LSB INDUSTRIES, INC.
For the period ended Jun 30, 2025. Filed Jul 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 30, 2025
Contents
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Information at June 30, 2025 is unaudited)
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In Thousands) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $5,614 | $20,230 |
| Short-term investments | 119,278 | 163,971 |
| Accounts receivable | 51,653 | 39,083 |
| Allowance for doubtful accounts | (364) | (323) |
| Accounts receivable, net | 51,289 | 38,760 |
| Inventories: | ||
| Finished goods | 22,635 | 22,382 |
| Raw materials | 1,812 | 2,519 |
| Total inventories | 24,447 | 24,901 |
| Supplies, prepaid items and other: | ||
| Prepaid insurance | 5,925 | 14,345 |
| Precious metals | 13,198 | 11,596 |
| Supplies | 32,834 | 31,995 |
| Other | 2,627 | 3,916 |
| Total supplies, prepaid items and other | 54,584 | 61,852 |
| Total current assets | 255,212 | 309,714 |
| Property, plant and equipment, net | 838,035 | 847,570 |
| Other assets: | ||
| Operating lease assets | 33,623 | 28,727 |
| Intangible and other assets, net | 1,213 | 1,177 |
| Total other assets | 34,836 | 29,904 |
| Total assets | $1,128,083 | $1,187,188 |
| Liabilities and Stockholders' Equity | ||
| Current liabilities: | ||
| Accounts payable | 59,577 | 83,498 |
| Short-term financing | 4,127 | 12,146 |
| Accrued and other liabilities | 26,555 | 30,874 |
| Current portion of long-term debt | 6,252 | 9,116 |
| Total current liabilities | 96,511 | 135,634 |
| Long-term debt, net | 446,370 | 476,163 |
| Noncurrent operating lease liabilities | 26,327 | 21,387 |
| Other noncurrent accrued and other liabilities | 456 | 456 |
| Deferred income taxes | 62,619 | 61,908 |
| Commitments and contingencies (Note 5) | ||
| Stockholders' equity: | ||
| Common stock, $.10 par value per share; 150 million shares authorized, 91.2 million shares issued | 9,117 | 9,117 |
| Capital in excess of par value | 503,496 | 504,578 |
| Retained earnings | 209,028 | 207,662 |
| 721,641 | 721,357 | |
| Less treasury stock, at cost: | ||
| Common stock, 19.2 million shares (19.5 million shares at December 31, 2024) | 225,841 | 229,717 |
| Total stockholders' equity | 495,800 | 491,640 |
| Total liabilities and stockholders’ equity | $1,128,083 | $1,187,188 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In Thousands, Except Per Share Amounts) | ||||
| Net sales | $151,296 | $140,073 | $294,728 | $278,277 |
| Cost of sales | 128,123 | 112,658 | 257,171 | 228,584 |
| Gross profit | 23,173 | 27,415 | 37,557 | 49,693 |
| Selling, general and administrative expense | 9,844 | 11,547 | 19,997 | 21,841 |
| Other expense, net | 2,836 | 1,465 | 2,599 | 2,189 |
| Operating income | 10,493 | 14,403 | 14,961 | 25,663 |
| Interest expense, net | 7,886 | 8,385 | 15,950 | 18,114 |
| Loss (gain) on extinguishment of debt | 59 | (1,879) | 59 | (3,013) |
| Non-operating other income, net | (1,542) | (2,908) | (3,215) | (6,469) |
| Income before income taxes | 4,090 | 10,805 | 2,167 | 17,031 |
| Provision for income taxes | 1,084 | 1,250 | 801 | 1,853 |
| Net income | $3,006 | $9,555 | $1,366 | $15,178 |
| Net income per common share: | ||||
| Basic: | ||||
| Net income | $0.04 | $0.13 | $0.02 | $0.21 |
| Diluted: | ||||
| Net income | $0.04 | $0.13 | $0.02 | $0.21 |
CONDENSED CONSOLIDATED STATE MENTS OF STOCKHOLDERS’ EQUITY
| CommonStockShares · TreasuryStock-Common Shares · CommonStock Par Value · Capital in Excess ofPar Value · Retained Earnings · TreasuryStock-Common · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In Thousands) | |||||||||||||
| Balance at December 31, 2024 | 91,168 | (19,528) | $9,117 | $504,578 | $207,662 | $(229,717) | $491,640 | ||||||
| Net (loss) | (1,640) | (1,640) | |||||||||||
| Stock-based compensation | 1,733 | 1,733 | |||||||||||
| Vesting of equity compensation | 369 | (4,344) | 4,344 | — | |||||||||
| Shares withheld upon vesting of equity compensation | (133) | (1,170) | (1,170) | ||||||||||
| Balance at March 31, 2025 | 91,168 | (19,292) | 9,117 | 501,967 | 206,022 | (226,543) | 490,563 | ||||||
| Net income | 3,006 | 3,006 | |||||||||||
| Stock-based compensation | 2,088 | 2,088 | |||||||||||
| Employee stock purchase plan | 22 | (105) | 262 | 157 | |||||||||
