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What changed in COMPASS MINERALS INTERNATIONAL INC's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of COMPASS MINERALS INTERNATIONAL INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+578 added799 removedSource: 10-K (2024-12-16) vs 10-K (2023-11-29)

Top changes in COMPASS MINERALS INTERNATIONAL INC's 2024 10-K

578 paragraphs added · 799 removed · 239 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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ITEM 1. BUSINESS COMPANY OVERVIEW Compass Minerals is a leading provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Our salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications.
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Item 1. “Business—Environmental, Health and Safety Matters and Other Regulatory Matters” . The Mineral Extraction Permit (GSL Mine M/057/0002) was granted by the Utah DOGM. The Mineral Extraction Permit enables extraction of brine from the Great Salt Lake and ultimate mineral extraction from the brine.
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Our plant nutrition products help improve the quality and yield of crops, while supporting sustainable agriculture. Our next-generation fire retardants help to slow, stop and prevent wildfires through the use of high-performing and environmentally-friendly products.
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The Mineral Extraction Permit also enables all lake extraction, pond operations, and plant and processing operations conducted by the Company at the Ogden facility. The Mineral Extraction Permit is supported by a reclamation plan that documents all aspects of current operations and mandates certain closure and reclamation requirements in accordance with Utah Rule R647-4-104.
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Additionally, we have been pursuing development of a sustainable lithium salt resource to support the North American battery market, although the project has been suspended indefinitely beyond certain already committed items associated with the early stages of construction of our commercial scale demonstration unit.
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Financial assurance for the ultimate reclamation of facilities is documented in the reclamation plan, and security for costs that will be incurred to execute site closure is provided by a third-party insurer to the State of Utah in the form of a surety bond. The total future reclamation obligation is estimated to be $4.36 million.
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As of September 30, 2023, we operate 12 production and packaging facilities with nearly 2,000 employees throughout the U.S., Canada and the U.K., including: • The largest underground rock salt mine in the world in Goderich, Ontario, Canada; • The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire; • A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer (“SOP”) production site, the largest solar salt production site in the Western Hemisphere and the source of the lithium salt resource that we intend to develop; and • Several mechanical evaporation facilities producing consumer and industrial salt See Item 2, “Properties,” for a discussion of our mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material mining properties.
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Pursuant to the Royalty Agreement, the Company has rights to all salts from the Great Salt Lake, and in exchange, the Company pays a royalty to the State of Utah based on net revenues (gross revenue net of sales taxes and shipping and handling 40 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. costs) per pound of salts produced.
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Our Salt segment provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation and other salt-based products for consumer, industrial, chemical and agricultural applications in North America.
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Under the Royalty Agreement, the current royalty rate for SOP is 4.8% of gross revenues, the current royalty rate for magnesium chloride is 5% of gross revenues, and the current royalty rate for sodium chloride is $0.50/ton times the Producer Price Index.
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In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England. Our Plant Nutrition segment produces and markets SOP products in various grades domestically and internationally to distributors and retailers of crop inputs, as well as growers and for industrial uses.
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The Ogden facility is the largest SOP production site in the western hemisphere, and one of only four large-scale solar brine evaporation operations for SOP in the world.
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We market our SOP under the trade name Protassium+®. In May 2023, we completed the purchase of Fortress North America, LLC (“Fortress”), a next-generation fire retardant company dedicated to developing and producing a portfolio of magnesium chloride-based aerial and ground fire retardant products to help combat wildfires (see Part II, Item 8, Note 3 of our Consolidated Financial Statements).
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We believe the Ogden facility has the capability to produce 320,000 tons of SOP, including amounts produced with both solar-pond based feedstock and supplemental KCl feedstock when economically feasible, approximately 750,000 tons of magnesium chloride and 1.5 million tons of sodium chloride annually during normal weather and pond chemistry conditions.
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Magnesium chloride is an existing product stream out of our Ogden, Utah, solar evaporation facility. During the third quarter of fiscal 2023, Fortress entered into an agreement with the U.S. Forest Service (“USFS”) to supply product and provide associated services for the 2023 fire season.
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These recoverable minerals exist in vast quantities in the Great Salt Lake. Solar evaporation is used in areas of the world where high-salinity brine is available and weather conditions provide for a high natural evaporation rate. Mineral-rich lake water, or brine, from the Great Salt Lake is drawn into the solar evaporation ponds.
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Additionally, we have been pursuing development of a sustainable lithium salt resource near Ogden, UT to support the North American battery market.
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The brine moves through a series of solar evaporation ponds over a two- to three-year production cycle. As the water evaporates and the mineral concentration increases, some of those minerals naturally precipitate out of the brine and are deposited on the pond floors. These deposits provide the minerals necessary for processing into SOP, solar salt and magnesium chloride.
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As previously announced, we have suspended indefinitely any further investment in the lithium project in Utah beyond certain already committed items associated with the early stages of construction of our commercial scale demonstration unit until further clarity is provided on the evolving regulatory climate.
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The evaporation process is dependent upon sufficient lake brine levels and hot, arid summer weather conditions. The potassium-bearing salts are mechanically harvested out of the solar evaporation ponds and refined to high-purity SOP through flotation, crystallization and compaction at the Ogden plant.
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We are considering seeking partners at the project level with an aim of reducing our share of capital costs and lowering execution risk in the event that the project is restarted. We sell our salt, plant nutrition and fire retardant products primarily in the U.S., Canada and the U.K.
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After sodium chloride and potassium-rich salts precipitate from brine, a concentrated magnesium chloride brine solution remains, which becomes the raw material used to produce several magnesium chloride products. Operations have been ongoing at the Ogden facility since the late 1960s, with commercial production starting in 1970.
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See Part II, Item 8, Note 15 to our Consolidated Financial Statements for financial information relating to our operations by geographic areas.
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Lithium Corporation of America (“Lithcoa”), separately, and then in a partnership with a wholly owned subsidiary of Salzdetfurth, A.G., carried out initial exploration and development activities between 1963 and 1966. In 1967, Gulf Resources and Minerals Co., or Gulf Resources, acquired Lithcoa, and in 1973, acquired Salzdetfurth, A.G.’s (then known as Kaliund Salz A.G.) partnership interest.
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On February 16, 2021, we announced our plan to restructure our former Plant Nutrition South America segment to enable targeted and separate sales processes for each portion of the former segment, including our chemicals and specialty plant nutrition businesses along with our equity method investment in Fermavi Eletroquímica Ltda. (“Fermavi”).
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Gulf Resources made significant capital expenditures in the early 1980s to protect the evaporation pond system at the Ogden facility from the rising levels of the Great Salt Lake. On May 5, 1984, a northern dike of the system breached, resulting in severe flooding and damage to about 85% of the pond complex.
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Concurrently, to optimize our asset base in North America, we evaluated the strategic fit of our North America micronutrient product business.
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The breach resulted in physical damage to dikes, pond floors, bridges, pump stations, and other structures. In addition, brine inventories were diluted, making them unusable for producing SOP.
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On March 16, 2021, our Board of Directors approved a plan to sell our South America chemicals and specialty plant nutrition businesses, our investment in Fermavi and our North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses and as described further in Part II, Item 8, Note 1 and Note 4 to our Consolidated Financial Statements, the South America specialty plant nutrition business sale closed on July 1, 2021, the North America micronutrient sale closed on May 4, 2021, the sale of our Fermavi investment closed on August 20, 2021 and the sale of our South America chemicals business closed on April 20, 2022.
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During the next five years, Gulf Resources pumped the water from its solar ponds, reconstructed peripheral and interior dikes and roads, replaced pump stations, and laid down new salt floors in order to restart its operation at the Ogden facility. In 1993, D.G.
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We believe these dispositions were conducted through a single disposal plan representing a strategic shift that had a 4 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. material effect on our operations and financial results. Consequently, the Specialty Businesses qualified for presentation as discontinued operations in accordance with U.S. generally accepted accounting principles (“GAAP”).
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Harris & Associates acquired the Ogden facility, and in 1994, constructed the west ponds, which are connected to the east ponds by a 21-mile, open, underwater canal called the Behrens Trench, which was dredged in the lakebed from the west ponds’ outlet to a pump station near the east ponds.
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Accordingly, the Specialty Businesses’ results of operations are presented as discontinued operations in the Consolidated Statements of Operations for the periods presented. As a result, we are presenting two reportable segments in continuing operations, Salt and Plant Nutrition (which was previously known as the Plant Nutrition North America segment) in this Form 10-K.
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Ownership of the Ogden facility was transferred in 1997 to IMC Global (“IMC”), following its acquisition of Harris Chemical Group (part of D.G. Harris & Associates). IMC sold a majority of its salt operations, including the Ogden facility, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001.
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See Part II, Item 8, Note 15 to our Consolidated Financial Statements for more information. Change in Fiscal Year On June 23, 2021, our Board of Directors approved a change in our fiscal year from December 31 to September 30, effective January 1, 2021.
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Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003. The Company has operated the Ogden facility since its initial public offering in 2003.
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Our results of operations, cash flows, and all transactions impacting shareholders’ equity presented in this Annual Report on Form 10-K are for the twelve months ended September 30, 2023 (“fiscal 2023”), the twelve months ended September 30, 2022 (“fiscal 2022”) and the nine month transition period ended September 30, 2021 (“fiscal 2021”), unless otherwise noted.
