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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 1, 2023

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-7677		73-1015226
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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. ☐

 

 

 

 

 

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Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct a Current Report on Form 8-K filed by us on November 1, 2023, which was filed with the incorrect version of a Press Release included as Exhibit 99.1. This Amendment includes the correct version of the Press Release as Exhibit 99.1 and the Press Release has been reissued. The sole purpose of this Amendment is to correct the version of the Press Release exhibit. No other changes have been made to the original report.

Item 2.02.	Results of Operations and Financial Condition.

On November 1, 2023, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the third quarter ended September 30, 2023. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 2, 2023, 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 third quarter ended September 30, 2023.

The information contained in this 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), 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), 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 Number		Description
99.1		Press Release issued by LSB Industries, Inc. dated November 1, 2023, titled “LSB Industries, Inc. Reports Operating Results for the 2023 Third Quarter”.
104		Cover Page Interactive Data File (embedded within the XBRL document)

 

 

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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: November 1, 2023

LSB INDUSTRIES, INC.
By:		/s/ Cheryl A. Maguire
Name:		Cheryl A. Maguire
Title:		Executive Vice President and Chief Financial Officer

 

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Exhibit 99.1

LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS FOR THE 2023 THIRD QUARTER

 

OKLAHOMA CITY, Oklahoma…November 1, 2023…LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today announced results for the third quarter ended September 30, 2023.

Third Quarter 2023 Results and Recent Highlights

“Our third quarter results were disappointing relative to our expectations headed into the period," stated Mark Behrman, LSB Industries’ President and CEO. "We continue to experience a weaker pricing environment relative to last year, but our results were also impacted by lower production volumes versus our expectations. While we hit a speed bump early in the quarter, our manufacturing operations have been performing well since early September, and we expect that to continue, setting us up for improved results in the fourth quarter. Additionally, nitrogen pricing has been increasing over the past two months, a trend that should benefit our profitability in 2024 relative to the second half of 2023.”

Mr. Behrman continued, “In early October, we announced a major milestone in our emergence as a leader in the energy transition. Our collaboration with INPEX, Air Liquide and Vopak Moda to develop a world-scale low-carbon ammonia production and export facility on the Houston Ship Channel is potentially transformative to LSB’s growth profile given the anticipated increase in demand for clean energy. We are proud to be partnering with a group of companies of this caliber and we are excited to share our progress on this endeavor in the quarters and years to come.”

"Despite the headwinds encountered so far in 2023, we continue to generate positive cash flow and maintain a strong balance sheet, providing us with significant financial flexibility to allocate capital, including the repurchase of equity and debt and advancing multiple growth initiatives. These include several potential capacity expansion projects that we currently have under evaluation. We expect to determine our next steps on these projects in the first quarter of 2024. In addition, we continue to make progress with our portfolio of clean energy initiatives as evidenced by our previously mentioned Houston Ship Channel project. We believe these opportunities position us to deliver incremental profitability and increased shareholder value in the future."

 

 

 

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Market Outlook

 

 

 

Progress on Low-Carbon Ammonia Projects

 

 

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Third Quarter Results Overview

 

		Three Months Ended September 30,
Product ($ in Thousands)		2023				2022				% Change
AN & Nitric Acid		$	46,026			$	66,161				(30	)%
Urea ammonium nitrate (UAN)			30,090				50,459				(40	)%
Ammonia			26,823				52,075				(48	)%
Other			11,348				15,578				(27	)%
Total Net Sales		$	114,287			$	184,273				(38	)%

 

 

Comparison of 2023 to 2022 quarterly periods:

 

 

 

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The following tables provide key sales metrics for our products:

 

		Three Months Ended September 30,
Key Product Volumes (short tons sold)		2023				2022				% Change
AN & Nitric Acid			119,468				125,446				(5	)%
Urea ammonium nitrate (UAN)			118,135				115,352				2	%
Ammonia			88,986				55,825				59	%
			326,589				296,623				10	%

 

Average Selling Prices (price per short ton) (A)
AN & Nitric Acid		$	327			$	458				(29	)%
Urea ammonium nitrate (UAN)		$	217			$	417				(48	)%
Ammonia		$	269			$	906				(70	)%

 

(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons.

 

		Three Months Ended September 30,
		2023				2022				% Change
Average Benchmark Prices (price per ton)
Tampa Ammonia (MT) Benchmark		$	343			$	1,093				(69	)%
NOLA UAN		$	228			$	459				(50	)%
Input Costs
Average natural gas cost/MMBtu in cost of materials and other		$	3.57			$	8.05				(56	)%
Average natural gas cost/MMBtu used in production		$	3.61			$	7.65				(53	)%

 

 

 

 

 

 

 

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Conference Call

LSB’s management will host a conference call covering the third quarter results on Thursday, November 2, 2023 at 10:00 am ET / 9:00 am CT to discuss these results and recent corporate developments. Participating in the call will be President & Chief Executive Officer, Mark Behrman and Executive Vice President & Chief Financial Officer, Cheryl Maguire. 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. To coincide with the conference call, LSB will post a slide presentation at www.lsbindustries.com on the webcast section of the Investor tab of our website.

To listen to a webcast of the call, please go to the Company’s website at www.lsbindustries.com at least 15 minutes prior to the conference call to download and install any necessary audio software. If you are unable to listen live, the conference call webcast will be archived on the Company’s website.

LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is committed to playing a leadership role in the energy transition through 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, may include projections of our future financial performance and anticipated performance based on our growth and other strategies and anticipated trends in our business. 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 may relate to, but are not limited to, business and market disruptions, market conditions and price volatility for our products and feedstocks, as well as global and regional economic downturns that adversely affect the demand for our end-use products; disruptions in production at our manufacturing facilities and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission (SEC).

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

 

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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.

 

See Accompanying Tables

 

 

Company Contact: Cheryl Maguire, Executive Vice President & CFO (405) 510-3524   Fred Buonocore, CFA, Vice President of Investor Relations (405) 510-3550 fbuonocore@lsbindustries.com

 

 

 

 

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LSB Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
		(In Thousands, Except Per Share Amounts)
Net sales		$	114,287			$	184,273			$	461,096			$	668,057
Cost of sales			117,673				162,144				386,845				412,274
Gross (loss) profit			(3,386	)			22,129				74,251				255,783
Selling, general and administrative expense			8,512				9,138				27,815				29,711
Other (income) expense, net			(2,399	)			(75	)			(2,096	)			377
Operating (loss) income			(9,499	)			13,066				48,532				225,695
Interest expense, net			7,165				12,193				31,213				34,455
(Gain) loss on extinguishment of debt			—				—				(8,644	)			113
Non-operating other income, net			(3,689	)			(2,219	)			(10,929	)			(5,627	)
(Loss) income before provision for income taxes			(12,975	)			3,092				36,892				196,754
(Benefit) provision for income taxes			(5,249	)			780				3,622				32,277
Net (loss) income			(7,726	)			2,312				33,270				164,477
(Loss) income per common share:
Basic:
Net (loss) income		$	(0.10	)		$	0.03			$	0.44			$	1.89
Diluted:
Net (loss) income		$	(0.10	)		$	0.03			$	0.44			$	1.86

 

 

 

 

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LSB Industries, Inc.

Condensed Consolidated Balance Sheets

(Information at September 30, 2023 is unaudited)

		September 30,				December 31,
		2023				2022
		(In Thousands)
Assets
Current assets:
Cash and cash equivalents		$	46,824			$	63,769
Short-term investments			270,702				330,553
Accounts receivable			47,303				75,494
Allowance for doubtful accounts			(691	)			(699	)
Accounts receivable, net			46,612				74,795
Inventories:
Finished goods			22,554				28,893
Raw materials			1,490				1,990
Total inventories			24,044				30,883
Supplies, prepaid items and other:
Prepaid insurance			1,863				17,429
Precious metals			12,544				13,323
Supplies			30,251				27,501
Other			4,409				8,346
Total supplies, prepaid items and other			49,067				66,599
Total current assets			437,249				566,599
Property, plant and equipment, net			828,828				848,661
Other assets:
Operating lease assets			24,621				22,682
Intangible and other assets, net			1,508				1,877
			26,129				24,559
		$	1,292,206			$	1,439,819

 

 

 

 

 

 

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LSB Industries, Inc.

Condensed Consolidated Balance Sheets (continued)

(Information at September 30, 2023 is unaudited)

		September 30,				December 31,
		2023				2022
		(In Thousands)
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	56,796			$	78,182
Short-term financing			—				16,134
Accrued and other liabilities			37,395				38,470
Current portion of long-term debt			5,493				9,522
Total current liabilities			99,684				142,308
Long-term debt, net			577,173				702,733
Noncurrent operating lease liabilities			15,713				14,896
Other noncurrent accrued and other liabilities			522				522
Deferred income taxes			66,370				63,487
Commitments and contingencies
Stockholders' equity:
Common stock, $.10 par value; 150 million shares authorized, 91.2 million    shares issued			9,117				9,117
Capital in excess of par value			499,528				497,179
Retained earnings			232,362				199,092
			741,007				705,388
Less treasury stock, at cost:
Common stock, 16.8 million shares (14.9 million shares at December 31, 2022)			208,263				189,515
Total stockholders' equity			532,744				515,873
		$	1,292,206			$	1,439,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Non-GAAP Reconciliations

 

This news release includes certain “non-GAAP financial measures” under the rules of the Securities and Exchange Commission, including Regulation G. These non-GAAP measures are calculated using GAAP amounts in our consolidated financial statements.

EBITDA and Adjusted EBITDA Reconciliation

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 (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 a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to EBITDA and adjusted EBITDA for the periods indicated.

 

 

 

 

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Non-GAAP Reconciliations (continued)

 

LSB Consolidated ($ In Thousands)		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Net income (loss)		$	(7,726	)		$	2,312			$	33,270			$	164,477
Plus:
Interest expense and interest income, net			3,467				9,960				20,263				31,499
Net (gain) loss on extinguishment of debt			—				—				(8,644	)			113
Depreciation and amortization			15,548				16,398				50,255				50,902
(Benefit) provision for income taxes			(5,249	)			780				3,622				32,277
EBITDA		$	6,040			$	29,450			$	98,766			$	279,268
Stock-based compensation			1,318				921				3,964				3,089
Legal fees (Leidos)			111				301				475				914
(Gain) loss on disposal and impairment of assets			(11	)			22				2,429				828
Turnaround costs			1,741				19,238				1,696				25,064
Adjusted EBITDA		$	9,199			$	49,932			$	107,330			$	309,163

 

 

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 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 September 30,
		2023				2022
		(In Thousands)
Ammonia, AN, Nitric Acid, UAN net sales		$	102,938			$	168,696
Less freight and other			14,236				12,514
Ammonia, AN, Nitric Acid, UAN netback sales		$	88,702			$	156,182

 

 

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