COMPASS MINERALS INTERNATIONAL INC
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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Notes to Condensed Consolidated Financial Statements (unaudited)
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- 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 (“UK”). The Company also provides records management services in the UK. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the UK 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 Condensed Consolidated Balance Sheet as of September 30, 2025, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements (“Condensed 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 Condensed 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 fiscal year ended September 30, 2025. 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.
Accounting Pronouncements Issued Not Yet Adopted
Income Tax Disclosures. In December 2023, the Financial Accounting Standards Board (“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. The amendments should be applied prospectively; however, retrospective application is permitted. The Company will adopt the disclosure requirements of ASU 2023-09 in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2026, which will result in additional disclosures related to income tax but will not impact the Company’s results of operations or financial position.
Disaggregation of Income Statement Expenses. 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 purchases of inventory, employee compensation, depreciation, depletion, 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 with 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.
Interim Reporting. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance for interim reporting and clarify when that guidance is applicable. This ASU provides a comprehensive list of required interim disclosures and also requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For the Company, the guidance becomes effective in the first interim period of the fiscal year ended September 30, 2029. Early adoption is permitted. Management is currently evaluating ASU 2025-11 to determine its impact on the Company’s disclosures.
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Presentation
In the Condensed Consolidated Statements of Cash Flows, the presentation of Principal payments to pay down term loan of $(191.3) million has been reclassified in the nine months ended June 30, 2025 to Principal payments on long-term debt to conform to current year presentation.
- REVENUES
Disaggregation of Revenue
Sales is disaggregated in the following table by timing of revenue recognition (in millions):
| Three Months EndedJune 30, | Nine Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Timing of revenue recognition: | ||||
| Products and services transferred at a point in time | $212.5 | $211.8 | $1,056.2 | $1,008.4 |
| Products and services transferred over time(a) | 2.8 | 2.8 | 8.4 | 8.0 |
| Total sales | $215.3 | $214.6 | $1,064.6 | $1,016.4 |
(a) Amounts include records management business utilizing excavated areas of its Winsford salt mine withone other location in London, England.
For disaggregation of sales by segment and type, see Note 9. Operating Segments.
Receivables
The following table provides the balances of receivables (in millions):
| June 30,2026 | September 30,2025 | |
|---|---|---|
| Current assets: | ||
| Receivables related to contracts with customers | $98.8 | $127.3 |
| Miscellaneous receivables(a) | 51.1 | 52.3 |
| Total receivables | $149.9 | $179.6 |
(a)Refer to Note 8. Commitments and Contingencies for additional information.
Deferred Revenue
Deferred revenue represents collections under contracts before the related product or service is transferred to the customer. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Deferred revenue included in Accrued expenses and other current liabilities as of June 30, 2026 and September 30, 2025 was approximately $0.5 million and $1.6 million, respectively. Of the total deferred revenues in the Condensed Consolidated Balance Sheets as of September 30, 2025 that were reclassified to revenue as the result of performance obligations being satisfied during the nine months ended June 30, 2026 was $1.2 million.
- DISPOSITIONS
Sale and Disposition of Wynyard SOP Business
On February 3, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) to sell its SOP business in Wynyard, Saskatchewan, Canada. The Share Purchase Agreement provided for total consideration of approximately $30.8 million, prior to indebtedness and working capital adjustments totaling $2.1 million.
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The transaction closed on March 1, 2026. At closing, the Company received cash proceeds of $23.3 million, net of (i) $3.9 million ($5.2 million denominated in Canadian dollars (“CAD”)) placed in escrow, (ii) $1.3 million of cash on hand transferred to the buyer, and (iii) $0.2 million of transaction costs. The escrow agreement provides for potential purchase price adjustments related to indemnification of claims. Of the escrowed amount, approximately CAD $3.3 million is scheduled to be released on March 1, 2027, and the remaining CAD $1.9 million is scheduled to be released on March 1, 2028, in each case plus accrued interest and net of any amounts deducted pursuant to the terms of the escrow agreement.
As a result of the transaction, the Company recorded a pre-tax Loss on sale of business, net, of $14.5 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, for the nine months ended June 30, 2026. Prior to the sale, the results of the Wynyard SOP business were included in the Company’s Plant Nutrition operating segment. The transaction supports the Company’s ongoing balance sheet strengthening and debt-reduction initiatives.
In connection with the transaction, the Company entered into a transition services agreement with the purchaser that is designed to facilitate the orderly transfer of the operations, including administrative services, which are generally to be provided within 12 months after the closing date. This agreement was not material and does not confer upon the Company the ability to influence the operating or financial policies of the Wynyard SOP business subsequent to March 1, 2026.
As of the March 1, 2026 disposal date, the business had net assets with a carrying value of $30.2 million.
Fortress Exit
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 began the process of exiting the Fortress North America, LLC (“Fortress”) fire retardant business and terminating the employment of all Fortress employees. The results of operations of Fortress were included in Corporate and Other segment.
