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COMPASS MINERALS INTERNATIONAL INC

For the period ended Jun 30, 2024. Filed Oct 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Oct 30, 2024

CMP$22.91+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 151 previous paragraphs and 158 current paragraphs.

57 unchanged; 70 reworded; 28 added; 18 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

We previously identified various misstatements related to (i) certain contingent consideration associated with our acquisition of Fortress North America, LLC (“Fortress”), (ii) historical understatement of work-in-process inventory, (iii) immaterial misstatements to reclassify the impacts of non-cash capital expenditures in accounts payable in its operating and investing cash flows, (iv) an error in its interim non-GAAP Adjusted EBITDA calculation, which resulted in an understatement of its consolidated Adjusted EBITDA for the first and second quarters of 2024, and (v) certain other individual immaterial misstatements that were also immaterial in the aggregate. These misstatements were corrected via amendments to our Annual Report on Form 10-K for the periods ended September 30, 2023, 2022 and 2021 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, both filed on October 29, 2024.

Current report

•Operating income of $5.9 million increased $6.5 million from an operating loss of $0.6 million in the prior-year period, primarily reflecting higher Salt operating earnings and lower Corporate and Other and lithium expenses, which was partially offset by lower Plant Nutrition and Fortress operating earnings. Salt operating income increased primarily due to a 4% increase in average sales prices. Corporate and Other operating loss decreased from the prior year primarily due to lower compensation and professional services expenses. These increases were partially offset by a decrease in Plant Nutrition operating earnings due to decreases in sales volumes and average sales prices.

Current report

(Gain) Loss on Foreign Exchange: Increased $2.8 million from a loss of $2.3 million to a gain of $0.5 million

Current report

•We recognized a gain of $12.6 million for the three months ended June 30, 2023 related to our previously held equity investment in Fortress, which was remeasured to fair value upon our full acquisition of the business in May 2023.

Current report

Income Tax Expense (Benefit): Decreased $75.5 million from a benefit of $42.8 million to an expense of $32.7 million

Current report

•The tax expense of $32.7 million for the three months ended June 30, 2024 is primarily due to a 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 rate applied to foreign income. The tax benefit of $42.8 million for the three months ended June 30, 2023 was primarily due to the impact in the quarter of the acquisition of the Fortress business to the full year effective tax rate. See Item 1, Note 7 to the Consolidated Financial Statements.

Current report

Interest Income: Decreased $3.9 million from $4.7 million to $0.8 million

Current report

•We recognized a gain of $12.6 million for the nine months ended June 30, 2023 related to our previously held equity investment in Fortress, which was remeasured to fair value upon our full acquisition of the business in May 2023.

Current report

•The decrease is due primarily to losses on cash flow hedges and fees paid to refinance our debt in the prior period.

Current report

Income Tax Expense: Decreased $3.8 million from $24.2 million to $20.4 million

Current report

•Salt sales increased $5.1 million, primarily due to higher average sales prices, which was partially offset by lower sales volumes for our consumer and industrial products.

Current report

•Salt sales volumes decreased 1% in total, or 8,000 tons, reducing sales by approximately $3.5 million. Highway deicing sales volumes increased 2%, reflecting an increase in sales volumes to chemical and liquid magnesium chloride customers, which was mostly offset by lower sales volumes for deicing products. Consumer and industrial sales volumes decreased 7% primarily due to lower non-deicing volumes.

Current report

•Salt sales decreased $78.8 million, primarily due to lower sales volumes, partially offset by higher average sales prices.

Current report

•Plant Nutrition sales decreased 18%, or $8.7 million, due to lower average sales prices and sales volumes.

Current report

•Plant Nutrition sales volumes decreased 11% year over year driven by customers delaying or reducing purchases primarily as a result of worsening crop economics in key markets. The lower sales volumes decreased sales by approximately $5.2 million.

Current report

•Plant Nutrition operating (loss) earnings decreased $3.9 million to an operating loss of $1.4 million primarily due to lower average sales prices and sales volumes.

Current report

•Plant Nutrition sales increased 1%, or $1.8 million, due to higher sales volumes, which was mostly offset by lower average sales prices.

