Form 8-K

 

 

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): April 26, 2018

 

 

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.)

 

16 South Pennsylvania Avenue, Oklahoma City, Oklahoma

  73107
(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))

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 April 25, 2018, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the first quarter ended March 31, 2018. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 26, 2018, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), the Company held a conference call broadcast live over the Internet to discuss the financial results of the first quarter ended March 31, 2018.

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 April 25, 2018, titled “LSB Industries, Inc. Reports Operating Results for the 2018 First Quarter”.

 

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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: April 26, 2018

 

LSB INDUSTRIES, INC.
By:  

/s/ Mark T. Behrman

Name:   Mark T. Behrman
Title:   Executive Vice President and Chief Financial Officer

 

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EX-99.1

Exhibit 99.1

 

LOGO    FOR IMMEDIATE RELEASE                                               

LSB INDUSTRIES, INC. REPORTS IMPROVED OPERATING RESULTS

FOR THE 2018 FIRST QUARTER

OKLAHOMA CITY, Oklahoma…April 25, 2018… LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today announced results for the first quarter ended March 31, 2018.

First Quarter Highlights

 

    Net sales of $100.5 million for the first quarter of 2018, compared to adjusted net sales(1) of $102.1 million for the first quarter of 2017 ($123.3 million originally reported) which excludes $17.7 million for the comparative impact to revenue from new revenue recognition standards adopted in 2018 primarily related to the Baytown facility, that are not reflected in prior year financials, and $3.5 million from businesses sold in the second and third quarters of 2017

 

    Net loss of $5.6 million for the first quarter of 2018, an improvement of $0.4 million from a loss of $6.0 million for the first quarter of 2017

 

    Adjusted EBITDA(1) of $21.7 million for the first quarter of 2018, up from $18.3 million ($20.0 million originally reported) excluding $1.7 million from businesses sold in 2017

“We were pleased with our first quarter results, which were in-line with our expectations and showed improvement over the prior year period, which benefitted from $1.7 million of adjusted EBITDA from a business that we divested later in 2017,” stated Daniel Greenwell, LSB’s President and CEO. “The favorable year-over-year comparison reflects stronger pricing across most of our products along with solid operations by our facilities, particularly El Dorado, along with lower natural gas input costs.”

“With respect to the operating performance of our facilities, El Dorado’s ammonia plant had a 100% on-stream rate in the first quarter, up from 77% in the fourth quarter of 2017. The plant continues to produce at a rate in excess of 1,300 tons per day. Cherokee’s ammonia plant ran at an 85% on-stream rate for the quarter, which included the impact of some downtime to conduct maintenance work on its primary reformer. Thus far in the second quarter, Cherokee has been running at a 99% on-stream rate, which approximates its average on-stream rate for the past six quarters.    Pryor’s 91% on-stream rate in the first quarter was a meaningful increase from 22% in the fourth quarter of 2017, which reflects work completed on the facility in the second half of last year to improve reliability.”

Mr. Greenwell continued, “Demand for our agricultural products for spring applications has been strong despite a slower spring application due to weather-driven planting delays. We think the late spring and compressed planting season could shift urea demand to UAN, which could benefit our second quarter. Pricing for our agricultural products was materially higher in the first quarter of 2018 relative to the prior year quarter, except for UAN pricing which was impacted by lower priced fall fill tons carried over from the fourth quarter of 2017. Demand and pricing for our industrial products reflected the continued strength in the broader U.S. economy, while our mining product volumes increased 33% as compared to the first quarter of 2017 as a result of new contract awards.”

Mr. Greenwell concluded, “Our outlook for the balance of the year remains intact, as we expect higher overall pricing relative to 2017 for the products we sell combined with improvement in plant reliability translating into stronger profitability and cash flow for 2018. We remain on track with the technological enhancements we are

 

(1)  This is a Non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

 

1


making to our company wide maintenance management system and expect to complete these upgrades by the end of our 2018 second quarter, which we expect to yield increasing benefits as the year progresses. Finally, the debt refinancing we completed provides us with greater financial flexibility as we were able to extend our maturities which we expect to allow us to execute our strategy aimed at delivering greater and more consistent profits and increased value for our shareholders.”

