7 million classified as a reduction to cost of sales and approximately $ 1.9 million classified as a reduction to PP&E. At December 31, 2021 certain of our natural gas contracts qualify as normal purchases under GAAP and thus are not mark-to-market, which contracts included volume purchase commitments with fixed costs of approximately 5.4 million MMBtus of natural gas. These contracts extend through March 2022 at a weighted-average cost of $ 4.53 per MMBtu ($ 24.6 million) and a weighted-average market value of $ 3.87 per MMBtu ($ 21.0 million). F-24 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. Commitments and Contingencies (continued) In addition, we had standby letters of credit outstanding of approximately $ 2.6 million at December 31, 2021. Wastewater Pipeline Operating Agreement – EDC is party to an operating agreement for the right to use a pipeline to dispose its wastewater. EDC is contractually obligated to pay a portion of the operating costs of the pipeline, as incurred, which portion is estimated to be $ 100,000 to $ 150,000 annually. The initial term of the operating agreement is through December 2053. Performance and Payment Bonds – We are contingently liable to sureties in respect of certain insurance bonds issued by the sureties in connection with certain contracts entered into by certain subsidiaries in the normal course of business. These insurance bonds primarily represent guarantees of future performance of our subsidiaries. As of December 31, 2021, we have agreed to indemnify the sureties for payments, up to $ 9.7 million, made by them in respect of such bonds. All of these insurance bonds are expected to expire or be renewed in 2022. Employment and Severance Agreements - We have employment and severance agreements with several of our officers. The agreements, as amended, provide for annual base salaries, bonuses and other benefits commonly found in such agreements. In the event of termination of employment due to a change in control (as defined in the agreements), the agreements provide for payments aggregating $ 9.9 million at December 31, 2021. Also see Note 14-Related Party Transactions. Legal Matters - Following is a summary of certain legal matters involving the Company: A. Environmental Matters Our facilities and operations are subject to numerous federal, state and local environmental laws and to other laws regarding health and safety matters (collectively, the “Environmental and Health Laws”), many of which provide for certain performance obligations, substantial fines and criminal sanctions for violations. Certain Environmental and Health Laws impose strict liability as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly owned or operated by us or facilities of third parties that received waste generated by our operations regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety effects of our operations. There can be no assurance that we will not incur material costs or liabilities in complying with such laws or in paying fines or penalties for violation of such laws. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. The Environmental and Health Laws and related enforcement policies have in the past resulted, and could in the future result, in significant compliance expenses, cleanup costs (for our sites or third-party sites where our wastes were disposed of), penalties or other liabilities relating to the handling, manufacture, use, emission, discharge or disposal of hazardous or toxic materials at or from our facilities or the use or disposal of certain of its chemical products. Further, a number of our facilities are dependent on environmental permits to operate, the loss or modification of which could have a material adverse effect on their operations and our financial condition. Historically, significant capital expenditures have been incurred by our subsidiaries in order to comply with the Environmental and Health Laws, and significant capital expenditures are expected to be incurred in the future. We will also be obligated to manage certain discharge water outlets and monitor groundwater contaminants at our facilities should we discontinue the operations of a facility. As of December 31, 2021, our accrued liabilities for environmental matters totaled approximately $ 0.5 million relating primarily to the matters discussed below. Estimates of the most likely costs for our environmental matters are generally based on preliminary or completed assessment studies, preliminary results of studies, or our experience with other similar matters. It is reasonably possible that a change in the estimate of our liability could occur in the near term. Also, see discussion in Note 6 – Asset Retirement Obligations. 1. Discharge Water Matters Each of our manufacturing facilities generates process wastewater, which may include cooling tower and boiler water quality control streams, contact storm water and miscellaneous spills and leaks from process equipment. The process water discharge, storm-water runoff and miscellaneous spills and leaks are governed by various permits generally issued by the respective state environmental agencies as authorized and overseen by the U.S. Environmental Protection Agency. These permits limit the type and amount of effluents that can be discharged and control the method of such discharge. F-25 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. Commitments and Contingencies (continued) In 2017, the Pryor Chemical Company (“PCC”) filed a Permit Renewal Application for its Non-Hazardous Injection Well Permit at the Pryor Facility. Although the Injection Well Permit expired in 2018, PCC continues to operate the injection well pending the Oklahoma Department of Environmental Quality (“ODEQ”) action on the Permit Renewal Application. PCC and ODEQ are engaged in ongoing discussions related to the renewal of the injection well to address the wastewater stream. Our El Dorado Facility is subject to a National Pollutant Discharge Elimination System (“NPDES”) permit issued by the Arkansas Department of Environmental Quality (“ADEQ”) in 2004. In 2010, the ADEQ issued a draft NPDES permit renewal for the El Dorado Facility, which contained more restrictive discharge limits than the previous 2004 permit. During 