| Vesting of equity compensation | 39 | (454) | 453 | (1) | |||||||||
| Shares withheld upon vesting of equity compensation | (2) | (13) | (13) | ||||||||||
| Balance at June 30, 2025 | 91,168 | (19,233) | $9,117 | $503,496 | $209,028 | $(225,841) | $495,800 | ||||||
| Balance at December 31, 2023 | 91,168 | (18,051) | $9,117 | $501,026 | $227,015 | $(218,827) | $518,331 | ||||||
| Net income | 5,623 | 5,623 | |||||||||||
| Stock-based compensation | 1,394 | 1,394 | |||||||||||
| Purchase of common stock | (690) | (5,397) | (5,397) | ||||||||||
| Vesting of equity compensation | 109 | (1,323) | 1,323 | — | |||||||||
| Shares withheld upon vesting of equity compensation | (231) | (1,766) | (1,766) | ||||||||||
| Balance at March 31, 2024 | 91,168 | (18,863) | 9,117 | 501,097 | 232,638 | (224,667) | 518,185 | ||||||
| Net income | 9,555 | 9,555 | |||||||||||
| Stock-based compensation | 2,099 | 2,099 | |||||||||||
| Purchase of common stock | (802) | (6,734) | (6,734) | ||||||||||
| Shares issued restricted stock units and ESPP participants | 37 | (331) | 429 | 98 | |||||||||
| Vesting of equity compensation | 123 | (1,443) | 1,443 | — | |||||||||
| Shares withheld upon vesting of equity compensation | (42) | (410) | (410) | ||||||||||
| Balance at June 30, 2024 | 91,168 | (19,547) | $9,117 | $501,422 | $242,193 | $(229,939) | $522,793 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| (In Thousands) | ||
| Cash flows from operating activities | ||
| Net income | $1,366 | $15,178 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Deferred income taxes | 711 | 2,321 |
| Loss (gain) on extinguishment of debt | 59 | (3,013) |
| Depreciation and amortization of property, plant and equipment | 40,765 | 35,861 |
| Amortization of short-term investments | 409 | 5,630 |
| Stock-based compensation | 3,821 | 3,492 |
| Write-downs of property, plant and equipment | 2,599 | 2,943 |
| Other | 1,169 | 1,725 |
| Cash provided (used) by changes in operating assets and liabilities: | ||
| Accounts receivable | (12,564) | (1,531) |
| Inventories | 190 | 6,098 |
| Prepaid insurance | 8,420 | 8,693 |
| Supplies, prepaid items and other | (2,937) | (1,481) |
| Accounts payable | (16,194) | (5,587) |
| Accrued interest | (2,745) | (3,749) |
| Other assets and other liabilities | (68) | (1,091) |
| Net cash provided by operating activities | 25,001 | 65,489 |
| Cash flows from investing activities | ||
| Expenditures for property, plant and equipment | (39,347) | (33,047) |
| Proceeds from short-term investments | 154,565 | 236,493 |
| Purchases of short-term investments | (110,281) | (34,689) |
| Other investing activities | (111) | 29 |
| Net cash provided by investing activities | 4,826 | 168,786 |
| Cash flows from financing activities | ||
| Repurchases of 6.25% Senior Secured Notes | (32,076) | (92,216) |
| Payments on other long-term debt | (3,323) | (2,925) |
| Payments on short-term financing | (8,019) | (8,847) |
| Acquisition of treasury stock, net | 157 | (12,032) |
| Taxes paid on equity awards | (1,182) | (2,176) |
| Payments of debt-related costs | — | (777) |
| Net cash used by financing activities | (44,443) | (118,973) |
| Net (decrease) increase in cash and cash equivalents | (14,616) | 115,302 |
| Cash and cash equivalents at beginning of period | 20,230 | 101,032 |
| Cash and cash equivalents at end of period | $5,614 | $216,334 |
- Summary of Significant Accounting Policies
All references to “LSB Industries,” “LSB,” the “Company,” “we,” “us,” and “our” refer to LSB Industries, Inc. and its subsidiaries on a consolidated basis, except where the context makes clear that the reference is only to LSB Industries, Inc. itself and not its subsidiaries. The accompanying unaudited interim financial statements and notes of LSB have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been omitted. The accompanying unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Form 10-K”), filed with the SEC on February 27, 2025. The accompanying unaudited interim financial statements in this report reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s results of operations and cash flows for the three and six months ended June 30, 2025 and 2024 and the Company’s financial position as of June 30, 2025.