 

     Three Months Ended March 31,  
     2018     2017        
     (Dollars in millions)  

Net Sales by Market Sector

   Net
Sales
     Sector
Mix
    Adjusted
Net
Sales(1)
     Sector
Mix
    %
Change
 

Agricultural

   $ 52.3        52   $ 63.3        62     (17 )% 

Industrial

   $ 38.1        38   $ 31.2        31     22

Mining

   $ 10.1        10   $ 7.6        7     33
  

 

 

      

 

 

      

 

 

 
   $ 100.5        $ 102.1          (2 )% 
  

 

 

      

 

 

      

 

 

 

 

(1) Due to the January 1, 2018 adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”), certain industrial sales are no longer recognized. Since we adopted ASC 606 using the “modified retrospective” method, the prior periods were not restated. However, if we had applied ASC 606 to these specific arrangements during the first quarter of 2017, net sales for these products would have been reduced by approximately $17.7 million as illustrated above. Additionally, adjusted net sales is adjusted to remove revenue associated with business sold in 2017. See Non – GAAP reconciliation section for more information.

Comparison of 2018 to 2017 periods:

 

    Net sales of our agricultural products were down 17% during the quarter relative to the prior year period. Stronger pricing for HDAN and ammonia was offset by lower ammonia volumes resulting from a slower spring application caused by cold and wet weather. UAN sales volumes were also higher in the first quarter of 2017 due to the timing of barge shipments that crossed over year-end and landed in the first quarter of 2017. Additionally, we continue to experience logistic challenges from the railroads and truck carriers. Rail service timeliness has continued to decline, and we often see roundtrip routes taking 15% to 20% longer than a year ago. With each rail car turn taking longer, we are experiencing delays in getting product out the gate. UAN volume was also impacted from lower on-stream rates at Cherokee and Pryor in the first quarter of 2018 as compared to the first quarter of 2017. Additionally, our realized pricing for UAN was negatively impacted due to the lag effect of downtime at our Pryor facility in the fourth quarter of 2017 and the carry-over of lower priced fall fill orders into the beginning of March. With respect to our industrial sales, net sales of industrial ammonia increased as a result of higher volumes from improved on-stream rates at El Dorado. Low density ammonium nitrate (LDAN) sales volumes for mining applications also increased as a result of our sales and marketing efforts and stronger overall demand from this market.

 

    Adjusted EBITDA from continuing operations was higher compared to the prior year period primarily due to improved pricing, lower natural gas feedstock and improved industrial and mining volumes, offset by lower agricultural volume.

The following tables provide key sales metrics for our Agricultural products:

 

     Three Months Ended March 31,  

Product (tons sold)

   2018      2017      % Change  

Urea ammonium nitrate (UAN)

     102,202        157,784        (35 )% 

High density ammonium nitrate (HDAN)

     92,713        91,171        2

Ammonia

     32,996        44,242        (25 )% 

Other

     4,183        4,911        (15 )% 
  

 

 

    

 

 

    

 

 

 
     232,094        298,108        (22 )% 
  

 

 

    

 

 

    

 

 

 

 

2


Average Selling Prices (price per ton) (A)                     

UAN

   $ 138      $ 152        (9 )% 

HDAN

   $ 220      $ 182        21

Ammonia

   $ 320      $ 305        5
(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons.