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In that time, the Company has invested funds and acquired necessary permits to increase the efficiency and expand the capacity of the Ogden facility through upgrades to the Ogden plant and solar evaporation ponds. The Company believes that the Ogden facility and its operating equipment are maintained in good working condition.
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As such, our fiscal year 2023, or fiscal 2023, refers to the period from October 1, 2022 to September 30, 2023.
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The net book value of property, plant and equipment associated with the Ogden facility as of September 30, 2024 was $220,700,000, exclusive of mineral rights and the value of assets leased under operating leases. The Ogden facility has procured and is operating in compliance with all required operating licenses, including permits pertaining to mineral extraction, effluent discharge and air permitting.
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This Annual Report on Form 10-K also includes an unaudited consolidated statement of operations for the comparable twelve month period of October 1, 2020 to September 30, 2021; see Part II, Item 8, Note 21 to our Consolidated Financial Statements for additional information. SALT SEGMENT Overview Salt is indispensable and enormously versatile with thousands of reported uses.
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The Ogden facility operates under a Title V air permit (# 5700001003), which is administered by the Utah Department of Environmental Quality. The permit covers emissions from the pond and plant operations and expires in December 2026. Surface water discharges from the Ogden facility are regulated under Utah Pollutant Discharge Elimination System permit UT0000647.
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In addition, there are no known cost-effective alternatives for most high-volume uses. Through the use of effective mining techniques and efficient production processes, we leverage our high-grade salt deposits, which are among the most extensive in the world. Further, many of our Salt segment assets are in locations that are logistically favorable to our core markets.
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The permit requires discharge monitoring for effluent flows from the nine outfalls that discharge into the saline waters of the Great Salt Lake and regulates inputs in pond and plant processes that may be discharged in project effluent.
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Our strategy for this segment is to focus on driving profitability from every ton we produce through cost efficiency as well as commercial and operational execution. Through our Salt segment, we produce, market and sell salt (sodium chloride) and magnesium chloride in North America and sodium chloride in the U.K.
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Summaries of the Ogden facility’s potassium and SOP mineral resources and mineral reserves as of September 30, 2024 and 2023 are shown in Tables 3 and 4, respectively. Summaries of the Ogden facility’s magnesium and magnesium chloride mineral resources and mineral reserves as of September 30, 2024 and 2023 are shown in Tables 5 and 6, respectively.
Removed
Our Salt products include rock salt, mechanically-evaporated salt, solar-evaporated salt, brine magnesium chloride and flake magnesium chloride. We also purchase potassium chloride (“KCl”) and calcium chloride to sell as finished products or to blend with sodium chloride to produce specialty products. Sodium chloride represents the vast majority of the products we produce, market and sell.
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Summaries of the Ogden facility’s sodium and sodium chloride mineral resources and mineral reserves as of September 30, 2024 and 2023 are shown in Tables 7 and 8, respectively.
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In fiscal 2023, the Salt segment accounted for approximately 84% of our sales (see Part II, Item 8, Note 15 to our Consolidated Financial Statements for segment financial information).
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Joseph Havasi, who is employed full-time as the Vice President, Natural Resources, of the Company, served as the QP and prepared the estimates of potassium and SOP, magnesium and magnesium chloride, and sodium and sodium chloride mineral resources and mineral reserves at the Ogden facility.
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Salt segment sales as a percentage of total sales from continuing operations for the fiscal years ended September 30, 2023 and 2022, and the nine months ended September 30, 2021 are as follows: Our Salt segment products are used in a wide variety of applications, including as a deicer for roadways, consumer and professional use, as an ingredient in chemical production, for water treatment, human and animal nutrition and for a variety of other consumer and industrial uses.
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The material assumptions and information pertaining to the Company’s disclosure of mineral resources and mineral reserves at the Ogden facility are based on the Technical Report Summary with respect to Potassium and SOP, Magnesium and Magnesium Chloride and Salt for the Ogden facility, dated November 29, 2021, as amended on December 14, 2022, with an effective date of September 30, 2021 41 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
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Historical demand for salt has remained relatively stable during periods of rising prices and through a variety of economic cycles due to its relatively low cost and diverse number of end uses. As a result, our cash flows from our Salt segment are not materially impacted by economic cycles.
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(the “Ogden Potassium/Magnesium/Sodium TRS”). This Form 10-K also reflects more recent information obtained from the QP as of September 30, 2024, which supplements and updates information from such TRS. Table 3.
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However, demand for deicing salt products is primarily affected by the number and intensity of snow events and temperatures in our service territories. 5 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
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Ogden Facility – Summary of Potassium and SOP Mineral Resources at September 30, 2024 and 2023 September 30, 2024 September 30, 2023 Resource Area Average Potassium Grade (mg/L) (7) Potassium Resources (tons) (1)(2)(4)(5) Cut-Off Grade (mg/L) (6) SOP Resources (tons) (1)(2)(3)(4)(5) Average Potassium Grade (mg/L) (7) Potassium Resources (tons) (1)(2)(4)(5) Cut-Off Grade (mg/L) (6) SOP Resources (tons) (1)(2)(3)(4)(5) Measured Resources Total Measured Resources — — — — — — — — Indicated Resources Great Salt Lake North Arm 7,320 14,135,094 4,000 31,461,892 7,320 14,245,372 4,000 31,707,350 Great Salt Lake South Arm 3,060 26,057,971 1,660 58,000,000 3,060 26,057,971 1,660 58,000,000 Total Indicated Resources 40,193,065 89,461,892 40,303,343 89,707,350 Measured + Indicated Resources Great Salt Lake North Arm 7,320 14,135,094 4,000 31,461,892 7,320 14,245,372 4,000 31,707,350 Great Salt Lake South Arm 3,060 26,057,971 1,660 58,000,000 3,060 26,057,971 1,660 58,000,000 Total Measured + Indicated Resources 40,193,065 89,461,892 40,303,343 89,707,350 Inferred Resources Total Inferred Resources — — — — — — — — (1) Mineral resources are not mineral reserves and do not have demonstrated economic viability.
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Salt Industry Overview In our primary markets, we estimate that the consumption of highway deicing rock salt in North America, including rock salt used in chemical manufacturing processes, is approximately 39 million tons per year, assuming average winter weather conditions, while the consumer and industrial market is approximately 10 million tons per year.
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There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors. (2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.
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In the U.K., we estimate that the consumption of highway deicing salt is approximately 2 million tons per year, assuming average winter weather conditions.
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(3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium. (4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation. (5) Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS.
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We also estimate that salt consumption in the U.S. has increased at a long-term historical average rate of flat to approximately 1% per year, although there have been recent fluctuations above and below this average driven primarily by winter weather variability. Salt prices vary according to purity, end use and variations in refining and packaging processes.
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The pricing data is based on a five-year average (2020 through 2024) of historical sales data for SOP of $659.96 per ton. Sales prices are projected to increase to approximately $8,529 per ton for SOP through year 2161 (the current expected end of mine life).
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Management estimates that salt prices in the U.S. have increased at a long-term historical average rate of approximately 3% to 4% per year, although there have been recent fluctuations above and below this average.
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(6) Estimated cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of the Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake, which ultimately flows into the north arm of the Great Salt Lake.
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Due to salt’s relatively low production cost, transportation and handling costs tend to be a significant component of the total delivered cost, which makes logistics management and customer service key competitive factors in the industry. The high relative cost associated with transportation of salt tends to favor producers located nearest to customers.
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The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.
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Products and Sales We sell our Salt segment products through our highway deicing product line (which includes brine magnesium chloride as well as rock salt treated with this mineral) and our consumer and industrial product line (which includes salt as well as products containing magnesium chloride and calcium chloride in both pure form and blended with salt).
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(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. 42 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Table 4.
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Highway deicing, including salt sold to chemical customers, constituted 63% of our fiscal 2023 Salt segment sales. Our principal customers are states, provinces, counties, municipalities and road maintenance contractors that purchase bulk deicing salt, both treated and untreated, for ice control on public roadways.
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Ogden Facility – Summary of Potassium and SOP Mineral Reserves at September 30, 2024 and 2023 September 30, 2024 September 30, 2023 Reserve Area Average Potassium Grade (mg/L) (7) Potassium Reserves (tons) (1)(2)(4)(5) Cut-Off Grade (mg/L) (6) SOP Reserves (tons) (1)(2)(3)(4)(5) Average Potassium Grade (mg/L) (7) Potassium Reserves (tons) (1)(2)(4)(5) Cut-Off Grade (mg/L) (6) SOP Reserves (tons) (1)(2)(3)(4)(5) Proven Reserves Total Proven Reserves — — — — — — — — Probable Reserves Great Salt Lake North Arm 7,320 20,243,615 4,000 45,058,239 7,320 20,345,292 4,000 45,284,552 Great Salt Lake South Arm — — — — — — — — Total Probable Reserves 7,320 20,243,615 4,000 45,058,239 7,320 20,345,292 4,000 45,284,552 Total Reserves Great Salt Lake North Arm 7,320 20,243,615 4,000 45,058,239 7,320 20,345,292 4,000 45,284,552 Great Salt Lake South Arm — — — — — — — — Total Reserves 7,320 20,243,615 4,000 45,058,239 7,320 20,345,292 4,000 45,284,552 (1) Mineral reserves are as recovered, saleable product.
