LSB INDUSTRIES, INC.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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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.
Mar 31, 2026 · Filed Apr 30, 2026
Contents
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Information at March 31, 2026 is unaudited)
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In Thousands) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $20,641 | $19,511 |
| Short-term investments | 161,042 | 128,960 |
| Accounts receivable | 52,864 | 57,609 |
| Allowance for doubtful accounts | (363) | (401) |
| Accounts receivable, net | 52,501 | 57,208 |
| Inventories: | ||
| Finished goods | 20,906 | 16,705 |
| Raw materials | 2,334 | 1,605 |
| Total inventories | 23,240 | 18,310 |
| Supplies, prepaid items and other: | ||
| Prepaid insurance | 8,953 | 12,588 |
| Precious metals | 15,793 | 14,538 |
| Supplies | 34,080 | 33,399 |
| Other | 4,051 | 5,380 |
| Total supplies, prepaid items and other | 62,877 | 65,905 |
| Assets held for sale | 1,000 | 3,400 |
| Total current assets | 321,301 | 293,294 |
| Property, plant and equipment, net | 825,572 | 833,525 |
| Other assets: | ||
| Operating lease assets | 43,416 | 45,571 |
| Intangible and other assets, net | 1,068 | 1,149 |
| Total other assets | 44,484 | 46,720 |
| Total assets | $1,191,357 | $1,173,539 |
| Liabilities and Stockholders' Equity | ||
| Current liabilities: | ||
| Accounts payable | 62,465 | 64,514 |
| Short-term financing | 7,186 | 10,686 |
| Accrued and other liabilities | 34,143 | 29,551 |
| Current portion of long-term debt | 770 | 760 |
| Total current liabilities | 104,564 | 105,511 |
| Long-term debt, net | 440,433 | 440,295 |
| Noncurrent operating lease liabilities | 35,774 | 37,668 |
| Other noncurrent accrued and other liabilities | 535 | 535 |
| Deferred income taxes | 67,102 | 69,557 |
| 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 | 507,655 | 506,821 |
| Retained earnings | 251,960 | 232,275 |
| 768,732 | 748,213 | |
| Less treasury stock, at cost: | ||
| Common stock, 19.3 million shares (19.5 million shares at December 31, 2025) | 225,783 | 228,240 |
| Total stockholders' equity | 542,949 | 519,973 |
| Total liabilities and stockholders’ equity | $1,191,357 | $1,173,539 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands, Except Per Share Amounts) | ||
| Net sales | $169,487 | $143,432 |
| Cost of sales | 133,693 | 129,048 |
| Gross profit | 35,794 | 14,384 |
| Selling, general and administrative expense | 13,825 | 10,153 |
| Other income, net | (1,187) | (237) |
| Operating income | 23,156 | 4,468 |
| Interest expense, net | 7,117 | 8,064 |
| Non-operating other income, net | (1,516) | (1,673) |
| Income (loss) before income taxes | 17,555 | (1,923) |
| Benefit for income taxes | (2,130) | (283) |
| Net income (loss) | $19,685 | $(1,640) |
| Net income (loss) per common share: | ||
| Basic: | ||
| Net income (loss) | $0.27 | $(0.02) |
| Diluted: | ||
| Net income (loss) | $0.27 | $(0.02) |
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, 2025 | 91,168 | (19,505) | $9,117 | $506,821 | $232,275 | $(228,240) | $519,973 | ||||||
| Net income | 19,685 | 19,685 | |||||||||||
| Stock-based compensation | 4,788 | 4,788 | |||||||||||
| Vesting of equity compensation | 338 | (3,954) | 3,954 | — | |||||||||
| Shares withheld upon vesting of equity compensation | (152) | (1,497) | (1,497) | ||||||||||
| Balance at March 31, 2026 | 91,168 | (19,319) | $9,117 | $507,655 | $251,960 | $(225,783) | $542,949 | ||||||
| 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 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Cash flows from operating activities | ||
| Net income (loss) | $19,685 | $(1,640) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
| Deferred income taxes | (2,455) | (336) |
| Depreciation and amortization of property, plant and equipment | 20,919 | 20,152 |
| Stock-based compensation | 4,788 | 1,733 |
| Other | (1,215) | 159 |
| Cash provided (used) by changes in operating assets and liabilities: | ||
| Accounts receivable | 4,745 | (13,112) |
| Inventories | (4,322) | (338) |
| Prepaid insurance | 3,635 | 4,229 |
| Supplies, prepaid items and other | (1,846) | (1,552) |
| Accounts payable | 1,994 | (16,836) |
| Accrued interest | 6,470 | 7,208 |
| Customer deposits | 28 | 10,211 |
| Other assets and other liabilities | (629) | (3,042) |
| Net cash provided by operating activities | 51,797 | 6,836 |
| Cash flows from investing activities | ||
| Expenditures for property, plant and equipment | (16,976) | (20,867) |
| Proceeds from short-term investments | 73,819 | 64,561 |
| Purchases of short-term investments | (105,745) | (49,037) |
| Other investing activities | 3,422 | 72 |
| Net cash used by investing activities | (45,480) | (5,271) |
| Cash flows from financing activities | ||
| Payments on other long-term debt | — | (1,624) |
| Payments on short-term financing | (3,500) | (3,971) |