Current report

•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% lower than prices in fiscal 2024. Market bid volumes are expected to be down approximately 7% to 10% compared to fiscal 2024, which is consistent with expectations given inventory levels across the service market and producer supply positions following two consecutive mild winters.

Current report

On August 12, 2024, we entered into amendments to our 2023 Credit Agreement and our AR Facility, which extended the deadline for delivery of our June 30, 2024 financial statements for the quarter ended June 30, 2024, together with the respective compliance certificates, from 45 days to 75 days after the last day of the quarter ended June 30, 2024.

Current report

On September 13, 2024, we entered into amendments to our 2023 Credit Agreement and our AR Facility, which extended the deadline for delivery of our June 30, 2024 financial statements for the quarter ended June 30, 2024, together with the respective compliance certificates, to November 29, 2024, 152 days after the last day of the quarter ended June 30, 2024.

Current report

On September 18, 2024, we received a notice of default relating to its 6.750% Senior Notes due 2027 because we failed to timely furnish a Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. We have 90 days from receipt of the notice to remedy prior to it becoming an Event of Default under the terms of the Indenture, dated November 29, 2019.
Removed paragraphs (18)

Previous report

•Operating loss of $45.8 million decreased $93.7 million from operating income of $47.9 million in the prior-year period, primarily reflecting the impairments in our Fortress business and Plant Nutrition segment (see Item 1, Note 1) and lower Salt operating earnings. Corporate and Other operating loss increased from the prior year primarily due to $57.1 million of goodwill, long-lived asset and inventory impairments related to our Fortress business and $1.7 million restructuring charges related to the terminated lithium development. The increases were partially offset by the non-cash reduction in our Fortress-related contingent consideration of $24.3 million. Plant Nutrition operating earnings decreased due primarily to a write-off of the goodwill balance as a result of reduced cash flow assumptions impacting expected profitability of the Plant Nutrition segment (see Item 1, Note 1). Salt operating earnings decreased due to a 21% decline in Salt sales volumes due to winter weather in the quarter which was substantially below normal levels.

Previous report

Gross Profit: Decreased 8%, or $11.7 million; Gross Margin remained unchanged at 20%

Previous report

Gain on Foreign Exchange: Increased $2.3 million from $0.2 million to $2.5 million

Previous report

Income Tax (Benefit) Expense: Decreased $68.2 million from expense of $55.1 million to a benefit of $13.1 million

Previous report

Interest Income: Decreased $2.4 million from $3.0 million to $0.6 million

Previous report

Income Tax (Benefit) Expense: Decreased $78.3 million from expense of $67.0 million to a benefit of $11.3 million

Previous report

•The decrease in income tax expense was due primarily to a significant decrease in the annual effective tax rate for fiscal year 2024 versus 2023, driven by a significant decrease in fiscal year 2024’s forecasted pretax book income for the remainder of the year. Additionally, the majority of the impairments recorded in the six months ended March 31, 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.

Previous report

•Salt sales decreased $50.1 million, primarily due to lower sales volumes, partially offset by higher average sales prices.

Previous report

•Salt sales decreased $83.9 million, primarily due to lower sales volumes, partially offset by higher average sales prices.

Previous report

•Plant Nutrition sales increased 5%, or $2.4 million, due to higher sales volumes, partially offset by lower average sales prices.

Previous report

•Plant Nutrition operating earnings decreased $52.7 million to a $53.4 million operating loss primarily due to the write-off of goodwill (see Item 1, Note 1) and lower averages sales prices, which was partially offset by lower per-unit product and distribution costs and higher sales volumes.

Previous report

•Plant Nutrition sales increased 12%, or $10.5 million, due to higher sales volumes, partially offset by lower average sales prices.

Previous report

•Production has been curtailed at our Goderich mine to reduce the inventory levels in the coming deicing season. We expect that this will result in incremental expenses of approximately $14 million, split evenly over the next two

Previous report

quarters of fiscal 2024, including accelerated recognition of a portion of fixed production costs that would normally be included in inventory and then expensed when sold.
Reworded paragraphs (70)

Previous wording

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; our continued ability to access ambient lake brine in the Great Salt Lake; the termination of our lithium development project; geological conditions; dependency on a limited number of key production and distribution facilities and critical equipment; weather conditions; 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; our payment of any dividends; financial assurance requirements; 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 changes in currency exchange rates; conditions in the sectors where we sell products and supply and demand imbalances for competing products; 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; 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 l…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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; our continued ability to access ambient lake brine in the Great Salt Lake; the termination of our lithium development project; geological conditions; dependency on a limited number of key production and distribution facilities and critical equipment; weather conditions; 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; our payment of any dividends; financial assurance requirements; 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 changes in currency exchange rates; conditions in the sectors where we sell products and supply and demand imbalances for competing products; 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; 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 l…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 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

Current wording

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 otherwise noted, references to North America include only the continental U.S. and Canada, and references to the United

Previous wording

“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.