2017, ADEQ issued a final NPDES permit with new dissolved mineral limits; however, EDC filed an appeal, and a Permit Appeal Resolution (“PAR”) was signed in 2018. EDC is in compliance with the revised permit limits agreed upon in the PAR. In 2006, the El Dorado Facility entered into a Consent Administrative Order (“CAO”) that recognizes the presence of nitrate contamination in the shallow groundwater. The CAO required EDC to perform semi-annual groundwater monitoring, continue operation of a groundwater recovery system, submit a human health and ecological risk assessment, and submit a remedial action plan. The risk assessment was submitted in 2007. In 2015, the ADEQ stated that El Dorado Chemical was meeting the requirements of the CAO and should continue semi-annual monitoring. Subsequent to the PAR mentioned previously, a new CAO was signed in 2018, which required an Evaluation Report of the data and effectiveness of the groundwater remedy for nitrate contamination. During 2019, the Evaluation Report was submitted to the ADEQ and the ADEQ approved the report. No liability has been established at December 31, 2021 , in connection with this ADEQ matter. 2. Other Environmental Matters In 2002, certain of our subsidiaries sold substantially all of their operating assets relating to a Kansas chemical facility (the “Hallowell Facility”) but retained ownership of the real property where the facility is located. Our subsidiary retained the obligation to be responsible for, and perform the activities under, a previously executed consent order to investigate the surface and subsurface contamination at the real property, develop a corrective action strategy based on the investigation, and implement such strategy. In addition, certain of our subsidiaries agreed to indemnify the buyer of such assets for these environmental matters. As the successor to a prior owner of the Hallowell Facility, Chevron Environmental Management Company (“Chevron”) has agreed in writing, within certain limitations, to pay and has been paying one-half of the costs of the investigation and interim measures relating to this matter as approved by the Kansas Department of Health and Environment (the “KDHE”), subject to reallocation. During this process, our subsidiary and Chevron retained an environmental consultant that prepared and performed a corrective action study work plan as to the appropriate method to remediate the Hallowell Facility. During 2020, the KDHE selected a remedy of annual monitoring and the implementation of an Environmental Use Control (“EUC”). This remedy primarily relates to long-term surface and groundwater monitoring to track the natural decline in contamination and is subject to a 5-year re-evaluation with the KDHE. The final remedy, including the EUC, the finalization of the cost estimates and any required financial assurances remains under discussion with the KDHE, but continues to be delayed due to the impact from the COVID-19 pandemic. Pending the results from our discussions regarding the final remedy, we continue to accrue our allocable portion of costs primarily for the additional testing, monitoring and risk assessments that could be reasonably estimated, which amount is included in our accrued liabilities for environmental matters discussed above. The estimated amount is not discounted to its present value. As more information becomes available, our estimated accrual will be refined, as necessary. B. Other Pending, Threatened or Settled Litigation In 2013, an explosion and fire occurred at the West Fertilizer Co. (“West Fertilizer”) located in West, Texas, causing death, bodily injury and substantial property damage. West Fertilizer is not owned or controlled by us, but West Fertilizer was a customer of EDC, and purchased AN from EDC from time to time. LSB and EDC received letters from counsel purporting to represent subrogated insurance carriers, personal injury claimants and persons who suffered property damages informing LSB and EDC that their clients are conducting investigations into the cause of the explosion and fire to determine, among other things, whether AN manufactured by EDC and supplied to West Fertilizer was stored at West Fertilizer at the time of the explosion and, if so, whether such AN may have been one of the contributing factors of the explosion. Initial lawsuits filed named West Fertilizer and another supplier of AN as defendants. F-26 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 9. Commitments and Contingencies (continued) In 2014, EDC and LSB were named as defendants, together with other AN manufacturers and brokers that arranged the transport and delivery of AN to West Fertilizer, in the case styled City of West, Texas vs. CF Industries, Inc., et al. , in the District Court of McLennan County, Texas. The plaintiffs allege, among other things, that LSB and EDC were negligent in the production and marketing of fertilizer products sold to West Fertilizer, resulting in death, personal injury and property damage. EDC retained a firm specializing in cause and origin investigations with particular experience with fertilizer facilities, to assist EDC in its own investigation. LSB and EDC placed its liability insurance carrier on notice, and the carrier is handling the defense for LSB and EDC concerning this matter. Our product liability insurance policies have aggregate limits of general liability totaling $ 100 million, with a self-insured retention of $ 250,000 , which retention limit has been met relating to the West Fertilizer matter. In August 2015, the trial court dismissed plaintiff’s negligenc e claims against us, and EDC based on a duty to inspect but allowed the plaintiffs to proceed on claims for design defect and failure to warn. Subsequently, we and EDC have entered into confidential settlement agreements (with approval of our insurance carriers) with several plaintiffs that had claimed wrongful death and bodily injury and insurance companies asserting subrogation claims for damages from the explosion. While these settlements resolve the claims of a number of the claimants in this matter, we continue to be party to litigation related to the explosion. We continue to defend these lawsuits vigorously and we are unable to estimate