| Taxes paid on equity awards | (1,497) | (1,170) |
| Other financing activities | (190) | — |
| Net cash used by financing activities | (5,187) | (6,765) |
| Net increase (decrease) in cash and cash equivalents | 1,130 | (5,200) |
| Cash and cash equivalents at beginning of period | 19,511 | 20,230 |
| Cash and cash equivalents at end of period | $20,641 | $15,030 |
- 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 condensed consolidated 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, 2025 (our “2025 Form 10-K”), filed with the SEC on February 26, 2026. 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 months ended March 31, 2026 and 2025 and the Company’s financial position as of March 31, 2026.
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 (i) ammonia and urea ammonia nitrate (“UAN”) for agricultural applications, and (ii) 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.
Equity Awards –Equity award transactions with employees are measured based on the estimated fair value of the equity awards issued. For equity awards with only a service condition, the grant date fair value is based on the market price of our common stock and compensation is recognized so long as the service condition is met. For equity awards with simultaneous service, market and performance conditions, the grant date fair value is based on a Monte Carlo simulation, and compensation is recognized so long as the service condition is met and it is probable the performance condition will be achieved without regard to the outcome of the market condition. For equity awards with a service and market condition, the grant date fair value is based on a Monte Carlo simulation, and compensation cost is recognized so long as the service condition is met, without regard to the outcome of the market condition. 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.
On February 10, 2026, we entered into a side letter agreement (the “Side Letter”) with our Chief Executive Officer, Mark T. Behrman, which modifies all of Mr. Behrman’s outstanding equity awards to incorporate qualifying retirement provisions. Pursuant to the Side Letter, upon a qualifying retirement, all of Mr. Behrman’s outstanding time-based restricted stock units (“RSU”) will accelerate and vest in full. Additionally, all outstanding performance-based RSUs will accelerate and vest at the greater of (i) target or (ii) actual performance through the retirement date, as determined by our Compensation Committee of the Board of Directors. For the purposes of the Side Letter, a “qualifying retirement” is defined as a voluntary retirement occurring (i) on or after age 63 with at least five years of service, (ii) more than one year after the applicable grant date, and (iii) absence of any determination by us of grounds for termination for cause. All future equity awards granted to Mr. Behrman shall also include the same qualifying retirement provisions, unless otherwise agreed in writing by us and Mr. Behrman.
Upon the execution of the Side Letter, Mr. Behrman met the criteria for a qualifying retirement with respect to his equity awards granted in 2024 and 2025. As a result of the shortened amount of time that Mr. Behrman would be required to serve in order to be eligible for vesting, we accelerated recognition of the remaining compensation cost associated with those grants in the amount of $3.1 million during the first quarter of 2026. The modification impacted the timing of expense recognition for the impacted awards by bringing it forward but did not increase total compensation cost.
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 months ended March 31, 2026, we recorded asset write-downs in the amount of $0.3 million. For thethree months ended March 31, 2025, we recorded asset write-downs in the amount of $0.1 million. These asset write-downs are included in “Other (income) expense, net” on our condensed consolidated statements of operations.
Assets Held For Sale– 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.
During the third quarter of 2025, we entered into purchase and sale agreements for the disposition of real estate and tangible property for two former agricultural retail locations that had ceased operations. We closed on the sale of the first location on October 20, 2025, and closed on the sale of the second location on February 2, 2026. The aggregate purchase price for the real estate and tangible personal property at both locations was approximately $4.2 million.
In December 2025, we received an offer with respect to another parcel of land we own, for which we are currently negotiating a purchase and sale agreement. As the offer price was less than the carrying value of the land at the time, we recorded an impairment of $1.5 million on the parcel of land.
Assets classified as held for sale on the condensed consolidated balance sheet as of March 31, 2026, reflect the net book value of the parcel of land for which a sale is pending.