Impairment. As a result of the above items impacting Fortress, the Company determined that there were indicators of impairment with the associated Fortress intangible assets. Accordingly, the Company performed an impairment assessment of its customer relationships and trade name intangible assets, and their fair value was determined to bezero using an income approach in accordance with ASC 820, Fair Value Measurement, utilizing Level 3 inputs. As a result, the Company recorded a loss on impairment of $0.0 million and $53.0 million, for the three and nine months ended June 30, 2025, respectively.
Additionally, the Company performed an impairment test on the remaining Fortress asset group (including 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, and Equipment, 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). 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.
On 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 both the three and nine months ended June 30, 2025.
Equipment Lease. On May 20, 2025, the Company purchased equipment previously leased for Fortress of $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, was included in Property, plant and equipment, net, in the Condensed 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 a five year period, and a cash earn-out based on volumes of certain Fortress fire retardant products sold over a 10-year period. Given the business ceased operations and had no future expected cash flows, the carrying value of the contingent consideration of $7.9 million was reduced tozero 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 $0.0 million and $7.9 million, respectively.
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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 expense (income), net, in the Condensed Consolidated Statements of Operations for both the three and nine months ended June 30, 2025.
- INVENTORIES
Inventories consist of the following (in millions):
| June 30,2026 | September 30,2025 | |
|---|---|---|
| Finished goods | $151.5 | $219.1 |
| Work in process | 5.9 | 5.9 |
| Raw materials and supplies(a) | 99.8 | 87.0 |
| Total inventories | $257.2 | $312.0 |
(a)Excludes certain raw materials and supplies of $32.6 million and $33.0 million as of June 30, 2026 and September 30, 2025, respectively, that are not expected to be consumed within the next twelve months, included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.
- PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consists of the following (in millions):
| June 30,2026 | September 30,2025 | |
|---|---|---|
| Land, buildings and structures, and leasehold improvements(a) | $539.7 | $554.1 |
| Machinery and equipment(a) | 1,156.6 | 1,154.9 |
| Office furniture and equipment | 13.5 | 23.9 |
| Mineral interests | 168.0 | 169.1 |
| Construction in progress | 68.5 | 51.6 |
| 1,946.3 | 1,953.6 | |
| Less: accumulated depreciation, depletion, and amortization | (1,199.2) | (1,183.5) |
| Property, plant and equipment, net | $747.1 | $770.1 |
(a) Includes finance lease right-of-use assets.
The following table provides supplemental non-cash activities (in millions):
| Nine Months EndedJune 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Purchases of Property, plant and equipment in Accounts payable | $9.6 | $4.5 |
| Purchases of Property, plant and equipment in Accrued expenses and other current liabilities | 7.4 | 2.5 |
| Transfers of Property, plant and equipment from Inventory | 7.4 | 5.2 |
- INCOME TAXES
The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. valuation allowances recorded on deferred tax assets, U.S. statutory depletion, state income taxes (net of federal tax benefit), nondeductible executive compensation over $1 million, foreign income, mining and withholding taxes, and base erosion and anti-abuse tax.
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The effective tax rates applied to the nine months ended June 30, 2026 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, 2026. 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, an additional valuation allowance of $7.2 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.
As of June 30, 2026 and September 30, 2025, the Company had $84.2 million and $80.5 million, respectively, of gross federal net operating loss (“NOL”) carryforwards that have no expiration date and $7.3 million and $7.1 million at June 30, 2026 and September 30, 2025, respectively, of net operating tax-effected state NOL carryforwards which expire beginning in 2031.
In November 2025, the Company reached a settlement with a Canadian provincial tax authority regarding a tax dispute for fiscal years 2002 through 2018. The Canadian provincial tax authority had challenged tax positions claimed by one of the Company’s Canadian subsidiaries and issued tax reassessments for fiscal years 2002 through 2020. The reassessments were the result of ongoing audits and totaled $209.8 million, including interest as of September 30, 2025.
The settlement resolved the dispute for tax years 2002 through 2018. In connection with the settlement, the Company also revised its mining tax calculations for tax years subsequent to 2018 consistent with the principles agreed to in the settlement agreement. The Company is in the process of amending the relevant tax returns to obtain the associated federal and provincial refunds. The total net expected cash outlay, after taking into account expected federal refunds and deductions associated with the agreed upon tax and interest as well as estimated subsequent tax year impacts, is $8.7 million. Additionally, the settlement and other updates to uncertain tax positions resulted in an overall tax benefit of $3.5 million, for the nine months ended June 30, 2026.
The Company previously paid $35.8 million over a period of several years to the Canadian tax authorities as a deposit, which was recorded in Other noncurrent assets in the Condensed Consolidated Balance Sheets. The deposit was previously required to be paid by the Company to proceed with future appeals or litigation and was subsequently applied to the amount due at settlement. The remaining settlement amount of $24.8 million related to tax years 2002 through 2018 was paid in November 2025.