Basis of Consolidation – LSB Industries, Inc. and its subsidiaries are consolidated in the accompanying unaudited condensed consolidated interim financial statements. All intercompany accounts and transactions have been eliminated. Certain prior period amounts reported in our unaudited condensed consolidated interim 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 ammonium nitrate (“HDAN”) and urea ammonia nitrate (“UAN”) for agricultural applications, high purity and commercial grade ammonia, high purity ammonium nitrate, sulfuric acids, concentrated, blended and regular nitric acid, mixed nitrating acids, carbon dioxide, and industrial grade ammonium nitrate (“LDAN”) and ammonium nitrate (“AN”) solutions for industrial applications. We manufacture and distribute products infour 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.
Our customers include farmers, ranchers, fertilizer dealers and distributors primarily in the ranch land and grain production markets in the United States; industrial users of acids throughout the United States and parts of Canada; and explosives manufacturers in United States and other parts of North America.
Seasonality –These interim results are not necessarily indicative of results for a full year due, in part, to the seasonality of our sales of agricultural products and the timing of performing our major plant maintenance activities. Our selling seasons for agricultural products are primarily during the spring and fall planting seasons, which typically extend from March through June and from September through November.
Use of Estimates – The preparation of consolidated financial statements in conformity with U.S. 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.
Cash and Cash Equivalents – Investments, which consist of highly liquid investments with original maturities of three months or less, are considered cash equivalents.
Short-Term Investments– Investments, which consist of U.S. treasury securities with remaining maturity at the time of purchase greater than three months but less than 12 months, are considered short-term investments and are classified as Level 1 under the fair value hierarchy. These investments are classified as held to maturity, consistent with our intent to hold these investments to maturity. U.S. treasury bills with remaining maturity at the time of purchase of three months or less are included in cash and cash equivalents. Due to the nature of these investments as U.S. treasury securities, no impairment is anticipated. See “Note 6. Financial Instruments” for more information regarding our short-term investments.
Accounts Receivable–Substantially all of our accounts receivable consists of trade receivables from customers. We have recognized an appropriate allowance for estimated uncollectible accounts to reflect any estimate of expected credit losses. Our estimate is based on historical experience and periodic assessment, particularly on accounts that are past due (based upon the terms of the sale). Our periodic assessment is based on our best estimate of amounts that are not recoverable, which includes a present collectability review and forward-looking assessment, where applicable. We write off accounts receivable when we deem them uncollectible and record recoveries of accounts receivable previously written off when received.
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, our asset groups are reviewed for impairment on a facility-by-facility basis (such as the Cherokee, El Dorado or Pryor Facility) unless it is determined that the asset being evaluated will generate cash flows that are independent from the rest of the 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.
For the three and six months ended June 30, 2025, we recorded asset write-downs in the amount of $2.5 million and $2.6 million, respectively. For thethree and six months ended June 30, 2024, we recorded asset write-downs in the amount of $1.5 million and $2.9 million, respectively. These asset write-downs are included in “Other expense, net” on ourcondensed consolidated statements of operations.