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 income, net” in our condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, sublease income was not material.
As of March 31, 2026, we had an executed operating lease for railcars with a lease that has not yet commenced. The lease has a term greater than one year, with aggregate lease payments of approximately $10.2 million.
Recently Adopted Accounting Pronouncements
ASU 2025-05 -In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets(“ASU 2025-05”). The amendments in this ASU provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from our sales transactions. The practical expedient permits us to assume current conditions as of the balance sheet date that do not change for the remaining life of the current accounts receivable and current contract assets. Public business entities are not permitted to elect the optional accounting policy to consider subsequent cash collections. We adopted ASU 2025‑05 on January 1, 2026, on a prospective basis. The adoption did not have a material impact on our condensed consolidated financial statements. No changes were made to our credit‑loss estimation methodologies.
Recently Issued Accounting Pronouncements
ASU 2024-03 -In November 2024, the FASB issued Accounting Standards Update (“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 we are currently evaluating the effect of adopting this ASU on the disclosures in our financial statements, we do not expect this ASU to impact our financial condition and results of operations.
ASU 2025-11 -In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for us beginning in the fiscal year ending December 31, 2027, including interim periods within those fiscal years. While we are currently evaluating the effect of adopting this ASU on the disclosures in our financial statements, we do not expect this ASU to impact our financial condition and results of operations.
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, 2026 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 Income (Loss) per Common Share
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands, Except Per Share Amounts) | ||
| Numerator: | ||
| Net income (loss) | $19,685 | $(1,640) |
| Numerator for basic and diluted net income (loss) per common share | $19,685 | $(1,640) |
| Denominator: | ||
| Denominator for basic net income (loss) per common share - adjusted weighted-average shares | 72,077 | 71,837 |
| Effect of dilutive securities: | ||
| Unvested restricted stock and stock units | 988 | — |
| Dilutive potential common shares | 988 | — |
| Denominator for diluted net income (loss) per common share - adjusted weighted-average shares | 73,065 | 71,837 |
| Basic net income (loss) per common share | $0.27 | $(0.02) |
| Diluted net income (loss) per common share | $0.27 | $(0.02) |
The following securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Restricted stock and stock units | 263,446 | 2,030,647 |
| 263,446 | 2,030,647 | |
- Accrued and Other Liabilities
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In Thousands) | ||
| Accrued interest | $12,563 | $5,711 |
| Current portion of operating lease liabilities | 7,716 | 7,976 |
| Accrued payroll and benefits | 6,980 | 9,896 |
| Other | 7,419 | 6,503 |
| 34,678 | 30,086 | |
| Less noncurrent portion | 535 | 535 |
| Current portion of accrued and other liabilities | $34,143 | $29,551 |
- Long-Term Debt
Our long-term debt consists of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In Thousands) | ||
| Revolving Credit Facility (A) | $— | $— |
| Senior Secured Notes due 2028, with an interest rate of 6.25% (B) | 438,580 | 438,580 |
| Finance Leases (C) | 6,046 | 6,233 |
| Unamortized debt issuance costs (1) | (3,423) | (3,758) |
| 441,203 | 441,055 | |
| Less current portion of long-term debt | 770 | 760 |
| Long-term debt due after one year, net | $440,433 | $440,295 |
(1)
Debt issuance costs as of March 31, 2026 and December 31, 2025 of approxima tely $0.4 million and $0.5 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, 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 March 31, 2026, our Revolving Credit Facility was undrawn and had approximately $59 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 our option, 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 March 31, 2026.
(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. We didnot repurchase any of our Senior Secured Notes during the three months ended March 31, 2026 or 2025.
(C)
Finance leases consist primarily of leases on railcars.
- Commitments and Contingencies
Outstanding Natural Gas Purchase Commitments – Certain of our natural gas contracts qualify for the NPNS exception under U.S. GAAP and thus are not financial instruments for which we mark-to-market. At March 31, 2026, these contracts incl uded volume purchase commitments with fixed prices of approximately 0.7 million MMBtus of natural gas that cover a period from April 2026 through June 2026. The weighted-average fixed price of the natural gas covered by these contracts was $2.84 per MMBtu, for a total of $1.9 million. Based on market prices at March 31, 2026, the weighted-average price of the fixed contracts was $2.64 per MMBtu, for a total of $1.7 million. From time to time, when we exceed the funding threshold in our natural gas purchase commitments, we are required to fund cash collateral to our counterparty. As of March 31, 2026, we had no counterparty cash collateral funding requirements.