The following table indicates the volumes sold of our major Industrial products:

 

     Three Months Ended March 31,  

Product (tons sold)

   2018      2017      % Change  

Ammonia

     68,098        43,924        55

Nitric acid, excluding Baytown

     20,213        29,128        (31 )% 

AN solution

     5,088        3,899        30
  

 

 

    

 

 

    

 

 

 
     93,399        76,951        21
  

 

 

    

 

 

    

 

 

 

The following table indicates the volumes sold of our major Mining products:

 

     Three Months Ended March 31,  

Product (tons sold)

   2018      2017      % Change  

LDAN/HDAN

     33,513        20,214        66

AN solution

     4,666        8,405        (44 )% 
  

 

 

    

 

 

    

 

 

 
     38,179        28,619        33
  

 

 

    

 

 

    

 

 

 

Input Costs

                    

Average natural gas cost/MMBtu

   $ 2.79      $ 3.15        (11 )% 

Financial Position and Capital Expenditures

As of March 31, 2018, our total cash position was $28.7 million. Additionally, we had approximately $46.3 million of borrowing availability under our Working Capital Revolver. There were no borrowings under the Working Capital Revolver at March 31, 2018.

Total long-term debt, including the current portion, was $408.5 million at March 31, 2018 compared to $409.4 million at December 31, 2017. The aggregate liquidation value of the Series E Redeemable Preferred at March 31, 2018, inclusive of accrued dividends of $51.8 million, was $191.6 million.

On April 25, 2018, we issued $400 million aggregate principal amount of 9.625% Senior Secured Notes due 2023. Interest on the Notes accrues at a rate of 9.625% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2018. We used a portion of the net proceeds of this offering to repurchase, on April 25, 2018, all of our Senior Secured Notes due 2019.

Interest expense for the first quarter of 2018 was $9.3 million compared to $9.4 million for the same period in 2017. For the full year of 2018, we expect interest expense to be approximately $40 million.

Capital expenditures were approximately $6.2 million in the first quarter of 2018. For the full year of 2018, total capital expenditures, which are related to maintaining and enhancing safety and reliability at our facilities, are expected to be approximately $32 million.

 

3


Conference Call

LSB’s management will host a conference call covering the fourth quarter results on April 26, 2018 at 10:00 a.m. ET/9:00 a.m. CT to discuss these results and recent corporate developments. Participating in the call will be President and CEO, Daniel Greenwell, Executive Vice President and CFO, Mark Behrman and Executive Vice President, Chemical Manufacturing, John Diesch. Interested parties may participate in the call by dialing (201) 493-6739. 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. We suggest listeners use Microsoft Explorer as their web browser.

LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB’s products are sold through distributors and directly to end customers throughout the United States. Additional information about the Company can be found on its website at www.lsbindustries.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identifiable by use of the words “may,” “believe,” “expect,” “intend,” “plan to,” “estimate,” “project” or similar expressions, and include but are not limited to: financial performance improvement; view on sales to mining customers; estimates of consolidated depreciation and amortization and future turnaround expenses; our expectation of production consistency and enhanced reliability at our Facilities; our projections of trends in the fertilizer market; improvement of our financial and operational performance; our planned capital expenditures for 2018; reduction of SG&A expenses; volume outlook and our ability to complete plant repairs as anticipated.

Investors are cautioned that such forward-looking statements are not guarantees of future performance and involve risk and uncertainties. Though we believe that expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectation will prove to be correct. Actual results may differ materially from the forward-looking statements as a result of various factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission (SEC), including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Form 10-K for the year ended December 31, 2017 and, if applicable, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release except as required by applicable law.

 

Company Contact:

Mark Behrman, Chief Financial Officer

(405) 235-4546

  

Investor Relations Contact: The Equity Group Inc.

Fred Buonocore, CFA (212) 836-9607

Kevin Towle (212) 836-9620

 

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See Accompanying Tables

 

5


LSB Industries, Inc.