Current wording

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.

Previous wording

Preparation of our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8, Note 2 to the Consolidated Financial Statements included in our 2023 Form 10-K, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements.

Current wording

Preparation of our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8, Note 2 to the Consolidated Financial Statements included in our 2023 Form 10-K/A, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements.

Previous wording

As previously disclosed in the 2023 Form 10-K and as discussed in Item 1, Note 5 of our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, we indefinitely paused new investment in the lithium salt project pending greater clarity on the evolving regulatory environment in Utah. In December of 2023, a revised draft of rules was proposed, project engineering estimates were refined and, taken together with the decline in market price of lithium products, we determined to terminate the lithium development. Consequently, we evaluated the capitalized assets and recorded an impairment charge of $74.8 million for the six months ended March 31, 2024, including $5.9 million associated with future commitments as of March 31, 2024. Additional restructuring charges of $1.7 million were recorded in other operating (income) expense during the three months ended March 31, 2024. The impairment charges were recognized to value the assets at estimated fair value, considering equipment expected to be used by the on-going business and amounts estimated to be recoverable through returns or salvage value. The determination of fair value of these assets requires us to make estimates and assumptions that include, but are not limited to, estimated proceeds to be received upon sale or return of the equipment, assumptions about the ability to redeploy equipment and materials to other parts of the business and estimates regarding the utility value and replacement cost of the equipment redeployed. Actual proceeds received from asset sales or returns and our ability to utilize the assets may vary from the our estimates resulting in further impairment.

Current wording

As previously disclosed in the 2023 Form 10-K and as discussed in Item 1, Note 5 of our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, we indefinitely paused new investment in the lithium salt project pending greater clarity on the evolving regulatory environment in Utah. In December of 2023, a revised draft of rules was proposed, project engineering estimates were refined and, taken together with the decline in market price of lithium products, we determined to terminate the lithium development. Consequently, we evaluated the capitalized assets and recorded an impairment charge of $74.8 million for the nine months ended June 30, 2024, including $5.3 million associated with future commitments as of June 30, 2024. The impairment charges were recognized to value the assets at estimated fair value, considering equipment expected to be used by the on-going business and amounts estimated to be recoverable through returns or salvage value. The determination of fair value of these assets requires us to make estimates and assumptions that include, but are not limited to, estimated proceeds to be received upon sale or return of the equipment, assumptions about the ability to redeploy equipment and materials to other parts of the business and estimates regarding the utility value and replacement cost of the equipment redeployed. Actual proceeds received from asset sales or returns and our ability to utilize the assets may vary from our estimates resulting in further impairment.

Previous wording

As discussed in Item 1, Note 1 of our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, as a result of a sustained decrease in our publicly quoted share price and market capitalization continuing into fiscal 2024 and recent developments related to our magnesium chloride-based fire retardants impacting our Fortress business, we determined that there were indicators for impairment which necessitated impairment testing of long-lived assets and goodwill. As a result of the evaluation, we recorded a long-lived asset impairment, net, of $15.6 million, an inventory impairment of $1.5 million and goodwill impairment of $40.0 million related to Fortress and goodwill impairment of $51.0 million related to Plant Nutrition. In connection with the impairments, we determined the estimated fair value for each reporting unit based on discounted cash flow projections (income approach), market values for comparable businesses (market approach) or a combination of both. The determination of fair value of the reporting units requires us to make estimates and assumptions that include, but are not limited to, discount rates, long-term revenue growth rates and the amount and timing of expected future cash flows. Our estimates may differ from actual future cash flows.