The additional impacts of the settlement on the Condensed Consolidated Balance Sheets at June 30, 2026, as compared to September 30, 2025, included an increase of $21.4 million in Other current assets, due to expected federal refunds from amended returns to be filed; a decrease in Other noncurrent assets of $47.1 million, primarily due to the application of the deposit to the amount of the total settlement; and a decrease in Other noncurrent liabilities of $54.0 million, due to the change in liabilities for uncertain tax positions. With the settlement, the performance bonds of $157.4 million posted as collateral for the 2002 through 2018 period were released.
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. While the Company is benefiting from the relaxing of interest deduction limitations, the Company does not view the legislation to significantly impact its income tax profile.
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- 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 30,2026 | September 30,2025 | |
|---|---|---|
| Secured Debt: | ||
| Revolving Credit Facility due May 2028 | $35.0 | $— |
| Subordinated Debt: | ||
| 8.00% Senior Notes due July 2030 | 650.0 | 650.0 |
| 6.75% Senior Notes due December 2027 | — | 150.0 |
| Accounts Receivable Securitization Facility | 43.0 | 45.8 |
| Total principal amount of debt | 728.0 | 845.8 |
| Finance lease liabilities | 11.5 | 15.5 |
| Unamortized deferred financing costs | (11.4) | (13.6) |
| Total carrying value of debt and finance lease liabilities | 728.1 | 847.7 |
| Current portion of finance lease liabilities | (5.6) | (7.9) |
| Total long-term carrying value of debt and finance lease liabilities | $722.5 | $839.8 |
Amended and Restated Credit Agreement
The Company is party to its 2023 Credit Agreement, dated April 20, 2016 (as amended and restated as of November 26, 2019, as amended and restated as of May 5, 2023, as further amended by the First Amendment to the Credit Agreement, dated as March 27, 2024, the Second Amendment to the Credit Agreement, dated as of August 12, 2024, the Third Amendment to the Credit Agreement, dated as of September 13, 2024, the Fourth Amendment to the Credit Agreement, dated as of December 12, 2024, and the Fifth Amendment, dated as of June 16, 2025), (together the “Amended and Restated 2023 Credit Agreement”).
The Fifth Amendment, dated as of June 16, 2025 under the Amended and Restated 2023 Credit Agreement, among other things, fixed the aggregate revolving commitments at $325.0 million. 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.
As of June 30, 2026 and September 30, 2025, the Company had outstanding borrowings of $35.0 million and $0.0 million, respectively, under its revolving credit facility. Also, as of June 30, 2026, outstanding letters of credit totaling $18.2 million further reduced the available borrowing capacity under the Company’s $325.0 million revolving credit facility to $271.8 million. 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 margin. As of June 30, 2026, the weighted average interest rate on the revolving credit facility borrowings under the Amended and Restated 2023 Credit Agreement was approximately 5.8%.
8.00% Senior Notes due 2030
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. The 2030 Notes are guaranteed by certain of the Company’s domestic subsidiaries. The 2030 Notes will mature on July 1, 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 $43.5 million under the revolving credit facility and $191.3 million under the term loan under its senior secured credit facility, (ii) redeem approximately $350.0 million of its 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 $7.6 million, for both the three and nine months ended June 30, 2025. The loss was comprised of a $3.9 million prepayment premium related to
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the partial redemption of the 2027 Notes and a $3.7 million write-off of unamortized deferred financing costs related to the partial redemption of the 2027 Notes and the repayment of the Company’s term loan under its Amended and Restated 2023 Credit Agreement.
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.
6.75% Senior Notes due 2027
In November 2019, the Company issued $500.0 million aggregate principal amount of its 2027 Notes. The 2027 Notes were unsecured obligations and were guaranteed by certain of the Company’s domestic subsidiaries. Interest on the 2027 Notes was due semi-annually on June 1 and December 1. The 2027 Notes were scheduled to mature on December 1, 2027 and were subordinated to all existing and future indebtedness. The indenture governing the 2027 Notes contained covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
On June 17, 2025, the Company redeemed $350.0 million of the 2027 Notes, reducing the aggregate outstanding principal balance to $150.0 million.
On March 30, 2026, the Company redeemed in full the remaining $150.0 million outstanding 2027 Notes using cash on hand at 100% of principal plus accrued interest through, but excluding, the redemption date. The Company recorded a $0.0 million and $0.5 million loss on extinguishment of debt related to the write-off of deferred financing costs, respectively, during the three and nine months ended June 30, 2026.
Accounts Receivable Securitization Facility
On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. The AR Facility was further amended by the First Amendment to the AR Facility, dated as of June 27, 2022, the Second Amendment to the AR Facility, dated as of January 31, 2023, the Third Amended to the AR Facility, dated as of March 27, 2024 (extending the AR facility to March 2027), the Fourth Amended to the AR Facility, dated as of August 12, 2024, and the Fifth Amendment to the AR Facility, dated as of September 13, 2024.
On March 19, 2026, certain of the Company’s U.S. subsidiaries entered into a Sixth Amendment to its AR Facility, extending the facility to March 2029.
