[10-Q] Compass Minerals International, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Compass Minerals reported higher sales and improved operating results. Quarterly sales were $214.6 million versus $202.9 million a year earlier and nine-month sales were $1,016.4 million versus $908.6 million. Quarterly operating income rose to $15.9 million from $5.9 million, and nine-month operating income was $13.3 million versus a prior-year loss.
Net loss narrowed to $17.0 million for the quarter and $72.6 million for the nine months, with basic net loss per share of $0.41 and $1.74, respectively. Cash from operations improved to $204.6 million, and cash and equivalents increased to $79.4 million. The company issued $650.0 million of 8.00% senior notes due 2030 to refinance secured debt and redeem notes, and reported compliance with amended credit covenants.
Material charges and contingencies include a $53.0 million impairment related to the Fortress fire retardant business, a recorded recall liability of $101.1 million with estimated insurance recoveries of $95.9 million, an additional $29.0 million valuation allowance on U.S. deferred tax assets, and ongoing Canadian tax reassessments totaling $210.4 million with $160.5 million collateral posted.
Compass Minerals ha registrato vendite pi霉 alte e risultati operativi migliorati. Le vendite trimestrali sono state $214.6 million rispetto a $202.9 million dell'anno precedente, mentre le vendite nei primi nove mesi sono state $1,016.4 million contro $908.6 million. L'utile operativo trimestrale 猫 salito a $15.9 million da $5.9 million, e l'utile operativo sui nove mesi 猫 stato di $13.3 million rispetto a una perdita nello stesso periodo dell'anno prima.
La perdita netta si 猫 ridotta a $17.0 million nel trimestre e a $72.6 million nei nove mesi, con una perdita netta base per azione di $0.41 e $1.74, rispettivamente. La liquidit脿 generata dalle attivit脿 operative 猫 migliorata a $204.6 million e la cassa e gli equivalenti sono saliti a $79.4 million. La societ脿 ha emesso $650.0 million di obbligazioni senior all'8.00% con scadenza 2030 per rifinanziare debito garantito e rimborsare titoli, e ha dichiarato di essere conforme ai covenant di credito modificati.
Le voci significative e le contingenze includono una svalutazione di $53.0 million relativa all'attivit脿 dei ritardanti di fiamma Fortress, una passivit脿 per richiamo registrata di $101.1 million con recuperi assicurativi stimati a $95.9 million, un'ulteriore riserva di valore di $29.0 million sulle imposte differite statunitensi e rivedimenti fiscali in corso in Canada per un totale di $210.4 million con $160.5 million di garanzie depositate.
Compass Minerals inform贸 ventas m谩s altas y una mejora en los resultados operativos. Las ventas del trimestre fueron de $214.6 million frente a $202.9 million del a帽o anterior, y las ventas en los nueve meses fueron de $1,016.4 million frente a $908.6 million. El ingreso operativo trimestral aument贸 a $15.9 million desde $5.9 million, y el ingreso operativo en los nueve meses fue de $13.3 million frente a una p茅rdida en el a帽o anterior.
La p茅rdida neta se redujo a $17.0 million en el trimestre y a $72.6 million en los nueve meses, con una p茅rdida b谩sica por acci贸n de $0.41 y $1.74, respectivamente. El efectivo generado por las operaciones mejor贸 a $204.6 million, y el efectivo y equivalentes aumentaron a $79.4 million. La compa帽铆a emiti贸 $650.0 million de notas senior al 8.00% con vencimiento en 2030 para refinanciar deuda garantizada y redimir notas, y declar贸 cumplimiento con los convenants de cr茅dito enmendados.
Las partidas materiales y contingencias incluyen un deterioro de $53.0 million relacionado con el negocio de retardantes de llama Fortress, una obligaci贸n registrada por retiro de $101.1 million con recuperaciones de seguros estimadas en $95.9 million, una provisi贸n adicional de $29.0 million sobre activos por impuestos diferidos en EE. UU., y revisiones fiscales en curso en Canad谩 por un total de $210.4 million con $160.5 million en garant铆as depositadas.
Compass Minerals電� 毵れ稖 歃濌皜鞕赌 鞓侅梾 鞁れ爜 臧滌劆鞚� 氤搓碃頄堨姷雼堧嫟. 攵勱赴 毵れ稖鞚� $214.6 million鞙茧 鞝勲厔鞚� $202.9 million鞐� 牍勴暣 電橃棃瓿�, 9臧滌洈 毵れ稖鞚� $1,016.4 million鞙茧 鞝勲厔鞚� $908.6 million鞚� 靸來殞頄堨姷雼堧嫟. 攵勱赴 鞓侅梾鞚挫澋鞚� $15.9 million鞙茧 $5.9 million鞐愳劀 歃濌皜頄堨溂氅�, 9臧滌洈 鞓侅梾鞚挫澋鞚� $13.3 million鞙茧 鞝勲厔 霃欔赴鞚� 靻愳嫟鞐愳劀 臧滌劆霅橃棃鞀惦媹雼�.
靾滌啇鞁れ潃 攵勱赴 旮办 $17.0 million, 9臧滌洈 旮办 $72.6 million鞙茧 於曥唽霅橃棃瓿�, 欤茧嫻 旮办磮 靾滌啇鞁れ潃 臧侁皝 $0.41鞕赌 $1.74鞓�鞀惦媹雼�. 鞓侅梾頇滊彊鞙茧 鞚疙暅 順勱笀頋愲鞚� $204.6 million鞙茧 臧滌劆霅橃棃瓿� 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $79.4 million鞙茧 歃濌皜頄堨姷雼堧嫟. 須岇偓電� 雼措炒 攵�毂勲ゼ 鞛湹鞛愴晿瓿� 鞏挫潓 靸來櫂鞚� 鞙勴暣 2030雲� 毵岅赴 8.00%鞚� 靹犾垳鞙� 毂勱秾 $650.0 million鞚� 氚滍枆頄堨溂氅�, 靾橃爼霅� 鞁犾毄 攴滌暯鞚� 欷�靾橅晿瓿� 鞛堧嫟瓿� 氤搓碃頄堨姷雼堧嫟.
欷戨寑頃� 牍勳毄 氚� 鞖半皽靷暛鞙茧電� Fortress 雮滌棸鞝� 靷梾 甏�霠� $53.0 million鞚� 靻愳儊觳橂Μ, 於旍爼 氤错棙須岇垬鞎� $95.9 million鞚� 鞛堧姅 $101.1 million鞚� 毽綔 攵�毂� 旮半, 氙戈淡 鞚挫棸氩曥澑靹� 鞛愳偘鞐� 雽�頃� 於旉皜 $29.0 million鞚� 韽夑皜於╇嫻旮�, 攴鸽Μ瓿� 齑濎暋 $210.4 million鞚� 歆勴枆 欷戩澑 旌愲倶雼� 靹鸽 鞛嫭靷櫠� $160.5 million鞚� 雼措炒 鞝滉车鞚� 韽暔霅╇媹雼�.
Compass Minerals a annonc茅 des ventes en hausse et une am茅lioration des r茅sultats op茅rationnels. Les ventes trimestrielles se sont 茅lev茅es 脿 $214.6 million contre $202.9 million un an plus t么t, et les ventes sur neuf mois 脿 $1,016.4 million contre $908.6 million. Le r茅sultat d'exploitation trimestriel est pass茅 脿 $15.9 million contre $5.9 million, et le r茅sultat d'exploitation sur neuf mois s'est 茅tabli 脿 $13.3 million contre une perte l'ann茅e pr茅c茅dente.
La perte nette s'est r茅duite 脿 $17.0 million pour le trimestre et 脿 $72.6 million pour les neuf mois, avec une perte nette de base par action de $0.41 et $1.74, respectivement. Les flux de tr茅sorerie li茅s 脿 l'exploitation se sont am茅lior茅s 脿 $204.6 million et la tr茅sorerie et 茅quivalents ont augment茅 脿 $79.4 million. La soci茅t茅 a 茅mis $650.0 million de titres seniors 脿 8,00% 茅ch茅ant en 2030 pour refinancer des dettes garanties et racheter des titres, et a d茅clar茅 锚tre en conformit茅 avec les engagements de cr茅dit amend茅s.
Les charges significatives et les 茅ventualit茅s comprennent une d茅pr茅ciation de $53.0 million li茅e 脿 l'activit茅 d'ignifugeant Fortress, une provision pour rappel enregistr茅e de $101.1 million avec des recouvrements d'assurance estim茅s 脿 $95.9 million, une provision additionnelle de $29.0 million sur les actifs d'imp么t diff茅r茅 am茅ricains, et des redressements fiscaux en cours au Canada totalisant $210.4 million avec $160.5 million de garanties d茅pos茅es.
Compass Minerals meldete h枚here Ums盲tze und verbesserte operative Ergebnisse. Der Quartalsumsatz betrug $214.6 million 驳别驳别苍眉产别谤 $202.9 million im Vorjahr, und der Umsatz f眉r die neun Monate belief sich auf $1,016.4 million 驳别驳别苍眉产别谤 $908.6 million. Das Quartalsbetriebsergebnis stieg auf $15.9 million von $5.9 million, und das Betriebsergebnis f眉r neun Monate lag bei $13.3 million 驳别驳别苍眉产别谤 einem Verlust im Vorjahreszeitraum.
Der Nettoverlust verringerte sich im Quartal auf $17.0 million und f眉r neun Monate auf $72.6 million, mit einem verw盲sserungsbereinigten Nettoverlust je Aktie von $0.41 bzw. $1.74. Der Cashflow aus der betrieblichen T盲tigkeit verbesserte sich auf $204.6 million, und die liquiden Mittel stiegen auf $79.4 million. Das Unternehmen gab $650.0 million an 8,00% Senior Notes mit F盲lligkeit 2030 zur Refinanzierung besicherter Verbindlichkeiten und zur R眉ckzahlung von Schuldverschreibungen aus und meldete die Einhaltung der ge盲nderten Kreditklauseln.
Wesentliche Belastungen und Eventualverbindlichkeiten umfassen eine Wertminderung in H枚he von $53.0 million im Zusammenhang mit dem Feuerhemmstoffgesch盲ft Fortress, eine verzeichnete R眉ckrufverbindlichkeit von $101.1 million mit gesch盲tzten Versicherungserstattungen von $95.9 million, eine zus盲tzliche Wertberichtigung von $29.0 million auf US-Deferred-Tax-Assets sowie laufende kanadische Steuerpr眉fungen in H枚he von insgesamt $210.4 million mit hinterlegten Sicherheiten in H枚he von $160.5 million.
Positive
- Revenue growth: Quarterly sales increased to $214.6M from $202.9M and nine-month sales rose to $1,016.4M from $908.6M.
- Improved operating performance: Quarterly operating income improved to $15.9M from $5.9M; nine-month operating income was $13.3M versus a prior-year loss of $87.0M.
- Stronger cash generation: Net cash provided by operating activities was $204.6M (nine months), lifting cash and equivalents to $79.4M.
- Refinancing executed: Issued $650M of 8.00% senior notes due 2030 to repay secured facilities and redeem part of 2027 notes, simplifying maturities.
- Sale of Fortress assets: Sold substantially all Fortress assets for $20.0M and recorded a $2.4M gain on the sale.
Negative
- $53.0M impairment: Recorded impairment related to Fortress customer relationships and trade name, and an additional $0.7M PP&E impairment.
- Recall liability: Recorded a $101.1M liability related to a food-grade salt recall (with estimated insurance recoveries of $95.9M).
- Canadian tax reassessments: Tax authorities challenged positions totaling $210.4M (fiscal 2002-2019); the company posted $160.5M performance bond and paid $36.5M.
- $29.0M valuation allowance recorded against U.S. deferred tax assets due to cumulative losses over the three-year period.
- Elevated interest cost on new notes: Issued 8.00% senior notes, increasing fixed interest obligations compared with prior secured borrowing costs.
Insights
TL;DR Operations show recovery: revenue and operating income up, cash flow strengthened, but impairments and liabilities persist.
Compass Minerals delivered sequential and year-over-year operational improvement: sales and quarterly operating income increased, net loss narrowed materially, and operating cash flow surged to $204.6 million, lifting cash to $79.4 million. The company also completed a substantial refinancing by issuing $650 million of 8.00% senior notes to repay secured facilities and redeem a portion of its 2027 notes, improving liquidity and simplifying maturities. These changes reduce near-term secured debt but introduce 8.00% unsecured interest obligations. While core Salt and Plant Nutrition segments show healthier results, the company remains affected by non-operating items (impairments, tax and recall liabilities) that dilute the operational improvements.
TL;DR Significant non-operating risks and contingencies materially affect the company鈥檚 balance sheet and future cash requirements.
Compass recorded a $53.0 million impairment tied to the Fortress exit and a further $0.7 million PP&E impairment, reflecting cessation of that business. It carried a $101.1 million recall liability (with $95.9 million estimated insurance recoveries) and faced Canadian tax reassessments of $210.4 million, posting $160.5 million of collateral and paying $36.5 million to authorities. Management also recorded a $29.0 million valuation allowance on U.S. deferred tax assets due to cumulative losses. The company reached or proposed settlements in multiple securities and derivative suits, including a court-approved $48.0 million settlement funded by insurers. These contingent and recorded liabilities create execution and litigation risk that could affect future cash flows despite improved operating metrics.
Compass Minerals ha registrato vendite pi霉 alte e risultati operativi migliorati. Le vendite trimestrali sono state $214.6 million rispetto a $202.9 million dell'anno precedente, mentre le vendite nei primi nove mesi sono state $1,016.4 million contro $908.6 million. L'utile operativo trimestrale 猫 salito a $15.9 million da $5.9 million, e l'utile operativo sui nove mesi 猫 stato di $13.3 million rispetto a una perdita nello stesso periodo dell'anno prima.