Current wording

As discussed in Item 1, Note 1 of our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, as a result of a sustained decrease in our publicly quoted share price and market capitalization continuing into fiscal 2024 and recent developments related to our magnesium chloride-based fire retardants impacting our Fortress business, we determined that there were indicators for impairment which necessitated impairment testing of long-lived assets and goodwill during the second quarter of fiscal 2024. As a result of the evaluation, we recorded a long-lived asset impairment, net, of $15.6 million, an inventory impairment of $2.4 million and goodwill impairment of $32.0 million related to Fortress and goodwill impairment of $51.0 million related to Plant Nutrition as of March 31, 2024. Failure to obtain full qualification by the USFS or a decision by the USFS not to enter into commercial agreements with respect to Fortress’s magnesium or non-magnesium chloride-based fire retardant products could result in additional impairments related to the Fortress business. In connection with the impairments, we determined the estimated fair value for each reporting unit based on discounted cash flow projections (income approach), market values for comparable businesses (market approach) or a combination of both. The determination of fair value of the reporting units requires us to make estimates and assumptions that include, but are not limited to, discount rates, long-term revenue growth rates and the amount and timing of expected future cash flows. Our estimates may differ from actual future cash flows. Management does not believe that the remaining goodwill balance in its Corporate and Other reporting unit is currently at risk of impairment as of June 30, 2024.

Previous wording

In May 2023, we completed the purchase of Fortress, a next-generation fire retardant company dedicated to developing and producing a portfolio of environmentally-friendly aerial and ground fire retardant products to help combat wildfires (see Item 1, Note 2 of our Consolidated Financial Statements). December 31, 2023 marked the end of Fortress's first commercially operating fire season with the U.S. Forest Service (“USFS”). As described in Item 1, Note 1 of our Consolidated Financial Statements, the USFS recently notified us that Fortress would not be awarded a contract to supply its magnesium chloride-based aerial fire retardant for the calendar 2024 fire season. We are evaluating various alternatives regarding the path forward for the Fortress business given recent developments.

Current wording

In May 2023, we completed the purchase of Fortress, a fire retardant company working to develop long-term fire retardant solutions to help combat wildfires (see Item 1, Note 2 of our Consolidated Financial Statements). December 31, 2023 marked the end of Fortress's first commercially operating fire season with the U.S. Forest Service (“USFS”). As described in Item 1, Note 1 of our Consolidated Financial Statements, the USFS recently notified us that Fortress would not be awarded a contract to supply its magnesium chloride-based aerial fire retardant for the calendar 2024 fire season. We are evaluating various alternatives regarding the path forward for the Fortress business given recent developments. Refer to the discussion above in Critical Accounting Estimates and in Item 1, Note 1 of our Consolidated Financial Statements for additional details.

Previous wording

Additionally, we had been pursuing development of a sustainable lithium salt resource near Ogden, UT to support the North American battery market. However, as discussed above in Critical Accounting Policies and in Item 1, Note 5 of our Consolidated Financial Statements, we have terminated our pursuit of the lithium development. As a result, we recognized a $74.8 million loss on impairment of long-lived assets for the six months ended March 31, 2024, including $5.9 million associated with future commitments as of March 31, 2024. Additional restructuring charges of $1.7 million were also recorded during the three months ended March 31, 2024.

Current wording

Additionally, we had been pursuing development of a sustainable lithium salt resource near Ogden, UT to support the North American battery market. However, as discussed above in Critical Accounting Policies and in Item 1, Note 5 of our Consolidated Financial Statements, we have terminated our pursuit of the lithium development.

Previous wording

The following is a summary of our consolidated results of continuing operations for the three and six months ended March 31, 2024 and 2023, 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.

Current wording

The following is a summary of our consolidated results of continuing operations for the three and nine months ended June 30, 2024 and 2023, 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.

Previous wording

•Total sales decreased 11%, or $47.1 million, due to lower Salt segment sales, partially offset by higher Plant Nutrition segment sales. The decrease in sales for Salt reflected lower sales volumes, partially offset by higher 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.

Current wording

•Total sales decreased 2%, or $4.7 million, due to lower Plant Nutrition segment sales and lower sales from our Fortress business, partially offset by higher Salt segment sales. The decrease in sales for Plant Nutrition reflected lower sales volumes and average sales prices. Fortress has not been awarded a contract for the 2024 fire season. Salt sales increased from the prior year due to an increase in average sales prices, partially offset by slightly lower sales volumes.