Removed
Highway deicing salt in North America is sold primarily through an annual tendered bid contract process with governmental entities, as well as through multi-year contracts, with price, product quality and delivery capabilities as the primary competitive market factors. Some sales also occur through negotiated sales contracts with customers, particularly in the U.K.
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(2) Annual production rates for SOP are assumed to be 320,000 tons per year, relating to a depletion of 145,833 tons of potassium per year. Based on the QP’s reserve model, the life of mine is estimated to be 138 years. (3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.
Removed
Since transportation costs are a relatively large portion of the delivered cost of our products to customers, locations of salt sources and distribution networks also play a significant role in the ability of suppliers to cost-effectively serve customers. We have an extensive network of approximately 80 depots for storage and distribution of highway deicing salt in North America.
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(4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation. (5) Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS. The pricing data is based on a five-year average (2020 through 2024) of historical sales data for SOP of $659.96 per ton.
Removed
The majority of these depots are located on the Great Lakes and the Mississippi River and Ohio River systems. Deicing salt product from our Ogden facility supplies customers in the Western and upper Midwest regions of the U.S.
Added
Sales prices are projected to increase to approximately $8,529 per ton for SOP through year 2161 (the current expected end of mine life).
Removed
Treated rock salt, which is typically rock salt with magnesium chloride brine and organic materials that enhance the salt’s performance, is sold throughout our markets. We believe our production capability at our Winsford mine and favorable logistics position enhance our ability to meet the U.K.’s winter demands.
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(6) Estimated cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake, which ultimately flows into the north arm of the Great Salt Lake.
Removed
Due to our strong position, we are viewed as a key supplier by the U.K.’s Highways Agency. In the U.K., approximately 75% of our highway deicing customers have multi-year contracts. Winter weather variability is the most significant factor affecting salt sales for deicing applications because mild winters reduce the need for salt used in ice and snow control.
Added
The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

292 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

67 edited+15 added28 removed176 unchanged
Biggest changeThese factors and assumptions include: 16 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. geologic and mining conditions, including our ability to access certain mineral deposits as a result of the nature of the geologic formations of our salt mines or other factors, which may not be fully identified by available exploration data and may differ from our experience in areas we currently mine; demand for our minerals; current and future market prices for our minerals, contractual arrangements, operating costs and capital expenditures; taxes and development and reclamation costs; mining technology and processing improvements, including process technology for the extraction of lithium salt from brines; the effects of legislation or interpretations thereof, or regulation by governmental agencies; the ability to obtain, maintain and renew all required permits; employee health and safety; historical production from the area compared with production from other producing areas; and our ability to convert all or any part of our resources, including our lithium salt and lithium carbonate equivalent (“LCE”) mineral resources, to economically extractable mineral reserves.
Biggest changeThese factors and assumptions include: geologic and mining conditions, including our ability to access certain mineral deposits as a result of the nature of the geologic formations of our salt mines or other factors, which may not be fully identified by available exploration data and may differ from our experience in areas we currently mine; 15 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. demand for our minerals; current and future market prices for our minerals, contractual arrangements, operating costs and capital expenditures; taxes and development and reclamation costs; mining technology and processing improvements; the effects of legislation or interpretations thereof, or regulation by governmental agencies; the ability to obtain, maintain and renew all required permits; employee health and safety; historical production from the area compared with production from other producing areas; and our ability to convert all or any part of our resources to economically extractable mineral reserves.
We are also involved periodically in other reviews, inquiries, investigations and other proceedings initiated by or involving government agencies (including litigation brought by Canadian provincial tax authorities as described in Part II, Item 8, Note 11 to our Consolidated Financial Statements), some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.
We are also involved periodically in other reviews, inquiries, investigations and other proceedings initiated by or involving government agencies (including litigation brought by Canadian provincial tax authorities as described in Part II, Item 8, Note 10 to our Consolidated Financial Statements), some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.
In connection with our dispute of tax assessments made by Canadian provincial tax authorities (described in more detail in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments, Liquidity and Capital Resources” and Part II, Item 8, Note 11 of our Consolidated Financial Statements), we are required to post and maintain financial performance bonds.
In connection with our dispute of tax assessments made by Canadian provincial tax authorities (described in more detail in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments, Liquidity and Capital Resources” and Part II, Item 8, Note 10 of our Consolidated Financial Statements), we are required to post and maintain financial performance bonds.
Canadian provincial tax authorities have challenged our tax positions and assessed additional taxes on us, which are described in Part II, Item 8, Note 11 to our Consolidated Financial Statements. These tax assessments and future tax assessments could be material if the disputes are not resolved in our favor.
Canadian provincial tax authorities have challenged our tax positions and assessed additional taxes on us, which are described in Part II, Item 8, Note 10 to our Consolidated Financial Statements. These tax assessments and future tax assessments could be material if the disputes are not resolved in our favor.
For example, our two North American salt mines together constituted approximately 70% of our salt production capacity as of September 30, 2023, and supply most of the salt sold by our North American highway deicing business and significant portions of the salt sold by our consumer and industrial business.
For example, our two North American salt mines together constituted approximately 70% of our salt production capacity as of September 30, 2024, and supply most of the salt sold by our North American highway deicing business and significant portions of the salt sold by our consumer and industrial business.
These activities or other capital improvement projects may require the temporary suspension of production at our facilities, which could h ave a material adverse effect on the results of our operations. Any capital project we undertake involves risks, including cost overruns, delays and performance uncertainties, and could interrupt our ongoing operations.
These activities or other capital improvement projects may require the temporary suspension of production at our facilities, which could have a material adverse effect on the results of our operations. Any capital project we undertake involves risks, including cost overruns, delays and performance uncertainties, and could interrupt our ongoing operations.
Our international operations and sales are subject to numerous risks and uncertainties, including: economic developments including changes in currency exchange rates, inflation risks, exchange controls, tariffs, economic sanctions, other trade protection measures and import or export licensing requirements; difficulties and costs associated with complying with laws, treaties and regulations, including tax, labor and data privacy laws, treaties and regulations, and changes to laws, treaties and regulations; restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses; restrictions on our ab ility to repatriate earnings from our non-U.S. subsidiaries to the U.S. or the imposition of withholding taxes on remittances and other payments by our subsidiaries; political developments, government deadlock, political instability, political activism, terrorist activities, civil unrest and international conflicts (including impacts from the current war in Ukraine ); an d uncertain and va rying enforcement of laws and regulations and weak protection of intellectual property rights.
Our international operations and sales are subject to numerous risks and uncertainties, including: economic developments including changes in currency exchange rates, inflation risks, exchange controls, tariffs, economic sanctions, other trade protection measures and import or export licensing requirements; difficulties and costs associated with complying with laws, treaties and regulations, including tax, labor and data privacy laws, treaties and regulations, and changes to laws, treaties and regulations; restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses; restrictions on our ability to repatriate earnings from our non-U.S. subsidiaries to the U.S. or the imposition of withholding taxes on remittances and other payments by our subsidiaries; political developments, government deadlock, political instability, political activism, terrorist activities, civil unrest and international conflicts (including impacts from the current war in Ukraine); and uncertain and varying enforcement of laws and regulations and weak protection of intellectual property rights.
In addition, the demand and price of our SOP products can be affected by factors such as plant disease. MOP is the least expensive form of potash fertilizer and, conseq uently, it is the most widely used potassium source for most crops.
In addition, the demand and price of our SOP products can be affected by factors such as plant disease. MOP is the least expensive form of potash fertilizer and, consequently, it is the most widely used potassium source for most crops.
Our effective tax rate, tax expense and cash flows could also be adversely affected by changes in tax law s. We are also subject to audits in various jurisdictions and may be assessed additional taxes as a consequence of an audit.
Our effective tax rate, tax expense and cash flows could also be adversely affected by changes in tax laws. We are also subject to audits in various jurisdictions and may be assessed additional taxes as a consequence of an audit.
We record accruals for contingent environmental liabilities when we believe it is probable that we will be responsible, in whole or in part, for environmental investigation or remediation activities and the expenditures for these activities are reasonably estimable.
We record accruals for contingent environmental liabilities when we believe it is probable that we will be responsible, in whole or in part, for environmental investigation, asset retirement obligation or remediation activities and the expenditures for these activities are reasonably estimable.
Our indebtedness could: require us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limit our ability to borrow additional money or sell our stock to fund our working capital, capital expenditures and debt service requirements; impact our ability to implement our business strategy and limit our flexibility in planning for, or reacting to, changes in our business as well as changes to economic, regulatory or other competitive conditions; place us at a competitive disadvantage compared to our competitors with greater financial resources; make us more vulnerable to a downturn in our business or the economy; require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flow for other purposes; restrict us from making strategic acquisitions or cause us to make non-strategic divestitures; and materially and adversely affect our business and financial condition if we are unable to meet our debt service requirements or obtain additional financing.
Our indebtedness could: require us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limit our ability to borrow additional money or sell our stock to fund our working capital, capital expenditures and debt service requirements; impact our ability to implement our business strategy and limit our flexibility in planning for, or reacting to, changes in our business as well as changes to economic, regulatory or other competitive conditions; 16 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. place us at a competitive disadvantage compared to our competitors with greater financial resources; make us more vulnerable to a downturn in our business or the economy; require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flow for other purposes; restrict us from making strategic acquisitions or cause us to make non-strategic divestitures; and materially and adversely affect our business and financial condition if we are unable to meet our debt service requirements or obtain additional financing.