a possible range of loss at this time if there is an adverse outcome in this matter. As of December 31, 2021, no liability reserve has been established in connection with this matter , except for the unpaid portion of the settlement agreements discussed above . In 2015, we and EDA received formal written notice from Global Industrial, Inc. (“Global”) of Global’s intention to assert mechanic liens for labor, service, or materials furnished under certain subcontract agreements for the improvement of the new ammonia plant (“Ammonia Plant”) at our El Dorado Facility. Global was a subcontractor of Leidos Constructors, LLC (“Leidos”), the general contractor for EDA for the construction for the Ammonia Plant. Leidos terminated the services of Global with respect to their work performed at our El Dorado Facility. LSB and EDA are pursuing the recovery of any damage or loss caused by Global’s work performed through their contract with Leidos at our El Dorado Facility. In March 2016, EDC and LSB were served a summons in a case styled Global Industrial, Inc. d/b/a Global Turnaround vs. Leidos Constructors, LLC et al., in the Circuit court of Union County, Arkansas, wherein Global sought damages under breach of contract and other claims. At the time of the summons, our accounts payable included invoices totaling approximately $ 3.5 million related to the claims asserted by Global but such invoices were not approved by Leidos for payment. We have requested indemnification from Leidos under the terms of our contracts, which they have denied. As a result, we are seeking reimbursement of legal expenses from Leidos under our contracts. We also seek damages from Leidos for their wrongdoing during the expansion, including breach of contract, fraud, professional negligence, and gross negligence. During 2018, the court bifurcated the case into: (1) Global’s claims against Leidos and LSB, and (2) the cross-claims between Leidos and LSB. Part (1) of the case was tried in the court. In March 2020, the court rendered an interim judgment and issued its final judgment in April 2020. In summary, the judgment awarded Global (i) approximately $ 7.4 million (including the $ 3.5 million discussed above) for labor, service, and materials furnished relating to the Ammonia Plant, (ii) approximately $ 1.3 million for prejudgment interest, and (iii) a claim of lien on certain property and the foreclosure of the lien to satisfy these obligations. In addition, post-judgment interest will accrue at the annual rate of 4.25 % until paid. During 2020, this judgment impacted our consolidated statement of operations as follows: • additional depreciation expense of $ 0.5 million classified as cost of sales; and • prejudgment and post- judgment interest expense totaling $ 1.6 million . We have filed a notice of intent to appeal, and the court entered a stay of the judgment pending appeal. LSB intends to vigorously prosecute its claims against Leidos and vigorously contest the cross-claims in Part (2) of the matter. Due to the impact from the COVID-19 pandemic, the trial date for Part (2) of the matter has been delayed and we are awaiting a new trial date. No liability was established at December 31, 2021 or 2020, in connection with the cross-claims in Part (2) of the matter, except for certain invoices held in accounts payable. We are also involved in various other claims and legal actions (including matters involving gain contingencies). It is possible that the actual future development of claims could be different from our estimates but, after consultation with legal counsel, we believe that changes in our estimates will not have a material effect on our business, financial condition, results of operations or cash flows. F-27 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 10. Derivatives, Hedges and Financial Instruments For the periods presented, th e following significant instruments are accounted for on a fair value basis: Natural Gas Contracts Periodically, we entered into certain forward natural gas contracts (“natural gas contracts”), which are accounted for on a mark-to-market basis. We utilize these natural gas contracts as economic hedges for risk management purposes but are not designated as hedging instruments. At December 31, 2020, our natural gas contracts included 7.3 million MMBtu of natural gas, that extended through December 2021, but these contracts were settled during the first quarter of 2021, primarily due to the weather event discussed in Note 9. At December 31, 2021, we had no outstanding natural gas contracts. At December 31, 2020, the fair value of the natural gas contracts included approximately $ 0.1 million (classified as a current asset) and approximately $ 1.3 million (classified as a current liability). The valuations of the natural gas contracts are classified as Level 2. The valuation inputs included the contractual weighted-average cost of $ 2.65 per MMBtu and the weighted-average market value of $ 2.49 per MMBtu. For 2021, we recognized a gain of $ 2.7 million (including a realized gain of $ 1.5 million). For 2020, we recognized a $ 1.6 million loss ( none for 2019), which amount included an unrealized loss of $ 1.2 million attributed to natural gas contracts still held at the reporting date. The gain is classified as a reduction of cost of sales and the loss is classified as cost of sales. Embedded Derivative As discussed in Note 2, the Series E Redeemable Preferred was exchanged for our common stock during 2021. As a result, certain bifurcated embedded redemption features and participation rights value (“embedded derivative”) included as a part of the terms of the Series E Redeemable Preferred were extinguished. P rior to the completion of the E xchange Transaction, the embedded derivative was classified as a liability. At December 31, 2020, the fair value of the embedded derivative was approximately $ 1.0 million (classified as a noncurrent liability). We estimated that the contingent redemption features had fair value since we estimate that a portion of the shares of this preferred stock would be redeemed prior to October 25, 2023, the earliest redemption date by the holder. For certain other embedded features, we estimated no fair value based on our assessment that