Previous wording

•Earnings before interest, taxes, depreciation and amortization (“EBITDA”)* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 12.8%, or $9.9 million, benefiting from a $24.3 million gain recorded in the current period related to the decline in the valuation of the Fortress contingent consideration.

Current wording

•Earnings before interest, taxes, depreciation and amortization (“EBITDA”)* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 14.7%, or $4.2 million, benefiting from a $0.9 million gain recorded in the current period related to the decline in the valuation of the Fortress contingent consideration.

Previous wording

•Diluted net loss per common share of $1.16 increased by $0.63 from $0.53 per common share in the prior-year period.

Current wording

•Diluted net loss per common share of $1.05 decreased by $1.93 from net earnings of $0.88 per common share in the prior-year period.

Previous wording

•Total sales decreased 8%, or $57.8 million, due to lower Salt segment sales, partially offset by higher Plant Nutrition segment sales and sales by the Fortress fire retardant business. The decrease in Salt sales was primarily driven by lower sales volumes, partially offset by higher 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.

Current wording

•Total sales decreased 6%, or $62.5 million, due to lower Salt segment sales, partially offset by sales by the Fortress fire retardant business and slightly higher Plant Nutrition segment sales. The decrease in Salt sales was primarily driven by lower sales volumes, partially offset by higher 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.

Previous wording

•Operating loss of $101.1 million decreased $176.9 million from operating income of $75.8 million in the prior-year period, primarily reflecting the impairments related to our previous lithium development project (see Item 1, Note 5), our Fortress business and the Plant Nutrition segment (see Item 1, Note 1) and lower Plant Nutrition and Salt operating earnings. Corporate and Other operating loss increased from the prior year primarily due to a $74.8 million lithium asset impairment and $57.1 million of goodwill, long-lived asset and inventory impairments related to the Fortress business. The increases were partially offset by the net non-cash reduction in our Fortress-related contingent consideration of $21.4 million. Plant Nutrition operating earnings decreased due primarily to a $51.0 million goodwill impairment and lower sales prices, which were partially offset by lower per-unit product and distribution costs. In addition, Salt operating earnings decreased due to lower Salt sales volumes and higher per-unit product costs, partially offset by higher average sales prices.

Current wording

•Operating loss of $87.0 million decreased $162.2 million from operating income of $75.2 million in the prior-year period, primarily reflecting the impairments related to our previous lithium development project (see Item 1, Note 5), our Fortress business and the Plant Nutrition segment (see Item 1, Note 1) and lower Plant Nutrition operating earnings. Corporate and Other operating loss increased from the prior year primarily due to a $74.8 million lithium asset impairment and $50.0 million of goodwill, long-lived asset and inventory impairments related to the Fortress business. The increases were partially offset by the net non-cash reduction in our Fortress-related contingent consideration of $23.1 million. Plant Nutrition operating earnings decreased due primarily to a $51.0 million goodwill impairment and lower sales prices, which were partially offset by lower per-unit product and distribution costs. In addition, Salt operating earnings increased slightly due to higher average sales prices, which was mostly offset by lower Salt sales volumes and higher per-unit product costs, partially offset by higher average sales prices.

Previous wording

•Adjusted EBITDA increased by 5%, or $7.5 million, benefiting from a $21.4 million net gain recorded in the current year-to-date period related to the decline in the valuation of the Fortress contingent consideration.

Current wording

•Adjusted EBITDA increased by 14%, or $22.9 million, benefiting from a $23.1 million net gain recorded in the current year-to-date period related to the decline in the valuation of the Fortress contingent consideration.

Previous wording

•Diluted net loss per common share of $2.99 increased by $2.44 from $0.55 per common share in the prior-year period.

Current wording

•Diluted net loss per common share of $3.83 decreased by $4.18 from net earnings of $0.35 per common share in the prior-year period.

Previous wording

Gross Profit: Decreased 14%, or $12.3 million; Gross Margin decreased 1 percentage point to 20%

Current wording

Gross Profit: Decreased 6%, or $2.0 million; Gross Margin decreased 1 percentage point to 16%

Previous wording

•Salt segment gross profit decreased $7.6 million primarily due to lower sales volumes and higher per-unit product costs, which were partially offset by higher average sales prices (see Salt operating results).