The demand for our salt, plant nutrition and fire retardant products is seasonal, and the degree of seasonality can change significantly from year to year due to weather conditions, including the number of snow events, rainfall, drought and other factors. Our salt deicing business is seasonal.
Competition, Sales and Pricing Risks The demand for our products is seasonal. The demand for our salt, plant nutrition and fire retardant products is seasonal, and the degree of seasonality can change significantly from year to year due to weather conditions, including the number of snow events, rainfall, drought and other factors. Our salt deicing business is seasonal.
For further discussion of pending litigation and governmental proceedings and investigations, see Part II, Item 8, Note 11 and Note 14 to our Consolidated Financial Statements. We are subject to EHS laws and regulations which could become more stringent and adversely affect our business.
For further discussion of pending litigation and governmental proceedings and investigations, see Part II, Item 8, Note 10 and Note 13 to our Consolidated Financial Statements. We are subject to EHS laws and regulations which could become more stringent and adversely affect our business.
Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings. We have significant operations in Canada and the U.K. Our fiscal 2023 sales outside the U.S. were 29% of our total fiscal 2023 sales.
Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings. We have significant operations in Canada and the U.K. Our fiscal 2024 sales outside the U.S. were 26% of our total fiscal 2024 sales.
We may not be able to expand our business through acquisitions and investments, and acquisitions and investments may not perform as expected. We may not successfully integrate acquired businesses and anticipated benefits may not be realized. Our business strategy includes supplementing organic growth with acquisitions of and investments in complementary businesses.
We may not be able to expand our business through acquisitions and investments, and acquisitions and investments may not perform as expected. We may not successfully integrate acquired businesses and anticipated benefits may not be realized. In the future, our business strategy may include supplementing organic growth with acquisitions of and investments in complementary businesses.
The credit agreement governing our senior secured credit facilities also requires us to maintain financial ratios, including an interest coverage ratio and a total leverage ratio, which we may be unable to maintain. As of September 30, 2023, our total net leverage ratio (as calculated under the terms of our credit agreement) was 3.70x.
The credit agreement governing our senior secured credit facilities also requires us to maintain financial ratios, including an interest coverage ratio and a total leverage ratio, which we may be unable to maintain. As of September 30, 2024, our total net leverage ratio (as calculated under the terms of our credit agreement) was 4.89x.
The proposed rulemaking for mineral extraction on the Great Salt Lake implementing Utah House Bill 513 (now codified as amended Utah Code §65A-6-4), may adversely impact mineral extraction on the Great Salt Lake, including our planned lithium development, as well as existing SOP, sodium chloride and magnesium chloride production.
Rulemaking implementing Utah House Bill 513 (now codified as amended Utah Code §65A-6-4) may adversely impact mineral extraction on the Great Salt Lake, including our existing SOP, sodium chloride and magnesium chloride production.
Our ability to produce SOP, sodium chloride and magnesium chloride, as well as any future production of lithium salt, at our Ogden facility, is dependent upon, among other matters, sufficient lake elevations in the Great Salt Lake and our continued ability to maintain, renew or acquire the permits, licenses and approvals required to access ambient lake brine in the Great Salt Lake.
Our ability to produce SOP, sodium chloride and magnesium chloride at our Ogden facility is dependent upon, among other matters, sufficient lake elevations in the Great Salt Lake and our continued ability to maintain, renew or acquire the permits, licenses and approvals required to access ambient lake brine in the Great Salt Lake.
If we default under our agreements governing our indebtedness, our lenders could cease to make further extensions of credit, accelerate payments under our other debt instruments (including hedging instruments) that contain cross-acceleration or cross-default provisions and foreclose upon any collateral securing that debt as well as restrict our ability to make certain investments and payments, pay dividends, repurchase our stock, enter into transactions with affiliates, make acquisitions, merge and consolidate, or transfer or dispose of assets. 18 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
If we default under our agreements governing our indebtedness, our lenders could cease to make further extensions of credit, accelerate payments under our other debt instruments (including hedging instruments) that contain cross-acceleration or cross-default provisions and foreclose upon any collateral securing that debt as well as restrict our ability to make certain investments and payments, pay dividends, repurchase our stock, enter into transactions with affiliates, make acquisitions, merge and consolidate, or transfer or dispose of assets.
In addition, our ability to produce SOP, sodium chloride and magnesium chloride, as well as any future production of lithium salt, from our solar evaporation ponds located near Ogden, Utah, is dependent upon sufficient lake brine levels in the Great Salt Lake and hot, arid summer weather conditions.
In addition, our ability to produce SOP, sodium chloride and magnesium chloride, from our solar evaporation ponds located near Ogden, Utah, is dependent upon sufficient lake brine levels in the Great Salt Lake and hot, arid summer weather conditions.
The impact of contagious disease or other adverse public health developments could also exacerbate other risks discussed elsewhere in this section of this report, any of which could have a material adverse effect on us.
The impact of contagious disease or other adverse public health developments could also exacerbate other risks discussed elsewhere in this section of this report, any of which could have a material adverse effect on us. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Operational Risks Our mining and industrial operations can involve high-risk activities.
The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.
Our intellectual property may be misappropriated or subject to claims of infringement. Intellectual property rights, including patents, trademarks, and trade secrets, are a valuable aspect of our business. We attempt to protect our intellectual property rights primarily through a combination of patent, trademark, and trade secret protection.
Intellectual property rights, including patents, trademarks, and trade secrets, are a valuable aspect of our business. We attempt to protect our intellectual property rights primarily through a combination of patent, trademark, and trade secret protection.
At this time, we are unable to assess with any certainty, what, if any, damages could be awarded in this matter.
We intend to vigorously defend these allegations. At this time, we are unable to assess with any certainty, what, if any, damages could be awarded in this matter.
Our competitive position could suffer if we are unable to expand our operations through investments in new or existing operations or through acquisitions, joint ventures or partnerships. Inflation could result in higher costs and decreased profitability. Recent inflation, including increases in freight rates, prices for energy and other costs, has adversely impacted us.
Our competitive position could suffer if we are unable to expand our operations through investments in new or existing operations or through acquisitions, joint ventures or partnerships. Inflation could result in higher costs and decreased profitability. Our business can be affected by inflation, including increases in freight rates, prices for energy and other costs.
Certain agreements governing our indebtedness contain limitations on our ability to pay dividends (including regular annual dividends), as described under “— The agreements governing our indebtedness impose restrictions that may limit our ability to operate our business or require accelerated debt payments .” We cannot provide assurances that the agreements governing our current and future indebtedness will permit us to pay dividends on our common stock.
Certain agreements governing our indebtedness contain limitations on our ability to pay dividends (including regular annual dividends), as described under “— The agreements governing our indebtedness impose restrictions that may limit our ability to operate our business or require accelerated debt payments .” We cannot provide assurances that the agreements governing our current and future indebtedness will permit us to pay dividends on our common stock. 18 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
In recent years, sustained drought (as a result of climate change or otherwise) has contributed to lower lake levels and increased mineral concentrations in the Great Salt Lake. If this continues, lower lake levels could impact mineral composition and our mineral harvesting process, amount and timing.
Sustained drought (as a result of climate change or otherwise), lower lake levels or increased mineral concentrations in the Great Salt Lake could impact mineral composition and our mineral harvesting process, amount and timing.
For example, unexpected geological conditions could lead to significant water inflows and flooding at any of our underground mines, which could result in a mine shutdown, serious injuries, loss of life, increased operational costs, production delays, damage to our mineral deposits and equipment damage.
For example, unexpected geological conditions could lead to 13 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. significant water inflows and flooding at any of our underground mines, which could result in a mine shutdown, serious injuries, loss of life, increased operational costs, production delays, damage to our mineral deposits and equipment damage.
In addition, the loss of our key employees who have in-depth knowledge of our mining, manufacturing, engineering or research and development processes could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our processes or share our confidential information.
In addition, the loss of our key employees who have in-depth knowledge of our mining, manufacturing, engineering or research and development processes could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our processes or share our confidential information. 24 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Our success depends, to a significant extent, on successful implementation of our business strategies, including the development of our lithium salt or lithium chloride brine and LCE resources, the successful commercialization of Fortress North America’s portfolio of next generation fire retardants, our cost savings initiatives, our continuous improvement initiatives and any other strategies described in the “Business” section of this report.
Our success depends, to a significant extent, on successful implementation of our business strategies, including our cost savings initiatives, our continuous improvement initiatives, the successful commercialization of Fortress North America’s fire retardants, and any other strategies described in the “Business” section of this report.
If we cannot make acquisitions or investments, our business growth may be limited. Acquisitions of new businesses and investments in businesses (including our acquisition of Fortress) may not perform as expected, may lose value, may not positively impact our financial performance and could increase our debt obligations.
If we cannot make acquisitions or investments, our business growth may be limited. Acquisitions of new businesses and investments in businesses (including our acquisition of Fortress) may not perform as expected, may lose value, may not positively impact our financial performance and could increase our debt obligations. 25 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
These changes could negatively impact customer demand for our products as well as our costs and ability to produce and distribute our 26 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. products. For example, prolonged period of mild winter weather could reduce the market for deicing products. Drought conditions could similarly impact demand for our plant nutrition products.