La perdita netta si 猫 ridotta a $17.0 million nel trimestre e a $72.6 million nei nove mesi, con una perdita netta base per azione di $0.41 e $1.74, rispettivamente. La liquidit脿 generata dalle attivit脿 operative 猫 migliorata a $204.6 million e la cassa e gli equivalenti sono saliti a $79.4 million. La societ脿 ha emesso $650.0 million di obbligazioni senior all'8.00% con scadenza 2030 per rifinanziare debito garantito e rimborsare titoli, e ha dichiarato di essere conforme ai covenant di credito modificati.
Le voci significative e le contingenze includono una svalutazione di $53.0 million relativa all'attivit脿 dei ritardanti di fiamma Fortress, una passivit脿 per richiamo registrata di $101.1 million con recuperi assicurativi stimati a $95.9 million, un'ulteriore riserva di valore di $29.0 million sulle imposte differite statunitensi e rivedimenti fiscali in corso in Canada per un totale di $210.4 million con $160.5 million di garanzie depositate.
Compass Minerals inform贸 ventas m谩s altas y una mejora en los resultados operativos. Las ventas del trimestre fueron de $214.6 million frente a $202.9 million del a帽o anterior, y las ventas en los nueve meses fueron de $1,016.4 million frente a $908.6 million. El ingreso operativo trimestral aument贸 a $15.9 million desde $5.9 million, y el ingreso operativo en los nueve meses fue de $13.3 million frente a una p茅rdida en el a帽o anterior.
La p茅rdida neta se redujo a $17.0 million en el trimestre y a $72.6 million en los nueve meses, con una p茅rdida b谩sica por acci贸n de $0.41 y $1.74, respectivamente. El efectivo generado por las operaciones mejor贸 a $204.6 million, y el efectivo y equivalentes aumentaron a $79.4 million. La compa帽铆a emiti贸 $650.0 million de notas senior al 8.00% con vencimiento en 2030 para refinanciar deuda garantizada y redimir notas, y declar贸 cumplimiento con los convenants de cr茅dito enmendados.
Las partidas materiales y contingencias incluyen un deterioro de $53.0 million relacionado con el negocio de retardantes de llama Fortress, una obligaci贸n registrada por retiro de $101.1 million con recuperaciones de seguros estimadas en $95.9 million, una provisi贸n adicional de $29.0 million sobre activos por impuestos diferidos en EE. UU., y revisiones fiscales en curso en Canad谩 por un total de $210.4 million con $160.5 million en garant铆as depositadas.
Compass Minerals電� 毵れ稖 歃濌皜鞕赌 鞓侅梾 鞁れ爜 臧滌劆鞚� 氤搓碃頄堨姷雼堧嫟. 攵勱赴 毵れ稖鞚� $214.6 million鞙茧 鞝勲厔鞚� $202.9 million鞐� 牍勴暣 電橃棃瓿�, 9臧滌洈 毵れ稖鞚� $1,016.4 million鞙茧 鞝勲厔鞚� $908.6 million鞚� 靸來殞頄堨姷雼堧嫟. 攵勱赴 鞓侅梾鞚挫澋鞚� $15.9 million鞙茧 $5.9 million鞐愳劀 歃濌皜頄堨溂氅�, 9臧滌洈 鞓侅梾鞚挫澋鞚� $13.3 million鞙茧 鞝勲厔 霃欔赴鞚� 靻愳嫟鞐愳劀 臧滌劆霅橃棃鞀惦媹雼�.
靾滌啇鞁れ潃 攵勱赴 旮办 $17.0 million, 9臧滌洈 旮办 $72.6 million鞙茧 於曥唽霅橃棃瓿�, 欤茧嫻 旮办磮 靾滌啇鞁れ潃 臧侁皝 $0.41鞕赌 $1.74鞓�鞀惦媹雼�. 鞓侅梾頇滊彊鞙茧 鞚疙暅 順勱笀頋愲鞚� $204.6 million鞙茧 臧滌劆霅橃棃瓿� 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $79.4 million鞙茧 歃濌皜頄堨姷雼堧嫟. 須岇偓電� 雼措炒 攵�毂勲ゼ 鞛湹鞛愴晿瓿� 鞏挫潓 靸來櫂鞚� 鞙勴暣 2030雲� 毵岅赴 8.00%鞚� 靹犾垳鞙� 毂勱秾 $650.0 million鞚� 氚滍枆頄堨溂氅�, 靾橃爼霅� 鞁犾毄 攴滌暯鞚� 欷�靾橅晿瓿� 鞛堧嫟瓿� 氤搓碃頄堨姷雼堧嫟.
欷戨寑頃� 牍勳毄 氚� 鞖半皽靷暛鞙茧電� Fortress 雮滌棸鞝� 靷梾 甏�霠� $53.0 million鞚� 靻愳儊觳橂Μ, 於旍爼 氤错棙須岇垬鞎� $95.9 million鞚� 鞛堧姅 $101.1 million鞚� 毽綔 攵�毂� 旮半, 氙戈淡 鞚挫棸氩曥澑靹� 鞛愳偘鞐� 雽�頃� 於旉皜 $29.0 million鞚� 韽夑皜於╇嫻旮�, 攴鸽Μ瓿� 齑濎暋 $210.4 million鞚� 歆勴枆 欷戩澑 旌愲倶雼� 靹鸽 鞛嫭靷櫠� $160.5 million鞚� 雼措炒 鞝滉车鞚� 韽暔霅╇媹雼�.
Compass Minerals a annonc茅 des ventes en hausse et une am茅lioration des r茅sultats op茅rationnels. Les ventes trimestrielles se sont 茅lev茅es 脿 $214.6 million contre $202.9 million un an plus t么t, et les ventes sur neuf mois 脿 $1,016.4 million contre $908.6 million. Le r茅sultat d'exploitation trimestriel est pass茅 脿 $15.9 million contre $5.9 million, et le r茅sultat d'exploitation sur neuf mois s'est 茅tabli 脿 $13.3 million contre une perte l'ann茅e pr茅c茅dente.
La perte nette s'est r茅duite 脿 $17.0 million pour le trimestre et 脿 $72.6 million pour les neuf mois, avec une perte nette de base par action de $0.41 et $1.74, respectivement. Les flux de tr茅sorerie li茅s 脿 l'exploitation se sont am茅lior茅s 脿 $204.6 million et la tr茅sorerie et 茅quivalents ont augment茅 脿 $79.4 million. La soci茅t茅 a 茅mis $650.0 million de titres seniors 脿 8,00% 茅ch茅ant en 2030 pour refinancer des dettes garanties et racheter des titres, et a d茅clar茅 锚tre en conformit茅 avec les engagements de cr茅dit amend茅s.
Les charges significatives et les 茅ventualit茅s comprennent une d茅pr茅ciation de $53.0 million li茅e 脿 l'activit茅 d'ignifugeant Fortress, une provision pour rappel enregistr茅e de $101.1 million avec des recouvrements d'assurance estim茅s 脿 $95.9 million, une provision additionnelle de $29.0 million sur les actifs d'imp么t diff茅r茅 am茅ricains, et des redressements fiscaux en cours au Canada totalisant $210.4 million avec $160.5 million de garanties d茅pos茅es.
Compass Minerals meldete h枚here Ums盲tze und verbesserte operative Ergebnisse. Der Quartalsumsatz betrug $214.6 million 驳别驳别苍眉产别谤 $202.9 million im Vorjahr, und der Umsatz f眉r die neun Monate belief sich auf $1,016.4 million 驳别驳别苍眉产别谤 $908.6 million. Das Quartalsbetriebsergebnis stieg auf $15.9 million von $5.9 million, und das Betriebsergebnis f眉r neun Monate lag bei $13.3 million 驳别驳别苍眉产别谤 einem Verlust im Vorjahreszeitraum.
Der Nettoverlust verringerte sich im Quartal auf $17.0 million und f眉r neun Monate auf $72.6 million, mit einem verw盲sserungsbereinigten Nettoverlust je Aktie von $0.41 bzw. $1.74. Der Cashflow aus der betrieblichen T盲tigkeit verbesserte sich auf $204.6 million, und die liquiden Mittel stiegen auf $79.4 million. Das Unternehmen gab $650.0 million an 8,00% Senior Notes mit F盲lligkeit 2030 zur Refinanzierung besicherter Verbindlichkeiten und zur R眉ckzahlung von Schuldverschreibungen aus und meldete die Einhaltung der ge盲nderten Kreditklauseln.
Wesentliche Belastungen und Eventualverbindlichkeiten umfassen eine Wertminderung in H枚he von $53.0 million im Zusammenhang mit dem Feuerhemmstoffgesch盲ft Fortress, eine verzeichnete R眉ckrufverbindlichkeit von $101.1 million mit gesch盲tzten Versicherungserstattungen von $95.9 million, eine zus盲tzliche Wertberichtigung von $29.0 million auf US-Deferred-Tax-Assets sowie laufende kanadische Steuerpr眉fungen in H枚he von insgesamt $210.4 million mit hinterlegten Sicherheiten in H枚he von $160.5 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
or
For the transition period from _______________________ to __________________________
Commission File Number 001-31921
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(913 ) 344-9200
(Address of principal executive offices, zip code and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such | ||||||||||||||
reports), and (2) has been subject to such filing requirements for the past 90 days. | ☑ | No | ☐ | |||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that | ||||||||||||||
the registrant was required to submit such files). | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. | ☐ | |||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | |||||||||||
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of August 7, 2025, was 41,688,657 shares.
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | Page | |||||||
Item 1. | Financial Statements | |||||||
Consolidated Balance Sheets as of June 30, 2025 (unaudited) and September 30, 2024 | 2 | |||||||
Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and June 30, 2024 (unaudited) | 3 | |||||||
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2025 and June 30, 2024 (unaudited) | 4 | |||||||
Consolidated Statements of Stockholders’ Equity for the nine months ended June 30, 2025 and June 30, 2024 (unaudited) | 5 | |||||||
Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and June 30, 2024 (unaudited) | 6 | |||||||
Notes to Consolidated Financial Statements (unaudited) | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 38 | ||||||
Item 4. | Controls and Procedures | 38 | ||||||
| PART II. OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 40 | ||||||
Item 1A. | Risk Factors | 40 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 | ||||||
Item 3. | Defaults Upon Senior Securities | 40 | ||||||
Item 4. | Mine Safety Disclosures | 40 | ||||||
Item 5. | Other Information | 40 | ||||||
Item 6. | Exhibits | 41 | ||||||
SIGNATURES | 42 | |||||||
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
| (Unaudited) | |||||||||||
| June 30, 2025 | September 30, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowance for doubtful accounts of $ | |||||||||||
Inventories, less allowance of $ | |||||||||||
Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued salaries and wages | |||||||||||
| Current portion of long-term debt | |||||||||||
Current portion of finance lease liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Accrued interest | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
Finance lease liabilities, net of current portion | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock: $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost — | ( | ( | |||||||||
Retained (loss) earnings | ( | ||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except share and per share data)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Shipping and handling cost | |||||||||||||||||||||||
| Product cost | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Loss on impairments, net | |||||||||||||||||||||||
Other operating expense (income) | ( | ( | ( | ||||||||||||||||||||
Operating income (loss) | ( | ||||||||||||||||||||||
| Other (income) expense: | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Loss (gain) on foreign exchange | ( | ( | |||||||||||||||||||||
Loss on extinguishment of debt | |||||||||||||||||||||||
Other (income) expense, net | ( | ||||||||||||||||||||||
Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Basic net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average common shares outstanding (in thousands): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
Unrealized gain from change in pension obligations, net of tax of $( | |||||||||||||||||||||||
Unrealized loss from change in other postretirement benefits, net of tax of $ | ( | ( | ( | ||||||||||||||||||||
Unrealized income (loss) on cash flow hedges, net of tax of $ | ( | ||||||||||||||||||||||
Unrealized foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
Total comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in millions)
Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings (Loss) | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
Total comprehensive loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | — | ( | |||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||
Balance, September 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
Total comprehensive loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
Total comprehensive loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Nine Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash flows provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
Non-cash portion of stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Unrealized foreign exchange loss (gain) | ( | ||||||||||
Loss on impairments, net | |||||||||||
Net gain from remeasurement of contingent consideration | ( | ( | |||||||||
Loss on extinguishment of debt | |||||||||||
Gain on sale of Fortress assets | ( | ||||||||||
| Other, net | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
| Receivables | |||||||||||
| Inventories | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued expenses and other current liabilities | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
Proceeds from sale of Fortress assets, net of transaction costs | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
Borrowings under revolving credit facility | |||||||||||
Repayments under revolving credit facility | ( | ( | |||||||||
Proceeds from issuance of long-term debt | |||||||||||
Principal payments on long-term debt | ( | ( | |||||||||
Principal payments to pay down term loan | ( | ||||||||||
Proceeds from 2030 Notes | |||||||||||
Repurchase of 2027 Notes | ( | ||||||||||
Premium paid to extinguish 2027 Notes | ( | ||||||||||
| Payments for contingent consideration | ( | ||||||||||
| Dividends paid | ( | ||||||||||
Payment of deferred financing costs | ( | ( | |||||||||
| Shares withheld to satisfy employee tax obligations | ( | ( | |||||||||
Other, net | ( | ( | |||||||||
Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of the year | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid, net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
Net change to property, plant and equipment through accounts payable and accrued expenses and other current liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies and Basis of Presentation:
Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading North American producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company also provides records management services in the U.K. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the U.K. include only England, Scotland and Wales. References to “Compass Minerals,” “our,” “us” and “we” refer to CMI and its consolidated subsidiaries.
CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying consolidated balance sheet as of September 30, 2024, which was derived from audited financial statements, and the unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. As a result, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2024 (“2024-K”). In the opinion of management, these interim financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations.
The Company experiences a substantial amount of seasonality in its sales, including its salt deicing product sales. Consequently, Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters (ending June 30 and September 30). In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the products are used. Following industry practice in North America and the U.K., the Company seeks to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Production of deicing salt can also vary based on the severity or mildness of the preceding winter season. Due to the seasonal nature of the deicing product lines, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. The Company’s plant nutrition business is also seasonal. As a result, the Company and its customers generally build inventories during the plant nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).
Fortress
On March 25, 2025, the Company took measures to align the Company’s cost structure to its current business needs as part of a larger strategic refocus to improve the profitability of the Company’s core Salt and Plant Nutrition businesses. Specifically, the Company reduced the headcount of its corporate workforce and began the process of exiting the Fortress North America, LLC (“Fortress”) fire retardant business, terminating the employment of all Fortress employees (see Note 9. Operating Segments for further information). As such, the Company will no longer allocate capital and resources to the Fortress fire retardant business and is no longer pursuing an approved fire retardant product.
Impairments. As a result of the above items impacting Fortress, the Company determined that there were indicators of impairment with the associated Fortress intangible assets. Therefore, the Company tested these intangible assets for impairment. As a result, the Company recorded a loss on impairment, net, of $0 and $53.0 million, for the three and nine months ended June 30, 2025, respectively, related to Customer relationships and Trade name (see Note 5. Goodwill and Other Intangible Assets and Note 12. Fair Value Measurements for further information).
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Additionally, the Company performed an impairment test on the remaining Fortress asset group (including property, plant, and equipment (“PP&E”), inventory and in-process research and development (“IPR&D”)), with a carrying amount of $19.7 million. The impairment test under ASC 360, Property, Plant Equipment and Other Assets, compared the asset group’s undiscounted cash flows to its carrying amount. The Company determined the fair value of the asset group using a market approach under ASC 820, Fair Value Measurement (Level 2 inputs, see Note 12. Fair Value Measurements). The asset group (PP&E, inventory and IPR&D) was not impaired as its fair value, based on market indications, approximated or exceeded its carrying value. The fair value estimates involved significant estimates and assumptions, which may differ from actual outcomes.
At June 30, 2025, the Company performed an impairment test on the remaining Fortress asset group related to property, plant, and equipment and recorded a loss on impairment, net of $0.7
Equipment Lease. On May 20, 2025, the Company purchased equipment previously leased for Fortress for $2.8 million, resulting in the termination of the related lease. The Company derecognized the right-of-use asset and lease liability. The carrying value of the lease liability was $1.5 million and the right-of-use asset was $1.4 million at the date of purchase. The $1.3 million difference between the purchase price and the lease liability was recorded as an adjustment to the carrying amount of the purchased equipment. The remaining equipment, with a carrying value of $2.7 million at June 30, 2025, is included in Property, plant and equipment, net, on the Consolidated Balance Sheets.
Contingent Consideration. In connection with the acquisition of Fortress on May 5, 2023, the Company entered into a contingent consideration arrangement for up to $28 million to be paid in cash and/or Compass Minerals common stock upon the achievement of certain performance measures over the next five years , and a cash earn-out based on volumes of certain Fortress fire retardant products sold over a 10-year period. The carrying value of the contingent consideration at December 31, 2024, was $7.9 million, with $0.1 million, included in Accrued expenses and other current liabilities and $7.8 million, included in Other noncurrent liabilities. Given the business ceased operations and had no future expected cash flows, the carrying value of the contingent consideration was reduced to $0 as of March 31, 2025. For the three and nine months ended June 30, 2025, the Company recorded income, included in Other operating expense (income), of $0 and $7.9 million, respectively. For the three and nine months ended June 30, 2024, the Company recorded income of $0.9 million and $23.1 million, respectively, included in Other operating expense (income).
Asset Purchase Agreement. On May 30, 2025, the Company entered into an Asset Purchase Agreement, selling substantially all Fortress assets for $20.0 million in cash. The Company paid approximately $0.4 million of costs related to the sale. The assets included in the sale had a net book value of approximately $17.2 million. The fair value of proceeds received, net of transaction costs, exceeded the carrying amount, resulting in a gain of $2.4 million, recorded in Other (income) expense, net, on the Consolidated Statements of Operations for the three and nine months ended June 30, 2025.
Presentation. In the Consolidated Balance Sheets, Current portion of finance lease liabilities and Finance lease liabilities, net of current portion have been presented separately from Accrued expenses and other liabilities and Other noncurrent liabilities line items, respectively, in the current year presentation, with conforming reclassifications made for the prior period presentation.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily to include enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company will adopt the disclosure requirements of ASU 2023-07 beginning with the annual report for fiscal year ended September 30, 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures by requiring consistent categories and additional disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024, and is effective for the Company beginning in the annual report for the fiscal year ended September 30, 2026. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
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In November 2024, the FASB issued amended guidance related to disclosure of disaggregated expenses (“ASU 2024-03”). This amendment requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This guidance is effective for annual periods beginning in the Company’s annual report for the fiscal year ended September 30, 2028 and interim periods following annual adoption, with early adoption permitted. This guidance will be applied on a prospective basis with retrospective application permitted. Management is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures.
2. Revenues:
Deferred Revenue
The following table provides the balances of receivables (in millions):
| June 30, 2025 | September 30, 2024 | ||||||||||
Current Assets: | |||||||||||
Receivables related to contracts with customers | $ | $ | |||||||||
Miscellaneous receivables(a) | |||||||||||
Total receivables | $ | $ | |||||||||
(a)Refer to Note 8. Commitments and Contingencies for additional information.
See Note 9. Operating Segments for a disaggregation of sales by segment, type and geographical region.
3. Inventories:
Inventories consist of the following (in millions):
| June 30, 2025 | September 30, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
Work in process | |||||||||||
Raw materials and supplies(a) | |||||||||||
Total inventories(b) | $ | $ | |||||||||
(a)Excludes certain raw materials and supplies of $42.1 million and $42.2 million as of June 30, 2025 and September 30, 2024, respectively, that are not expected to be consumed within the next twelve months, included in Other noncurrent assets in the Consolidated Balance Sheets.
(b)Refer to Note 1. Accounting Policies and Basis of Presentation for details of the Fortress disposition during the period ended June 30, 2025.
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4. Property, Plant and Equipment, Net:
Property, plant and equipment, net, consists of the following (in millions):
| June 30, 2025 | September 30, 2024 | ||||||||||
| Land, buildings and structures, and leasehold improvements | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Office furniture and equipment | |||||||||||
| Mineral interests | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation and depletion | ( | ( | |||||||||
Property, plant and equipment, net(a) | $ | $ | |||||||||
(a)Refer to Note 1. Accounting Policies and Basis of Presentation for details of the Fortress disposition during the period ended June 30, 2025.
5. Goodwill and Other Intangible Assets:
Changes in the carrying amount of goodwill are summarized as follows (in millions):
| Corporate & Other | ||||||||
| Balance as of September 30, 2024 | $ | |||||||
| Foreign currency translation adjustment | ||||||||
| Balance as of June 30, 2025 | $ | |||||||
During the three and nine months ended June 30, 2025, the Company recorded a loss on impairment, net, of $0 and $53.0 million, respectively, related to Fortress customer relationships and trade name definite-lived intangible assets of $52.9 million and $0.1 million, respectively. On May 30, 2025, the Company finalized the sale of the remaining Fortress-related assets, including the remaining $2.2 million of indefinite-lived in-process research and development intangible asset (see Note 1 for further information).
As of June 30, 2025 and September 30, 2024, net intangible assets were $24.6 million and $82.5 million, respectively. Accumulated amortization as of June 30, 2025 and September 30, 2024 was $30.0 million and $31.9 million, respectively. For the three months ended June 30, 2025 and June 30, 2024, aggregate amortization expense was $0.4 million and $1.0 million, respectively, and $2.4 million and $3.3 million for the nine months ended June 30, 2025 and June 2024, respectively. Aggregate amortization expense is projected to be between $1.0 million and $3.0 million per fiscal year over the next five years .
6. Income Taxes:
The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), nondeductible executive compensation over $1 million, foreign income, mining and withholding taxes, base erosion and anti-abuse tax, and valuation allowances recorded on deferred tax assets.
The effective tax rates applied to the nine months ended June 30, 2025 were determined by excluding the U.S. losses from the overall estimated annual effective tax rate computations and a separate estimated annual effective tax rate was computed and applied to the ordinary U.S. losses.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended June 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future income. On the basis of this evaluation, during the nine months ended June 30, 2025, an additional valuation allowance of $29.0 million has been recorded to recognize only the portion of the U.S. deferred tax assets that is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for income.
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As of June 30, 2025 and September 30, 2024, the Company had $79.6 million and $76.4 million, respectively of gross federal NOL carryforwards that have no expiration date and $7.0 million and $6.1 million at June 30, 2025 and September 30, 2024, respectively of net operating tax-effected state NOL carryforwards which expire beginning in 2031.
Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for fiscal years 2002-2019. The reassessments are a result of ongoing audits and total $210.4 million, including interest, through June 30, 2025. The Company disputes these reassessments and continues to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company has posted collateral in the form of a $160.5 36.5
The Company could be required by local regulations to provide security for additional interest on the above unresolved disputed amounts and for any future reassessments issued by these Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the disputes are resolved.
The Company expects that the ultimate outcome of these matters will not have a material impact on its results of operations or financial condition. However, the Company can provide no assurance as to the ultimate outcome of these matters, and the impact could be material if they are not resolved in the Company’s favor. As of June 30, 2025, the Company believes it has adequately reserved for these reassessments.
Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions.
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. The Company is evaluating the effects of these changes and other provisions of this legislation on our consolidated financial statements; however, the Company does not expect the changes resulting from the tax provisions in OBBBA will have a material impact on its results of operations due to the timing of its fiscal year reporting.
7. Long-Term Debt and Finance Lease Liabilities:
Total long-term carrying value of debt and finance lease liabilities consists of the following (in millions):
| June 30, 2025 | September 30, 2024 | ||||||||||
| Secured Debt: | |||||||||||
| Term Loan due May 2028 | $ | $ | |||||||||
| Revolving Credit Facility due May 2028 | |||||||||||
| Subordinated Debt: | |||||||||||
| AR Securitization Facility expires March 2027 | |||||||||||
| Total principal amount of debt | |||||||||||
| Finance lease liabilities | |||||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Total carrying value of debt and finance lease liabilities | |||||||||||
| Current portion of long-term debt | ( | ||||||||||
| Current portion of finance lease liabilities | ( | ( | |||||||||
| Total long-term carrying value of debt and finance lease liabilities | $ | $ | |||||||||
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Senior Notes Offering
On June 16, 2025, the Company issued $650.0 million aggregate principal amount of its 8.00 % Senior Notes due 2030 in a private offering, pursuant to an indenture, dated June 16, 2025 (the “2030 Notes”), among the Company, the subsidiary guarantors named therein and Computershare Trust Company, N.A., as trustee. The 2030 Notes are senior unsecured obligations, with interest payable semi-annually on January 1 and July 1, commencing January 1, 2026. The Notes are guaranteed by certain of the Company’s domestic subsidiaries. The 2030 Notes will mature on June 16, 2030. The Company incurred $13.3 million in deferred financing costs, including arrangement, legal and other fees, and will be amortized to interest expense over the 5-year term of the 2030 Notes.
The Company used the net proceeds from the 2030 Notes to (i) repay all outstanding amounts under its senior secured credit facility, including $43.5 million under the revolving credit facility and $191.3 million under the term loan, (ii) redeem approximately $350.0 million of its outstanding 6.75 % Senior Notes due 2027 (the “2027 Notes”) at a redemption price of 101.125 % of the principal amount, plus accrued and unpaid interest, (iii) pay transaction-related fees and expenses, (iv) increase cash on its balance sheet, and (v) for general corporate purposes. The redemption, completed on June 17, 2025, resulted in a loss on debt extinguishment of $5.7 3.9 1.8 150.0 million of the 2027 Notes remain outstanding and continue to accrue interest, payable semi-annually on June 1 and December 1, with unamortized deferred financing costs of $0.8 million as of June 30, 2025.
Prior to July 1, 2027, the Company may redeem some or all of the 2030 Notes up to 40 % of the aggregate principal amount with equity offering proceeds at a redemption price equal to 108 % of the principal amount, plus accrued and unpaid interest, subject to certain conditions. On or after July 1, 2027, the Company may redeem some or all of the 2030 Notes at 104 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after July 1, 2029, plus accrued and unpaid interest to the redemption date.