there was a remote probability that these features would be exercised. The fair value of the embedded derivative was valued using discounted cash flow models and primarily based on the difference in the present value of estimated future cash flows with no redemptions prior to October 25, 2023, compared to certain estimated redemptions during the same period and applying the effective dividend rate of the Series E Redeemable Preferred. A t December 31, 2020, the fair value of the embedded derivative included the valuation of the participation rights, which was based on the equivalent of 303,646 shares of our common stock at $ 3.39 per share. The valuations of the embedded derivative were classified as Level 3. This derivative was valued using market information, management’s redemption assumptions, the underlying number of shares as defined in the terms of the Series E Redeemable Preferred, and the market price of our common stock. For 2021, we recognized a loss of $ 2.3 million (including a realized loss of $ 3.3 million) due to the change in fair value of the embedded derivative through the date of the Exchange Transaction. For 2020 and 2019, we recognized unrealized gains of approximately $ 0.1 million and $ 0.5 million, respectively, due to the change in fair value of the embedded derivative. These gains and loss are included in non-op erating other income and expense. There was no Level 3 transfer activity during 2021, 2020 or 2019. F-28 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 11. Stockholders’ Equity 2016 Long Term Incentive Plan – During 2016, our Board adopted our 2016 Long Term Incentive Plan , which plan was approved by our shareholders at our annual meeting of shareholders held on June 2, 2016. During 2021, the 2016 Long Term Incentive Plan was amended as approved by our shareholders at our annual meeting of shareholders held on May 14, 2021 (together, the “2016 Plan”). N o awards may be granted under the 2016 Plan on and after the tenth anniversary of its effective date. After the effective date of the 2016 Plan, no further awards can be granted under our 2008 Incentive Stock Plan (the “2008 Plan”) . Any awards that remain outstanding under the 2008 Plan will continue to be governed by the respective plan’s terms and the terms of the specific award agreement, as applicable. The maximum aggregate number of shares reserved and available for issuance under the 2016 Plan shall not exceed 5,750,000 shares plus any shares that become available for reissuance under the share counting provisions of the 2008 Plan following the effective date of the 2016 Plan, subject to adjustment (including additional shares relating to the Special Dividend) as permitted under the 2016 Plan. Shares subject to any award that is canceled, forfeited, expires unexercised, settled in cash in lieu of common stock or otherwise terminated without a delivery of shares to a participant will again be available for awards under the 2016 Plan to the extent allowable by law. Under the 2016 Plan, awards may be made to employees, directors and consultants (for services rendered) of LSB or our subsidiaries subject to limitations as defined by the 2016 Plan. The 2016 Plan is administered by the compensation committee (the “Committee”) of our Board. Our Board or the Committee may amend the 2016 Plan, except that if any applicable statute, rule or regulation requires shareholder approval with respect to any amendment of the 2016 Plan, then to the extent so required, shareholder approval will be obtained. Shareholder approval will also be obtained for any amendment that would increase the number of shares stated as available for issuance under the 2016 Plan. All share information has been retroactively adjusted to reflect the Special Dividend as discussed in Note 2. The following may be granted by the Committee under the 2016 Plan: Stock Awards, Restricted Stock, Restricted Stock Units, and Other Awards – The Committee may grant awards of restricted stock, restricted stock units, and other stock and cash-based awards, which may include the payment of stock in lieu of cash (including cash payable under other incentive or bonus programs) or the payment of cash (which may or may not be based on the price of our common stock). Stock Appreciation Rights (“SARs”) – The Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2016 Plan or on a stand-alone basis. SARs are the right to receive payment per share of the SAR exercised in stock or in cash equal to the excess of the share’s fair market value, as defined in the 2016 Plan, on the date of exercise over its fair market value on the date the SAR was granted. Exercise of a SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related stock option to the extent of the SAR exercise. Stock Options – The Committee may grant either incentive stock options or non-qualified stock options. The Committee sets option exercise prices and terms, except that the exercise price of a stock option may be no less than 100 % of the fair market value, as defined in the 2016 Plan, of the shares on the date of grant. At the time of grant, the Committee will have sole discretion in determining when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years subject to certain conditions. Stock Incentive Plans - The following information relates to our long-term incentive plans: December 31, 2021 2016 Plan 2008 Plan Maximum number of securities for issuance 5,750,000 Number of awards available to be granted (1) 2,800,002 Number of unvested restricted stock/performance-based restricted stock/restricted stock units outstanding 1,900,986 — Number of options outstanding — 13,000 Number of options exercisable — 13,000 . (1) Includes 2008 and 2016 Plan shares canceled, forfeited, expired unexercised, which became available for reissuance under the 2016 Plan. F-29 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 11. Stockholders’ Equity (continued) Restricted Stock and Restricted Stock Units – During the three years presented below, the Committee approved various grants under the 2016 Plan of shares of restricted stock to certain executives and employees. These shares have vesting provisions including vesting at the end of each one-year period at the rate of one-third per