These changes could negatively impact customer demand for our products as well as our costs and ability to produce and distribute our products. For example, prolonged period of mild winter weather could reduce the market for deicing products. Drought conditions could similarly impact demand for our plant nutrition products.
Some of our competitors may have greater financial and other resources than we do or are more diversified, making them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities.
Some of our competitors may have greater financial and other resources than we do or are more 19 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. diversified, making them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities.
As of September 30, 2023, we had $811.2 million of outstanding indebtedness, including $280.3 million of borrowings under our senior secured credit facilities, which are further described in Part II, Item 8, Note 13 of our Consolidated Financial Statements.
As of September 30, 2024, we had $922.8 million of outstanding indebtedness, including $383.9 million of borrowings under our senior secured credit facilities, which are further described in Part II, Item 8, Note 12 of our Consolidated Financial Statements.
Any future payment and the amount of any future payment of cash dividends will depend upon our financial condition, earnings, legal requirements, restrictions in our debt agreements, capital allocation strategy and other factors deemed relevant by our Board of Directors.
The payment of any future dividends will be at the discretion of the Board of Directors and will depend upon our financial condition, results of operations, capital requirements, legal requirements, restrictions in our debt agreements and other factors deemed relevant by our Board of Directors.
We would be in default under our credit agreement if our net leverage ratio exceeds 5.0x as of December 31, 2023, gradually stepping down to 4.5x for the fiscal quarter ended June 30, 2024 and thereafter.
We would be in default under our credit agreement if our net leverage ratio exceeds 6.5x as of the last day of any quarter through the fiscal quarter ended September 30, 2025, gradually stepping down to 4.5x for the fiscal quarter ended December 31, 2026 and thereafter.
Our Ogden facility produces three mineral salts - specifically, SOP, sodium chloride and magnesium chloride products - from the high mineral concentrations within the ambient lake brine in the Great Salt Lake. In addition, we have been pursuing the development of our identified lithium salt resource at our Ogden facility at the Great Salt Lake.
Our Ogden facility produces three mineral salts - specifically, SOP, sodium chloride and magnesium chloride products - from the high mineral concentrations within the ambient lake brine in the Great Salt Lake.
Any disruption of operations at one of these facilities could significantly affect production of our products, distribution of our products or our ability to fulfill our contractual obligations, which could damage our customer relationships.
Any disruption of operations at one of these facilities could significantly affect production of our products, distribution of our products or our ability to fulfill our contractual obligations, which could damage our customer relationships. 14 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
For example, our customers use our food-grade salt products in food items they produce, such as cheese and bread, which could be subject to a product recall if our products are contaminated or adulterated.
For example, our customers use our food-grade salt products in food items they produce, such as cheese and bread, which could be subject to a product recall if our products are contaminated or adulterated. For example, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Product Recall .
If our lenders were to require immediate repayment, we may need to obtain new financing to be able to repay them immediately, which may not be available or, if available, may not be available on commercially reasonable or satisfactory terms. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.
If our lenders were to require immediate repayment, we may need to obtain new financing to be able to repay them immediately, which may not be available or, if available, may not be available on commercially reasonable or satisfactory terms.
There can be no assurance that our employees, contractors, agents, distributors, customers, payment parties or third parties working on our behalf will not take actions in violation of these laws.
We cannot predict how these or other laws or their interpretation, administration and enforcement will change over time. There can be no assurance that our employees, contractors, agents, distributors, customers, payment parties or third parties working on our behalf will not take actions in violation of these laws.
Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material impact on the results of our operations. 15 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material impact on the results of our operations.
For example, on October 21, 2022 we, certain of our former officers and one current officer were named as defendants in a putative securities class action lawsuit filed in the United States District Court for the District of Kansas, alleging that we and such officers made misleading statements damaging shareholders. We intend to vigorously defend these allegations.
For example, on October 21, 2022 we and certain of our former officers, were named as defendants in a putative securities class action lawsuit filed in the United 21 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. States District Court for the District of Kansas, alleging that we and such officers made misleading statements damaging shareholders.
We pay significant interest on our indebtedness, with variable interest on our borrowing under our senior secured credit facilities based on 17 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. prevailing interest rates. Significant increases in interest rates will increase the interest we pay on our debt.
We pay significant interest on our indebtedness, with variable interest on our borrowing under our senior secured credit facilities based on prevailing interest rates. Significant increases in interest rates will increase the interest we pay on our debt.
Of our 12 collective bargaining agreements in effect on September 30, 2023, one will expire in fiscal 2024, six will expire in fiscal 2025 (including our Cote Blanche mine), four will expire in fiscal 2026 (including our Goderich mine), and one will expire in fiscal 2027.
Nearly 50% of our workforce in the U.S., Canada and the U.K. is represented by collective bargaining agreements. Of our 12 collective bargaining agreements in effect on September 30, 2024, six will expire in fiscal 2025 (including our Cote Blanche mine), four will expire in fiscal 2026 (including our Goderich mine), and two will expire in fiscal 2027.
We are subject to financial assurance requirements and failure to satisfy these requirements could materially affect our business, results of our operations and our financial condition.
We may not be able to limit our credit and collectability risk or avoid losses. We are subject to financial assurance requirements and failure to satisfy these requirements could materially affect our business, results of our operations and our financial condition.
Additionally, a significant product liability case, product recall or failure to meet product specifications could 24 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. result in adverse publicity, harm to our brand and reputation and significant costs, which could have a material adverse effect on our business and financial performance.
Additionally, a significant product liability case, product recall or failure to meet product specifications could result in adverse publicity, harm to our brand and reputation and significant costs, which could have a material adverse effect on our business and financial performance. Our intellectual property may be misappropriated or subject to claims of infringement.
Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and the distribution of funds from our subsidiaries.
Although our operations are conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to pay dividends on our common stock. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and the distribution of funds from our subsidiaries.
The demand for our products may be adversely affected by technological advances or the development of new or less costly competing products. For example, the development of substitutes for our plant nutrition products that can more efficiently mix with other agricultural inputs or have more efficient application methods may impact the demand for our products.
For example, the development of substitutes for our plant nutrition products that can more efficiently mix with other agricultural inputs or have more efficient application methods may impact the demand for our products. Many of our products, including sodium chloride, magnesium chloride and SOP, have historically been characterized by a slow pace of technological advances.
This could adversely impact our ability to fulfill our contracts, resulting in significant contractual penalties and loss of customers. Our operations are conducted primarily through a limited number of key production and distribution facilities, and we are also dependent on critical equipment. We conduct our operations through a limited number of key production and distribution facilities.
Our operations are conducted primarily through a limited number of key production and distribution facilities, and we are also dependent on critical equipment. We conduct our operations through a limited number of key production and distribution facilities.
A labor shortage or the loss of key personnel may have a material adverse effect on our performance. Our business is dependent on our ability to attract, develop and retain personnel. We may encounter difficulty recruiting sufficient numbers of personnel at acceptable wage and benefit levels due to the competitive labor market.
Our business is dependent upon personnel, including highly skilled personnel. A labor shortage or the loss of key personnel may have a material adverse effect on our performance. Our business is dependent on our ability to attract, develop and retain personnel.
Underground mining also poses the potential risk of mine collapse or ceiling collapse (such as the September 2017 partial ceiling collapse at our Goderich mine) because of the mine geology and the rate and volume of minerals extracted, among other potential causes.
We have minor water inflows at our Cote Blanche and Goderich salt mines that we actively monitor and manage. Underground mining also poses the potential risk of mine collapse or ceiling collapse because of the mine geology and the rate and volume of minerals extracted, among other potential causes.
In addition, o ur fire retardant business currently has one primary customer, the USFS. If the USFS were to choose not to renew commercial agreements with us or reduce their spend on our fire retardant products, that business would be adversely affected.
In addition, our fire retardant business currently has one primary customer, the USFS. If the USFS were to choose not to enter into commercial agreements with us, that business would be adversely affected. The demand for our products may be adversely affected by technological advances or the development of new or less costly competing products.
The patent rights that we obtain may not provide meaningful protection to prevent others from selling competitive products or using similar production processes. Pending patent applications may not result in an issued patent. If we do receive an issued patent, we cannot guarantee that our patent rights will not be challenged, invalidated, circumvented, or rendered unenforceable.
The patent rights that we obtain may not provide meaningful protection to prevent others from selling competitive 23 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. products or using similar production processes. Pending patent applications may not result in an issued patent.
These laws and regulations include import and export requirements, economic sanctions laws, customs laws, tax laws and anti-corruption laws, such as the FCPA, the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act. We cannot predict how these or other laws or their interpretation, administration and enforcement will change over time.
These laws and regulations include import and export requirements, economic sanctions 22 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. laws, customs laws, tax laws and anti-corruption laws, such as the FCPA, the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act.
Weather conditions also impact our fire retardant business, since hotter and drier summer weather is generally correlated with a higher prevalence of wildfires. Our business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete our capital projects could have an adverse effect on our growth and profitability.
Weather conditions also impact our fire retardant business, since hotter and drier summer weather is generally correlated with a higher prevalence of wildfires.
We face global competition from new and existing competitors who have entered or may enter the markets in which we sell, particularly 20 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. in our plant nutrition business.
Changes in competitors’ production, geographic or marketing focus could have a material impact on our business. We face global competition from new and existing competitors who have entered or may enter the markets in which we sell, particularly in our plant nutrition business.