Short-Term Financing – Our short-term financing represents the short-term note related to financing of our insurance premium, which is renewed annually.
Contingencies – Certain conditions may exist which may result in a loss, but which will only be resolved when future events occur. We 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 accrue for such contingent loss when such loss 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).
Derivatives, Hedges and Financial Instruments– In order to mitigate a portion of the commodity price risk associated with natural gas, which we utilize in our manufacturing process, we periodically enter into natural gas forward contracts or volume purchase commitments. Such contracts are required to be accounted for as derivatives under applicable accounting guidance unless they are eligible for and we elect the normal purchase normal sale (“NPNS”) exception. We are eligible for the NPNS exception when these contracts provide for the purchase of natural gas that will be delivered in quantities expected to be used over a reasonable period of time in the normal course of business and are documented as such. In the event that we have natural gas derivatives that we do not elect or do not qualify for the NPNS exception, we would account for such contracts as derivatives by recognizing them in the balance sheet at fair value with changes in fair value recognized in the statement of operations. Such derivatives are not designated as hedges for accounting purposes.
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.
Leases– We are the lessee in most of the lease arrangements we enter into. 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 represents 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 primarily relate to railcars. 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.
As a lessee, 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.
From time to time when we have excess freight capacity, we may sublease a portion of our railcars fleet on a short-term basis to other parties. The income from these subleases is recorded as a component of “Other expense, net” in our condensed consolidated statements of operations. For the three and six months ended June 30, 2025, sublease income was $0.1 million and $0.2 million, respectively. For thethree and six months ended June 30, 2024, sublease income was $0.1 million and $0.8 million, resp ectively.
As of June 30, 2025, we had an executed finance lease for railcars with lease terms greater than one year with aggregate lease payments of approximately $1.6 million which has not yet commenced.
Recently Issued Accounting Pronouncements
ASU 2023-06 -In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. These amendments should be applied prospectively. We are currently evaluating the timing and the effect of adoption of this ASU on our consolidated financial statements and related disclosures.
ASU 2023-09 - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This ASU will be effective for us on a prospective basis for annual periods beginning after December 15, 2024. We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures, with no impact to our financial condition and results of operations. We do not expect the impact of this update to be material, as the improvements are enhancements to existing disclosures in the financial statements.
ASU 2024-03 -In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. While this ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating the timing and effect of adopting this ASU.
Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB’s Accounting Standards Codification. We considered all ASUs issued and outstanding or that became effective since January 1, 2025 through the date of these financial statements and determined them not to be applicable or materially impact our financial statements other than those ASUs specifically addressed above.
- Net (Loss) Income per Common Share
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In Thousands, Except Per Share Amounts) | ||||
| Numerator: | ||||
| Net income | $3,006 | $9,555 | $1,366 | $15,178 |
| Numerator for basic and diluted net income per common share | $3,006 | $9,555 | $1,366 | $15,178 |
| Denominator: | ||||
| Denominator for basic net income per common share - adjusted weighted-average shares | 71,910 | 71,700 | 71,874 | 72,271 |
| Effect of dilutive securities: | ||||
| Unvested restricted stock and stock units | 236 | 330 | 263 | 331 |
| Dilutive potential common shares | 236 | 330 | 263 | 331 |
| Denominator for diluted net income per common share - adjusted weighted-average shares | 72,146 | 72,030 | 72,137 | 72,602 |
| Basic net income per common share | $0.04 | $0.13 | $0.02 | $0.21 |
| Diluted net income per common share | $0.04 | $0.13 | $0.02 | $0.21 |
The following securities were not included in the computation of diluted net (loss) income per common share as their effect would have been antidilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Restricted stock and stock units | 1,289,035 | 667,947 | 1,321,184 | 691,255 |
| Stock options | — | 13,000 | — | 13,000 |
| 1,289,035 | 680,947 | 1,321,184 | 704,255 | |
- Accrued and Other Liabilities
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In Thousands) | ||
| Accrued interest | $3,485 | $6,230 |
| Customer deposits | 142 | 1,107 |
| Current portion of operating lease liabilities | 7,365 | 7,406 |
| Accrued payroll and benefits | 9,378 | 10,217 |
| Other | 6,641 | 6,370 |
| 27,011 | 31,330 | |
| Less noncurrent portion | 456 | 456 |
| Current portion of accrued and other liabilities | $26,555 | $30,874 |
- Long-Term Debt
Our long-term debt consists of the following:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In Thousands) | ||
| Revolving Credit Facility (A) | $— | $— |
| Senior Secured Notes due 2028, with an interest rate of 6.25% (B) | 446,080 | 478,440 |
| Secured Financing due 2025, with an interest rate of 8.75% (C) | 5,512 | 8,516 |
| Finance Leases (D) | 5,536 | 3,895 |
| Unamortized debt issuance costs (1) | (4,506) | (5,572) |
| 452,622 | 485,279 | |
| Less current portion of long-term debt | 6,252 | 9,116 |
| Long-term debt due after one year, net | $446,370 | $476,163 |
(1)
Debt issuance costs as of June 30, 2025 and December 31, 2024 of approximately $0.6 million and $0.6 million, respectively, relating to our Revolving Credit Facility(defined below)are not included in Unamortized debt issuance costs. Such costs are included in our condensed consolidated balance sheet in “Intangible and other assets, net.”