year for three years , vesting 100 % at the end of three years , and vesting 100% at the end of one year . The unvested restricted shares carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting. Pursuant to the terms of the underlying restricted stock agreements, unvested restricted shares will immediately vest upon the occurrence of a change in control (as defined by the agreement), termination without cause or death. During 2021, the Committee approved the grant of shares of restricted stock and performance-based restricted stock (“PBRS”) to certain executives and the grant of shares of restricted stock units to certain employees. Pursuant to the terms of the performance-based awards outstanding as of the CoC event associated with the Exchange Transaction discussed in Note 2, additional shares of restricted stock were issued including the satisfaction of certain performance conditions above the target performance level. Upon the CoC event, such restricted stock is subject only to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Plan. The shares discussed above are reflected in the 2021 information below. During 2020, the Committee approved the grant of shares of restricted stock and PBRS to a certain executive. These shares are reflected in the 2020 information below. On December 31, 2019, the Committee approved the grant of approximately 358,000 shares of performance-based restricted stock to certain executives. Key information to finalize the performance targets and range of vesting shares was approved by the Board during February 2020, which is the grant date for financial reporting purposes. The terms of this PBRS grant are discussed below and these PBRS shares are reflected in the 2020 information below. During the three years presented below , the Committee approved the grant of shares of RSU to our non-employee directors for payment of a portion of their director fees under the 2016 Plan. Each RSU represents a right to receive one share of our common stock following the grant date and are non-forfeitable. Vesting occurs upon the earliest to occur: (i) the director’s separation from service, (ii) the first anniversary of the grant date (for the 2021 and 2020 grants), (iii) the third anniversary of the grant date (for 2019 grant), or (iv) the occurrence of a change of control, as defined by the agreement. Based on terms of the RSU agreements, the grant date fair value was recognized as stock-based compensation expense (SG&A) on the grant date in each respective year. Pursuant to the terms of these RSU awards outstanding as of the CoC event associated with the Exchange Transaction discussed in Note 2, all such awards immediately vested. A summary of restricted stock activity during 2021 is presented below: Restricted Stock Performance-Based Restricted Stock Restricted Stock Units Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Unvested outstanding beginning of year 445,472 $ 3.48 686,005 $ 3.77 388,908 $ 1.62 Granted 799,500 $ 3.55 675,532 $ 3.09 327,188 $ 5.05 Vested ( 295,993 ) $ 3.20 ( 598,536 ) $ 4.66 ( 490,866 ) $ 2.34 Cancelled or forfeited — $ — ( 20,737 ) $ 4.89 ( 15,487 ) $ 5.04 Unvested outstanding end of year 948,979 $ 2.78 742,264 $ 2.67 209,743 $ 5.04 F-30 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 11. Stockholders’ Equity (continued) Restricted Stock 2021 2020 2019 Shares of restricted stock granted 799,500 40,479 371,743 Total fair value of restricted stock granted $ 2,183,000 $ 87,000 $ 1,223,000 Weighted-average fair value per restricted stock granted during year $ 3.55 $ 2.15 $ 3.29 Stock-based compensation expense - Cost of sales $ 107,000 $ 62,000 $ 255,000 Stock-based compensation expense - SG&A $ 1,645,000 $ 1,078,000 $ 1,263,000 Income tax benefit $ ( 430,000 ) $ ( 279,000 ) $ ( 374,000 ) Total weighted-average remaining vesting period in years 1.84 1.61 2.18 Total fair value of restricted stock vested during the year $ 2,729,000 $ 578,000 $ 1,917,000 Performance-Based Restricted Stock 2021 (1) 2020 (1) 2019 (1) Shares of PBRS granted 675,532 398,134 287,871 Total fair value of PBRS granted $ 2,480,000 $ 980,000 $ 1,608,000 Weighted-average fair value per PBRS granted during year $ 3.09 $ 2.46 $ 5.59 Stock-based compensation expense - Cost of sales $ 103,000 $ — $ 53,000 Stock-based compensation expense - SG&A $ 2,938,000 $ 218,000 $ 290,000 Income tax benefit $ ( 747,000 ) $ ( 53,000 ) $ ( 84,000 ) Total weighted-average remaining vesting period in years 1.56 1.57 1.85 Total fair value of PBRS vested during the year $ 6,671,000 $ — $ — Restricted Stock Units 2021 2020 2019 Shares of RSU granted 327,188 301,361 41,383 Total fair value of RSU granted $ 1,653,000 $ 255,000 $ 187,000 Weighted-average fair value per RSU granted during year $ 5.05 $ 0.85 $ 4.53 Stock-based compensation expense - Cost of sales $ 161,000 $ — $ 53,000 Stock-based compensation expense - SG&A $ 562,000 $ 255,000 $ 187,000 Income tax benefit $ ( 178,000 ) $ ( 63,000 ) $ ( 46,000 ) Total weighted-average remaining vesting period in years 2.42 0.48 1.57 Total fair value of RSU vested during the year $ 2,209,000 $ 16,000 $ 41,000 (1) Upon the CoC event associated with the Exchange Transaction during 2021, such PBRS is subject only to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Plan. Stock Options – No stock options have been granted under the 2016 Plan during the three years presented below. As it relates to stock options granted under the 2008 plan, the exercise price of the outstanding options granted were equal to the market value of our common stock at the date of grant and vested at the end of each one-year period at the rate of 16.5 % per year for the first five years and the remaining unvested options vested at the end of the sixth year . The fair value for of the stock options granted under the 2008 Plan were estimated, using an option pricing model, as of the date of the grant, which date was also the service inception date. A summary of stock option activity in 2021 is presented below: 2021 Shares Weighted-Average Exercise Price Outstanding at beginning of year 158,600 $ 26.04 Granted — $ — Exercised — $ — Forfeited or expired ( 145,600 ) $ 26.07 Outstanding at end of year 13,000 $ 25.66 Exercisable at end of year 13,000 $ 25.66 