8-K
LSB INDUSTRIES, INC. (LXU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 2025
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7677 | 73-1015226 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma | 73116 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (405)
235-4546
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $.10 | LXU | New York Stock Exchange |
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On July 29, 2025, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the second quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As previously announced, on July 30, 2025, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), the Company will hold a conference call broadcast live over the Internet to discuss the financial results of the second quarter ended June 30, 2025.
The information contained in Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchanged Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference to this Item 2.02 in such filing.
| Item 9.01 | Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release issued by LSB Industries, Inc. dated July 29, 2025, titled “LSB Industries, Inc. Reports Operating Results for the 2025 Second Quarter. |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 29, 2025
| LSB INDUSTRIES, INC. | |
|---|---|
| By: | /s/ Cheryl A. Maguire |
| Name: | Cheryl A. Maguire |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
EX-99.1
Exhibit 99.1
LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS FOR THE 2025 SECOND QUARTER
OKLAHOMA CITY, Oklahoma—July 29, 2025—LSB Industries, Inc. (NYSE: LXU) (“LSB,” “we,” “us,” “our,” or the “Company”) today announced results for the second quarter ended June 30, 2025.
Second Quarter 2025 Results and Recent Highlights
- Net sales of $151.3 million compared to $140.1 million in the second quarter of 2024
- Net income of $3.0 million compared to a net income of $9.6 million in the second quarter of 2024
- Diluted EPS of $0.04 compared to $0.13 for the second quarter of 2024
- Adjusted EBITDA(1) of $38.3 million compared to $41.9 million in the second quarter of 2024
- Repurchased $32.4 million in principal amount of Senior Secured Notes during the second quarter of 2025
- Total cash, cash equivalents and short-term investments of approximately $124.9 million and total debt of $452.6 million as of June 30, 2025
- Zero recordable injuries for second quarter and first half of 2025
“We generated a 6% year-over-year increase in sales volumes during the second quarter,” stated Mark Behrman, LSB Industries' Chairman & Chief Executive Officer. "Our reliability and operational improvement measures enabled us to increase our ammonia production volume as compared to last year’s second quarter. As a result, we achieved healthy year-over-year growth in both production and sales volumes of higher margin upgraded products. We also saw stronger selling prices for UAN. Similar to the first quarter, however, we experienced materially higher natural gas prices relative to the prior year period when natural gas prices were at multi-year low levels. These higher gas input costs offset the higher selling prices and the operating improvements we made. We expect gas costs to be less of a year-over-year headwind in the third quarter.”
“Demand dynamics across our end markets are favorable as tight inventories and global supply disruptions have contributed to robust pricing, particularly for UAN, which is well above year-ago levels. On the industrial side of our business, our sales volumes have benefited from strong end market demand for nitric acid, as well as for ammonium nitrate, which is benefiting from a surge in U.S. copper mining activity.”
“Our low carbon project at our El Dorado facility remains on track to be operational by the end of 2026. The main gating item continues to be the approval of our Class VI permit application by the EPA. In June, our partner Lapis Low Carbon Solutions (“Lapis”) completed the drilling of a stratigraphic injection well at El Dorado. Lapis is using the well to gather data to support the EPA in their technical review of our application. Once the project receives EPA approval, we will use this same well for CO2 injections, enabling us to be efficient in completing the project and beginning the sequestration of CO2.”
“We further de-risked our balance sheet and reduced our future interest expense by repurchasing debt during the second quarter. We also continued to make investments in the reliability of our plants as well as in projects that we expect to enhance our financial performance and visibility in the coming quarters. We believe our
multi-pronged approach to capital allocation helps us maintain our financial flexibility while positioning us to maximize our profitability and cash flow, ultimately leading to increased shareholder value.”
- Adjusted EBITDA and EBITDA are non-GAAP financial measures. Please see the discussion below under the heading “Non-GAAP Reconciliations” and the reconciliations at the end of this release for additional information concerning these and other non-GAAP financial measures.
Market Outlook
Our industrial business remains consistent, reflecting:
Robust demand for nitric acid domestically with limited export exposure
Demand for ammonium nitrate (AN) for use in commercial mining explosives is robust across all commodities, particularly copper and gold
Demand for AN is also benefiting from quarrying/aggregate production for infrastructure upgrade and expansion
Our ammonia market is healthy and pricing remains at attractive levels driven by:
Well balanced distribution channel inventories
Supply disruptions from the Middle East
Higher cost of production in Europe
Continued delays in startup of new production capacity in the U.S.