In connection with the AR Facility, one of the Company’s U.S. subsidiaries, from time to time, sells and contributes receivables and certain related assets to a special purpose entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE finances its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company services the receivables on behalf of the SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility.
- COMMITMENTS AND CONTINGENCIES
The Company is subject to legal and administrative proceedings, environmental remediation liabilities, 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 this Note 8.
Beginning on February 1, 2023, two shareholder derivative lawsuits were filed in the United States District Court for the District of Kansas against certain directors and executives of the Company, purportedly on behalf of the Company, alleging breaches of fiduciary duties arising from materially false and misleading statements and omissions during the period from
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October 30, 2017 to October 21, 2022. The court consolidated the actions on February 28, 2025. On October 14, 2025, the court approved a settlement resolving the consolidated derivative action, pursuant to which the Company agreed to adopt certain corporate governance reforms, and insurers for the defendant directors and executives paid the full amount of the awarded legal fees and expenses in accordance with the court’s order and the settlement agreement.
On April 24, 2024, a putative securities class action was filed in the United States District Court for the District of Kansas against the Company and certain individuals, alleging materially false and misleading statements during the period from February 8, 2023 to March 25, 2024, regarding Fortress North America, the Company’s former fire retardant business. An amended complaint was filed on February 10, 2025. On January 7, 2026, the court granted final approval of a settlement resolving the matter for $4.9 million, which was consented to by the Company’s insurers, with approximately $1.0 million paid by the Company.
Beginning on October 30, 2024, two shareholder derivative lawsuits were filed against certain current and former officers and directors of the Company, purportedly on behalf of the Company, alleging that misleading statements and omissions were made regarding the Company’s fire retardant business during the period from November 29, 2023 to March 22, 2024. The court consolidated the actions on June 3, 2025, and an amended consolidated complaint was filed on July 30, 2025, which added an additional defendant and asserted additional claims. On February 20, 2026, the court granted final approval of a settlement resolving the derivative actions. Pursuant to the settlement, the Company agreed to implement certain corporate governance reforms, and the Company’s insurers agreed to pay legal fees and expenses to plaintiffs’ counsel.
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, 2024 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 asserted and potential 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.
In March 2026, the Company submitted a remediation plan to the State of Utah to address a diesel release from underground piping at a fueling station located at its Ogden, Utah facility. As of June 30, 2026, the Company recorded an estimated liability of $2.4 million, included in Accrued expenses and other current liabilities and estimated insurance recoveries of $2.3 million, included in Receivables related to this matter. Environmental liabilities may decline as remediation spending occurs.
As of June 30, 2026 and September 30, 2025, the Company recorded liabilities of $47.0 million and $51.8 million, respectively, included in Accrued expenses and other current liabilities, $1.7 million and $0.0 million, respectively, included in Other noncurrent liabilities, and estimated insurance recoveries of $44.6 million and $47.0 million, respectively, included in Receivables, in the Condensed Consolidated Balance Sheets associated with the legal, environmental (including the diesel release matter), and product recall matters described above.
- 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. The Company has presentedtwo reportable segments in its Condensed Consolidated Financial Statements: Salt and Plant Nutrition. The Salt segment produces and markets salt, consisting primarily of sodium chloride and magnesium chloride, for use in road deicing for winter roadway safety and for dust control, food processing, water softening and other consumer, agricultural and industrial applications. The Plant Nutrition segment produces and markets various grades of SOP. On March 1, 2026, the Company sold its SOP business in Wynyard, Saskatchewan, Canada included in the Plant Nutrition segment, see Note 3. Dispositions for further information. The results of operations for the Company’s records management businesses are included in Corporate and Other in the tables below.
The chief operating decision maker (“CODM”) is the Company’s President and Chief Executive Officer. The primary measure of segment profit or loss used by the CODM to regularly evaluate performance, make key operating decisions and determine resource allocation of and among each operating segment is operating income.