F-31 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 11. Stockholders’ Equity (continued) 2021 2020 2019 Stock-based compensation expense - Cost of sales $ — $ 106,000 $ 122,000 Stock-based compensation expense - SG&A $ — $ 42,000 $ 50,000 Income tax benefit $ — $ ( 36,000 ) $ ( 42,000 ) Total intrinsic value of options exercised during the year $ — $ — $ — Total fair value of options vested during the year $ — $ — $ — Total intrinsic value of options outstanding at end of year $ — $ — $ — Total intrinsic value of options exercisable at end of year $ — $ — $ — Total weighted-average remaining vesting period in years — — 0.49 Total weighted-average remaining contractual life period in years (options outstanding) 2.92 2.64 3.61 Total weighted-average remaining contractual life period in years (options exercisable) 2.92 2.64 3.47 Stock-based Compensation Expense Not Yet Recognized – At December 31, 2021, the total stock-based compensation expense not yet recognized is $ 4,079,000 , relating to all forms of non-vested equity awards, which we will be amortizing (subject to adjustments for actual forfeitures) through the respective remaining vesting periods through June 2024 . Reserved Shares of Common Stock – As of December 31, 2021, we have reserved 0.2 million shares of common stock issuable upon vesting of equity awards pursuant to their respective terms. NOL Rights Agreement - On July 6, 2020, we entered into the Section 382 Rights Agreement (the “NOL Rights Agreement”), dated as of July 6, 2020, between LSB and Computershare Trust Company, N.A., as rights agent. During 2021, the NOL Rights Agreement was ratified by our shareholders at our annual meeting of shareholders held on May 14, 2021. The purpose of the NOL Rights Agreement is to facilitate our ability to preserve our NOLs and other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. Our ability to use these NOLs and other tax attributes would be substantially limited if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain 5% shareholders, as defined in Section 382 of the Code, increases by more than 50% points over a rolling three-year period. The NOL Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person (as defined in the NOL Rights Agreement) or group of affiliated or associated persons (“Group”) from acquiring beneficial ownership of 4.9 % or more of our outstanding common shares. The rights issued under the NOL Rights Agreement will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of our 2021 annual meeting of stockholders, or other duly held stockholders’ meeting, (ii) the date on which our Board determines in its sole discretion that (x) the NOL Rights Agreement is no longer necessary for the preservation of material valuable NOLs or tax attributes or (y) the NOLs and tax attributes have been fully utilized and may no longer be carried forward and (iii) the close of business on July 6, 2023. Our Board may, in its discretion, determine that a person, entity or a certain transaction is exempt from the operation of the NOL Rights Agreement or amend the terms of the rights. This summary description of the NOL Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement filed as an exhibit to our Current Report on Form 8-K filed on July 6, 2020. 12. Non-Redeemable Preferred Stock In 2021, certain of the Golsen Holders who held all of the outstanding shares of Series B 12 % Cumulative, Convertible Preferred Stock, par value $ 100 (“ Series B Preferred”) and Series D 6 % Cumulative, Convertible Class C Preferred Stock, no par value (“ Series D Preferred”) provided notice to convert all of their shares of Series B Preferred and Series D Preferred into approximately 1.2 million shares of our common stock, pursuant to the terms of these securities. Pursuant to the terms of these securities, our Board declared and we paid the accumulated dividends totaling approximately $ 1.9 million on the Series B and Series D Preferred. As a result, no shares of the Series B Preferred and Series D Preferred remain outstanding. See further discussion concerning the Series B and Series D Preferred in Note 1 4. Other – At December 31, 2021, we are authorized to issue an additional 250,000 shares of $ 100 par value preferred stock and an additional 5,000,000 shares of no-par value preferred stock. Upon issuance, our Board will determine the specific terms and conditions of such preferred stock. F-32 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 13. Executive Benefit Agreement, Employee Savings Plans and Collective Bargaining Agreements We are party to a death benefit agreement (“2005 Agreement”) with Jack E. Golsen (“J. Golsen”), who retired as discussed in Note 14-Related Party Transactions. The 2005 Agreement provides that, upon J. Golsen’s death, we will pay to the designated beneficiary, a lump-sum payment of $ 2,500,000 to be funded from the net proceeds received by us under certain life insurance policies on his life that are owned by us. We are obligated to keep in existence life insurance policies with a total face amount of no less than $ 2,500,000 of the stated death benefit. The following table includes information about this agreement: December 31, 2021 2020 (In Thousands) Total undiscounted death benefit $ 2,500 $ 2,500 Total accrued death benefit $ 2,514 $ 2,539 The accrued executive benefit under the 2005 Agreement is included in noncurrent accrued and other liabilities. We accrue for such liabilities when they become probable and discount the liabilities to their present value. To assist us in funding the 2005 Agreement and for other business reasons, we purchased life insurance policies on various individuals in which we are the beneficiary. Some of these life insurance policies have cash surrender values that we have borrowed against. The net cash surrender values of these policies are included in other assets. The following table summarizes certain information about these life insurance policies. December 31, 2021 2020 (In Thousands) Total face value of life insurance policies $ 4,500 $ 4,500 Total cash surrender values of life insurance policies $ 1,863 $ 1,796 Loans on cash surrender values ( 1,642 ) ( 1,703 ) Net cash surrender values $ 221 $ 93 2021 2020 2019 (In Thousands) Cost of life insurance premiums $ 215 $ 215 $ 215 Increase in cash surrender values ( 69 ) ( 69 ) ( 70 ) Net cost of life insurance premiums included in SG&A $ 146 $ 146 $ 145 Employee Savings Plans - We sponsor a savings plan under Section 401(k) of the Internal Revenue Code under which participation is available to substantially all full-time employees. Beginning in January 2019, we began matching 50 % of an employee’s contribution, up to 6 %, for substantially all full-time employees. Prior to 2019, we did not contribute to this plan except for certain employees. For 2021, 2020 and 2019, the amounts contributed to this plan were $ 986,000 , $ 1,022,000 , and $ 997,000 , respectively. Collective Bargaining Agreements - As of December 31, 2021, we employed 545 persons, 180 of whom are represented by unions under agreements, including agreements being negotiated, that expire in July 2022 through July 2024 . 