The indenture governing the 2030 Notes contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
Amended and Restated Credit Agreement
On June 16, 2025, the Company entered into the fifth amendment to its 2023 Credit Agreement, originally dated April 20, 2016, as amended (the “Amended and Restated 2023 Credit Agreement”). The amendment, among other things, (i) fixed the aggregate revolving commitments at $325.0 million, eliminating the automatic periodic step-downs previously included in the December 12, 2024, amendment to the 2023 Credit Agreement, which had scheduled reductions to $250.0 million by July 1, 2026, (ii) permitted the issuance of the 2030 Notes, with net proceeds used to prepay all outstanding loans under the Existing Amended and Restated Credit Agreement, including $43.5 million outstanding under the revolving credit facility and $191.3 million outstanding under the term loan, plus accrued and unpaid interest, (iii) permitted the Company to utilize certain baskets under covenants restricting the incurrence of indebtedness, liens, investments, dividends, and junior debt prepayments, and (iv) modified the financial maintenance covenants, which are tested on a quarterly basis, as follows: (A) replace the current leverage-based covenant, which required compliance with a maximum ratio of consolidated total net indebtedness to consolidated EBITDA of 6.50 x (with a step-down to 5.75 x on December 31, 2025, and a further step-down to 4.75 x on March 31, 2026) with a leverage-based covenant which requires compliance with a maximum ratio of consolidated first lien net indebtedness to consolidated EBITDA of 2.75 x (with a step-down to 2.50 x on December 31, 2025) and (B) lower the required minimum ratio of consolidated EBITDA to consolidated interest expense from 2.00 x (with a step-up to 2.25 x on March 31, 2026) to 1.50 x. In connection with the prepayment of the term loan, the Company recorded a loss on debt extinguishment of $1.9
The revolving credit facility under the Amended and Restated 2023 Credit Agreement is secured by substantially all existing and future U.S. assets of the Company, the Goderich mine in Ontario, Canada, and capital stock of certain subsidiaries. Borrowings, if any, accrue interest at a rate per annum based on, at the Company’s option, the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, Canadian Prime Rate, or Sterling Overnight Index Average, plus applicable margins, subject to a floor of 0.0 %. As of June 30, 2025, no borrowings were outstanding under the revolving credit facility. Also, as of June 30, 2025, outstanding letters of credit totaling $15.7 million reduced available borrowing capacity to $309.3 million.
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As of September 30, 2024, the weighted average interest rate on all borrowings outstanding under the Amended and Restated 2023 Credit Agreement was approximately 7.7 %. Depending on the type, borrowings under the Amended and Restated 2023 Credit Agreement accrued interest at a rate per annum between 7.3 % and 9.5 % as of September 30, 2024.
Prior Amendment to the Credit Agreement
On December 12, 2024, the Company entered into an amendment to its 2023 Credit Agreement, which, among other things, eased the restrictions of certain covenants contained in the agreement. The amendment included increasing the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the amended 2023 Credit Agreement) to 6.5 x as of the last day of any quarter through the fiscal quarter ended September 30, 2025, then gradually stepping down to 4.50 x for the fiscal quarter ended December 31, 2026 and thereafter. The amendment also decreased the Revolving Commitments (as defined in the Existing Credit Agreement) from $375 million to $325 million with additional reductions stepping down to $250 million on July 1, 2026. In connection with this amendment, the Company paid fees totaling $2.0 million, which were capitalized as deferred financing costs and will be amortized to interest expense over the term of the amended 2023 Credit Agreement. Additional arrangement and legal fees of $0 and $1.0 million were recorded to Other expense during the three and nine months ended June 30, 2025, respectively.
Covenant Compliance and Other Information
The consolidated total net leverage ratio, as defined in the Amended and Restated 2023 Credit Agreement, represents the ratio of consolidated total net debt (aggregate principal amount of total debt, net of unrestricted cash not to exceed $100.0 million) to consolidated adjusted earnings before interest, taxes, depreciation, and amortization. The Amended and Restated 2023 Credit Agreement requires compliance with certain financial covenants, including a maximum Consolidated First Lien Net Leverage Ratio and minimum Consolidated Interest Coverage Ratio, tested quarterly. As of June 30, 2025, the Company was in compliance with these covenants.
Future maturities of long-term debt are as follows (in millions):
| Period or Fiscal Year Ending: | Principal Amount of Debt | |||||||
| Three months ending September 30, 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total | $ | |||||||
8. Commitments and Contingencies:
The Company is subject to legal and administrative proceedings and claims of various types from the ordinary course of the Company’s business. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.
Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position given current insurance coverage, except as otherwise described in Note 6. Income Taxes and this Note 8.
On October 21, 2022, a putative securities class was filed in the United States District Court for the District of Kansas. The lawsuit alleges that the Company and certain former executives of the Company made misleading statements and that shareholders were damaged by these statements. Plaintiffs filed an Amended Complaint on March 13, 2023. On February 7, 2025, the parties reached an agreement in principle to resolve the matter. On March 27, 2025, the parties entered into a Joint Stipulation of Settlement. A motion for preliminary approval of the settlement was filed with the court on March 28, 2025, and
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was granted by the court on April 7, 2025. A motion for final approval of the settlement was filed with the court on June 25, 2025. On July 30, 2025, the court held a hearing at which it approved the settlement of $48.0 million, including fees and expenses awarded to lead counsel and plaintiffs. The Company’s insurers have consented to and committed to pay the agreed upon settlement. The Company has recorded a liability and corresponding insurance recoveries, included in Receivables, in its Consolidated Balance Sheets as of June 30, 2025.
On February 1, 2023, a shareholder derivative lawsuit was filed in the District of Kansas by an individual shareholder, purportedly on behalf of the Company. The lawsuit alleges that certain directors and executives breached their fiduciary duties to shareholders by failing to prevent the dissemination of misstatements and omissions from October 30, 2017, to November 18, 2018. The parties have stipulated to stay this matter through the discovery stage of the putative securities class action. On October 30, 2024, an additional shareholder derivative lawsuit was filed in the District of Kansas by an individual shareholder, purportedly on behalf of the Company. The lawsuit alleges that certain directors and executives breached their fiduciary duties to shareholders by willfully or recklessly causing the Company to make false and/or misleading statements and/or omissions of material fact from October 31, 2017, to October 21, 2022. On February 28, 2025, this matter was consolidated with the derivative matter filed on February 1, 2023. On May 27, 2025, the parties reached an agreement in principle to resolve the consolidated derivative lawsuit in exchange for the Company’s agreement to adopt certain corporate governance reforms. A motion for preliminary approval of the settlement was filed with the court on July 14, 2025.
On April 24, 2024, a putative securities class action was filed in the United States District Court for the District of Kansas. The complaint alleges that the Company and certain individuals made materially false and misleading statements regarding Fortress North America and that shareholders were damaged by these statements. On December 12, 2024, the court appointed lead plaintiff and counsel. Plaintiffs filed an Amended Complaint on February 10, 2025. The parties have executed a preliminary settlement agreement dated June 30, 2025, to resolve the matter, which has been consented to by the Company’s insurers. The court granted preliminary approval of the settlement on July 25, 2025, and scheduled a hearing on November 4, 2025, to consider any objections and whether to finally approve the settlement.
On October 30, 2024, a shareholder derivative lawsuit was brought against certain current and former officers and directors of the Company, purportedly on behalf of the Company. The lawsuit alleges that from November 29, 2023 to March 22, 2024, certain current and former officers and directors willfully or recklessly caused the Company to make false and/or misleading statements and/or omissions of material fact regarding the Company’s fire-retardant business. On April 9, 2025, an additional derivative lawsuit was brought against certain current and former officers and directors of the Company, purportedly on behalf of the Company. The lawsuit alleges that certain current and former officers and directors caused Compass Minerals to make misleading statements regarding the Company’s fire-retardant business. In an order dated June 3, 2025, the court consolidated the two derivative actions for the discovery phase of the actions. By order dated June 25, 2025, the court extended plaintiffs’ time to file a consolidated complaint until July 30, 2025, and set August 29, 2025, as the deadline for defendants to respond to the consolidated complaint. On July 30, 2025, the plaintiffs in the consolidated derivative action filed a verified amended consolidated shareholder derivative complaint asserting claims that certain statements made between February 8, 2023 until March 25, 2024 about the Company’s fire retardant business were false and/or misleading. The amended complaint asserts five claims: (1) violation of Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”); (2) breach of fiduciary duty; (3) unjust enrichment; (4) waste of corporate assets; and (5) for contribution under Sections 10(b) and 21D of the Exchange Act (against certain former directors and officers). Pursuant to the current scheduling order, the defendant’s response to the amended complaint is due August 29, 2025.
The Company previously had contingent consideration liabilities related to the Fortress acquisition. As a result of the Company’s exit of the Fortress business, a non-cash gain of $7.9 million was recorded during the nine months ended June 30, 2025 to reduce the fair value of the contingent consideration liability to zero . Refer to Note 1. Accounting Policies and Basis of Presentation for additional information.
On October 25, 2024, the Company issued a recall for specific production lots of food-grade salt produced at its Goderich Plant following a customer report of a non-organic, foreign material in its product. The Company subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18 and November 6, 2024. The Company followed recall protocol and notified its BRCGS Global Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). The Company has completed its investigation and continues to assess the scope and magnitude of customer claims related to the recall. At this time, based on currently available information and its applicable insurance coverage, the Company does not believe any incremental losses will have a material adverse effect on its results of operations or cash flows in future periods. The recall in the United States, supervised by the FDA, is complete and the matter is closed with FDA. The CFIA has conducted a follow-up inspection of the Goderich Plant to verify compliance with regulatory requirements and identified no non-compliances.
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9. Operating Segments:
The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. For the three and nine months ended June 30, 2025 and June 30, 2024, the Company has presented two
Segment information is as follows (in millions):
| Three Months Ended June 30, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
Operating earnings (loss)(b)(c)(d) | ( | |||||||||||||||||||||||||
| Depreciation, depletion and amortization | ( | |||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
Operating earnings (loss)(b)(c)(d) | ( | ( | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
| Nine Months Ended June 30, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
Operating earnings (loss)(b)(c)(d) | ( | |||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
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| Nine Months Ended June 30, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
Operating earnings (loss)(b)(c)(d) | ( | ( | ( | |||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
Disaggregated revenue by product type is as follows (in millions):
| Three Months Ended June 30, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended June 30, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended June 30, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
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| Nine Months Ended June 30, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Fire Retardant | ||||||||||||||||||||||||||
| Revenue from Services | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Corporate and Other includes corporate entities, records management operations, the Fortress fire retardant business, equity method investments, prior-year lithium costs and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead, including costs for general corporate governance and oversight, prior-year lithium-related expenses, as well as costs for the human resources, information technology, legal and finance functions.
(b)Corporate operating results were impacted by costs related to a product recall of $0.2 million and $2.0 million for the three and nine months ended June 30, 2025, respectively. Corporate operating results were also impacted by declines in the valuation of the Fortress contingent consideration. The Company recorded net gains of $7.9 million for the nine months ended June 30, 2025, and $0.9 million and $23.1 million for the three and nine months ended June 30, 2024, respectively, related to the Fortress contingent consideration valuation.
(c)The Company recorded impairment of $0.7 million and $53.7 million related to the exit of the Fortress fire retardant business for the three and nine months ended June 30, 2025, respectively, which impacted operating results. Refer to Note 1. Accounting Policies and Basis of Presentation for additional details. The Company also recorded impairments of $175.8 million related to the impairment of Plant Nutrition goodwill, Fortress assets and goodwill and lithium development assets for the nine months ended June 30, 2024, which impacted operating results.
The Company’s revenue by geographic area is as follows (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| Revenue | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
United States(a) | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| United Kingdom | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
10. Stockholders’ Equity and Equity Instruments:
Equity Compensation Awards
The 2020 Incentive Award Plan (as amended from time to time, the “2020 Plan”) provides for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, deferred stock units and other equity-based awards.
Stock-based compensation expense recorded in selling, general and administrative expenses in the Consolidated Statements of Operations was $2.7 million and $0.6 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $8.6 million and $17.8 million for the nine months ended June 30, 2025 and June 30, 2024, respectively. Stock-based compensation expense recorded in other operating expense (income) in the Consolidated Statements of Operations due to restructuring was $(2.1 ) million and $(0.8 ) million (includes $0.5 1.3 ) million and $(9.7 ) million (includes $1.8 7.2 million of total estimated unrecognized compensation cost, assuming attainment of the performance target estimates, related to stock-based compensation arrangements expected to be recognized over a weighted average period of approximately 1.5 years.
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Non-Employee Director Compensation. Non-employee directors may defer all or a portion of the fees payable for their service into deferred stock units, equivalent to the value of the Company’s common stock. The annual fees related to the director’s equity compensation were granted in deferred stock units or restricted stock units and will vest on the earlier of the day immediately preceding the Issuer's next annual meeting (as long as the meeting is held at least 50 weeks from the grant date) and the first anniversary of the grant date. In relation to these annual fees, the Company granted 47,620 RSUs and 22,322 deferred stock units to the Board of Directors during the nine months ended June 30, 2025. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the Director’s annual election. During the nine months ended June 30, 2025, common shares of 48,192 were issued from treasury shares for Board of Director compensation related to quarterly fees payable and the release of deferred stock units.
RSUs. During the nine months ended June 30, 2025, the Company granted 874,938 RSUs which vest after to three years of service entitling the holders to one share of common stock for each vested RSU. The unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions that may be declared on the Company’s common stock equal to the per-share dividend declared. The closing stock price on the date of each grant was used to determine the fair value of RSUs.
PSUs. During the nine months ended June 30, 2025, the Company granted 289,941 PSUs based upon certain performance criteria and metrics (“2025 Scorecard PSUs”). The actual number of shares of common stock that may be earned with respect to 2025 Scorecard PSUs is calculated based upon the attainment of certain thresholds for free cash flow and return on capital employed during each year of the three-year performance period and may range from 0 % to 200 % for each measure. Additionally, a modifier will increase or decrease the payout by 20 % based upon relative total shareholder return against the Company’s peer group.
To estimate the fair value of the 2025 Scorecard PSUs on the grant date, the Company used a Monte-Carlo simulation model. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The input for the expected stock price volatility ranged from 44 % to 49 % based on the respective grant dates. In addition, the Company used inputs for the risk-free rate that ranged from 3.9 % to 4.2 % based on the respective grant dates, expected dividend yield of 0 %, and the Company’s closing stock price on the grant date to estimate the fair value of the 2025 Scorecard PSUs. The Company will adjust the expense of the 2025 Scorecard PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period.
Options. Substantially all of the stock options granted vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years . Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock.