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Segment information is as follows (in millions):
| Three Months Ended June 30, 2026 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Sales to external customers(b) | $173.9 | $37.6 | $3.8 | $215.3 |
| Intersegment sales | — | 3.4 | (3.4) | — |
| Shipping and handling cost | 58.8 | 5.2 | — | 64.0 |
| Product cost | 87.5 | 23.5 | 2.4 | 113.4 |
| Gross profit | 27.6 | 8.9 | 1.4 | 37.9 |
| Selling, general and administrative expenses | 6.4 | 1.1 | 19.5 | 27.0 |
| Operating income (loss) | 21.2 | 7.8 | (18.1) | 10.9 |
| Other Segment Disclosures: | ||||
| Depreciation, depletion and amortization | 17.7 | 7.2 | 0.7 | 25.6 |
| Gain on sale of business, net(c) | — | (0.1) | — | (0.1) |
| Capital expenditures | 15.5 | 3.9 | 1.7 | 21.1 |
| Total assets (as of end of period) | 894.7 | 326.7 | 132.1 | 1,353.5 |
| Three Months Ended June 30, 2025 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Sales to external customers(b) | $166.0 | $44.8 | $3.8 | $214.6 |
| Intersegment sales | — | 3.2 | (3.2) | — |
| Shipping and handling cost | 50.0 | 6.7 | — | 56.7 |
| Product cost | 81.6 | 32.4 | 2.7 | 116.7 |
| Gross profit | 34.4 | 5.7 | 1.1 | 41.2 |
| Selling, general and administrative expenses | 6.2 | 0.5 | 17.3 | 24.0 |
| Loss on impairments(d) | — | — | 0.7 | 0.7 |
| Other operating expense | 0.1 | — | 0.5 | 0.6 |
| Operating income (loss)(e)(f) | 28.1 | 5.2 | (17.4) | 15.9 |
| Other Segment Disclosures: | ||||
| Depreciation, depletion and amortization | 17.5 | 6.2 | (0.5) | 23.2 |
| Capital expenditures | 14.6 | 2.9 | 0.5 | 18.0 |
| Total assets (as of end of period) | 1,032.1 | 354.0 | 151.3 | 1,537.4 |
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| Nine Months Ended June 30, 2026 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Sales to external customers(b) | $888.0 | $165.4 | $11.2 | $1,064.6 |
| Intersegment sales | — | 6.4 | (6.4) | — |
| Shipping and handling cost | 291.3 | 22.8 | — | 314.1 |
| Product cost | 440.6 | 118.5 | 7.3 | 566.4 |
| Gross profit | 156.1 | 24.1 | 3.9 | 184.1 |
| Selling, general and administrative expenses | 20.6 | 3.3 | 56.7 | 80.6 |
| Operating income (loss) | 135.5 | 20.8 | (52.8) | 103.5 |
| Other Segment Disclosures: | ||||
| Depreciation, depletion and amortization | 53.8 | 23.9 | 2.5 | 80.2 |
| Loss on sale of business, net(c) | — | 14.5 | — | 14.5 |
| Capital expenditures | 46.5 | 13.1 | 2.5 | 62.1 |
| Nine Months Ended June 30, 2025 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Sales to external customers(b) | $840.9 | $164.5 | $11.0 | $1,016.4 |
| Intersegment sales | — | 8.7 | (8.7) | — |
| Shipping and handling cost | 263.2 | 25.5 | — | 288.7 |
| Product cost | 430.0 | 135.4 | 10.0 | 575.4 |
| Gross profit | 147.7 | 3.6 | 1.0 | 152.3 |
| Selling, general and administrative expenses | 22.7 | 3.3 | 60.9 | 86.9 |
| Loss on impairments(d) | — | — | 53.7 | 53.7 |
| Other operating expense (income) | 0.6 | — | (2.2) | (1.6) |
| Operating income (loss)(e)(f) | 124.4 | 0.3 | (111.4) | 13.3 |
| Other Segment Disclosures: | ||||
| Depreciation, depletion and amortization | 52.4 | 21.1 | 3.0 | 76.5 |
| Capital expenditures | 42.1 | 9.1 | 2.6 | 53.8 |
Disaggregated revenue by product type is as follows (in millions):
| Three Months Ended June 30, 2026 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Highway Salt | $89.9 | $— | $— | $89.9 |
| Consumer & Industrial Salt | 84.0 | — | — | 84.0 |
| SOP | — | 41.0 | — | 41.0 |
| Eliminations & Other | — | (3.4) | 3.8 | 0.4 |
| Sales to external customers | $173.9 | $37.6 | $3.8 | $215.3 |
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| Three Months Ended June 30, 2025 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Highway Salt | $88.8 | $— | $— | $88.8 |
| Consumer & Industrial Salt | 77.2 | — | — | 77.2 |
| SOP | — | 48.0 | — | 48.0 |
| Eliminations & Other | — | (3.2) | 3.8 | 0.6 |
| Sales to external customers | $166.0 | $44.8 | $3.8 | $214.6 |
| Nine Months Ended June 30, 2026 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Highway Salt | $579.6 | $— | $— | $579.6 |
| Consumer & Industrial Salt | 308.4 | — | — | 308.4 |
| SOP | — | 171.8 | — | 171.8 |
| Eliminations & Other | — | (6.4) | 11.2 | 4.8 |
| Sales to external customers | $888.0 | $165.4 | $11.2 | $1,064.6 |
| Nine Months Ended June 30, 2025 | Salt | PlantNutrition | Corporate & Other(a) | Total |
|---|---|---|---|---|
| Highway Salt | $551.7 | $— | $— | $551.7 |
| Consumer & Industrial Salt | 289.2 | — | — | 289.2 |
| SOP | — | 173.2 | — | 173.2 |
| Eliminations & Other | — | (8.7) | 11.0 | 2.3 |
| Sales to external customers | $840.9 | $164.5 | $11.0 | $1,016.4 |
(a)Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating income (loss) for Corporate and Other includes indirect corporate overhead, including costs for general corporate governance and oversight, as well as costs for human resources, information technology, legal and finance functions.