14. Related Party Transactions As discussed in Note 2, as the result of the stockholders’ approval, the closing of the Exchange Agreement occurred, and the Exchange Transaction was consummated on September 27, 2021. Pursuant to the terms of the Exchange Agreement, LSB Funding exchanged all of the shares of the Series E and Series F Redeemable Preferred for approximately 49.1 million shares of our common stock. F-33 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 14. Related Party Transactions (continued) After considering the Special Dividend, LSB Funding holds approximately 54.4 million shares of our outstanding common stock, or 60 % of our outstanding common stock. As discussed in Note 1, our Board declared the Special Dividend that was paid through the issuance of approximately 9.1 million shares of common stock in October 2021, which amount included approximately 1.2 million shares to LSB Funding and approximately 0.7 million shares to certain of the Golsen Holders. In addition, pursuant to the anti-dilution terms of the Series B and Series D Preferred, which shares were held by certain of the Golsen Holders, the conversion ratio of the Series B Preferred increased to 43.3333 to 1 from 33.3333 to 1 and the Series D Preferred increased to 0.325 to 1 from 0.25 to 1. See Note 12 for the discussion regarding the conversion of the Series B and Series D Preferred into our common stock and the payment of the accumulated dividends on these securities. As of December 31, 2021, we have three separate outstanding financing arrangements by an affiliate of LSB Funding as discussed in footnotes (C), (D) and (E) of Note 7. In addition, an affiliate of LSB Funding held $ 50 million of our Old Notes, which Old Notes were redeemed with the proceeds from the New Notes as discussed in footnote (B) of Note 7. An affiliate of LSB Funding holds $ 30 million of the New Notes. Pursuant to the terms of the Board Representation and Standstill Agreement, as amended, our Board includes two directors that are employees of affiliates of LSB Funding. During 2021, 2020 and 2019, we incurred director fees associated with these directors totaling approximately $ 0.3 million for each respective year. During 2021, 2020 and 2019, we incurred director fees associated with Barry H. Golsen totaling approximately $ 0.1 million for each respective year. As the result of J. Golsen informing the Board of his election to retire as Executive Chairman effective December 31, 2017 , we determined not to extend the employment agreement with J. Golsen beyond its then current term that expired on December 31, 2017 (the “Retirement Date”) and, in accordance with the terms his employment agreement, delivered a notice of non-renewal to J. Golsen. Following the Retirement Date, J. Golsen serves as Chairman Emeritus of our Board. During 2017, we entered into a transition agreement (the “Transition Agreement”) with J. Golsen that commenced on January 1, 2018 and ends upon the earlier of his death or a change in control as defined in the agreement. During the term, J. Golsen will receive an annual cash retainer of $ 480,000 and an additional monthly amount of $ 4,400 to cover certain expenses. In accordance with the terms of the Transition Agreement, we will also reimburse J. Golsen for his cost of certain medical insurance coverage until his death. Effective as of the Retirement Date, the severance agreement that was in force with J. Golsen was terminated. In consideration for his services, including as Chairman Emeritus, we will pay J. Golsen a one-time payment equal to $ 2,320,000 upon the consummation of a change in control, as defined in the agreement, should one occur prior to his death. 15. Supplemental Cash Flow Information The following provides additional information relating to cash flow activities: 2021 2020 2019 (In Thousands) Cash payments (refunds) for: Interest on long-term debt and other, net of capitalized interest $ 43,583 $ 45,730 $ 42,184 Income taxes, net $ ( 182 ) $ ( 312 ) $ ( 65 ) Noncash investing and financing activities: Accounts receivable, supplies, other assets, accounts payable and accrued liabilities associated with additions of property, plant and equipment $ 17,649 $ 16,286 $ 18,350 Extinguishment of PPP loan $ 10,000 $ — $ — Series E and Series F Redeemable Preferred and related dividends, accretion, and embedded derivative exchanged for common stock, net of related costs in accounts payable $ 306,690 $ 37,208 $ 32,724 Series B and Series D preferred converted into common stock $ 3,000 $ — $ — F-34 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 16. Net Sales D isaggregated Net Sales As discussed in Note 1, we primarily derive our revenues from the sales of various chemical products. The following table presents our net sales disaggregated by our principal markets, which disaggregation is consistent with other financial information utilized or provided outside of our consolidated financial statements: 2021 2020 2019 (In Thousands) Net sales: Agricultural products $ 264,502 $ 180,036 $ 187,641 Industrial products 234,496 133,024 139,643 Mining products 57,241 38,256 37,786 Total net sales $ 556,239 $ 351,316 $ 365,070 Other Information Although most of our contracts have an original expected duration of one year or less, for our contracts with a duration greater than one year at contract