Financial Highlights

Three Months Ended March 31,

 

     Three Months  
     2018     2017  
     (In Thousands, Except Per Share Amounts)  

Net sales

   $ 100,450     $ 123,344  (1) 

Cost of sales

     90,357       111,729  (1) 
  

 

 

   

 

 

 

Gross profit

     10,093       11,615  

Selling, general and administrative expense

     8,303       10,545  

Other income, net

     (94     (1,251
  

 

 

   

 

 

 

Operating income

     1,884       2,321  

Interest expense, net

     9,306       9,358  

Non-operating other expense (income), net

     (909     231  
  

 

 

   

 

 

 

Loss before benefit for income taxes

     (6,513     (7,268

Benefit for income taxes

     (922     (1,282
  

 

 

   

 

 

 

Net loss

     (5,591     (5,986

Dividends on convertible preferred stocks

     75       75  

Dividends on Series E redeemable preferred stock

     6,338       5,536  

Accretion of Series E redeemable preferred stock

     1,599       1,599  
  

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (13,603   $ (13,196
  

 

 

   

 

 

 

Basic and diluted net loss per common share:

   $ (0.49   $ (0.48
  

 

 

   

 

 

 

 

(1) Due to the January 1, 2018 adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”), certain industrial sales and associated cost of sales are no longer recognized. Since we adopted ASC 606 using the “modified retrospective” method, the prior periods were not restated. If we had applied ASC 606 to these specific arrangements during the first quarter of 2017, net sales for these products would have been reduced by approximately $17.7 million. ASC 606 had no net impact on operating income. See Non – GAAP reconciliation section for more information.

 

6


LSB Industries, Inc.

Consolidated Balance Sheets

 

     March 31,      December 31,  
     2018      2017  
     (In Thousands)  

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 28,667      $ 33,619  

Accounts receivable, net

     62,634        59,570  

Inventories:

     

Finished goods

     19,532        20,415  

Raw materials

     1,362        1,441  
  

 

 

    

 

 

 

Total inventories

     20,894        21,856  

Supplies, prepaid items and other:

     

Prepaid insurance

     7,813        10,535  

Precious metals

     7,269        7,411  

Supplies

     28,649        27,729  

Prepaid and refundable income taxes

     856        1,736  

Other

     2,043        1,284  
  

 

 

    

 

 

 

Total supplies, prepaid items and other

     46,630        48,695  
  

 

 

    

 

 

 

Total current assets

     158,825        163,740  

Property, plant and equipment, net

     998,366        1,014,038  

Intangible and other assets, net

     10,958        11,404  
  

 

 

    

 

 

 
   $ 1,168,149      $ 1,189,182  
  

 

 

    

 

 

 

(Continued on following page)

 

7


LSB Industries, Inc.

Consolidated Balance Sheets (continued)

 

     March 31,      December 31,  
     2018      2017  
     (In Thousands)  

Liabilities and Stockholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 49,047      $ 55,992  

Short-term financing

     6,137        8,585  

Accrued and other liabilities

     30,590        35,573  

Current portion of long-term debt

     9,065        9,146  
  

 

 

    

 

 

 

Total current liabilities

     94,839        109,296  

Long-term debt, net

     399,416        400,253  

Noncurrent accrued and other liabilities

     11,173        11,691  

Deferred income taxes

     53,877        54,787  

Commitments and contingencies

     

Redeemable preferred stocks:

     

Series E 14% cumulative, redeemable Class C preferred stock, no par value, 210,000 shares issued; 139,768 outstanding; aggregate liquidation preference of $191,569,000 ($185,231,000 at December 31, 2017)

     182,896        174,959  

Series F redeemable Class C preferred stock, no par value, 1 share issued and outstanding; aggregate liquidation preference of $100

     —          —    

Stockholders’ equity:

     

Series B 12% cumulative, convertible preferred stock, $100 par value; 20,000 shares issued and outstanding

     2,000        2,000  

Series D 6% cumulative, convertible Class C preferred stock, no par value; 1,000,000 shares issued and outstanding

     1,000        1,000  

Common stock, $.10 par value; 75,000,000 shares authorized, 31,280,685 shares issued

     3,128        3,128  

Capital in excess of par value

     195,289        193,956  

Retained earnings

     242,686        256,214  
  

 

 

    

 

 

 
     444,103        456,298  

Less treasury stock, at cost:

     

Common stock, 2,666,790 shares (2,662,027 shares at December 31, 2017)

     18,155        18,102  
  

 

 

    

 

 

 

Total stockholders’ equity

     425,948        438,196  
  

 

 

    

 

 

 
   $ 1,168,149      $ 1,189,182  
  

 

 

    

 

 

 

 

8


LSB Industries, Inc.

