LSB INDUSTRIES INC
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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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 as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for each of the three years in the period ended December 31, 2023 | F-4 |
| Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2023 | F-5 |
| Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(a) (2) Financial Statement Schedule
The Company has included the following schedule in this report:
| II - Valuation and Qualifying Accounts | F-29 |
|---|
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.
(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 Form 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 | 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 |
| 4.2 | Amended and Restated Section 382 Rights Agreement, dated as of August 22, 2023, between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent | Exhibit 4.1 to the Company’s Form 8-K filed August 25, 2023 |
| 4.3 | 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 |
| 4.4 | Indenture, dated as of October 14, 2021, 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 October 15, 2021 |
| 4.5 | Form of 6.250% Senior Secured Notes due 2028 (included in Exhibit 4.4). | Exhibit 4.2 to the Company’s Form 8-K filed October 15, 2021 |
| 4.6(a) | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.17(a) to the Company’s Form 10-K filed February 24, 2022 |
| 10.1* | LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 4.8 to the Company’s Form S-8 filed June 28, 2016 |
| 10.2* | 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 |
| 10.3* | 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 |
| 10.4* | 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 |
| 10.5* | 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 |
| 10.6* | 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 |
| 10.7* | 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 |
| 10.8* | 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 |
| 10.9* | 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 |
| 10.10* | 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 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.11* | 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 |
| 10.12 | 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 |
| 10.13 | 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 |
| 10.14 | 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 |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17 | 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, 2016CERTAIN 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. |
| 10.18 | 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. |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.19 | 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 |
| 10.20 | 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 |
| 10.21 | 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 |
| 10.22 | 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 |
| 10.23 | 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 |
| 10.24 | 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 |
| 10.25 | 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 |
| 10.26 | 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 |
| 10.27 | 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 |
| 10.28 | 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 |
| 10.29 | 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 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.30 | 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 |
| 10.31 | 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 |
| 10.32 | 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 |
| 10.33 | Consent and Fifth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of March 2, 2022, 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 March 3, 2022 |
| 10.34 | Sixth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 26, 2023, 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 10-Q filed on July 27, 2023 |
| 10.35 | 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 |
| 10.36 | 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 |
| 10.37 | Joinder Agreement to Intercreditor Agreement, dated as of December 21, 2023, by JPMorgan Chase Bank, N.A., as New ABL Agent, and acknowledged by Wells Fargo | Exhibit 10.3 to the Company’s Form 8-K filed December 26, 2023 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| Capital Finance, LLC, as Existing ABL Agent, Wilmington Trust, National Association, as Notes Agent, LSB Industries, Inc. and the subsidiary guarantors party thereto. | ||
| 10.38 | 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 |
| 10.39 | Credit Agreement, dated December 21, 2023, by and among LSB Industries, Inc., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent. | Exhibit 10.1 to the Company’s Form 8-K filed December 26, 2023 |
| 10.40 | Pledge and Security Agreement dated December 21, 2023, among LSB Industries, Inc., each of the other Guarantors and JPMorgan Chase Bank, N.A., as administrative agent for the secured parties. | Exhibit 10.2 to the Company’s Form 8-K filed December 26, 2023 |
| 10.41 | 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 |
| 10.42(a) | Joinder Agreement to Board Representation and Standstill Agreement, dated November 14, 2023, by and between LSB Industries, Inc. and TLB-LSB, LLC | |
| 10.43 | 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 |
| 10.44 | 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 |
| 10.45* | 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 |
| 10.46 | 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 |
| 10.47 | 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 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.48 | Amendment and Waiver to Board Representation and Standstill Agreement, dated as of September 27, 2021, by and among the Company, the Holder and the other parties thereto | Exhibit 10.1 to the Company’s Form 8-K filed September 27, 2021 |
| 10.49 | Securities Exchange Agreement, dated July 19, 2021, by and between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.1 to the Company’s Form 8-K filed July 19, 2021 |
| 10.50 | Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated September 22, 2021, as amended September 28, 2021, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.45 to the Company’s Form 10-K filed February 23, 2023 |
| 10.51 | Joinder Agreement to Intercreditor Agreement, dated as of October 14, 2021, by Wilmington Trust, National Association, as Notes Trustee, and acknowledged by Wilmington Trust, National Association, as Existing Notes Trustee, Wells Fargo Capital Finance, LLC, LSB Industries, Inc. and the subsidiary guarantors party thereto. | Exhibit 10.1 to the Company’s Form 8-K filed October 15, 2021 |
| 10.52 | Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated March 2, 2022, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.47 to the Company’s Form 10-K filed February 23, 2023 |
| 10.53 | Board Representation Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC, SBT Investors LLC and the other parties thereto | Exhibit 10.1 to the Company’s Form 8-K filed on August 15, 2022 |
| 10.54 | Rights Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC and SBT Investors LLC | Exhibit 10.2 to the Company’s Form 8-K filed on August 15, 2022 |
| 10.55(a) | Rights Letter Agreement, dated as of November 14, 2023, by and among the Company, LSB Funding LLC, SBT Investors LLC and TLB-LSB, LLC | |
| 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 Cheryl A. Maguire, Chief Financial Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302 | |
| 32.1(a) | Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 | |
| 32.2(a) | Certification of Cheryl A. Maguire, Chief Financial Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 | |
| 97.1(a) | Policy for Recoupment of Incentive Compensation | |
| 101.INS(a) | Inline XBRL Instance Document |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 101.SCH(a) | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document | |
| 104(a) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Executive Compensation Plan or Arrangement
(a)
Filed herewith
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 |
|---|---|---|
| March 6, 2024 | 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 |
|---|---|---|
| March 6, 2024 | Mark T. Behrman, President and Chief Executive Officer(Principal Executive Officer) and Director | |
| Dated: | By: | /s/ Cheryl A. Maguire |
| March 6, 2024 | Cheryl A. Maguire, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer Officer) | |
| Dated: | By: | /s/ Richard W. Roedel |
| March 6, 2024 | Richard W. Roedel, Chairman of the Board of Directors | |
| Dated: | By: | /s/ Jonathan S. Bobb |
| March 6, 2024 | Jonathan S. Bobb, Director | |
| Dated: | By: | /s/ Barry H. Golsen |
| March 6, 2024 | Barry H. Golsen, Director | |
| Dated: | By: | /s/ Kanna Kitamura |
| March 6, 2024 | Kanna Kitamura, Director | |
| Dated: | By: | /s/ Steven L. Packebush |
| March 6, 2024 | Steven L. Packebush, Director | |
| Dated: | By: | /s/ Diana M. Peninger |
| March 6, 2024 | Diana M. Peninger, Director | |
| Dated: | By: | /s/ Richard S. Sanders Jr. |
| March 6, 2024 | Richard S. Sanders Jr., Director | |
| Dated: | By: | /s/ Lynn F. White |
| March 6, 2024 | Lynn F. White, Director |
And Schedule for Inclusion in Form 10-K
For the Fiscal Year ended December 31, 2023
Table of Contents
| Page | |
| Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F–2 |
| Consolidated Balance Sheets | F–3 |
| Consolidated Statements of Operations | F–4 |
| Consolidated Statements of Stockholders’ Equity | F–5 |
| Consolidated Statements of Cash Flows | F–6 |
| Notes to Consolidated Financial Statements | F–7 |
| Financial Statement Schedule | |
| Schedule II – Valuation and Qualifying Accounts | F–29 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.