The following table summarizes stock-based compensation activity during the nine months ended June 30, 2025:
| Stock Options | RSUs | PSUs(a) | ||||||||||||||||||||||||||||||||||||
| Number | Weighted-average exercise price | Number | Weighted-average fair value | Number | Weighted-average fair value | |||||||||||||||||||||||||||||||||
Outstanding at September 30, 2024 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Exercised(b) | ||||||||||||||||||||||||||||||||||||||
Released from restriction(b) | ( | |||||||||||||||||||||||||||||||||||||
| Cancelled/expired | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Outstanding at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(a)Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that level represent one share of common stock per PSU.
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Accumulated Other Comprehensive Loss (“AOCL”)
The Company’s comprehensive income (loss) is comprised of net loss, net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized gain (loss) on natural gas and foreign currency cash flow hedges and currency translation adjustment (“CTA”). The components of and changes in AOCL are as follows (in millions):
Nine Months Ended June 30, 2025(a) | Gains and (Losses) on Cash Flow Hedges | Defined Benefit Pension | Other Post-Employment Benefits | Foreign Currency | Total | ||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
Other comprehensive loss before reclassifications(b) | ( | ( | ( | ||||||||||||||||||||||||||
Amounts reclassified from AOCL(c) | ( | ||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
(a)With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes.
(b)The Company recorded foreign exchange gain of $0.2 million in the nine months ended June 30, 2025, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature.
11. Derivative Financial Instruments:
The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. The Company manages a portion of its commodity pricing risks and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into foreign exchange contracts to mitigate foreign exchange risk. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company enters into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in its Consolidated Balance Sheets. The assets and liabilities recorded as of June 30, 2025 and September 30, 2024 were not material.
Natural Gas Derivative Instruments
Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. The Company seeks to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90 % of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of June 30, 2025, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through September 2026. As of June 30, 2025 and September 30, 2024, the Company had agreements in place to hedge forecasted natural gas purchases of 1.4 million and 2.3 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of June 30, 2025 and September 30, 2024 qualified and were designated as cash flow hedges. As of June 30, 2025, the Company expects to reclassify from AOCL to earnings during the next twelve months $0.3 million of net
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losses on derivative instruments related to its natural gas hedges. Refer to Note 12. Fair Value Measurements for the estimated fair value of the Company’s natural gas derivative instruments as of June 30, 2025.
The following tables present the fair value of the Company’s derivatives (in millions):
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | June 30, 2025 | Consolidated Balance Sheet Location | June 30, 2025 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.7 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | September 30, 2024 | Consolidated Balance Sheet Location | September 30, 2024 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.6 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
12. Fair Value Measurements:
The Company’s financial instruments are measured and reported at their estimated fair values. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (Level 1 inputs) or, absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs), except as stated below.
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Recurring Fair Value Measurements
The following table summarizes the fair value hierarchy for each type of instrument carried at fair value on a recurring basis (in millions):
| Fair Value Measurements at June 30, 2025 Using | |||||||||||||||||||||||
| Total Carrying Value at June 30, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | ||||||||||||||||||||
| Asset Class: | |||||||||||||||||||||||
Mutual fund investments in a non-qualified savings plan(a)(b) | $ | $ | $ | $ | |||||||||||||||||||
| Derivatives – natural gas instruments, net | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liability Class: | |||||||||||||||||||||||
| Derivatives - natural gas instruments, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Liabilities related to non-qualified savings plan | ( | ( | |||||||||||||||||||||
| Total liabilities at fair value | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
(a)Includes mutual fund investments of approximately 25 % in common stock of large-cap U.S. companies, 5 % in common stock of small to mid-cap U.S. companies, 10 % in bond funds, 20 % in short-term investments and 40 % in blended funds.
(b)The investments related to a non-qualified deferred compensation arrangement on behalf of certain members of management. The Company has a liability for the related-party transaction recorded on Other noncurrent liabilities for deferred compensation obligation.
Valuation Techniques: The Company holds marketable securities associated with its deferred contribution and pre-tax savings plans, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices and foreign exchange rates (see Note 11. Derivative Financial Instruments). The fair values of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts.
Other Fair Value Measurements
The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value (in millions):
| Fair Value Measurements at June 30, 2025 Using | |||||||||||||||||||||||
| Total Carrying Value at June 30, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Valuation Techniques: Observable market-based inputs were used to estimate fair value for Level 2 inputs, based on available trading information. Cash and cash equivalents, receivables (net of allowance for doubtful accounts) and accounts payable are carried at cost, which approximates fair value due to their liquid and short-term nature.
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The following fair value hierarchy table summarizes the Company’s assets that were written down to their fair value on a nonrecurring basis (in millions):
| Fair Value Measurements at the Measurement Date Using | ||||||||||||||||||||
| Measurement Date | Total Carrying Value at Measurement Date | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | Total Gains (Losses) | |||||||||||||||
| Intangible assets, net | ||||||||||||||||||||
Definitive-lived intangible assets(a) | March 31, 2025 | $ | $ | $ | $ | $ | ( | |||||||||||||
| Property, plant, and equipment, net | ||||||||||||||||||||
Property, plant and equipment, net(b) | June 30, 2025 | $ | $ | $ | $ | $ | ( | |||||||||||||
(a) At March 31, 2025, the Company recorded an impairment loss of $53.0 million related to definite-lived intangible assets after determining that no future cash flows were expected from these assets. As a result, the Fortress definite-lived intangible assets were assigned a fair value of zero using the income approach under ASC 820, Fair Value Measurement (see Note 1. Accounting Policies and Basis of Presentation for further information).
(b) At June 30, 2025, Fortress-related property, plant, and equipment, net with a carrying value of $0.7 million was written down to their fair value of $0 , resulting in a Loss on impairment, net of $0.7 million, due to no future expected use of property, plant, and equipment, net at June 30, 2025.
13. Earnings per Share:
On April 22, 2024, the Board of Directors determined not to declare dividends for the foreseeable future in order to align the Company’s capital allocation priorities with its corporate focus on accelerating cash flow generation and debt reduction. The Company calculated earnings per share using the treasury stock method during the three and nine months ended June 30, 2025. The Company calculated earnings per share using the two-class method during the three and nine months ended June 30, 2024. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings (loss) per common share (in millions, except for share and per-share data):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Less: net earnings allocated to participating securities(a) | ( | ||||||||||||||||||||||
Net loss available to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator (in thousands): | |||||||||||||||||||||||
Weighted-average common shares outstanding, shares for basic earnings per share(b) | |||||||||||||||||||||||
Weighted-average awards outstanding | |||||||||||||||||||||||
| Shares for diluted earnings per share | |||||||||||||||||||||||
| Basic net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a)Weighted participating securities include RSUs and PSUs that receive non-forfeitable dividends and consist of 632,000 and 698,000 weighted participating securities for the three and nine months ended June 30, 2024, respectively.
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14. Related Party Transactions:
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: our mining and industrial operations; geological conditions; weather conditions; our continued ability to access ambient lake brine in the Great Salt Lake; dependency on a limited number of key production and distribution facilities and critical equipment; the inability to fund necessary capital expenditures or successfully complete capital projects; uncertainties in estimating our economically recoverable reserves and resources; the useful life of our mine properties; conversion of mineral resources into mineral reserves; strikes, other forms of work stoppage or slowdown or other union activities; supply constraints or price increases for energy and raw materials used in our production processes; our indebtedness and inability to pay our indebtedness; restrictions in our debt agreements that may limit our ability to operate our business or require accelerated debt payments; tax liabilities; the inability of our customers to access credit or a default by our customers of trade credit extended by us; financial assurance requirements; our payment of any dividends; the seasonal demand for our products; the impact of anticipated changes in potash product prices and customer application rates; the impact of competition on the sales of our products; inflation risks; increasing costs or a lack of availability of transportation services; risks associated with our international operations and sales, including the impact of any tariffs and changes in currency exchange rates; conditions in the sectors where we sell products and supply and demand imbalances for competing products, including the impact of any tariffs; our rights and governmental authorizations to mine and operate our properties; risks related to unanticipated litigation or investigations or pending litigation or investigations or other contingencies; compliance with environmental, health and safety laws and regulations; environmental liabilities; compliance with foreign and United States (“U.S.”) laws and regulations related to import and export requirements and anti-corruption laws; changes in laws, industry standards and regulatory requirements, including any changes in tariffs imposed; product liability claims and product recalls; misappropriation or infringement claims relating to intellectual property; inability to obtain required product registrations or increased regulatory requirements; our ability to successfully implement our strategies; risks related to labor shortages and the loss of key personnel; a compromise of our computer systems, information technology or operations technology or the inability to protect confidential or proprietary data; climate change and related laws and regulations; our ability to expand our business through acquisitions and investments, realize anticipated benefits from acquisitions and investments and integrate acquired businesses; outbreaks of contagious disease or similar public health threats; domestic and international general business and economic conditions; our ability to successfully remediate the material weakness in our internal controls over financial reporting disclosed in this Form 10-Q; and other risks referenced from time to time in this report and our other filings with the Securities and Exchange Commission (the “SEC”), including Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the annual period ended September 30, 2024 (“2024 Form 10-K”).
In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms or other comparable terminology. Forward-looking statements include without limitation statements about our outlook, including expected sales volumes and costs; existing or potential capital expenditures; capital projects and investments; the industry and our competition; projected sources of cash flow; potential legal liability; proposed or recently enacted legislation and regulatory action; the seasonal distribution of working capital requirements; our reinvestment of foreign earnings outside the U.S.; payment of future dividends and ability to reinvest in our business; our ability to optimize cash accessibility, minimize tax expense and meet debt service requirements; future tax payments, tax refunds and valuation allowances; leverage ratios; realization of potential savings from our restructuring activities; outcomes of matters with taxing authorities; the effects of currency fluctuations and inflation, including our ability to recover inflation-based cost increases; the seasonality of our business; and the effects of climate change. These forward-looking statements are only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.
Unless the context requires otherwise, references to the “Company,” “Compass Minerals,” “our,” “us” and “we” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries. Except where
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otherwise noted, references to North America include only the continental U.S. and Canada, and references to the United Kingdom (“U.K.”) include only England, Scotland and Wales. Except where otherwise noted, all references to tons refer to “short tons” and all amounts are in U.S. dollars. One short ton equals 2,000 pounds and one metric ton equals 2,204.6 pounds. Compass Minerals and Protassium+ and combinations thereof, are trademarks of CMI or its subsidiaries in the U.S. and other countries.
Critical Accounting Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting practices (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. We have identified the critical accounting policies and estimates that we believe are most important to the portrayal of our financial condition and results of operations. The policies set forth below require significant subjective or complex judgments by management, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
On March 25, 2025, we took measures to align our cost structure to our current business needs as part of a larger strategic refocus to improve the profitability of our core Salt and Plant Nutrition businesses, including the process of exiting the Fortress North America, LLC (“Fortress”) fire retardant business and terminating the employment of all Fortress employees.
As a result of the above items impacting Fortress, we determined that there were indicators of impairment with the associated Fortress intangible assets. Therefore, we tested these intangibles for impairment. As there were no future cash flows expected related to these intangible assets, customer relationships was determined to have a fair value of zero using an income approach under ASC 820, Fair Value Measurement (Level 3 inputs, see Note 12. Fair Value Measurements in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q). Consequently, we recorded an impairment loss of $0 and $53.0 million, recorded in Loss on impairments, net on the Consolidated Statements of Operations for the three and nine months ended June 30, 2025, respectively.
Additionally, we performed an impairment test on the remaining Fortress asset group (including property, plant, and equipment (“PP&E”), inventory and in-process research and development (“IPR&D”)), with a carrying amount of $19.7 million. The impairment test under ASC 360, Property, Plant Equipment and Other Assets, compared the asset group’s undiscounted cash flows to its carrying amount. We determined the fair value of the asset group using a market approach under ASC 820, Fair Value Measurement. The fair value of the asset group was based on relevant third-party non-binding offers received for the specific asset group (Level 2 inputs, see Note 12. Fair Value Measurements in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q). The asset group (PP&E, inventory and IPR&D) was not impaired as its fair value, based on market indications, approximated or exceeded its carrying value. The fair value estimates involved significant estimates and assumptions, which may differ from actual outcomes. At June 30, 2025, the Company performed an impairment test on the remaining Fortress asset group related to property, plant, and equipment and recorded a loss on impairment, net of $0.7 million, during the three and nine months ended June 30, 2025.
A discussion of our critical accounting estimates used in preparation of our consolidated financial statements is presented under the heading "Management’s Discussion of Critical Accounting Policies and Estimates" in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K.
Company Overview
Compass Minerals is a leading global provider of essential minerals, including salt, sulfate of potash (“SOP”) specialty fertilizer and magnesium chloride. As of June 30, 2025, we operate 12 production and packaging facilities, including:
•The largest rock salt mine in the world in Goderich, Ontario, Canada;
•The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire;
•A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere; and
•Several mechanical evaporation facilities producing consumer and industrial salt.
Our Salt segment provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other salt-based products for consumer, industrial, chemical and agricultural applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.
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Our Plant Nutrition segment produces and markets SOP products in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. We market our SOP under the trade name Protassium+®.
In May 2023, we completed the purchase of Fortress, a fire retardant company working to develop long-term aerial and ground fire retardant products to help combat wildfires. As discussed in Note 1. Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, we exited the fire retardant business and recorded a $0 and $53.0 million loss on impairment of long-lived assets during the three and nine months ended June 30, 2025, respectively. At June 30, 2025, the Company performed an impairment test on the remaining Fortress asset group related to property, plant, and equipment and recorded a loss on impairment, net of $0.7 million, during the three and nine months ended June 30, 2025.