Legal Matters -The 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 March 31, 2026, ouraccrued liabilities for environmental matters totaled approximately $0.4 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 United States 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 amount was not material and was paid in the third quarter of 2025.
- 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”) agreed in writing, within certain limitations, to pay and has been payingone-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 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.
B. Other Pending, Threatened or Settled Litigation
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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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.
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Carrying | Estimated | Carrying | Estimated | |
| Amount | Fair Value | Amount | Fair Value | |
| (In Millions) | ||||
| Senior Secured Notes (1) | $439 | $435 | $439 | $436 |
| Short-Term Investments | $161 | $161 | $129 | $129 |
(1)
Based on a quoted priceof 99.2 at March 31, 2026 and 99.5 at December 31, 2025. Also see discussion in Note 4 (B).
- Income Taxes
Benefit for income taxes is as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Current: | ||
| Federal | $— | $— |
| State | 325 | 53 |
| Total Current | $325 | $53 |
| Deferred: | ||
| Federal | $3,998 | $(208) |
| State | (6,453) | (128) |
| Total Deferred | $(2,455) | $(336) |
| Benefit for income taxes | $(2,130) | $(283) |
The income tax benefit for the three months ended March 31, 2026, was $2.1 million (12.1 % benefit on pre-tax income). The income tax benefit for the three months ended March 31, 2025, was $0.3 million (14.7% benefit on pre-tax loss). For 2026, the effective tax rate was lower than the statutory tax rate primarily due to the release of state valuation allowances described below, partially offset by nondeductible compensation expense. For 2025, the effective tax rate was lower than the statutory tax rate primarily due to change in valuation allowance and nondeductible compensation, partially offset by state taxes.
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.
Duringthe first quarter of 2026, our results of operations and expected results for the remainder of 2026 and future years significantly improved compared to our prior year-end forecast, primarily due to a favorable shift in pricing conditions across our product portfolio resulting from global supply constraints. This improvement supported the inclusion of future taxable income in our quarterly analysis ofthe four sources of taxable income and represented a change in the weight of positive evidence relative to the negative evidence that had existed at year-end. As a result of this change, we recognized a discrete income tax benefit of $6.2 million during the first quarter of 2026, representing the release of a portion of our beginning-of-year state valuation allowances. Our remaining state valuation allowance of $7.7 million relates to net operating loss carryforwards and interest expense limitation carryforwards in certain states.
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 condensed 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 2022-2025 years remain open for all purposes of examination by the U.S. Internal Revenue Service and other major tax jurisdictions. Additionally, the 2015-2020 years remain subject to examination for determining the amount of net operating loss and other carryforwards.
- 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 condensed consolidated financial statements:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Net sales: | ||
| AN & Nitric Acid | $75,347 | $57,618 |
| Urea ammonium nitrate (UAN) | 49,171 | 43,865 |
| Ammonia | 36,814 | 33,272 |
| Other | 8,155 | 8,677 |
| Total net sales | $169,487 | $143,432 |
Other Information
For our contracts with a duration greater than one year at contract inception, the average remaining expected duration was approximately 36 months at March 31, 2026.
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.
Our contract liabilities were minimal as of March 31, 2026 and December 31, 2025. For the three months ended March 31, 2026 and 2025, deferred revenues recognized were minimal which were included in the balances as of December 31, 2025 and 2024. 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 March 31, 2026, we had 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 March 31, 2026, the remaining performance obligations totaled approximately $156.2 million, of which approximately 68% relates to 2026 through 2028, approximately 19% relates to 2029 through 2030, with the remainder thereafter.
- Supplemental Cash Flow Information
The following provides additional information relating to cash flow activities:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Cash payments (refunds/reduction) for: | ||
| Interest on long-term debt and other | $288 | $465 |
| Capitalized interest | $(399) | $(284) |
| Income taxes, net | $(54) | $— |
| Noncash investing and financing activities: | ||
| Property, plant and equipment acquired and not yet paid at end of period | $20,306 | $18,891 |
- 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 2025 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 March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Net sales | $169,487 | $143,432 |
| Less: | ||
| Cost of sales excluding depreciation, amortization and turnaround expense | 108,952 | 106,990 |
| Depreciation and amortization | 20,847 | 20,063 |
| Turnaround expense | 3,894 | 1,995 |
| Total cost of sales | 133,693 | 129,048 |
| Selling, general and administrative | ||
| Wages and benefits | 10,335 | 6,219 |
| Other selling general and administrative | 3,490 | 3,934 |
| Total selling general and administrative | 13,825 | 10,153 |
| Interest expense | 7,117 | 8,064 |
| (Gain) loss from asset write-down and disposals | (1,061) | 71 |
| Income tax benefit | (2,130) | (283) |
| Other segment (income) expense, net (a) | (1,642) | (1,981) |
| Segment net income (loss) | 19,685 | (1,640) |
| Reconciliation of profit or loss | ||
| Adjustments and reconciling items | — | — |
| Consolidated net income (loss) | $19,685 | $(1,640) |
(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.