Current wording

•Salt segment gross profit increased $2.9 million primarily due to higher average sale prices, partially offset by higher per-unit product costs and slightly lower sales volumes (see Salt operating results).

Previous wording

•The gross profit of the Plant Nutrition segment decreased $1.9 million due to lower average sales prices, which were partially offset by lower per-unit product and distribution costs (see Plant Nutrition operating results).

Current wording

•The gross profit of the Plant Nutrition segment decreased $4.1 million due to lower average sales prices and volumes (see Plant Nutrition operating results).

Previous wording

•Salt segment gross profit decreased $5.6 primarily due to lower sales volumes and higher per-unit product costs, which were partially offset by higher average sales prices (see Salt operating results).

Current wording

•Salt segment gross profit decreased $2.9 primarily due to lower sales volumes and higher per-unit product costs, which were partially offset by higher average sales prices (see Salt operating results).

Previous wording

•The gross profit of the Plant Nutrition segment decreased $15.4 million due to lower average sales prices, which were partially offset by lower per-unit product and distribution costs and higher sales volumes (see Plant Nutrition operating results).

Current wording

•The gross profit of the Plant Nutrition segment decreased $19.0 million due to lower average sales prices, which were partially offset by lower per-unit product and distribution costs and higher sales volumes (see Plant Nutrition operating results).

Previous wording

SG&A: Increased $2.8 million; increased 1.2 percentage points as a percentage of sales from 10.0% to 11.2%

Current wording

SG&A: Decreased $5.5 million; Decreased 2.3 percentage points as a percentage of sales from 15.9% to 13.6%

Previous wording

Other Operating (Income) Expense: Decreased $24.1 million from expense of $2.9 million to income of $21.2 million

Current wording

Other Operating (Income) Expense: Decreased $3.0 million from expense of $2.2 million to income of $0.8 million

Previous wording

•The decrease in other operating expense was primarily the result of a $24.3 million decrease in the contingent consideration related to the Fortress acquisition due to changes in projected revenues and cash flows from our magnesium chloride-based fire retardants. We also recognized additional restructuring charges of $1.7 million for the three months ended March 31, 2024 related to the termination of the lithium development (see Item 1, Note 5).

Current wording

•The decrease in other operating expense was primarily the result of lower restructuring charges in the current period and a $0.9 million gain in the contingent consideration related to the Fortress acquisition due to changes in projected revenues and cash flows from our magnesium chloride-based fire retardants.

Previous wording

•We realized a gain on foreign exchange of $2.5 million in the second quarter of fiscal 2024 compared to $0.2 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.

Current wording

•We realized a gain on foreign exchange of $0.5 million in the third quarter of fiscal 2024 compared to a loss of $2.3 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.

Previous wording

Net Loss in Equity Investees: $1.4 million in the prior-year period

Current wording

Net Loss in Equity Investees: $0.8 million in the prior-year period

Previous wording

•We realized a net loss of $1.4 million in the prior-year period reflecting our share of losses related to our equity investments as these development stage businesses positioned themselves for commercialization.

Current wording

•We realized a net loss of $0.8 million in the prior-year period reflecting our share of losses related to our equity investments as these development stage businesses positioned themselves for commercialization.

Previous wording

•The increase is due primarily to fees to refinance our debt.

Current wording

•The decrease is due primarily to losses on cash flow hedges and fees paid to refinance our debt. in the prior period.

Previous wording

•Our effective tax rate was 21.4% for the three months ended March 31, 2024, which 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, no tax benefit was recorded on the Plant Nutrition impairment as the impairment is not tax deductible.

Current wording

•Our effective tax rate was (300%) for the three months ended June 30, 2024, 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.

Previous wording

SG&A: Decreased $1.1 million; increased 0.7 percentage points as a percentage of sales from 8.4% to 9.1%

Current wording

SG&A: Decreased $2.7 million; increased 0.5 percentage points as a percentage of sales from 11.2% to 11.7%

Previous wording

•The increase in SG&A expense was primarily due to expenses related to our Fortress fire retardant business that was acquired in May 2023.