For more information, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of Currency Fluctuations and Inflation,” and Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.” 21 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
For more information, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of Currency Fluctuations and Inflation,” and Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.” In addition, we may face more competition in periods when foreign currency exchange rates are favorable to our competitors.
However, the extent and costs of any environmental investigation or remediation activities are inherently uncertain and difficult to estimate and could exceed our expectations, which could materially affect our financial condition and operating results. 23 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
However, the extent and costs of any environmental investigation, asset retirement obligation or remediation activities are inherently uncertain and difficult to estimate and could exceed our expectations, which could materially affect our financial condition and operating results. Additionally, we previously sold a portion of our U.K. salt mine to a third party, which operates a waste management business.
New investments may not generate sufficient revenue, may incur unanticipated liabilities and may divert our limited resources and distract management from our current operations.
New investments may not generate sufficient revenue, may incur unanticipated liabilities and may divert our limited resources and distract management from our current operations. We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results.
Additionally, we previously sold a portion of our U.K. salt mine to a third party, which operates a waste management business. The third party’s business, under governmental permits, is allowed to securely dispose certain hazardous waste at the property they own and they pay us fees for engaging in this activity.
The third party’s business, under governmental permits, is allowed to securely dispose certain hazardous waste at the property they own and they pay us fees for engaging in this activity. Compliance with import and export requirements, the FCPA and other applicable anti-corruption laws may increase the cost of doing business.
We are subject to tax liabilities which could adversely impact our profitability, cash flow and liquidity. We are subject to income tax primarily in the U.S., Canada and the U.K.
Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. 17 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. We are subject to tax liabilities which could adversely impact our profitability, cash flow and liquidity. We are subject to income tax primarily in the U.S., Canada and the U.K.
If these events occur, we may incur additional maintenance and capital expenditures, our operations could be materially disrupted and we may not be able to produce and ship our products. The results of our operations are dependent on and vary due to weather conditions. Additionally, adverse weather conditions or significant changes in weather patterns could adversely affect us.
If these events occur, we may incur additional maintenance and capital expenditures, our operations could be materially disrupted and we may not be able to produce and ship our products. Our business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete our capital projects could have an adverse effect on our growth and profitability.
We also need to continue investing resources in our fire retardant product research and development in order to keep our products competitive. Changes in competitors’ production, geographic or marketing focus could have a material impact on our business.
However, new production methods or sources for our products or the development of substitute or competing products could materially and adversely affect the demand and sales of our products. We also need to continue investing resources in our fire retardant product research and development in order to keep our products competitive.
In addition, we may face more competition in periods when foreign currency exchange rates are favorable to our competitors. A relatively strong U.S. dollar increases the attractiveness of the U.S. market for some of our international competitors while decreasing the attractiveness of other markets to us.
A relatively strong U.S. dollar increases the attractiveness of the U.S. market for some of our international competitors while decreasing the attractiveness of other markets to us. 20 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
We also rely on trade secret protection to guard confidential unpatented technology, manufacturing expertise, and technological innovation.
If we do receive an issued patent, we cannot guarantee that our patent rights will not be challenged, invalidated, circumvented, or rendered unenforceable. We also rely on trade secret protection to guard confidential unpatented technology, manufacturing expertise, and technological innovation.
We incur costs to maintain these financial assurance bonds and failure to satisfy these financial assurance requirements could materially affect our business, the results of our operations and our financial condition. 19 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Competition, Sales and Pricing Risks The demand for our products is seasonal.
We incur costs to maintain these financial assurance bonds and failure to satisfy these financial assurance requirements could materially affect our business, the results of our operations and our financial condition. We ceased paying cash dividends in fiscal 2024; any future cash dividends will be at the discretion of our board of directors and other factors.
Removed
We have indefinitely suspended our lithium development project until we have further clarity on the evolving regulatory climate in the State of Utah.
Added
Risks Related to our Restatement and Internal Controls Management identified material weaknesses in the Company’s internal control over financial reporting that resulted in errors in financial statements.
Removed
If the final rule relating to Great Salt Lake Elements and Minerals creates significant obstacles toward the responsible development of lithium salts from the Great Salt Lake, we may not continue further investment in our lithium development project, which could impact our ability to further develop our lithium project and adversely impact the value of our securities.
Added
If the Company fails to remediate the material weaknesses or experiences additional material weaknesses in the future, it may be unable to accurately and timely report financial results or comply with the requirements of being a public company, which could cause the price of the Company’s common stock to decline and harm its business.
Removed
We have evaluated the proposed rule and have been actively engaged with the State of Utah in a collaborative attempt to minimize any adverse impact of the rulemaking on our lithium project.
Added
Management identified material weaknesses in internal control over financial reporting in conjunction with the restatement described in the Explanatory Note of our Form 10-K/A, filed with the SEC on October 29, 2024.
Removed
The proposed rule introduces new obstacles to lithium salt production on the Great Salt Lake that have slowed progress and will require resolution prior to proceeding further with our lithium project.
Added
The description of the material weaknesses that were determined to exist as of September 30, 2023 and 2024 is included under Part II Item 9A of this Form 10-K.
Removed
As a result, we have suspended indefinitely any further investment in our lithium project beyond certain already committed items associated with the early stages of construction of our commercial scale demonstration unit and are considering seeking partners at the project level with an aim of reducing our share of capital costs and lowering execution risk in the event that the project is restarted.
Added
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely basis.
Removed
Any continued investment or such partnership would be conditioned on the achievement of an acceptable and predictable regulatory framework in Utah governing the production of lithium on the Great Salt Lake.
Added
While we are taking steps to address the identified material weaknesses and prevent additional material weaknesses from occurring, it cannot be assured that the measures the Company has taken to date, and is continuing to implement, will be sufficient to remediate the material weaknesses or to avoid potential future material weaknesses.
Removed
We cannot make any assurance that we will 14 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. continue investments in our lithium project or whether we will enter into any partnership, and if so, on what terms.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
Item 1C. Cybersecurity 28 Item 2. Properties 28 Item 3. Legal Proceedings 61 Item 4. Mine Safety Disclosures 61 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 63 Item 6. Reserved 64 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 65 Item 7A.
Added
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy Risk Assessment and Management As digitization and technological advancements continue to accelerate, the landscape of cybersecurity faces new challenges. Compass Minerals remains vigilant in our efforts to minimize risk by safeguarding systems and protecting private business, partner, and customer information.
Removed
Quantitative and Qualitative Disclosures About Market Risk 83 Item 8. Financial Statements and Supplementary Data 84
Added
Protection of our digital assets requires strategically focused cybersecurity processes with persistent execution. We maintain a cybersecurity program employing many components and strategies to mitigate and remediate day-to-day cybersecurity threats and exposures.
Added
We approach cybersecurity threats through a cross-functional, multilayered approach, with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to us; (ii) preserving the confidentiality, security, integrity, and availability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.
Added
Our layered approach to cyber security risk mitigation includes the following: • Secure architectural solution design of processes and system configuration. • Assessment and remediation of cybersecurity events with potential impact on business processes. • Proactive monitoring and mitigation of active exploits through managed services. • Evolution of the information security governance program.
Added
We take a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect our operations, finances, legal or regulatory compliance, and/or reputation. We employ continuous monitoring systems and other technologies and security controls to assist us with the identification of cybersecurity risks and threats.
Added
These strategies include, among others, the application, adoption or modification of cybersecurity policies and 26 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. procedures, implementation of administrative, technical, and/or physical controls and employee training, education, and awareness initiatives. Our cybersecurity risk management includes continuous monitoring of networks and systems for potential signs of suspicious activity.
Added
We have deployed managed detection and response services for all corporate production systems (servers, desktops, and laptops). This managed service includes 24x7x365 monitoring, threat hunting, remediation, and escalation to help maintain a secure environment.
Added
We also provide mechanisms and training for employees to report to the IT Department any unusual or potentially malicious activity they observe for proper identification and analysis. We track key performance indicators and cybersecurity metrics to evaluate the efficacy of our cybersecurity controls and practices.
Added
Further, our cybersecurity program is periodically reviewed by senior members of management and adjusted as needed to maintain the program’s agility and responsiveness as circumstances and technologies evolve, new cybersecurity threats emerge, and regulations change. Cybersecurity represents a critical component of our overall approach to risk management.
Added
Our cybersecurity policies, standards and practices are fully integrated into our enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by our Board of Directors (the “Board”). We separately operate an ERM program to identify, evaluate and manage risks.
Added
Cybersecurity risks are evaluated alongside other critical business risks under the ERM program to align cybersecurity efforts with our broader business goals and objectives. We believe that integrating cybersecurity risks into our ERM program fosters a proactive and holistic approach to cybersecurity, which helps safeguard our operations, financial condition, and reputation in an ever-evolving threat landscape.
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Cybersecurity risks are further considered and evaluated as part of an annual risk assessment performed independently by our internal audit department. Incident Response We maintain an incident response policy and program focused upon detecting, managing, documenting, and reporting incidents affecting our systems and data, including those specific to cybersecurity.
Added
In the event of a significant cybersecurity incident, we establish an incident response team (“IRT”) that works in conjunction our internal crisis management team, subject matter experts, and business stakeholders to identify, contain, eradicate and, if necessary, recover from a cybersecurity incident.
Added
We have built into our incident response program, a review process that gives our disclosure committee real-time access to information to rapidly assess materiality. These efforts may include detecting, identifying, defending against, responding to and, if necessary, recovering from cybersecurity incidents.
