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Stockholders' Equity
12 Months Ended
Dec. 31, 2021
Stockholders' Equity [Abstract]  
Stockholders' Equity 15. STOCKHOLDERS’ EQUITY Early Adoption of ASC 470-20 On January 1, 2021, the company early adopted the amended guidance in ASC 470-20, using the modified retrospective method of transition. The adoption of this guidance resulted in a $49.5 million decrease in additional paid-in capital, an $11.4 million increase in retained earnings and a $38.1 million increase in long-term debt, which included a $39.4 million increase in debt principal offset by a $1.3 million increase in debt issuance costs, resulting from amounts previously bifurcated to equity being reclassified to debt. Upon adoption of amended guidance in ASC 470-20, the company reversed the remaining deferred tax liability of $9.2 million associated to the equity portion of previously issued convertible debt. As the company had recorded a full valuation allowance against its deferred tax assets, the reversal of the $9.2 million deferred tax liability would require an increase to the existing valuation allowance by the same amount, which would normally be recorded through current income tax expense. However, because the change in the deferred tax liability is directly linked to the adoption of ASC 470-20, which is accounted for as a cumulative effect adjustment, the required increase to the valuation allowance is recorded as part of the cumulative adjustment to stockholders’ equity and has no effect on the income statement. Public Offerings of Common Stock On March 1, 2021, the company completed an offering of 8,751,500 shares of our common stock, par value $0.001 per share, in a public offering at a price of $23.00 per share (the “March Common Stock Offering”). The March Common Stock Offering resulted in net proceeds of $191.1 million, after deducting underwriting discounts and commissions and the company’s offering expenses. On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $0.001 per share, in a public offering at a price of $32.00 per share (the “August Common Stock Offering”). The August Common Stock Offering resulted in net proceeds of $164.9 million, after deducting underwriting discounts and commissions and the company’s offering expenses. Warrants During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to purchase shares of its common stock. The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date. Exercisable warrants are equity based and recorded as a reduction in additional paid-in capital. The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 2,275,000 are exercisable, treated as equity based awards and recorded as a reduction in additional paid-in capital. The remaining 275,000 warrants, of which 55,555 are exercisable as a result of achieving certain earn-out provisions and 219,445 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price. These warrants could potentially dilute basic earnings per share in future periods. The exercise price of the warrants is $22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 warrants and April 28, 2026 for 2,000,000 warrants. Convertible Note Exchange On May 18, 2021, the company closed on a privately negotiated exchange agreement with certain noteholders of the company’s 4.00% notes, pursuant to which the noteholders agreed to exchange $51.0 million in aggregate principal for 3,568,705 shares of the company’s common stock at an implied price of $26.80. Treasury Stock The company holds 8.2 million shares of its common stock at a cost of $91.6 million. Treasury stock is recorded at cost and reduces stockholders’ equity in the consolidated balance sheets. When shares are reissued, the company will use the weighted average cost method for determining the cost basis. The difference between the cost and the issuance price is added or deducted from additional paid-in capital. Share Repurchase Program The company’s board of directors authorized a share repurchase program of up to $200.0 million. Under the program, the company may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by its management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. The company repurchased 880,979 shares of common stock for approximately $11.5 million during 2020. The company did not repurchase any shares of common stock during 2021. Since inception, the company has repurchased 7,396,936 shares of common stock for approximately $92.8 million under the program. Dividends On June 18, 2019, the company announced that its board of directors decided to suspend its future quarterly cash dividend following the June 14, 2019 dividend payment, in order to retain and redirect cash flow to the company’s Project 24 operating expense equalization plan, the deployment of high-protein technology and its stock repurchase program. For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement provides for a quarterly distribution to be paid within 45 days after the end of the quarter, provided the partnership has sufficient available cash. Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner of the partnership plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter. On January 20, 2022, the board of directors of the general partner of the partnership declared a cash distribution of $0.44 per unit on outstanding common units. The distribution is payable on February 11, 2022, to unitholders of record at the close of business on February 4, 2022. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income are associated primarily with gains and losses on derivative financial instruments. Amounts reclassified from accumulated other comprehensive income are as follows (in thousands): Year Ended December 31, Statements of Operations 2021 2020 2019 ClassificationGains (losses) on cash flow hedges: Commodity derivatives$ (60,261) $ 5,538 $ - (1)Commodity derivatives 41,629 (2,115) - (2)Total gains (losses) on cash flow hedges from continuing operations (18,632) 3,423 - (3) Gains (losses) on cash flow hedges from discontinued operations, net of income taxes - - 38,795 (4) Income tax expense (benefit) (4,540) 857 - (5)Amounts reclassified from accumulated other comprehensive income (loss)$ (14,092) $ 2,566 $ 38,795 (1)Revenues(2)Costs of goods sold(3)Loss from continuing operations before income taxes and income from equity method investees(4)Net income from discontinued operations, net of income taxes(5)Income tax (expense) benefitAt December 31, 2021 and 2020, the company’s consolidated balance sheets reflected unrealized losses of $12.3 million and $2.2 million, net of tax, in accumulated other comprehensive loss, respectively.