(b)Sales to external customers are net of intersegment sales.
(c)The Company recorded a pre-tax Gain on sale of business, net of $0.1 million for the three months ended June 30, 2026, and a pre-tax Loss on sale of business, net, of $14.5 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, for the nine months ended June 30, 2026.
(d)The Company recorded an impairment loss 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.
(e)For the three and nine months ended June 30, 2025, the Company recorded costs of $0.2 million and $2.0 million, respectively, related to a recall of food-grade salt produced at its Goderich plant.
(f)For the three and nine months ended June 30, 2025, the Company incurred severance and related charges of $0.3 million and $4.3 million, respectively, due to a reduction in workforce, changes to executive leadership and additional restructuring costs related to the exit of the Fortress fire retardant business.
- 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 (“DSUs”) and other equity-based awards.
Stock-based compensation expense recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations was $3.4 million and $2.7 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and $7.9 million and $8.6 million for the nine months ended June 30, 2026 and June 30, 2025, respectively. Stock-based compensation expense recorded in other operating expense (income) in the Condensed Consolidated Statements of Operations due to restructuring was $0.0 million and $(2.1) million for the three months ended June 30, 2026 and June 30, 2025, respectively, and $0.0 million and $(1.3) million for the nine months ended June 30, 2026 and June 30, 2025, respectively. As of June 30, 2026, there was approximately $10.4 million of total estimated unrecognized compensation cost,
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assuming attainment of the performance target estimates, related to stock-based compensation arrangements expected to be recognized over a weighted average period of approximately 1.6 years.
Non-Employee Director Compensation. Non-employee directors may elect to receive quarterly fees payable for their service in cash, common stock, or defer all or a portion of such fees into DSUs, and receive annual equity compensation in the form of RSUs or DSUs. During the nine months ended June 30, 2026, common shares of 10,719 were issued from treasury shares for director compensation related to quarterly fees payable and 5,281 DSUs, and granted 33,068 RSUs and 16,982 DSUs for annual director fees. Annual RSUs or DSUs 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. 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.
RSUs. During the nine months ended June 30, 2026, the Company granted 490,913 RSUs which vest afterone tothree years of service entitling the holders toone 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, 2026, the Company granted 182,071 PSUs based upon certain performance criteria and metrics (“2026 Scorecard PSUs”). The actual number of shares of common stock that may be earned with respect to 2026 Scorecard PSUs is calculated based upon the attainment of certain thresholds for free cash flow and return on capital employed during each year of thethree-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 2026 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 was 48%. In addition, the Company used inputs for the risk-free rate of 3.5%, expected dividend yield of 0%, and the Company’s closing stock price on the grant date to estimate the fair value of the 2026 Scorecard PSUs. The Company will adjust the expense of the 2026 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 afour-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 purchaseone share of the Company’s common stock.
The following table summarizes stock-based compensation activity during the nine months ended June 30, 2026:
| Stock Options · RSUs · PSUs(a) | ||||||
|---|---|---|---|---|---|---|
| Number | Weighted-averageexercise price | Number | Weighted-averagefair value | Number | Weighted-averagefair value | |
| Outstanding at September 30, 2025 | 107,261 | $63.43 | 828,922 | $15.34 | 316,480 | $16.89 |
| Granted | — | — | 490,913 | 18.77 | 182,071 | 19.37 |
| Released from restriction(b) | — | — | (335,960) | 16.05 | — | — |
| Cancelled/expired | (24,368) | 56.27 | (23,737) | 21.79 | — | — |
| Outstanding at June 30, 2026 | 82,893 | $65.54 | 960,138 | $16.70 | 498,551 | $17.80 |
(a)Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that target level representsone share of common stock per PSU.
(b)The Company paid taxes for restricted unit withholdings of approximately $1.9 million during the nine months ended June 30, 2026.
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Accumulated Other Comprehensive Loss (“AOCL”)
The following table presents the change in AOCL by component (in millions):
| Nine Months Ended June 30, 2026(a) | Gains and (Losses) on Cash Flow Hedges | Defined Benefit Pension | Other Post-Employment Benefits | Foreign Currency | Total |
|---|---|---|---|---|---|
| Beginning balance | $(0.8) | $(6.3) | $1.8 | $(102.6) | $(107.9) |
| Other comprehensive loss before reclassifications(b) | (1.9) | — | — | (15.4) | (17.3) |
| Amounts reclassified from AOCL(c)(d)(e) | 1.5 | 0.6 | — | 13.1 | 15.2 |
| Net current period other comprehensive income (loss) | (0.4) | 0.6 | — | (2.3) | (2.1) |
| Ending balance | $(1.2) | $(5.7) | $1.8 | $(104.9) | $(110.0) |
(a)With the exception of the CTA and cash flow hedges, 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 $1.8 million in the nine months ended June 30, 2026, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature.
(c)Cash flow hedge amounts reclassified from AOCL to expense (income) were included in Product cost in the Condensed Consolidated Statements of Operations.