- Subsequent Events
Partial Settlement of Global Industrial Matter and Related Claims
As previously disclosed, since 2016, the Company has been involved in litigation with respect to engineering and procurement contracts related to the construction of the ammonia plant at the El Dorado Facility. On April 2, 2026, the Company, certain of the Company’s wholly owned subsidiaries, and Benham Constructors, LLC (f/k/a Leidos Constructors, LLC, f/k/a SAIC Constructors, LLC) (“Benham”) entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”), effective March 26, 2026 (“Settlement Effective Date”), to settle certain claims asserted in the following matters: Global Industrial, Inc. d/b/a Global Turnaround (Plaintiff) v. Benham Constructors, LLC, et al (Defendants), and LSB Industries, Inc. et al. (Cross-Claimants and Counter Cross-Defendants) v. Benham Constructors, LLC, et al. (Cross-Defendants and Counter Cross-Claimants), Union County Circuit Court, Civil Division, Case No. 70CV-16-76 (collectively, the “Action”).
Pursuant to the terms of the Settlement Agreement, Benham agreed to pay the Company approximately $20.9 million within 60 days of the Settlement Effective Date. Subject to the terms of the Settlement Agreement, the Company and Benham agreed to dismiss their respective claims in the Action against each other, with prejudice. In addition to the cash component, the dismissal allows us to reverse $2.9 million of payables related to this matter. The Settlement Agreement does not include any admission of liability by any party. The settlement is expected to be recorded in the second quarter of 2026 as a reduction in the carrying value of plant, property and equipment, which will reduce depreciation expense on a prospective basis.
The Settlement Agreement does not release or otherwise discharge any claims, rights or remedies the Company has, may have had or may have in the future against Leidos Inc. (f/k/a Science Applications International Corporation) or Leidos Engineering, LLC (“Leidos Engineering”), including its claims for fraud and breach of contract. The Company plans to continue its vigorous prosecution of its filed claims against Leidos Inc. and Leidos Engineering and continues to seek actual and punitive damages in excess of $300 million. The trial for the Company’s claims against Leidos Inc. and Leidos Engineering is scheduled to begin in October 2026. We can provide no assurance as to the ultimate outcome of the pending litigation.
Chief Executive Officer One-Time Retention Award
On April 24, 2026, the Compensation Committee of our Board of Directors approved a one-time retention grant of 706,880 time-based RSUs to Mr. Behrman, under our 2025 Long-Term Incentive Plan, pursuant to an RSU Award Agreement, dated April 24, 2026 (the “Award Agreement”). The Award Agreement is intended to further align Mr. Behrman’s interests with those of the Company’s stockholders and to incentivize his continued contribution to the Company’s growth. Each RSU represents the right to receive one share of the Company’s common stock (or a cash amount equal to its fair market value) upon vesting.
The RSUs are subject to cliff vesting and will vest and become payable on March 31, 2029, subject to Mr. Behrman’s continued service with the Company.
The Award Agreement provides for accelerated vesting of the RSUs upon certain events. In the event of a Qualifying Separation from Service (as defined in the Award Agreement to mean a termination by the Company without cause, including a non-renewal of Mr. Behrman’s employment agreement, or a resignation by Mr. Behrman for good reason), all RSUs will vest in full, provided that such Qualifying Separation from Service does not occur in connection with a change in control of the Company. All outstanding RSUs will be forfeited if a Qualifying Separation from Service occurs in connection with a change in control that triggers a lump sum payment to Mr. Behrman and other benefits pursuant to Section 10(e) of his employment agreement.
In the event of Mr. Behrman’s death or total and permanent disability occurring on or after a change in control, all outstanding RSUs will immediately vest. If such termination occurs prior to a change in control, a pro-rata portion of the RSUs will vest, calculated based on the number of days elapsed from the date of grant relative to the total vesting period, and the remaining RSUs will be forfeited.
Each RSU will be credited with dividend equivalents and such dividend equivalents will be distributed upon settlement of the related RSU and will be forfeited if the underlying RSU is forfeited.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.