(A)
The revolving credit facility pursuant to a credit agreement, dated December 21, 2023, between us and the lenders identified on the signature pages thereof and JPMorgan Chase Bank, N.A, as administrative agent (the “Revolving Credit Facility”) provides for borrowings up to an initial maximum of $75 million, with an option to increase the maximum by an additional $25 million (which amount is uncommitted). Availability under the Revolving Credit Facility is subject to a borrowing base and is also subject to an availability block of $7.5 million (which can be removed by us at our sole discretion, subject to the satisfaction of certain conditions) (the “Availability Block”). The Availability Block is applied against the $75 million maximum. The Revolving Credit Facility provides for a sub-facility for the issuance of letters of credit in an aggregate amount not to exceed $10 million, with the outstanding amount of any such letters of credit reducing availability for borrowings. As of June 30, 2025, our Revolving Credit Facility was undrawn and had approximately $46 million of availability, based on our eligible collateral.
The Revolving Credit Facility matures on December 21, 2028, subject to springing maturity to the date that is 90 days prior to the stated maturity date of our existing Senior Secured Notes (defined below), which is currently October 15, 2028 (unless such Senior Secured Notes have been repaid or redeemed in full prior thereto). Borrowings outstanding under the Revolving Credit Facility will bear interest at a rate per annum equal to, at the option of us, either (a) term Secured Overnight Financing Rate (“SOFR”) for a period of one month (with a fallback to the prime rate if such rate is unavailable), plus 0.10%, plus an applicable margin of 1.625% or (b) term SOFR for a period of one, three or six months (at our election), plus 0.10%, plus an applicable margin of 1.625%, in each case with a floor of 0.00%.
LSB Industries, Inc. and all of its subsidiaries (collectively, the “Borrowers”) are co-borrowers under the Revolving Credit Facility. Obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of our current assets, including accounts receivable and inventory, subject to certain exceptions.
The Revolving Credit Facility contains a financial covenant, which requires that, solely if we elect to remove the Availability Block, thenthe Borrowers must maintain a minimum fixed charge coverage ratio of not less than 1.00:1.00. The financial covenant, if triggered, is tested monthly. The financial covenant was not triggered as of June 30, 2025.
(B)
We previously issued at par an aggregate total of $700 million principal value of our Senior Secured Notes due 2028 (“Senior Secured Notes”). The Senior Secured Notes, which mature in October 2028, bear interest at a rate of 6.25% paid in arrears on May 15 and October 15 of each year. From time to time, we have engaged in open market repurchases to extinguish a portion of the outstanding balance.
During the three months ended June 30, 2025, we repurchased $32.4 million in principal amount of our Senior Secured Notes for approximately $32.1 million, which was accounted for asan extinguishment of debt. All such repurchases were made during the three months ended June 30, 2025. While the repurchases were at prices slightly below par value, including our write-off of the associated remaining portion of unamortized debt issuance costs, we recognized a loss on extinguishment of debt of approximately $0.1 million.