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Incidents that meet certain thresholds are escalated to senior members of management, internal legal advisors, communication specialists and other key stakeholders for additional guidance and action. Through third parties we are also able to rapidly deploy forensic analysis, legal services, notification, and call center service(s).
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Our incident response and change management policies and procedures were designed based on guidelines from the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). Use of Third Parties Cybersecurity Service Providers and Third-Party Consultants . Periodically we engage independent cybersecurity consultants, auditors and other third parties to assess and enhance our cybersecurity risk assessment and practices.
Added
These third parties conduct independent assessments, penetration testing and vulnerability assessments to identify weaknesses and recommend improvements. When cybersecurity risks are identified, we prioritize mitigation strategies based upon risks’ potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Additionally, we employ several third-party tools and technologies as part of our efforts to enhance cybersecurity functions and monitoring.
Added
Oversight of Third-Party Service Providers . We use third-party service providers to support our operations and many of our technology initiatives, including third parties that house financial or sensitive information.
Added
Our technology acquisition policy and our internal controls framework require us to obtain and review attestation reports regarding these third-party service providers and their sub-service processors or providers and their internal controls, complementary user entity controls and contractual obligations, including those specific to cybersecurity.
Added
We evaluate cybersecurity risks associated with our use of third-party service providers, which may include a review of a service provider’s cybersecurity posture or a recommendation of specific mitigation controls.
Added
We determine and prioritize service provider risk based on potential threat impact and likelihood and these risk determinations determine the level of due diligence and ongoing compliance monitoring required for each service provider. We have independent validation and assessment capabilities from our cyber insurance provider (Resilience).
Added
Each year we select several third-party suppliers for evaluation, analyze resultant reports, and mitigate risks associated with the vendor as needed. Risks from Material Cybersecurity Threats As of the date of this report, we have not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization.
Added
Although we have not previously experienced cybersecurity incidents that are individually, or in the aggregate, material, we have experienced cyberattacks in the past, which we believe have thus far been deflected or mitigated by our preventative, detective, and responsive measures. 27 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Added
Cybersecurity Governance Board Oversight Our board level audit committee retains oversight of our cyber security program, which is led by our vice president of information technology services. Our senior leadership regularly provides updates on cybersecurity risks and cyber security initiatives to both the audit committee and the broader board.
Added
The Board is responsible for overseeing management’s assessments of major risks facing the Company and for reviewing options to mitigate these risks. The Board’s oversight of cybersecurity risks occurs at both the Board level and through its Audit Committee. The Board .
Added
The Chief Executive Officer, the Chief Financial Officer, other members of senior management and other personnel and advisors, as requested by the Board, report on our financial, operating, and commercial strategies, as well as major related risks, which may include cybersecurity risks, at regularly scheduled meetings of the Board.
Added
The Board may request follow-up data and presentations to address any specific concerns or recommendations. The Audit Committee . The Audit Committee reviews with our management team, including our vice president of information technology services, our cybersecurity frameworks, policies, technologies, programs, opportunities, strategies, and risks.
Added
These presentations highlight any significant cybersecurity incidents, the cyber threat landscape, cybersecurity program enhancements, cybersecurity risks, related remediation and mitigation activities, security user awareness and reporting training program and any other relevant cybersecurity topics. In addition, members of our Legal Department advise the Audit Committee as needed regarding cybersecurity-related legal matters, including disclosure requirements.
Added
Management believes that these reports help to provide the Audit Committee with an informed understanding of our cybersecurity program, risks, and strategies. The Audit Committee may request follow-up data and presentations to address any specific concerns or recommendations.
Added
In addition to this periodic reporting, significant cybersecurity risks or threats may also be escalated to the Audit Committee as needed based upon our cyber incident reporting process. The Audit Committee reports regularly to the entire Board and reviews with the Board any major issues that arise at the committee level, which may include cybersecurity risks.
Added
Management’s Role Our IT Department addresses current and emerging cybersecurity matters. This function is led by our vice president of information technology services, who reports to our Chief Strategy Officer.
Added
The IT Department’s security team, a cross-functional group composed of members with substantial professional and technical information technology experience, oversees the cybersecurity program to help ensure the confidentiality, integrity and availability of the company’s systems and mitigate day-to-day threats and exposures.
Added
It is responsible for measuring and managing cybersecurity risk, including the prevention, detection, mitigation, and remediation of cybersecurity incidents and for implementing cybersecurity policies, programs, procedures and strategies. The security team reports significant cybersecurity incidents to senior management, internal legal advisors, communication specialists and other key stakeholders as required.

Item 2. Properties

Properties — owned and leased real estate

38 edited+5 added270 removed64 unchanged
Biggest changeSummary Mineral Resources at September 30, 2023 Measured Mineral Resources (tons, except LCE) (1) Indicated Mineral Resources (tons, except LCE) (1) Measured + Indicated Mineral Resources (tons, except LCE) (1) Inferred Mineral Resources (tons, except LCE) (1) Salt (2)(3) United States Cote Blanche mine 34,512,821 629,032,729 663,545,550 163,767,364 Ogden facility (4) 2,140,217,016 2,140,217,016 Lyons 138,056,446 193,979,000 332,035,446 Total United States 172,569,267 2,963,228,745 3,135,798,012 163,767,364 Canada Goderich mine 1,453,008,027 1,453,008,027 148,200,000 Goderich plant 67,314,523 41,700,000 109,014,523 Amherst 408,968,364 408,968,364 Unity 252,080,803 252,080,803 Total Canada 67,314,523 2,155,757,194 2,223,071,717 148,200,000 United Kingdom Winsford 44,090,387 7,730,000 51,820,387 Total United Kingdom 44,090,387 7,730,000 51,820,387 Chile Atacama Desert property 102,531,129 102,531,129 Total Chile 102,531,129 102,531,129 Total Salt 283,974,177 5,229,247,068 5,513,221,245 311,967,364 SOP (5)(6) United States Ogden facility (7) 89,707,351 89,707,351 Total United States 89,707,351 89,707,351 Canada Wynyard (8) Total Canada Total SOP 89,707,351 89,707,351 Magnesium Chloride (9)(10) United States Ogden facility (11) 359,378,669 359,378,669 Total United States 359,378,669 359,378,669 Total Magnesium Chloride 359,378,669 359,378,669 LCE (tonnes) (12)(13)(14) United States Ogden facility (11) 2,401,218 2,401,218 45,221 Total United States 2,401,218 2,401,218 45,221 Total LCE 2,401,218 2,401,218 45,221 (1) Mineral resources are reported in situ.
Biggest changeSummary Mineral Resources at September 30, 2024 Measured Mineral Resources (tons) (1) Indicated Mineral Resources (tons) (1) Measured + Indicated Mineral Resources (tons) (1) Inferred Mineral Resources (tons) (1) Salt (2)(3) United States Cote Blanche mine 31,022,341 629,032,729 660,055,070 163,767,364 Ogden facility (4) 2,139,215,607 2,139,215,607 Lyons 137,214,766 193,979,000 331,193,766 Total United States 168,237,107 2,962,227,336 3,130,464,443 163,767,364 Canada Goderich mine 1,441,611,742 1,441,611,742 148,200,000 Goderich plant 66,550,160 41,700,000 108,250,160 Amherst 408,794,258 408,794,258 Unity 251,873,143 251,873,143 Total Canada 66,550,160 2,143,979,143 2,210,529,303 148,200,000 United Kingdom Winsford 42,896,918 7,730,000 50,626,918 Total United Kingdom 42,896,918 7,730,000 50,626,918 Chile Atacama Desert property 102,531,129 102,531,129 Total Chile 102,531,129 102,531,129 Total Salt 277,684,185 5,216,467,608 5,494,151,793 311,967,364 SOP (5)(6) United States Ogden facility (7) 89,461,892 89,461,892 Total United States 89,461,892 89,461,892 Canada Wynyard (8) Total Canada Total SOP 89,461,892 89,461,892 Magnesium Chloride (9)(10) United States Ogden facility (11) 358,632,573 358,632,573 Total United States 358,632,573 358,632,573 Total Magnesium Chloride 358,632,573 358,632,573 (1) Mineral resources are reported in situ.
(3) There are multiple saleable products based on salt quality from the underground mining operations (rock salt for road deicing and chemical grade salt).
(3) There are multiple saleable products based on salt quality from the underground mining operations (rock salt for road deicing and chemical grade salt).
The following table shows the estimated annual production capacity and type of salt or other mineral produced at each of our owned or leased processing locations as of September 30, 2023: Location Annual Production Capacity (1) (tons) Product Type North America Goderich, Ontario, Mine 8.0 million Rock Salt Cote Blanche, Louisiana, Mine 2.9 million Rock Salt Ogden, Utah, Plant: Salt (2) 1.5 million Solar Salt Magnesium Chloride (3) 750,000 Magnesium Chloride SOP (4) 320,000 SOP Lyons, Kansas, Plant 450,000 Mechanically-Evaporated Salt Unity, Saskatchewan, Plant 140,000 Mechanically-Evaporated Salt Goderich, Ontario, Plant 140,000 Mechanically-Evaporated Salt Amherst, Nova Scotia, Plant 135,000 Mechanically-Evaporated Salt Wynyard, Saskatchewan, Plant 40,000 SOP United Kingdom Winsford, Cheshire, Mine 2.2 million Rock Salt (1) Annual production capacity is our estimate of the tons that could be produced based on design capacity, assuming optimization of our operations, including our facilities, equipment and workforce.