Current wording

•The increase in SG&A expense was primarily due to lower corporate incentive compensation and lower lithium expenses, which was partially offset by expenses related to our Fortress fire retardant business that was acquired in May 2023.

Previous wording

Loss on Impairments: $106.6 million in the current-year period

Current wording

Loss on Impairments: $173.4 million in the current-year period

Previous wording

•During the six months ended March 31, 2024, we recognized goodwill impairments of $51.0 million related to our Plant Nutrition segment and $40.0 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 six months ended March 31, 2024, we recognized a $15.6 million long-lived asset impairment, net, related to Fortress magnesium chloride-based products. See Item 1, Note 1 for additional information.

Current wording

•During the nine months ended June 30, 2024, we recognized 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 recognized a $15.6 million long-lived asset impairment, net, related to Fortress magnesium chloride-based products. See Item 1, Note 1 for additional information.

Previous wording

•We recognized an impairment loss of $74.8 million for the six months ended March 31, 2024 related to the termination of the lithium development (see Item 1, Note 5).

Current wording

•We recognized an impairment loss of $74.8 million for the nine months ended June 30, 2024 related to the termination of the lithium development (see Item 1, Note 5).

Previous wording

Other Operating (Income) Expense: Decreased $19.0 million from expense of $3.2 million to income of $15.8 million

Current wording

Other Operating (Income) Expense: Decreased $22.8 million from expense of $5.4 million to income of $17.4 million

Previous wording

(Gain) Loss on Foreign Exchange: Rose by $2.9 million from a loss of $2.3 million to a gain of $0.6 million

Current wording

(Gain) Loss on Foreign Exchange: Rose by $5.7 million from a loss of $4.6 million to a gain of $1.1 million

Previous wording

•We realized a gain on foreign exchange of $0.6 million in the first six months of 2024, compared to a loss of $2.3 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.

Current wording

•We realized a gain on foreign exchange of $1.1 million in the first nine months of 2024, compared to a loss of $4.6 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.

Previous wording

Net Loss in Equity Investees: $2.3 million in the prior-year period

Current wording

Net Loss in Equity Investees: $3.1 million in the prior-year period

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Gross Profit: Decreased 8%, or $14.3 million; Gross Margin decreased 1 percentage point to 19%

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

As discussed above in Critical Accounting Policies and in Item 1, Note 1 of our Consolidated Financial Statements, we recognized a long-lived asset impairment, net, of $15.6 million, an inventory impairment of $1.5 million and goodwill impairment of $40.0 million related to Fortress and goodwill impairment of $51.0 million related to Plant Nutrition. Failure to obtain full qualification by the USFS or a decision by the USFS not to enter into commercial agreements with respect to Fortress’s magnesium or non-magnesium chloride-based fire retardant products could result in additional impairments related to the Fortress business.

Previous report — wording carried elsewhere

•During the three months ended March 31, 2024, we performed an interim impairment test of our reporting units. As a result, we recognized goodwill impairments of $51.0 million related to our Plant Nutrition segment and $40.0 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 three months ended March 31, 2024, we recognized a $15.6 million long-lived asset impairment, net, related to Fortress magnesium chloride-based products. See Item 1, Note 1 for additional information.

Previous report — wording carried elsewhere

Loss on Impairments: $181.4 million in the current-year period

Previous report — wording carried elsewhere

•Salt sales volumes decreased 21% in total, or 937,000 tons, reducing sales by approximately $72.8 million. Highway deicing sales volumes decreased 22%, reflecting a combination of exceptionally mild weather and the impact of 5% lower total committed bid volumes compared to the prior-year bid season. Consumer and industrial sales volumes decreased 14% primarily due to lower deicing volumes.

Previous report — wording carried elsewhere

•Plant Nutrition sales volumes increased 23% year over year driven by normalization of demand levels in fiscal 2024 following lower demand in fiscal 2023 reflective of impacts from weather events in key markets and uncertainty regarding future fertilizer prices causing customers to cancel or delay purchases. The higher sales volumes increased sales by approximately $11.0 million.

Previous report — wording carried elsewhere

former lithium development project. However, during the first quarter of fiscal 2024, we ceased further development of the lithium project. For more information, refer to Item 1, Note 5 of our Consolidated Financial Statements and Part I, Item 1A, “Risk Factors” in our 2023 Form 10-K.