During the three months ended June 30, 2024, we repurchased $63.7 million in principal amount of our Senior Secured Notes for approximately $60.9 million, which was accounted for as an extinguishment of debt. Including our write-off of the associated remaining portion of unamortized debt issuance costs, we recognized a gain on extinguishment of debt of approximately $1.9 million.
During the six months ended June 30, 2024, we repurchased $96.6 million in principal amount of our Senior Secured Notes for approximately $92.2 million which was accounted for as an extinguishment of debt. Including our write-off of the associated remaining portion of unamortized debt issuance costs, we recognized a gain on extinguishment of debt approximately $3.0 million.
(C)
In August 2020, we entered into a $30 million secured financing arrangement with an affiliate of Eldridge Industries, L.L.C. (“Eldridge”). Principal and interest are payable in 60 equal monthly installments with a final balloon payment of approximately $5 million due in August 2025.
(D)
Finance leases consist primarily of leases on railcars.
- Commitments and Contingencies
Outstanding Natural Gas Purchase Commitments – Certain of our natural gas contracts qualify as normal purchases under U.S. GAAP and thus are not financial instruments for which we mark-to-market. At June 30, 2025, we did not have material volumes of natural gas under fixed price contracts.
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, we have incurred significant capital expenditures 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 June 30, 2025, ouraccrued liabilities for environmental matters totaled approximately $0.8 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.
- 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 (the “EPA”). These permits limit the type and volume of effluents that can be discharged and control the method of such discharge.
In 2017, the Company filed a Permit Renewal Application for its Non-Hazardous Injection Well Permit at the Pryor Facility. Although the Injection Well Permit expired in 2018, we continue to operate the injection well in accordance with an executed November 2023 Consent Order with the Oklahoma Department of Environmental Quality (“ODEQ”) that allows for the continued use of the injection well until a wastewater treatment process is designed, built and operational. The Company continues to work with the ODEQ under the terms of the Consent Order. We have identified and selected a wastewater treatment technology using biological processes that can and will treat the nitrogen-containing wastewater streams at our Pryor Facility. We are unable to estimate the costs related to the replacement of the disposal well at this time as we are in the early stages of design for the wastewater treatment process with a wastewater process design engineering firm. We have also commenced preliminary discussions with the ODEQ on permitting the treated wastewater discharges, but have not received any confirmation from the ODEQ on their preliminary acceptance of our treated wastewater stream.
In 2006, the Company entered into a Consent Administrative Order (“CAO”) that recognizes the presence of nitrate contamination in the shallow groundwater at our El Dorado Facility. The CAO required us 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 Arkansas Department of Environmental Quality (“ADEQ”) stated that the El Dorado Facility was meeting the requirements of the CAO and should continue semi-annual monitoring. A 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. In August 2023, the Company received a Notice of Violation (“NOV”) for wastewater discharges from our El Dorado Facility. We have been in discussions with the ADEQ about our response to the NOV. The ADEQ provided notice of the cash penalty amount related to the NOV, which was accrued as of June 30, 2025 and was not material.
- 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 payingone-halfof 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 periodic review with the KDHE. At this time there is no review scheduled.
The final remedy, including the EUC, the finalization of the cost estimates and any required financial assurances remains under discussion with the KDHE. 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.
We received a NOV for ten findings identified from an inspection conducted by the EPA Region IV at our Cherokee Facility in late 2022. We provided written responses to each finding in the inspection report issued in connection with such inspection and to the Notice of Potential Violations and held direct communications with the EPA related to the matter. A meeting was held with the EPA in January 2024 to discuss the NOV and our subsequent responsive actions. During the meeting, the EPA proposed two alternatives for the penalties related to the violations. We accepted one of the proposed alternatives, which included a cash fine that has been paid and an investment in a community project, for which we accrued an estimate as of December 31, 2023.
B. Other Pending, Threatened or Settled Litigation
In addition to the foregoing, we are also involved in various other claims and legal actions (including matters involving gain contingencies) in the ordinary course of our business. While it is possible that the actual claims results could differ from our estimates, after consultation with legal counsel, we believe that any such differences will not have a material effect on our business, financial condition, results of operations or cash flows.