We continue to monitor the effects of the recent tariffs imposed by the U.S. administration during the second quarter of 2025, the reciprocal tariffs and retaliatory tariffs imposed by other countries, and the impact on our business. Our salt and fertilizer production in Canada is qualified under the United States-Mexico-Canada (“USMCA”) trade agreement. Accordingly, our exports from Canada into the United States are exempt from tariffs at this time.
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. We are evaluating the effects of these changes and other provisions of this legislation on our consolidated financial statements; however, we do not expect the changes resulting from the tax provisions in OBBBA will have a material impact on the Company’s results of operations due to the timing of our fiscal year reporting.
Consolidated Results of Continuing Operations
The following is a summary of our consolidated results of continuing operations for the three and nine months ended June 30, 2025 and June 30, 2024, respectively. The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.
THREE AND NINE MONTHS ENDED JUNE 30
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Commentary: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
•Total sales increased 6%, or $11.7 million, due to higher Salt and Plant Nutrition segment sales. The increase in sales for Salt reflected higher deicing and consumer and industrial sales volumes, which was partially offset by lower combined average sales prices. Plant Nutrition sales increased from the prior year due to an increase in sales volumes, partially offset by lower average sales prices.
•Operating income of $15.9 million improved $10.0 million from $5.9 million in the prior-year period, primarily reflecting higher Salt and Plant Nutrition operating earnings. Salt operating earnings increased $2.2 million as higher sales volumes and lower per-unit product costs were partially offset by lower average sales prices. Plant Nutrition operating income improved from a prior period operating loss primarily due to higher sales volumes and lower per-unit product costs, which were partially offset by lower average sales prices and higher per-unit distribution costs.
•Diluted net loss per common share of $0.41 improved by $0.64 from $1.05 loss per common share in the prior-year period.
Commentary: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
•Total sales increased 12%, or $107.8 million, due to higher Salt and Plant Nutrition segment sales, partially offset by lower sales by the Fortress fire retardant business. The increase in Salt sales was primarily driven by higher sales volumes, partially offset by lower combined average sales prices. The increase in Plant Nutrition sales from the prior year primarily reflects higher sales volumes, partially offset by lower average sales price. The results of operations of the Fortress business include sales of $14.6 million for the nine months ended June 30, 2024, and no sales in fiscal 2025. On May 30, 2025, we completed the sale of the Fortress fire retardant assets.
•Operating income of $13.3 million increased $100.3 million from an operating loss of $87.0 million in the prior-year period, primarily reflecting the impairment related to the exit of the Fortress fire retardant business (see Note 1. Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q). Corporate and Other operating loss decreased from the prior year primarily due to the prior year $74.8 million lithium asset impairment and $50.0 million of goodwill, long-lived asset and inventory impairments related to the Fortress business, partially offset by the current year Fortress asset impairments of $53.7 million. These operating losses were partially offset by the net non-cash reduction in our Fortress-related contingent consideration of $7.9 million in the current year and $23.1 million in the prior year. Plant Nutrition operating loss decreased due primarily to a prior year $51.0 million goodwill impairment, higher current year sales prices and lower per-unit product costs, which were partially offset by higher distribution costs. In addition, Salt operating earnings decreased due to lower average sales prices and higher per-unit product costs, which were partially offset by higher Salt sales volumes.
•Diluted net loss per common share of $1.74 decreased by $2.09 from $3.83 loss per common share in the prior-year period.
THREE AND NINE MONTHS ENDED JUNE 30
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Commentary: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Gross Profit: Increased 26%, or $8.6 million; Gross Margin increased 3 percentage points to 19%
•Salt segment gross profit increased $2.2 million primarily due to higher sales volumes and lower per-unit product costs, which were partially offset by lower combined average sales prices (see Salt operating results).
•The gross profit of the Plant Nutrition segment increased $5.9 million due to higher sales volumes and lower per-unit product costs, which were partially offset by higher distribution costs and lower average sales prices (see Plant Nutrition operating results).
Commentary: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
•Salt segment gross profit decreased $17.9 million, primarily due to lower average sales prices and higher per-unit product costs, partially offset by higher sales volumes (see Salt operating results).
•The gross profit of the Plant Nutrition segment increased $4.7 million due to higher sales volumes and lower per-unit product costs, partially offset by lower average sales prices and higher per-unit distribution costs (see Plant Nutrition operating results).
•Gross profit was also unfavorably impacted by earnings in the prior period related to the Fortress fire retardant business in May 2023.
OTHER EXPENSES AND INCOME
Commentary: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
SG&A: Decreased $3.5 million; Decreased 2.4 percentage points as a percentage of sales from 13.6% to 11.2%
•The decrease in SG&A expense was primarily due to lower corporate professional services and compensation.
Loss on Impairments, net: $0.7 million during the current period
•We recorded an impairment loss of $0.7 million for the three months ended June 30, 2025 related to the exit of the Fortress fire retardant business (see Item 1, Note 1).
Other Operating (Expense) Income: Changed $1.4 million from income of $0.8 million to an expense $0.6 million
•The decrease in other operating (expense) income was primarily the result of lower restructuring charges in the current period.
Interest Income: Increased $0.1 million to $0.3 million
•The increase in interest income during the current period is primarily due to the higher average cash balance in the current year.
Interest Expense: Decreased $0.9 million to $16.3 million
•Interest expense decreased $0.9 million due to lower credit facility levels in the current period.
Loss (Gain) on Foreign Exchange: Rose $8.9 million from a $0.5 million gain in the prior-year period to an $8.4 million loss
•We realized a loss on foreign exchange of $8.4 million in the third quarter of fiscal 2025 compared to a gain of $0.5 million in the same quarter of the prior-year period, primarily reflecting the translation of our intercompany loans from Canadian dollars to U.S. dollars.
Loss on Extinguishment of Debt: $7.6 million in the current period
•We realized a loss on extinguishment of debt of $7.6 million in the third quarter of fiscal 2025 comprised of a $3.9 million prepayment premium related to the partial redemption of 2027 Notes and a $3.7 million write-off of unamortized deferred financing costs related to the partial redemption of 2027 Notes and repayment of the term loan. Refer to Note 8. Long-Term Debt and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information.
Other (Income) Expense, net: Changed $2.8 million to income of $2.5 million
•The change is due primarily to the gain related to the sale of the Fortress assets in the current period.
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Income Tax Expense: Decreased $29.3 million from $32.7 million to $3.4 million
•Tax expense decreased by $29.3 million for the three months ended June 30, 2025 versus the three months ended June 30, 2024 primarily due to a year to date catch up recorded in the three months ended June 30, 2024 for the change in the annual effective tax rate calculations with the US loss jurisdiction having a separate annual effective tax rate applied to US losses and a foreign annual effective tax applied to foreign income. The change in the annual effective tax rate calculation began with the interim period ended June 30, 2024.
•Our effective tax rate was (25.0)% for the three months ended June 30, 2025, which is primarily driven by the income mix by country with income recognized in foreign jurisdictions, for which tax expense was recorded, offset by losses recognized in the U.S. for which a valuation allowance has been recorded against the U.S. tax benefit carryforward.
•Our income tax provision for the three months ended June 30, 2025 and June 30, 2024 differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, nondeductible executive compensation, foreign income, mining and withholding taxes, valuation allowance expense and base erosion and anti-abuse tax.
Commentary: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
•The decrease in SG&A expense was primarily due to lower corporate compensation and lower lithium expenses.
Loss on Impairments, net: Decreased $119.7 million to $53.7 million
•We recorded an impairment loss of $53.7 million for the nine months ended June 30, 2025 related to the exit of the Fortress fire retardant business (see Note 1. Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q).
•During the nine months ended June 30, 2024, we recorded goodwill impairments of $51.0 million related to our Plant Nutrition segment and $32.0 million related to our Fortress operations (within the Corporate and Other segment). The Plant Nutrition impairment was primarily the result of reduced cash flow assumptions impacting expected profitability of the Plant Nutrition segment. The Fortress impairment was primarily related to uncertainty surrounding our magnesium chloride-based fire retardants which impacted projected future revenues and cash flows. Also, during the nine months ended June 30, 2024, we recorded a $15.6 million long-lived asset impairment, net, related to Fortress magnesium chloride-based products.
•We recorded an impairment loss of $74.8 million for the nine months ended June 30, 2024 related to the termination of the lithium development.
Other Operating Income: Decreased $15.8 million from $17.4 million to $1.6 million
•The decrease in other operating expense was due to a decrease in the contingent consideration related to the Fortress acquisition, partially offset by severance costs resulting from the decision to discontinue the pursuit of the lithium development and corporate restructuring charges in the current period.
Interest Income: Increased $0.1 million to $0.9 million
•The increase in interest income during the current period is primarily due to the higher average cash balance in the current year.
Interest Expense: Increased $0.8 million to $51.2 million
•Interest expense increased due to higher debt levels and higher interest rates in the current year-to-date period.
Loss (Gain) on Foreign Exchange: Changed by $4.2 million from a gain of $1.1 million in the prior-year period to a loss of $3.1 million
•We realized a loss on foreign exchange of $3.1 million in the nine months ended June 30, 2025, compared to a gain of $1.1 million in the same period of the prior fiscal year, due primarily reflecting the translation of our intercompany loans from Canadian dollars to U.S. dollars.
Loss on Extinguishment of Debt: $7.6 million in the current period
•We realized a loss on extinguishment of debt of $7.6 million in the nine months ended June 30, 2025 comprised of a $3.9 million prepayment premium related to the partial redemption of 2027 Notes and a $3.7 million write-off of unamortized deferred financing costs related to the partial redemption of 2027 Notes and repayment of the term loan. Refer to Note 8. Long-Term Debt and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information.
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Other Expense, net: Increased $0.1 million to $2.0 million
•The increase is due primarily to fees paid and the write-off of previously capitalized fees when we modified our debt agreements in the current period, partially offset by the gain related to the sale of the Fortress assets.
Income Tax Expense: Increased $2.5 million from $20.4 million to $22.9 million
•The increase in income tax expense was primarily driven by the increase in foreign book income in the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. Additionally, the majority of the impairments recorded in the nine months ended June 30, 2025 and June 30, 2024 were either not tax deductible or the tax benefit was offset by tax expense for a valuation allowance on the related deferred tax asset.
•Our effective tax rate of (46%) for the nine months ended June 30, 2025 is primarily driven by the income mix by country with income recognized in foreign jurisdictions offset by losses recognized in the U.S., for which a valuation allowance has been recorded against the U.S. tax benefit carryforward. Additionally, the majority of the impairments recorded in the nine months ended June 30, 2025 and June 30, 2024 were either not tax deductible or the tax benefit was offset by tax expense for a valuation allowance on the related deferred tax asset. See Note 6. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our income tax provision for the nine months ended June 30, 2025 and June 30, 2024 differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, base erosion and anti-abuse tax, nondeductible executive compensation, foreign income, mining and withholding taxes and valuation allowance expense.
Operating Segment Performance
The following financial results represent consolidated financial information with respect to the operations of our Salt and Plant Nutrition segments. Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers.
The results of operations of the Fortress business include sales of $0 and $14.6 million for the three and nine months ended June 30, 2024, respectively, and no sales in fiscal 2025. The results of operations of the consolidated records management business and other incidental revenues include sales of $3.8 million and $3.5 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $11.0 million and $10.1 million for the nine months ended June 30, 2025 and June 30, 2024, respectively. These sales are not material to our consolidated financial results and are not included in the following operating segment financial data.
Salt Results
| QTD 2025 | QTD 2024 | YTD 2025 | YTD 2024 | ||||||||||||||||||||
Salt Sales (in millions) | $ | 166.0 | $ | 160.6 | $ | 840.9 | $ | 745.3 | |||||||||||||||
Salt Operating Earnings (in millions) | $ | 28.1 | $ | 25.9 | $ | 124.4 | $ | 142.6 | |||||||||||||||
Salt Sales Volumes (thousands of tons) | |||||||||||||||||||||||
| Highway deicing | 1,144 | 1,090 | 7,714 | 6,401 | |||||||||||||||||||
| Consumer and industrial | 400 | 393 | 1,428 | 1,403 | |||||||||||||||||||
| Total tons sold | 1,544 | 1,483 | 9,142 | 7,804 | |||||||||||||||||||
Average Salt Sales Price (per ton) | |||||||||||||||||||||||
| Highway deicing | $ | 77.63 | $ | 77.20 | $ | 71.52 | $ | 73.60 | |||||||||||||||
| Consumer and industrial | $ | 193.26 | $ | 194.35 | $ | 202.60 | $ | 195.37 | |||||||||||||||
| Combined | $ | 107.54 | $ | 108.27 | $ | 91.99 | $ | 95.50 | |||||||||||||||
Commentary: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
•Salt sales increased $5.4 million, or 3%, primarily due to higher sales volumes, partially offset by lower average sales prices for our consumer and industrial products.
•Salt sales volumes increased 4% in total, or 61,000 tons, which increased sales by approximately $5.3 million. Highway deicing sales volumes increased 5%, reflecting an increase in sales volumes to highway and liquid magnesium chloride customers. Consumer and industrial sales volumes increased 2%, primarily due to higher non-deicing volumes.
•Combined average sales prices decreased 1%, partially offsetting the volume increase by approximately $0.1 million driven by a decrease in consumer and industrial product average sales prices.
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•Highway deicing average sales price increased 1% reflecting product sales mix. Consumer and industrial average sales price decreased 1% reflecting non-deicing product sales.
•Salt operating earnings increased $2.2 million, as higher sales volumes, lower per-unit production costs and lower per-unit distribution costs were offset by lower average sales prices.
Commentary: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
•Salt sales increased $95.6 million, or 13%, primarily due to higher sales volumes, partially offset by lower combined average sales prices.