(d)Defined benefit pension amounts reclassified from AOCL to expense (income) were included in Other expense, net in the Condensed Consolidated Statements of Operations.
(e)Foreign currency amounts reclassified from AOCL to expense (income) were included in Loss on sale of business, net in the Condensed Consolidated Statements of Operations. See Note 3. Dispositions for further information.
- 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 Condensed Consolidated Balance Sheets and the balances were not material as of June 30, 2026 and September 30, 2025.
Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Depending on the exposure being hedged, the Company must designate the hedging instrument as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. For the qualifying derivative instruments that have been designated as cash flow hedges, the effective portion of the change in fair value is recorded through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Condensed Consolidated Statements of Operations. Any ineffectiveness related to these instruments accounted for as hedges was not material for any of the periods presented. For derivative instruments that have not been designated as hedges, the entire change in fair value is recorded through earnings in the period of change.
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, 2026, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 31, 2027. As of June 30, 2026 and September 30, 2025, the Company had agreements in place to hedge forecasted natural gas purchases of 1.9 millionand 2.6 million MMBtus, respectively. All natural gas derivative instruments
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held by the Company as of June 30, 2026 and September 30, 2025 qualified and were designated as cash flow hedges. The Company recorded a net expense related to the natural gas cash flow hedges of $1.0 million and $0.8 million, in Product costs, during the three months ended June 30, 2026 and June 30, 2025, respectively, and $1.5 million and $1.8 million, during the nine months ended June 30, 2026 and June 30, 2025, respectively. As of June 30, 2026, the Company expects to reclassify $1.1 million of net losses on natural gas derivative instruments from AOCL to earnings during the next twelve months. Refer to Note 12. Fair Value Measurements for the estimated fair value of the Company’s natural gas derivative instruments as of June 30, 2026 and Note 10. Stockholders' Equity and Equity Instruments for the activity related to AOCL.
The following tables present the fair value of the Company’s derivatives (in millions):
| Asset Derivatives | Liability Derivatives | |||
|---|---|---|---|---|
| Consolidated Balance Sheet Location | June 30, 2026 | Consolidated Balance Sheet Location | June 30, 2026 | |
| Derivatives designated as hedging instruments: | ||||
| Commodity contracts | Other current assets | $3.7 | Accrued expenses and other current liabilities | $4.8 |
| Commodity contracts | Other assets | 1.0 | Other noncurrent liabilities | 1.1 |
| Total derivatives(a) | $4.7 | $5.9 | ||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Condensed Consolidated Balance Sheets $3.7 million of its commodity contracts that are in current receivable positions against its contracts in current payable positions and $1.0 million in long-term other asset positions against its contracts in other noncurrent liabilities positions.
| Asset Derivatives | Liability Derivatives | |||
|---|---|---|---|---|
| Consolidated Balance Sheet Location | September 30, 2025 | Consolidated Balance Sheet Location | September 30, 2025 | |
| Derivatives designated as hedging instruments: | ||||
| Commodity contracts | Other current assets | $6.2 | Accrued expenses and other current liabilities | $7.1 |
| Commodity contracts | Other assets | 1.7 | Other noncurrent liabilities | 1.6 |
| Total derivatives(a) | $7.9 | $8.7 | ||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Condensed Consolidated Balance Sheets $7.8 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
- 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).
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Recurring Fair Value Measurements
The following tables 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, 2026 Using | ||||
|---|---|---|---|---|
| Total Carrying Value at June 30, 2026 | 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) | $4.1 | $4.1 | $— | $— |
| Derivatives – natural gas instruments, net | 4.7 | — | 4.7 | — |
| Total assets at fair value | $8.8 | $4.1 | $4.7 | $— |
| Liability Class: | ||||
| Liabilities related to non-qualified savings plan | $4.1 | $4.1 | $— | $— |
| Derivatives – natural gas instruments, net | 5.9 | — | 5.9 | — |
| Total liabilities at fair value | $10.0 | $4.1 | $5.9 | $— |
(a)Includes mutual fund investments of approximately 37% in common stock of large-cap U.S. companies,4% in common stock of small to mid-cap U.S. companies,1% in the common stock of international companies,9% in bond funds,12% in short-term investments, and 37% 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.
| Fair Value Measurements at September 30, 2025 Using | ||||
|---|---|---|---|---|
| Total Carrying Value at September 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) | $3.5 | $3.5 | $— | $— |
| Derivatives – natural gas instruments, net | 7.9 | — | 7.9 | — |
| Total assets at fair value | $11.4 | $3.5 | $7.9 | $— |
| Liability Class: | ||||
| Liabilities related to non-qualified savings plan | $3.5 | $3.5 | $— | $— |
| Derivatives – natural gas instruments, net | 8.7 | — | 8.7 | — |
| Total liabilities at fair value | $12.2 | $3.5 | $8.7 | $— |
(a)Includes mutual fund investments of approximately 29% in common stock of large-cap U.S. companies,4% in common stock of small to mid-cap U.S. companies,2% in the common stock of international companies,9% in bond funds,20% in short-term investments, and 36% 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.