Non-GAAP Reconciliation

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 Reconciliation

EBITDA is defined as net income (loss) plus interest expense, depreciation, depletion and amortization (DD&A) (which includes DD&A of property, plant and equipment and amortization of intangible and other assets), less benefit for income taxes. 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. EBITDA has 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 may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to EBITDA for the periods indicated.

 

     Three Months Ended
March 31,
 
     2018      2017  

LSB Consolidated ($ in millions)

     

Net loss

   ($ 5.6    ($ 6.0

Plus:

     

Interest expense

     9.3        9.4  

Depreciation, depletion and amortization

     18.3        17.6  

Benefit for income taxes

     (0.9      (1.3
  

 

 

    

 

 

 

EBITDA

   $ 21.1      $ 19.7  
  

 

 

    

 

 

 

 

9


LSB Industries, Inc.

Non-GAAP Reconciliation (continued)

 

Adjusted EBITDA

Adjusted EBITDA is reported to show the impact of one time/non-cash items such as, loss on sale of a business and other property and equipment, one-time income or fees, start-up/commissioning costs, certain fair market value adjustments, non-cash stock-based compensation and severance costs. For comparative purposes 2017 is also adjusted to remove the impact of businesses sold during 2017. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items. The following tables provide reconciliations of EBITDA excluding the impact of the supplementary adjustments. Our policy is to adjust for non-cash or non-recurring items that are greater than $0.5 million quarterly or cumulatively.

 

LSB Consolidated ($ in millions)    Three Months Ended
March 31,
 
     2018      2017  

EBITDA:

   $ 21.1      $ 19.7  

Stock-based compensation

     1.4        1.2  

Derecognition of death benefit accrual

     —          (1.4

Loss on sale of a business and other property and equipment

     —          0.5  

Fair market value adjustment on preferred stock embedded derivatives

     (0.8      —    
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 21.7      $ 20.0  
  

 

 

    

 

 

 

EBITDA from businesses sold

     —          (1.7
  

 

 

    

 

 

 

Adjusted EBITDA excluding businesses sold in 2017

   $ 21.7      $ 18.3  
  

 

 

    

 

 

 

Net Sales Reconciliation

Since we adopted ASC 606 using the “modified retrospective” method, the prior periods were not restated. As a result, we are presenting Adjusted Net Sales to show the impact of applying ASC 606 to certain arrangements for the first quarter of 2017 consistent with accounting treatment used for the same period in 2018. ASC had no net impact on operating income. Additionally, net sales is adjusted to remove revenue associated with businesses sold in 2017.

 

     Three Months Ended
March 31,
 
     2018      2017  

Net sales ($ in millions)

     

Agricultural

   $ 52.3      $ 63.3  

Industrial

     38.1        48.9  

Mining

     10.1        7.6  

Other

     —          3.5  
  

 

 

    

 

 

 

Total net sales

   $ 100.5      $ 123.3  
  

 

 

    

 

 

 

Impact of ASC 606 - Industrial

     —          (17.7

Revenue from businesses sold in 2017

     —          (3.5
  

 

 

    

 

 

 

Total adjusted net sales

   $ 100.5      $ 102.1  
  

 

 

    

 

 

 

 

10


Agricultural Sales Price Reconciliation

The following table provides a reconciliation of total agricultural sales as reported under GAAP in our consolidated financial statement reconciled to “net” sales which is calculated as sales less freight expenses. We believe this provides a relevant industry comparison among our peer group.

 

     Three Months Ended
March 31,
 
     2018      2017  

Agricultural sales ($ in millions)

   $ 52.3      $ 63.3  

Less freight:

     3.9        5.6  
  

 

 

    

 

 

 

Net sales

   $ 48.4      $ 57.7  
  

 

 

    

 

 

 

 

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