inception, the average remaining expected duration was approximately 18 months at December 31, 2021 . Liabilities associated with contracts with customers (contract liabilities) primarily relate to deferred revenue and customer deposits associated with cash payments received in advance from customers for volume shortfall charges and product shipments. We had approximately $ 1.6 million and $ 2.5 million of contract liabilities as of December 31, 2021 and 2020, respectively. During 2021, revenues of $ 2.5 million were recognized and included in the balance at the beginning of the period. At December 31, 2021, we have remaining performance obligations with certain customer contracts, excluding contracts with original durations of less than one year and contracts with variable consideration for which we have elected the practical expedient for consideration recognized in revenue as invoiced. The remaining performance obligations totals approximately $ 77 million, of which approximately 39 % of this amount relates to 2022 through 2024, approximately 29 % relates to 2025 through 2026, with the remainder thereafter. F-35 LSB Industries, Inc. Notes to Consolidated Financial Statements (continued) 17. Leases Information related to our leases are presented below: 2021 2020 2019 (Dollars In Thousands) Components of lease expense: Operating lease cost $ 9,998 $ 7,611 $ 7,270 Short-term lease cost 2,243 4,372 2,665 Other cost (1) 157 75 64 Total lease cost $ 12,398 $ 12,058 $ 9,999 Supplemental cash flow information related to leases: Operating cash flows from operating leases $ 10,290 $ 7,782 $ 7,677 Operating cash flows from finance leases 33 15 16 Financing cash flows from finance leases 92 45 61 Cash paid for amounts included in the measurement of lease liabilities $ 10,415 $ 7,842 $ 7,754 Right-of-use assets obtained in exchange for new operating lease liabilities $ 9,549 $ 17,064 $ 5,967 Other lease-related information: Weighted-average remaining lease term - operating leases (in years) 4.0 4.3 4.6 Weighted-average remaining lease term - finance leases (in years) 3.2 4.1 3.8 Weighted-average discount rate - operating leases 8.44 % 8.26 % 8.70 % Weighted-average discount rate - finance leases 8.69 % 8.65 % 8.94 % (1) Includes variable and finance lease costs. At December 31, 2021, future minimum operating lease payments due under ASC 842 are summarized by fiscal year in the table below: Operating Leases (In thousands) 2022 $ 9,692 2023 7,989 2024 6,298 2025 3,736 2026 2,543 Thereafter 2,000 Total lease payments 32,258 Less imputed interest ( 4,935 ) Present value of lease liabilities $ 27,323 As of December 31, 2021, we did not have any executed operating leases with lease terms greater than one year that have not yet commenced. F-36 LSB Industries, Inc. Supplementary Information Quarterly Financial Data (Unaudited) Summarized unaudited quarterly financial data for 2021 and 2020 are as follows. Three months ended March 31 June 30 September 30 December 31 (In Thousands, Except Per Share Amounts) 2021 Net sales $ 98,116 $ 140,696 $ 127,199 $ 190,228 Gross profit (1) $ 8,060 $ 35,008 $ 17,447 $ 78,464 Net income (loss) (1) (2) $ ( 13,279 ) $ 23,670 $ ( 8,928 ) $ 42,082 Net income (loss) attributable to common stockholders (A) $ ( 23,376 ) $ 12,646 $ ( 251,504 ) $ 42,009 Basic income (loss) per common share $ ( 0.63 ) $ 0.34 $ ( 6.39 ) $ 0.49 Diluted income (loss) per common share $ ( 0.63 ) $ 0.32 $ ( 6.39 ) $ 0.47 2020 Net sales $ 83,411 $ 105,033 $ 73,969 $ 88,903 Gross profit (loss) (1) $ 2,551 $ 19,021 $ ( 1,059 ) $ ( 3,465 ) Net loss (1) (2) $ ( 19,452 ) $ ( 365 ) $ ( 20,402 ) $ ( 21,692 ) Net loss attributable to common stockholders $ ( 28,338 ) $ ( 9,634 ) $ ( 29,874 ) $ ( 31,573 ) Basic and diluted loss per common share $ ( 0.77 ) $ ( 0.26 ) $ ( 0.81 ) $ ( 0.86 ) (A) See Notes 2 and 3 concerning a deemed dividend associated with the Exchange Transaction, which was consummated during the third quarter of 2021. F-37 LSB Industries, Inc. Supplementary Financial Data Quarterly Financial Data (Unaudited) ( 1 ) The following income (expense) items impacted gross profit (loss) and net income (loss): Three months ended March 31 June 30 September 30 December 31 (In Thousands) Turnaround expense: (A) 2021 $ ( 140 ) $ ( 707 ) $ ( 7,976 ) $ ( 1,130 ) 2020 $ — $ ( 11 ) $ ( 34 ) $ ( 31 ) Gain (loss) on natural gas forward contracts 2021 $ 2,706 $ — $ — $ — 2020 $ ( 714 ) $ 31 $ 513 $ ( 1,443 ) Compensation expense due to CoC event 2021 $ — $ — $ ( 1,221 ) $ — Recovery from settlements with certain vendors 2020 $ — $ 5,664 $ — $ — ( 2 ) The following income (expense) items impacted net income (loss): Legal fees associated with Leidos matter 2021 $ ( 886 ) $ ( 441 ) $ ( 271 ) $ ( 296 ) 2020 $ ( 3,287 ) $ ( 955 ) $ ( 901 ) $ ( 572 ) Compensation expense due to CoC event 2021 $ — $ — $ ( 3,786 ) $ — Gain (loss) on extinguishments of debt 2021 $ — $ 10,000 $ — $ ( 20,259 ) Interest expense associated with Global judgment 2021 $ ( 78 ) $ ( 79 ) $ ( 80 ) $ ( 80 ) 2020 $ ( 1,327 ) $ ( 79 ) $ ( 80 ) $ ( 80 ) Gain (loss) associated with embedded derivative 2021 $ ( 436 ) $ ( 716 ) $ ( 1,106 ) $ — 2020 $ 637 $ 120 $ ( 141 ) $ ( 561 ) Benefit (provision) for income taxes 2021 $ ( 42 ) $ 248 $ ( 19 ) $ 4,369 2020 $ 339 $ 1,299 $ 1,370 $ 1,741 (A) Turnaround expenses do not include the impact on operating results relating to lost absorption or reduced margins due to the associated plants being shut down . F-38 LSB Industries, Inc. Schedule II - Valuation and Qualifying Accounts Years ended December 31, 2021, 2020, and 2019 (In Thousands) Description (1) Balance at Beginning of Year Additions- Charges to (Recovery of) Costs and Expenses Deductions- Write- offs/Costs Incurred Balance at End of Year Accounts receivable - allowance for doubtful accounts: 2021 $ 378 $ 96 $ — $ 474 2020 $ 261 $ 141 $ 24 $ 378 2019 $ 351 $ 175 $ 265 $ 261 Deferred tax assets - valuation allowance: 2021 $ 64,655 $ ( 17,687 ) $ — $ 46,968 2020 $ 51,589 $ 13,471 $ 405 $ 64,655 2019 $ 45,626 $ 8,279 $ 2,316 $ 51,589 (1) Reduction in the consolidated balance sheet from the related assets to which the reserve applies. Other valuation and qualifying accounts are detailed in our notes to consolidated financial statements. F-39