- Financial Instruments
Natural Gas Contracts
Periodically, we enter into certain forward natural gas contracts or volume purchase commitments, which are derivatives. We utilize these natural gas contracts as economic hedges for risk management purposes but the contracts are not designated as hedging instruments. At June 30, 2025 and December 31, 2024, we hadno outstanding forward natural gas contracts or volume purchase commitments accounted for as derivatives. When present in the past, the valuations of the natural gas contracts were classified as a Level 2 fair value measurement.
Financial Instruments
At June 30, 2025 and December 31, 2024, we didnot have any financial instruments with fair values materially different from their carrying amounts (which excludes issuance costs, if applicable) except for our Senior Secured Notes. Fair value of our Senior Secured Notes is classified as a Level 2 fair value measurement while the treasury securities that comprise our cash equivalents and short-term investments are a Level 1 fair value measurement. 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.
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying | Estimated | Carrying | Estimated | |
| Amount | Fair Value | Amount | Fair Value | |
| (In Millions) | ||||
| Senior Secured Notes (1) | $446 | $441 | $478 | $461 |
| Short-Term Investments | $119 | $119 | $164 | $164 |
(1)
Based on a quoted price of 98.8 at June 30, 2025 and 96.4 at December 31, 2024. Also see discussion in Note 4 (B).
- Income Taxes
Provision for income taxes is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In Thousands) | ||||
| Current: | ||||
| Federal | $— | $— | $— | $— |
| State | 37 | (250) | 90 | (468) |
| Total Current | $37 | $(250) | $90 | $(468) |
| Deferred: | ||||
| Federal | $983 | $1,928 | $775 | $2,914 |
| State | 64 | (428) | (64) | (593) |
| Total Deferred | $1,047 | $1,500 | $711 | $2,321 |
| Provision for income taxes | $1,084 | $1,250 | $801 | $1,853 |
The tax provision for the six months ended June 30, 2025, was $0.8 million (37.0% provision on pre-tax income). The tax provision for the six months ended June 30, 2024 was $1.9 million (10.9% provision on pre-tax income). For 2025, the effective tax rate was higher than the statutory tax rate primarily due to nondeductible compensation expense and state taxes. For 2024, the effective tax rate was lower than the statutory tax rate primarily due to nondeductible compensation expense and state taxes including deferred benefits from state law changes.
We considered both positive and negative evidence in our determination of the need for valuation allowances for deferred tax assets. 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 financing activities and our quarterly results. Based on our analysis, we have determined that it is more-likely-than-not that all of our federal deferred tax assets and a portion of our state deferred tax assets will be utilized. We estimate an approximately$0.7 million increase in the related valuation allowance associated with these state deferred tax assets will be recorded during the year as part of the estimated annual effective tax rate applied to ordinary income.
We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a valuation allowance with respect to our deferred tax assets. Changes in positive and negative evidence, including differences between estimated and actual results, could result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial statements. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.
LSB Industries, Inc. and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the 2021-2024 years remain open for all purposes of examination by the U.S. Internal Revenue Service (“IRS”) and other major tax jurisdictions. Additionally, the 2013-2020 years remain subject to examination for determining the amount of net operating loss and other carryforwards.
On July 4, 2025, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and favorable changes to bonus depreciation, domestic research cost expensing, and the business interest limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are still evaluating its impact on our financial statements.
- Net Sales
Disaggregated Net Sales
We primarily derive our revenues from the sales of various chemical products. The Company’s net sales disaggregation is consistent with other financial information utilized or provided outside of our condensed consolidated financial statements. Accordingly, this approach is reflected in disaggregated net sales, mirroring how the Company manages its net sales by product through contracts with customers.
The following table presents our net sales disaggregated by our products, which disaggregation is consistent with other financial information utilized or provided outside of our consolidated financial statements:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In Thousands) | ||||
| Net sales: | ||||
| AN & Nitric Acid | $61,707 | $58,442 | $119,325 | $106,877 |
| Urea ammonium nitrate (UAN) | 52,262 | 42,808 | 96,127 | 84,000 |
| Ammonia | 26,830 | 28,448 | 60,102 | 67,978 |
| Other | 10,497 | 10,375 | 19,174 | 19,422 |
| Total net sales | $151,296 | $140,073 | $294,728 | $278,277 |
Other Information
For our contracts with a duration greater than one year at contract inception, the average remaining expected duration was approximately 31 months at June 30, 2025.