UAN pricing has strengthened due to:
Steady exports, lower imports and strong demand, resulting in tight U.S. supply fundamentals
Updraft from strong urea market resulting from robust global demand
Corn market dynamics supportive of strong fertilizer demand:
USDA's recent outlook for U.S. corn calls for greater exports and lower ending stocks
Expectations for U.S. corn acres planted in Spring 2025 to be above historical average levels
Low Carbon Ammonia Project Summary
El Dorado Carbon Capture and Sequestration (CCS) Project with Lapis Carbon Solutions
Expect to capture and sequester between 400,000 and 500,000 metric tons of CO2 per year, which would reduce our Scope 1 emissions by 25%, yielding between 305,000 and 380,000 metric tons per year of low carbon ammonia
Awaiting EPA approval of Class VI permit application to commence construction
Completed stratigraphic well in June to provide data to support EPA in review of Class VI application
Expect to begin operations by the end of 2026
Second Quarter Results Overview
| Three Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||
| Product Sales | (In Thousands) | ||||||
| AN & Nitric Acid | $ | 61,707 | $ | 58,442 | 6 | % | |
| Urea ammonium nitrate (UAN) | 52,262 | 42,808 | 22 | % | |||
| Ammonia | 26,830 | 28,448 | (6 | )% | |||
| Other | 10,497 | 10,375 | 1 | % | |||
| Total net sales | $ | 151,296 | $ | 140,073 |
Comparison of Second Quarter of 2025 to 2024:
- Net sales increased during the second quarter of 2025 due to higher sales volumes of UAN and AN and higher pricing for UAN. Operating income was lower in the second quarter of 2025, compared to operating income for the second quarter of 2024 due largely to higher natural gas costs. Higher natural gas prices also contributed to the year-over-year decrease in adjusted EBITDA.
The following tables provide key sales metrics for our products:
| Three Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| Key Product Volumes (short tons sold) | 2025 | 2024 | % Change | ||||
| AN & Nitric Acid | 161,509 | 147,619 | 9 | % | |||
| Urea ammonium nitrate (UAN) | 151,807 | 137,499 | 10 | % | |||
| Ammonia | 66,069 | 72,294 | (9 | )% | |||
| 379,385 | 357,412 | 6 | % | ||||
| Average Selling Prices (price per short ton) (A) | |||||||
| --- | --- | --- | --- | --- | --- | --- | |
| AN & Nitric Acid | $ | 328 | $ | 337 | (3 | )% | |
| Urea ammonium nitrate (UAN) | $ | 308 | $ | 271 | 14 | % | |
| Ammonia | $ | 369 | $ | 368 | 0 | % |
(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons. Please see the discussion below under the heading “Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation” and the reconciliations at the end of this release for additional information concerning this financial measure.
| Three Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| Average Benchmark Prices (price per ton) | 2025 | 2024 | % Change | ||||
| Tampa Ammonia Benchmark | $ | 416 | $ | 440 | (5 | )% | |
| NOLA UAN | $ | 344 | $ | 246 | 40 | % | |
| Three Months Ended June 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | % Change | |||||
| Input Costs | |||||||
| Average natural gas cost/MMBtu in cost of materials and other | $ | 3.50 | $ | 1.70 | 106 | % | |
| Average natural gas cost/MMBtu used in production | $ | 3.37 | $ | 1.92 | 76 | % |
Conference Call
LSB’s management will host a conference call on Wednesday, July 30, 2025 at 10:00 am ET / 9:00 am CT to discuss second quarter 2025 results and recent corporate developments. Participating in the call will be Chairman & Chief Executive Officer, Mark Behrman, Executive Vice President & Chief Financial Officer, Cheryl Maguire and Executive Vice President & Chief Commercial Officer, Damien Renwick. Interested parties may participate in the call by dialing (877) 407-6176 / (201) 689-8451. Please call in 10 minutes before the conference is scheduled to begin and ask for the LSB conference call.
A webcast of the call, along with a slide presentation that coincides with management’s prepared remarks, will be available in the Investors section of LSB’s website, at www.lsbindustries.com. The webcast can be found under Events & Presentations. If you are unable to listen to the live call, the conference call webcast will be archived on LSB’s website.
LSB Industries, Inc.
LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is committed to playing a leadership role in the production of low and no carbon products that build, feed and power the world. The LSB team is dedicated to building a culture of excellence in customer experiences as we currently deliver essential products across the agricultural, industrial, and mining end markets and, in the future, the energy markets. The company manufactures ammonia and ammonia-related products at facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma and operates a facility for a global chemical company in Baytown, Texas. Additional information about LSB can be found on our website at www.lsbindustries.com.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, include, but are not limited to, statements regarding: our business strategy; anticipated future operating results and operating expenses, cash flows, capital resources and liquidity; trends, opportunities and risks affecting our business, industry and financial results; our ability to successfully leverage our existing business platform and portfolio of assets to produce low carbon products and execute our strategy to become a leader in the energy transition in the chemical industry; the impact of trade policy on our business; the availability of raw materials; production volumes at our production facilities; and the anticipated cost and timing of our capital projects, including turnarounds. Forward-looking statements can generally be identified by words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “will,” “may,” “plan,” “potential,” “should,” “would,” and similar words or phrases, as well as by discussions of strategy, plans or intentions. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or actual achievements to differ materially from the results, level of activity, performance or anticipated achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties relate to, but are not limited to, business and market disruptions; market conditions and price volatility for our products and feedstocks; global and regional economic downturns that adversely affect the demand for our end-use products; disruptions in production at our manufacturing facilities; increased competitive pressures; our ability to fund the working capital and expansion of our businesses; recruiting and retaining skilled and qualified personnel; our ability to obtain necessary raw materials and purchased components; material increases in cost of raw materials; obtaining and maintaining necessary permits; and other financial, economic, competitive, environmental, political, legal and regulatory factors, including tariffs. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
| Company Contact:<br><br>Cheryl Maguire, Executive Vice President & CFO<br><br>(405) 510-3524<br><br><br><br>David Kimmel, Director of Communications<br><br>(405) 815-4645<br><br>dkimmel@lsbindustries.com |
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LSB Industries, Inc.
Consolidated Statements of Operations
(Unaudited)
| 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 |
LSB Industries, Inc.
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 |
LSB Industries, Inc.
Consolidated Balance Sheets (continued)
(Information at June 30, 2025 is unaudited)
| December 31, 2024 | |||
|---|---|---|---|
| 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 | |
| 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 |
All values are in US Dollars.
Non-GAAP Reconciliations
To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call.
EBITDA and Adjusted EBITDA Reconciliation
Management uses EBITDA and adjusted EBITDA as supplemental measures to review and assess the performance of our core business operations and for planning purposes. EBITDA is defined as net income (loss) plus interest expense and interest income, net, less gain on extinguishment of debt, plus depreciation and amortization (“D&A”) (which includes D&A of property, plant and equipment and amortization of intangible and other assets), plus provision (benefit) for income taxes. Adjusted EBITDA is reported to show the impact of non-cash stock-based compensation, one time/non-cash or non-operating items, such as, one-time income or fees, loss (gain) on sale of a business and/or other property and equipment, certain fair market value (“FMV”) adjustments, and consulting costs associated with reliability and purchasing initiatives. We historically have performed turnaround activities on an annual basis; however, we have moved towards extending turnarounds to a two or three-year cycle. Rather than being capitalized and amortized over the period of benefit, our accounting policy is to recognize the costs as incurred. Given these turnarounds are essentially investments that provide benefits over multiple years, they are not reflective of our operating performance in a given year.
We believe that certain investors consider EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. In addition, we believe that certain investors consider adjusted EBITDA as more meaningful to further assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items.
EBITDA and adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies. The following table provides a reconciliation of net income (loss) to EBITDA and adjusted EBITDA for the periods indicated.
Non-GAAP Reconciliations (continued)
| LSB Consolidated | Three Months Ended June 30, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| ( In Thousands) | |||||
| Net (loss) income | $ | 9,555 | |||
| Plus: | |||||
| Interest expense and interest income, net | 5,445 | ||||
| Gain (loss) on extinguishment of debt | (1,879 | ) | |||
| Depreciation and amortization | 18,784 | ||||
| Provision for income taxes | 1,250 | ||||
| EBITDA | $ | 33,155 | |||
| Stock-based compensation | 2,099 | ||||
| Legal Fees & Settlements - Specific Matters | ) | 1,229 | |||
| Loss on write down of assets | 1,489 | ||||
| Turnaround costs | 3,439 | ||||
| Growth Initiatives | 485 | ||||
| Adjusted EBITDA | $ | 41,896 |
All values are in US Dollars.
Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation
The following table provides a reconciliation of total identified net sales as reported under GAAP in our condensed consolidated financial statements reconciled to netback sales which is calculated as net sales less freight and other non-netback costs. We believe this provides a relevant industry comparison among our peer group.
| Three Months Ended<br>June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In Thousands) | ||||
| Ammonia, AN, Nitric Acid, UAN net sales | $ | 140,799 | $ | 129,698 |
| Less freight and other | 16,841 | 16,074 | ||
| Ammonia, AN, Nitric Acid, UAN netback sales | $ | 123,958 | $ | 113,624 |