•Salt sales volumes increased 17%, increasing sales by approximately $101.3 million. Highway deicing sales volumes increased 21% reflecting more winter weather events in the second quarter of 2025 compared to the same period of the prior year. Consumer and industrial sales volumes increased 2% primarily due to higher consumer deicing volumes.
•Combined average sales prices decreased 4%, partially offsetting the volume increase by approximately $5.7 million driven by a decrease in highway average sales prices.
•Highway deicing average sales prices decreased 3% across all product categories. Consumer and industrial average sales prices increased 4% due to price increases taken to offset inflation realized in prior years. The lower average sales prices are also reflective of sales mix.
•Salt operating earnings decreased $18.2 million, due primarily to lower combined average sales prices and higher per-unit product costs, partially offset by higher sales volumes and lower per-unit distribution costs.
Plant Nutrition Results
| QTD 2025 | QTD 2024 | YTD 2025 | YTD 2024 | ||||||||||||||||||||
Plant Nutrition Sales (in millions) | $ | 44.8 | $ | 38.8 | $ | 164.5 | $ | 138.6 | |||||||||||||||
Plant Nutrition Operating Earnings (Loss) (in millions) | $ | 5.2 | $ | (1.4) | $ | 0.3 | $ | (56.7) | |||||||||||||||
Plant Nutrition Sales Volumes (thousands of tons) | 68 | 56 | 263 | 205 | |||||||||||||||||||
Plant Nutrition Average Sales Price (per ton) | $ | 659 | $ | 691 | $ | 625 | $ | 676 | |||||||||||||||
Commentary: Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
•Plant Nutrition sales increased 15%, or $6.0 million, due to higher sales volumes, partially offset by lower average sales prices.
•Plant Nutrition sales volumes increased 21% year over year driven by more consistent production which has allowed for increased sales. The higher sales volumes increased sales by approximately $8.2 million.
•Plant Nutrition average sales prices decreased 5%, which contributed approximately $2.2 million to the decrease in sales. Global supply and demand dynamics for fertilizer products resulted in weakening average sales prices versus the comparable prior year period.
•Plant Nutrition operating earnings increased $6.6 million to $5.2 million from an operating loss in the prior-year period of $1.4 million. Plant Nutrition operating earnings were impacted by higher sales volumes and lower per-unit product cost, partially offset by lower average sales prices and higher per-unit distribution costs.
Commentary: Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024
•Plant Nutrition sales increased 19%, or $25.9 million, due to higher sales volumes, partially offset by lower average sales prices.
•Plant Nutrition sales volumes increased 28%, or 58,000 tons, which resulted in a $39.3 million increase in sales driven by more consistent production which allowed for increased sales.
•Plant Nutrition average sales prices decreased 8%, partially offsetting the increase in sales volume by $13.4 million. Average sales prices decreased due to supply conditions of potassium-based fertilizers globally.
•Plant Nutrition operating loss decreased $57.0 million to operating earnings of $0.3 million, primarily reflecting the 2024 write-off of goodwill, lower average sales prices, higher per-unit distribution costs and higher per-unit product costs, partially offset by higher sales volumes.
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Outlook
•We expect Salt segment sales volumes and adjusted EBITDA to range from 10.7 million to 11.0 million tons and $220 million to $229 million, respectively, in fiscal year 2025.
•Approximately 70% of the company's North American highway deicing bidding process for the upcoming winter season has been completed. Based on regional bid results to date, we expect our average contract selling price for the coming season to be approximately 2% to 4% higher than prices in fiscal 2025. Committed bid volumes are expected to be up approximately 3% to 5% compared to fiscal 2025, which is consistent with expectations following a stronger North American highway deicing season compared to recent history.
•Plant Nutrition segment sales volumes are expected to improve to a range of 320,000 to 325,000 tons in fiscal year 2025. Positive production trends in 2025 have allowed us to pursue business beyond normally serviced markets, leading to incremental sales. For fiscal year 2025, we are expecting adjusted EBITDA in a range of $24 million to $27 million.
•Fiscal year 2025 capital expenditures are expected to be in the $75 million to $85 million range.
Adjusted EBITDA
Management uses a variety of measures to evaluate our performance. While our consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net earnings and cash flows generated by operating activities, management uses earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”). Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations because our resource allocation, financing methods, cost of capital and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and our operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings. We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital against other companies, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net earnings, cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity.
EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, interest income, (gain) loss on foreign exchange, other (income) expense, net and other significant items that management does not consider indicative of normal operations. Other significant items, such as executive transition costs, restructuring charges and impairment charges involve distinct initiatives that are not reflective of core operating activities and affect the comparability of our operational results across reporting periods. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Our employees are vital to our operations and we utilize various stock-based awards to compensate and incentivize our employees. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation.
Adjusted EBITDA increased 25.0%, or $8.2 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to an increase in gross profit and a reduction in selling, general and administrative expenses. Adjusted EBITDA decreased by 18%, or $33.5 million for the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024, primarily due to a reduction in gross profit and a reduction in gain related to the Fortress contingent consideration of $15.2 million, partially offset by a decrease in selling, general and administrative expenses.
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The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net loss | $ | (17.0) | $ | (43.6) | $ | (72.6) | $ | (157.8) | |||||||||||||||
| Interest expense | 16.3 | 17.2 | 51.2 | 50.4 | |||||||||||||||||||
Income tax expense | 3.4 | 32.7 | 22.9 | 20.4 | |||||||||||||||||||
| Depreciation, depletion and amortization | 23.2 | 26.1 | 76.5 | 78.4 | |||||||||||||||||||
| EBITDA | 25.9 | 32.4 | 78.0 | (8.6) | |||||||||||||||||||
| Adjustments to EBITDA: | |||||||||||||||||||||||
| Stock-based compensation - non-cash | 0.6 | (0.7) | 7.3 | 6.3 | |||||||||||||||||||
| Interest income | (0.3) | (0.2) | (0.9) | (0.8) | |||||||||||||||||||
Loss (gain) on foreign exchange | 8.4 | (0.5) | 3.1 | (1.1) | |||||||||||||||||||
Loss on extinguishment of debt | 7.6 | — | 7.6 | — | |||||||||||||||||||
Product recall costs(a) | 0.3 | — | 2.1 | — | |||||||||||||||||||
Restructuring charges(b) | 0.3 | 1.5 | 4.3 | 17.2 | |||||||||||||||||||
Loss on impairments, net(c) | 0.7 | — | 53.7 | 175.8 | |||||||||||||||||||
Other (income) expense, net | (2.5) | 0.3 | 2.0 | 1.9 | |||||||||||||||||||
| Adjusted EBITDA | $ | 41.0 | $ | 32.8 | $ | 157.2 | $ | 190.7 | |||||||||||||||
(a)We recorded costs related to a recall of food-grade salt produced at our Goderich plant. Refer to Note 8. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
(b)We incurred severance and related charges due to reductions in workforce and changes to executive leadership and additional restructuring costs related to the exit of the Fortress fire retardant business during the three and nine months ended June 30, 2025. We also incurred severance and related charges for the three and nine months ended June 30, 2024, related to reductions in workforce and changes to executive leadership and additional restructuring costs related to the termination of our lithium development project.
(c)For the three and nine months ended June 30, 2025, we recorded impairments of property, plant, and equipment during the three months ended June 30, 2025 and intangible assets and property, plant, and equipment for the nine months ended June 30, 2025, both related to the exit of the Fortress fire retardant business. For the three and nine months ended June 30, 2024, we recorded impairments of long-lived assets related to the termination of the lithium development project; Fortress goodwill, intangible assets and inventory; and Plant Nutrition goodwill.
Liquidity and Capital Resources
Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment. We have also used cash generated from operations to fund capital expenditures, pay dividends, fund smaller acquisitions and repay our debt. To a certain extent, our ability to meet our short- and long-term liquidity and capital needs is subject to general economic, financial, competitive and weather conditions, effects of climate change, geological variations in our mine deposits and other factors that are beyond our control. Historically, our working capital requirements have been the highest in the first fiscal quarter (ending December 31) and lowest in the third fiscal quarter (ending June 30). When needed, we may fund short-term working capital requirements by accessing our $325 million revolving credit facility and our revolving AR Securitization Facility with a capacity, which is subject to certain conditions, of up to $100.0 million. As of June 30, 2025, we had liquidity of approximately $388.7 million, comprised of $79.4 million of cash and cash equivalents and $309.3 million of availability under our $325 million revolving credit facility.
We have been able to manage our cash flows generated and used across Compass Minerals to indefinitely reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of June 30, 2025, we had $29.6 million of cash and cash equivalents that was either held directly or indirectly by foreign subsidiaries. In fiscal 2024, we did not repatriate any unremitted foreign earnings. During the second quarter of fiscal 2025, we revised our permanently reinvested assertion. We are expecting to repatriate approximately $11 million of unremitted foreign earnings from our U.K. operations on which there was no income tax impact as of June 30, 2025. It is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.
In addition, the amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our U.S. and foreign subsidiaries are impacted by the transfer price charged on the transfer of our products between them. Canadian provincial taxing
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authorities continue to challenge our transfer prices of certain items. The final resolution of these challenges may not occur for several years. We currently expect the outcome of these matters will not have a material impact on our results of operations. However, it is possible the resolution could materially impact the amount of earnings attributable to our foreign subsidiaries, which could impact the amount of permanently reinvested foreign earnings. See Note 6. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, for a discussion regarding our Canadian tax reassessments.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended June 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future income. On the basis of this evaluation, during the nine months ended June 30, 2025, an additional valuation allowance of $29.0 million has been recorded to recognize only the portion of the U.S. deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for income.
Indebtedness
As of June 30, 2025, we had $839.7 million of outstanding indebtedness, consisting of $650.0 million outstanding under our 8.00% Senior Notes due 2030, $150.0 million outstanding under our 6.75% Senior Notes due 2027, $0 of borrowings outstanding under our senior secured credit facilities under the Credit Agreement (term loans and our revolving credit facility), and $39.7 million of outstanding loans under the accounts receivable financing facility (“AR Securitization Facility”) (see Note 7. Long-Term Debt and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for more detail regarding our debt). Outstanding letters of credit totaling $15.7 million as of June 30, 2025 further reduced available borrowing capacity under our revolving credit facility to $309.3 million.
We may borrow amounts under the revolving credit facility or enter into additional financing to fund our working capital requirements, potential acquisitions and capital expenditures, and for other general corporate purposes.
Our ability to make scheduled interest and principal payments on our indebtedness, to modify our indebtedness, to fund planned capital expenditures, and to fund acquisitions will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, climate-related, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs over the next 12 months.
Our debt service obligations could, under certain circumstances, materially affect our financial condition and prevent us from fulfilling our debt obligations. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct substantially all of our consolidated operating activities and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Furthermore, we must remain in compliance with the terms of the 2023 Credit Agreement governing our credit facilities, including the consolidated total net leverage ratio and interest coverage ratio, in order to pay dividends to our stockholders. We must also comply with the terms of our indentures governing our 6.75% Senior Notes due December 2027 and our 8.00% Senior Notes due June 2030, which limit the amount of dividends we can pay to our stockholders.
On June 16, 2025, we issued $650.0 million aggregate principal amount of our 8.00% Senior Notes due 2030 in a private offering, pursuant to an indenture, dated June 16, 2025 (the “2030 Notes”), among us, the subsidiary guarantors named therein and Computershare Trust Company, N.A., as trustee. The 2030 Notes are senior unsecured obligations, with interest payable semi-annually on January 1 and July 1, commencing January 1, 2026. The Notes are guaranteed by certain of our domestic subsidiaries. The 2030 Notes will mature on June 16, 2030. We incurred $13.3 million in deferred financing costs, including arrangement, legal and other fees, and will be amortized to interest expense method over the 5-year term of the 2030 Notes.
We used the net proceeds from the 2030 Notes to (i) repay all outstanding amounts under its senior secured credit facility, including $43.5 million under the revolving credit facility and $191.3 million under the term loan, (ii) redeem approximately $350.0 million of its outstanding 6.75% Senior Notes due 2027 (the “2027 Notes”) at a redemption price of 101.125% of the principal amount, plus accrued and unpaid interest, (iii) pay transaction-related fees and expenses, (iv) increase cash on its balance sheet, and (v) for general corporate purposes. The redemption, completed on June 17, 2025, resulted in a loss on debt
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extinguishment of $5.7 million, included in Loss on extinguishment of debt in the Consolidated Statements of Operations for the three and nine months ended June 30, 2025. The loss was comprised of a $3.9 million prepayment premium and a $1.8 million write-off of unamortized deferred financing costs. Following the redemption, $150.0 million of the 2027 Notes remain outstanding and continue to accrue interest, payable semi-annually on June 1 and December 1, with unamortized deferred financing costs of $0.8 million as of June 30, 2025.
On June 16, 2025, we entered into the fifth amendment to its 2023 Credit Agreement, originally dated April 20, 2016, as amended (the “Amended and Restated 2023 Credit Agreement”). The amendment, among other things, (i) fixed the aggregate revolving commitments at $325.0 million, eliminating the automatic periodic step-downs previously included in the December 12, 2024, amendment to the 2023 Credit Agreement, which had scheduled reductions to $250.0 million by July 1, 2026, (ii) permitted the issuance of the 2030 Notes, with net proceeds used to prepay all outstanding loans under the Existing Amended and Restated Credit Agreement, including $43.5 million outstanding under the revolving credit facility and $191.3 million outstanding under the term loan, plus accrued and unpaid interest, (iii) permitted the Company to utilize certain baskets under covenants restricting the incurrence of indebtedness, liens, investments, dividends, and junior debt prepayments, and (iv) modified the financial maintenance covenants, which are tested on a quarterly basis, as follows: (A) replace the current leverage-based covenant, which required compliance with a maximum ratio of consolidated total net indebtedness to consolidated EBITDA of 6.50x (with a step-down to 5.75x on December 31, 2025, and a further step-down to 4.75x on March 31, 2026) with a leverage-based covenant which requires compliance with a maximum ratio of consolidated first lien net indebtedness to consolidated EBITDA of 2.75x (with a step-down to 2.50x on December 31, 2025) and (B) lower the required minimum ratio of consolidated EBITDA to consolidated interest expense from 2.00x (with a step-up to 2.25x on March 31, 2026) to 1.50x. In connection with the prepayment of the term loan, we recorded a loss on debt extinguishment of $1.9 million, included in Loss on extinguishment of debt on the Consolidated Statements of Operations for the three and nine months ended June 30, 2025, related to the write-off of unamortized deferred financing costs.