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 product shipments. We had approximately $0.2 million and $1.1 million of contract liabilities as of June 30, 2025 and December 31, 2024, respectively. For the three and six months ended June 30, 2025, revenues of $10.3 million and $1.1 million, respectively, were recognized and included in the balances as of March 31, 2025 and December 31, 2024. For the three and six months ended June 30, 2024, revenues of $2.3 million and $0.8 million, respectively, were recognized and included in the balances as of March 31, 2024 and December 31, 2023. Our contract assets consist of unconditional rights to payment from our customers, which are reflected as accounts receivable in our condensed consolidated balance sheets.
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. At June 30, 2025, we have remaining performance obligations with certain customer contracts, excluding contracts with original durations of less than one year and for service contracts for which we have elected the practical expedient for consideration recognized in revenue as invoiced. As of June 30, 2025, the remaining performance obligations totaled approximately $126.6 million, of which approximately 56% relates to 2025 through 2027, approximately 25% relates to 2028 through 2029, with the remainder thereafter.
- Related Party Transactions
As of June 30, 2025, we had one outstanding financing arrangement with an affiliate of Eldridge as discussed in footnote (C) of Note 4.
- Supplemental Cash Flow Information
The following provides additional information relating to cash flow activities:
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| (In Thousands) | ||
| Cash payments (refunds) for: | ||
| Interest on long-term debt and other, net of capitalized interest | $17,892 | $21,059 |
| Income taxes, net | $321 | $508 |
| Noncash investing and financing activities: | ||
| Property, plant and equipment acquired and not yet paid at end of period | $19,066 | $23,317 |
| Loss (gain) on extinguishment of debt | $59 | $(3,013) |
| Accounts payable associated with debt-related costs | $— | $94 |
- Segment
The Company is managed on a consolidated basis with asingle reportable segment, chemical manufacturing, which is not an aggregation of individual operating segments. There have been no changesin the basis of segmentation or in the basis of measurement of segment profit or loss since the filing of our 2024 Form 10-K. Information about reported segment revenue, measures of a segment’s profit or loss, significant segment expenses, and measure of a segment's assets:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In Thousands) | ||||
| Net sales | $151,296 | $140,073 | $294,728 | $278,277 |
| Less: | ||||
| Cost of sales excluding depreciation, amortization and turnaround expense | 104,867 | 90,465 | 211,857 | 188,382 |
| Depreciation and amortization | 20,617 | 18,754 | 40,680 | 35,848 |
| Turnaround expense | 2,639 | 3,439 | 4,634 | 4,354 |
| Total cost of sales | 128,123 | 112,658 | 257,171 | 228,584 |
| Selling, general and administrative | ||||
| Wages and benefits | 6,037 | 5,545 | 12,257 | 11,688 |
| Other selling general and administrative | 3,807 | 6,002 | 7,740 | 10,153 |
| Total selling general and administrative | 9,844 | 11,547 | 19,997 | 21,841 |
| Interest expense | 7,886 | 8,385 | 15,950 | 18,114 |
| Loss (gain) on extinguishments of debt | 59 | (1,879) | 59 | (3,013) |
| Loss from asset write-down and disposals | 2,528 | 1,489 | 2,599 | 2,943 |
| Income tax provision | 1,084 | 1,250 | 801 | 1,853 |
| Other segment items (a) | (1,234) | (2,932) | (3,215) | (7,223) |
| Segment net income | 3,006 | 9,555 | 1,366 | 15,178 |
| Reconciliation of profit or loss | ||||
| Adjustments and reconciling items | — | — | — | — |
| Consolidated net income | $3,006 | $9,555 | $1,366 | $15,178 |
(a) For the periods presented, amount consisted primarily of interest and sublease income.
The measure of our chemical manufacturing segment assets is reported on the condensed consolidated balance sheet as total assets. Expenditures for long-lived chemical manufacturing segment assets are reported on our condensed consolidated statement of cash flows.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.