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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, 2026 Using | ||||
|---|---|---|---|---|
| Total Carrying Value at June 30, 2026 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |
| 8.00% Senior Notes due July 2030 | $650.0 | $— | $684.2 | $— |
| Fair Value Measurements at September 30, 2025 Using | ||||
|---|---|---|---|---|
| Total Carrying Value at September 30, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |
| 8.00% Senior Notes due July 2030 | $650.0 | $— | $680.1 | $— |
| 6.75% Senior Notes due December 2027 | 150.0 | — | 150.1 | — |
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.
- SUPPLEMENTAL BALANCE SHEET INFORMATION
Other assets consisted of the following (in millions):
| June 30,2026 | September 30,2025 | |
|---|---|---|
| Other current assets | ||
| Prepaid taxes | $18.0 | $9.7 |
| Other | 17.7 | 11.2 |
| Total other current assets | $35.7 | $20.9 |
| Other noncurrent assets | ||
| Operating lease right-of-use assets, net | $45.3 | $52.3 |
| Raw materials and supplies, net of allowance | 32.6 | 33.0 |
| Deposits(a) | 4.7 | 43.8 |
| Other | 14.7 | 18.2 |
| Total other noncurrent assets | $97.3 | $147.3 |
(a) Refer to Note 6. Income Taxes for further information.
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Other liabilities consisted of the following (in millions):
| June 30,2026 | September 30,2025 | |
|---|---|---|
| Accrued expenses and other current liabilities | ||
| Accrued expenses | $32.1 | $36.5 |
| Legal and environmental liabilities | 47.0 | 51.8 |
| Current portion of operating lease liabilities | 15.1 | 14.7 |
| Other | 5.4 | 7.7 |
| Total accrued expenses and other current liabilities | $99.6 | $110.7 |
| Other noncurrent liabilities | ||
| Noncurrent portion of operating lease liabilities | $31.4 | $39.2 |
| Tax contingencies(a) | 16.3 | 67.4 |
| Other | 21.0 | 19.4 |
| Total other noncurrent liabilities | $68.7 | $126.0 |
(a) Refer to Note 6. Income Taxes for further information.
- NET (LOSS) INCOME PER SHARE
Basic net (loss) income per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted net income per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. Under the treasury stock method, potential shares of common shares outstanding are not included in the computation of diluted net (loss) income per share if their effect is anti-dilutive.
The following table sets forth the computation of basic and diluted net (loss) income per common share (in millions, except for share and per-share data):
| Three Months EndedJune 30, | Nine Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net (loss) income | $(5.7) | $(17.0) | $25.6 | $(72.6) |
| Less: net income allocated to participating securities(a) | — | — | (0.4) | — |
| Net (loss) income available to common stockholders | $(5.7) | $(17.0) | $25.2 | $(72.6) |
| Denominator (in thousands): | ||||
| Weighted-average common shares outstanding for basic net (loss) income per share | 42,246 | 41,859 | 42,153 | 41,738 |
| Weighted-average effect of dilutive equity awards outstanding | — | — | 359 | — |
| Shares for diluted net (loss) income per share(b) | 42,246 | 41,859 | 42,512 | 41,738 |
| Basic net (loss) income per common share | $(0.13) | $(0.41) | $0.60 | $(1.74) |
| Diluted net (loss) income per common share | $(0.13) | $(0.41) | $0.59 | $(1.74) |
(a)Weighted participating securities, consisting of RSUs that are entitled to non-forfeitable dividends if declared, totaled 822,000 and 781,000 for the three and nine months ended June 30, 2026, respectively.
(b)Weighted-average equity awards outstanding of 1,514,000 and 1,558,000, for the three months ended June 30, 2026 and June 30, 2025, respectively, and 1,058,000 and 1,657,000, for the nine months ended June 30, 2026 and June 30, 2025, respectively, were excluded from diluted net (loss) income per common share as they were anti-dilutive.
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- RELATED PARTY TRANSACTIONS
The Company recorded SOP sales to certain subsidiaries of Koch Industries, Inc., which are considered related parties, of approximately $0.1 million and $0.9 million, for the three months ended June 30, 2026 and June 30, 2025, respectively, and $1.0 million and $2.9 million for the nine months ended June 30, 2026 and June 30, 2025, respectively. As of June 30, 2026 and September 30, 2025, the Company recorded $0.1 million and $0.2 million, respectively, of receivables due from Koch Industries, Inc. in its Condensed Consolidated Balance Sheets. The Company hadno related-party payables outstanding due to Koch Industries, Inc. as of June 30, 2026 and September 30, 2025.
Effective December 18, 2025, a new member was appointed to the Company’s board of directors. The new director also serves as President and Chief Executive Officer of another company from which the Company purchased approximately $0.0 million and $2.2 million of salt-treatment materials during the three and nine months ended June 30, 2026, respectively, constituting a related party transaction. The Company hadno payables outstanding as of June 30, 2026, related to this transaction.
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