On December 12, 2024, we entered into the fourth amendment to our 2023 Credit Agreement, which, among other things, eased the restrictions of certain covenants contained in the agreement. The amendment included increasing the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the amended 2023 Credit Agreement) to 6.5x as of the last day of any quarter through the fiscal quarter ended September 30, 2025, then gradually stepping down to 4.50x for the fiscal quarter ended December 31, 2026 and thereafter. The amendment also decreased the Revolving Commitments (as defined in the Existing Credit Agreement) from $375 million to $325 million with additional reductions stepping down to $250 million on July 1, 2026.
As of June 30, 2025, we were in compliance with our debt covenants.
Capital Allocation
Principally due to the nature of our deicing business, our cash flows from operations have historically been seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We manage our capital allocation considering our long-term strategic objectives, required spending to sustain our business and focus on generating adequate returns on capital. On April 22, 2024, our Board of Directors determined not to declare dividends for the foreseeable future in order to align our capital allocation policy with our corporate focus on accelerating cash flow generation and debt reduction. While our equipment and facilities are generally not impacted by rapid technology changes, our operations require refurbishments and replacements to maintain structural integrity and reliable production and shipping capabilities. When possible, we incorporate efficiency, environmental and safety improvement capabilities into our routine capital projects and we plan the timing of larger projects to balance with our liquidity and capital resources. Changes in our operating cash flows may affect our future capital allocation and spending.
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The table below provides a summary of our cash flows by category:
NINE MONTHS ENDED JUNE 30, 2025 | NINE MONTHS ENDED JUNE 30, 2024 | ||||
| Operating Activities: | |||||
Net cash provided by operating activities were $204.6 million | Net cash provided by operating activities were $27.1 million | ||||
» Net loss was $72.6 million. | » Net loss was $157.8 million. | ||||
» Non-cash depreciation and amortization expense was $76.5 million. | » Non-cash depreciation and amortization expense was $78.4 million. | ||||
» Non-cash stock-based compensation expense was $7.3 million. | » Non-cash stock-based compensation expense was $6.3 million. | ||||
» Non-cash loss on impairments, net, was $53.7 million. | » Non-cash loss on impairments, net, was $173.4 million. | ||||
» Non-cash gain from remeasurement of contingent consideration was $7.9 million. | » Non-cash gain from remeasurement of contingent consideration was $23.1 million. | ||||
» Non-cash loss on extinguishment of debt was $7.6 million. | » Working capital items were a use of operating cash flows of $55.3 million. | ||||
» Working capital items were a source of operating cash flows of $137.1 million. | |||||
Investing Activities: | |||||
Net cash flows used in investing activities were $34.7 million. | Net cash flows used in investing activities were $95.0 million. | ||||
» Net cash flows used in investing activities included $53.8 million of capital expenditures. | » Net cash flows used in investing activities included $93.3 million of capital expenditures. | ||||
| » Included net proceeds from the sale of Fortress of $19.6 million. | |||||
Financing Activities: | |||||
Net cash flows used in financing activities were $111.5 million. | Net cash flows provided by financing activities were $42.2 million. | ||||
| » Included repayments, net of borrowings, on our revolving credit facility of $190.1 million. | » Included borrowings, net of repayments, on our revolving credit facility of $70.4 million. | ||||
| » Included repayments, net of borrowing, on our long-term debt of $1.7 million. | » Included repayments, net of borrowing, on our long-term debt of $0.9 million. | ||||
| » Included principal payments to pay down the term loan of $191.3 million. | » Included the payment of dividends of $12.7 million. | ||||
» Included proceeds from the issuance of 2030 Notes of $650.0 million. | » Included the payment of contingent consideration of $9.1 million. | ||||
» Included the repurchase of 2027 Notes of $350.0 million and a premium paid related to the repurchase of $3.9 million. | |||||
» Included the payment of deferred financing costs of $15.5 million. | |||||
As mentioned above, our Salt segment’s business is seasonal and our Salt segment results and working capital needs are heavily impacted by the severity and timing of the winter weather, which generally occurs from December through March of each year. Customers tend to replenish their inventory prior to the start of the winter season and following snow events; consequently, the number and timing of snow events during the winter season will impact the amount of our accounts receivable and inventory at the end of each quarter. Our operating cash flows for the nine months ended June 30, 2025, reflect the seasonal decrease in inventory due to the end of the winter season. During the nine months ended June 30, 2024, we paid liabilities accrued as of September 30, 2023, including the remaining $10 million settlement payment to the SEC, accrued incentive compensation and other liabilities. Additionally, at the end of Fortress’ contract term with the USFS, we recognized revenue previously deferred in accrued liabilities and decreased our contingent consideration liability.
Product Recall
On October 25, 2024, we issued a recall for specific production lots of food-grade salt produced at our Goderich Plant following a customer report of a non-organic, foreign material in its product. We subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18 and November 6, 2024. The products recalled included both products sold prior and subsequent to September 30, 2024. We followed recall protocol and notified our BRCGS Global
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Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). We worked with the CFIA to obtain and assess the reported foreign material, complete the necessary investigation, and determine the next steps. The recall in the United States, supervised by the FDA, is complete and the matter is closed with FDA. Refer to Note 8. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
We continue to assess the scope and magnitude of additional customer claims. At this time, based on currently available information and our applicable insurance coverage, we do not believe any incremental losses will have a material adverse effect on our results of operations or cash flows in future periods.
Other Matters
See Note 6. Income Taxes and Note 8. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion regarding labor, environmental and litigation matters.
Recent Accounting Pronouncements
See Note 1. Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion of recent accounting pronouncements.
Effects of Currency Fluctuations and Inflation
Our operations outside of the U.S. are conducted primarily in Canada and the U.K. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enters into either a purchase or sales transaction using a currency other than the local currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. Significant changes in the value of the Canadian dollar or British pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar-denominated debt, including borrowings under our senior secured credit facilities.
Although inflation has not had a significant impact on our operations in the current period, our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K.
Seasonality
We experience a substantial amount of seasonality in our sales, including our salt deicing product sales. Consequently, our Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters of each year (ending June 30 and September 30). In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the product is used. Following industry practice in North America and the U.K., we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Our plant Nutrition business is also seasonal. As a result, we and our customers generally build inventories during the plant Nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).
Climate Change
The potential impact of climate change on our operations, product demand and the needs of our customers remains uncertain. Significant changes to weather patterns, a reduction in average snowfall or regional drought within our served markets or at our Ogden facility could negatively impact customer demand for our products and our costs, as well as our ability to produce our products. For example, prolonged periods of mild winter weather could reduce the demand for our deicing products. Drought or excessive precipitation could similarly impact demand for our SOP products, as well as continue to impact the amount and quality of feedstock used to produce SOP at our Ogden facility due to changes in brine levels, mineral concentrations or other
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factors, which could have a material impact on our Plant Nutrition results of operations. Climate change could also lead to disruptions in the production or distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels, lake level fluctuations or flooding from sea level changes. Climate change or governmental initiatives to address climate change may affect our operations and necessitate capital expenditures in the future, although capital expenditures for climate-related projects are not expected to be material in fiscal 2025. For more information, see Part I, Item 1A, “Risk Factors” and Part I, Item 1 “Business—Environmental, Health and Safety and Other Regulatory Matters” in our 2024 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our business is subject to various types of market risks that include interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing and foreign currency exchange rate risk by entering into natural gas derivative instruments and foreign currency contracts. We may take further actions to mitigate our exposure to interest rates, exchange rates and changes in the cost of fuel consumed at our production locations or the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. Our market risk exposure related to these items has not changed materially since September 30, 2024.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as amended (the Exchange Act) under the supervision and with the participation of the Company’s management. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in internal control over financial reporting as described below, the Company’s disclosure controls and procedures were ineffective as of September 30, 2024.
Per Rules 13a-15(e) and 15d-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Consolidated Financial Statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
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As disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, we previously identified material weaknesses in our internal control over financial reporting. The Company, due to a limited allocation of trained, knowledgeable resources, did not conduct an effective risk assessment process to identify and evaluate at a sufficient level of detail all relevant risks of material misstatement, including fraud risks associated with the necessary approval of transactions. Additionally, the Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that ensured complete, reliable information was made available to financial reporting personnel on a timely basis to fulfill their roles and responsibilities. As a consequence of the material weaknesses described above, internal control deficiencies related to the design and operation of process-level controls were determined to be ineffective throughout the Company’s financial reporting processes.
Remediation Efforts and Status of Material Weakness
We are in the process of implementing a number of measures to address the material weaknesses that have been identified including the following:
•We are enhancing our risk assessment process to ensure it is sufficiently robust to identify and analyze all relevant risks of material misstatements, including the impact of significant changes in the business on the identification of risks and the internal control structure.
•We have hired additional accounting professionals who possess the requisite technical accounting and internal control over financial reporting knowledge.
•We are educating and training control owners regarding internal control processes to mitigate identified risks and to fulfill internal control over financial reporting responsibilities.
•We are implementing a policy and internal controls to ensure that all manual journal entries are properly approved, specifically we are redesigning and implementing process level control activities over manual journal entries.
•We are redesigning and implementing a balance sheet account reconciliation policy, including an approval process and additional process level controls, that includes the appropriate level of precision around aging, thresholds, support and documentation.
•We are establishing monitoring and oversight controls to identify non-recurring, complex transactions and designing and implementing process level controls to ensure the accuracy and completeness of our financial statements and related disclosures.
•We are redesigning our corporate organization structure to ensure effective information and communication across the organization and to support financial reporting processes and internal controls.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts noted above, there were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in the legal proceedings described in Note 6. Income Taxes and Note 8, Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business. These primarily involve tax assessments, disputes with former employees and contract labor, commercial claims, product liability claims, personal injury claims and workers’ compensation claims. Management cannot predict the outcome of legal proceedings and claims with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Note 6. Income Taxes and Note 8, Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q. There have been no material developments since September 30, 2024 with respect to our legal proceedings, except as described in Note 6. Income Taxes and Note 8, Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Item 1A. Risk Factors
For a discussion of the risk factors applicable to Compass Minerals, please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the annual period ended September 30, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three and nine months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits
| Exhibit No. | Exhibit Description | |||||||
4.1* | Indenture, dated June 16, 2025, respecting Compass Minerals International, Inc.’s 8.000% Senior Notes due 2030, by and among Compass Minerals International, Inc., the subsidiary guarantors named therein and Computershare Trust Company, N.A., as trustee. | |||||||
4.2* | Form of 8.000% Senior Note due 2030 (included in Exhibit A to Exhibit 4.1 hereof). | |||||||
10.1* | Amendment No. 5, dated June 16, 2025, to the Credit Agreement dated as of April 20, 2016 as amended and restated as of November 26, 2019, as further amended and restated as of May 5, 2023, as further amended as of March 27, 2024, as of August 12, 2024, as of September 13, 2024 and as of December 12, 2024, by and among Compass Mineral International, Inc., Compass Minerals Canada Corp., Compass Minerals UK Limited, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto. | |||||||
19 | Securities Trading Policy (incorporated herein by reference to Exhibit 19 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025). | |||||||
31.1* | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
32* | Certifications of Edward C. Dowling, Jr. (President and Chief Executive Officer), and Peter Fjellman (Chief Financial Officer) furnished pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
95* | Mine Safety Disclosures. | |||||||
| 101** | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements and (vii) document and entity information tagged as blocks of text and including detailed tags. | |||||||
104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed or furnished herewith, as applicable. | ||||||||
** Submitted electronically with this Report. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMPASS MINERALS INTERNATIONAL, INC. | |||||||||||
| Date: August 11, 2025 | By: | /s/ Peter Fjellman | |||||||||
| Peter Fjellman | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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Source:
FAQ
What were Compass Minerals (CMP) sales for the quarter and nine months?
Sales were $214.6 million for the quarter and $1,016.4 million for the nine months ended June 30, 2025.
How did CMP's net loss and EPS change in Q3 2025?
Net loss narrowed to $17.0 million for the quarter; basic net loss per share was $0.41.
What cash flow and liquidity changes did CMP report?
Net cash provided by operating activities was $204.6 million; cash and cash equivalents were $79.4 million at June 30, 2025.
What financing did Compass Minerals complete in the period?
The company issued $650.0 million of 8.00% senior notes due 2030 and used proceeds to repay secured credit facilities and redeem part of the 2027 notes.
What material charges and contingencies did CMP disclose?
Material items include a $53.0M Fortress impairment, a $101.1M recall liability (with $95.9M estimated insurance recoveries), and Canadian tax reassessments totaling $210.4M.
Is Compass Minerals compliant with its amended credit covenants?
Yes. The filing states the company was in compliance with the amended and restated 2023 credit agreement covenants as of June 30, 2025.
Compass Minerals Intl Inc
NYSE:CMP
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Other Industrial Metals & Mining
Mining & Quarrying of Nonmetallic Minerals (no Fuels)
United States
OVERLAND PARK