The following table shows the estimated annual production capacity and type of salt or other mineral produced at each of our owned or leased processing locations as of September 30, 2024: Location Annual Production Capacity (1) (tons) Product Type North America Goderich, Ontario, Mine 8.0 million Rock Salt Cote Blanche, Louisiana, Mine 2.9 million Rock Salt Ogden, Utah, Plant: Salt (2) 1.5 million Solar Salt Magnesium Chloride (3) 750,000 Magnesium Chloride SOP (4) 320,000 SOP Lyons, Kansas, Plant 450,000 Mechanically-Evaporated Salt Unity, Saskatchewan, Plant 140,000 Mechanically-Evaporated Salt Goderich, Ontario, Plant 140,000 Mechanically-Evaporated Salt Amherst, Nova Scotia, Plant 135,000 Mechanically-Evaporated Salt Wynyard, Saskatchewan, Plant 40,000 SOP United Kingdom Winsford, Cheshire, Mine 2.2 million Rock Salt (1) Annual production capacity is our estimate of the tons that could be produced based on design capacity, assuming optimization of our operations, including our facilities, equipment and workforce.
As of September 30, 2023, we had ten mining properties, as summarized in the table below: Location Segment Use Stage United States Cote Blanche Island, Louisiana Salt Rock salt mine Production Lyons, Kansas Salt Evaporated salt facility Production Ogden, Utah Salt, Plant Nutrition SOP, solar salt and magnesium chloride facility Production Canada Amherst, Nova Scotia Salt Evaporated salt facility Production Goderich, Ontario Salt Rock salt mine Production Goderich, Ontario Salt Evaporated salt facility Production Unity, Saskatchewan Salt Evaporated salt facility Production Wynyard, Saskatchewan Plant Nutrition SOP facility Exploration United Kingdom Winsford, Cheshire Salt Rock salt mine Production Chile Atacama Desert Salt N/A Exploration We are the sole operator of each of our mining properties and we own all of the ownership interests in our mining operations.
As of September 30, 2024, we had ten mining properties, as summarized in the table below: Location Segment Use Stage United States Cote Blanche Island, Louisiana Salt Rock salt mine Production Lyons, Kansas Salt Evaporated salt facility Production Ogden, Utah Salt, Plant Nutrition SOP, solar salt and magnesium chloride facility Production Canada Amherst, Nova Scotia Salt Evaporated salt facility Production Goderich, Ontario Salt Rock salt mine Production Goderich, Ontario Salt Evaporated salt facility Production Unity, Saskatchewan Salt Evaporated salt facility Production Wynyard, Saskatchewan Plant Nutrition SOP facility Exploration United Kingdom Winsford, Cheshire Salt Rock salt mine Production Chile Atacama Desert Salt N/A Exploration We are the sole operator of each of our mining properties and we own all of the ownership interests in our mining operations.
Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project.
Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person (“QP”) that the mineral resources can be the basis of an economically viable project.
The Company is able to extract and produce salts from the lake by rights derived from a combination of: (i) lakebed lease agreements (the “Lakebed Leases”) with the Utah Department of Natural Resources, Division of Forestry, Fire and State Lands (the “Utah FFSL”); (ii) one lease for upland evaporation ponds (the “Upland Pond Lease”) with the State of Utah School and Institutional Trust Lands Administration (the “Utah SITLA”); (iii) seven non-solar leases and easements; (iv) water rights for consumption of brines and 38 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. freshwater (the “Water Rights”) through the Utah Department of Natural Resources, Division of Water Rights; (v) a large mine operation mineral extraction permit (GSL Mine M/057/0002) (the “Mineral Extraction Permit”) through the Utah Department of Natural Resources, Division of Oil, Gas and Mining (the “Utah DOGM”); and (vi) a royalty agreement for extraction of all mineral salts, dated September 1, 1962 (as amended from time to time, the “Royalty Agreement”), with the Utah State Land Board.
The Company is able to extract and produce salts from the lake by rights derived from a combination of: (i) lakebed lease agreements (the “Lakebed Leases”) with the Utah Department of Natural Resources, Division of Forestry, Fire and State Lands (the “Utah FFSL”); (ii) one lease for upland evaporation ponds (the “Upland Pond Lease”) with the State of Utah School and Institutional Trust Lands Administration (the “Utah SITLA”); (iii) seven non-solar leases and easements; (iv) water rights for consumption of brines and freshwater (the “Water Rights”) through the Utah Department of Natural Resources, Division of Water Rights; (v) a large mine operation mineral extraction permit (GSL Mine M/057/0002) (the “Mineral Extraction Permit”) through the Utah Department of Natural Resources, Division of Oil, Gas and Mining (the “Utah DOGM”); and (vi) a royalty agreement for extraction of all mineral salts, dated September 1, 1962 (as amended from time to time, the “Royalty Agreement”), with the Utah State Land Board. 39 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
(Cote Blanche, Louisiana) and the U.K. (Winsford, Cheshire) make up 85% of our salt production capacity as of September 30, 2023. Each of these mines is operated with modern mining equipment and utilizes subsurface improvements, such as vertical shaft lift systems, milling and crushing facilities, maintenance and repair shops and extensive raw materials handling systems.
(Cote Blanche, Louisiana) and the U.K. (Winsford, Cheshire) make up 85% of our salt production capacity as of September 30, 2024. Each of these mines is operated with modern mining equipment and utilizes subsurface improvements, such as vertical shaft lift systems, milling and crushing facilities, maintenance and repair shops and extensive raw materials handling systems.
Actual annual salt, magnesium chloride and SOP production volume levels may vary from the annual production capacity shown in the table above due to a number of factors, including variations in the winter weather conditions which impact demand for highway and consumer deicing products, the quality of the reserves and the nature of the geologic formation that we are mining at a particular time, unplanned downtime due to safety concerns, incidents and mechanical failures, and other operating conditions. 31 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Actual annual salt, magnesium chloride and SOP production volume levels may vary from the annual production capacity shown in the table above due to a number of factors, including variations in the winter weather conditions which impact demand for highway and consumer deicing products, the quality of the reserves and the nature of the geologic formation that we are mining at a particular time, unplanned downtime due to safety concerns, incidents and mechanical failures, and other operating conditions. 32 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
The development of this project would require significant infrastructure to establish extraction and logistics capabilities. As of September 30, 2023 our investment in these rights totaled $8.5 million.
The development of this project would require significant infrastructure to establish extraction and logistics capabilities. As of September 30, 2024 our investment in these rights totaled $8.5 million.
Mechanically-evaporated salt is primarily sold through our consumer and industrial salt product lines. Solar Evaporation - For a description of the solar evaporation process, see “—Ogden Facility” below. 30 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Our current estimated production capacity is approximately 16.2 million tons of salt and 360,000 tons of SOP per year.
Mechanically-evaporated salt is primarily sold through our consumer and industrial salt product lines. Solar Evaporation - For a description of the solar evaporation process, see “—Ogden Facility” below. 31 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Our current estimated production capacity is approximately 16.2 million tons of salt and 360,000 tons of SOP per year.
As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
Rail access is provided by Union Pacific Railroad on an existing siding at the Ogden plant. The Ogden facility is located on approximately 184,947 acres of land, of which approximately 7,434.16 acres are owned by the Company. The Great Salt Lake and minerals associated with it are owned by the State of Utah.
Rail access is provided by Union Pacific Railroad on an existing siding at the Ogden plant. The Ogden facility is located on approximately 108,749 acres of land, of which approximately 7,434.16 acres are owned by the Company. The Great Salt Lake and minerals associated with it are owned by the State of Utah.
ITEM 2. PROPERTIES SUMMARY OVERVIEW OF MINING OPERATIONS Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
ITEM 2. PROPERTIES SUMMARY OVERVIEW OF MINING OPERATIONS Information concerning our mining properties in this Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. 35 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. 36 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
The following map shows the locations of our mining properties, as of September 30, 2023: 29 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
The following map shows the locations of our mining properties, as of September 30, 2024: 30 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Summary of Mineral Resources and Reserves Summaries of our mineral resources and reserves at the end of fiscal 2023 are set forth in Tables 1 and 2. 32 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Table 1.
Summary of Mineral Resources and Reserves Summaries of our mineral resources and reserves at the end of fiscal 2024 are set forth in Tables 1 and 2. 33 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Table 1.
Maps of the Ogden facility are shown in Figures 1 and 2. 36 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Figure 1. Ogden Facility Property Location Map 37 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Figure 2.
Maps of the Ogden facility are shown in Figures 1 and 2. 37 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Figure 1. Ogden Facility Property Location Map 38 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Figure 2.
Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. (6) With respect to the Ogden facility, based on pricing data based on a five-year average (2019 through 2023) of historical sales data for SOP of $647 per ton.
Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. (6) With respect to the Ogden facility, based on pricing data based on a five-year average (2020 through 2024) of historical sales data for SOP of $659.96 per ton.
The Upland Pond Lease allows for the construction and operation of evaporation ponds on the subject properties. The Upland Pond Lease does not impose any material conditions on the Company’s retention of the property except for payment of rent. The Company also holds seven non-solar leases and easements granted by Utah FFSL or Utah SITLA covering approximately 1,258 acres.
The Upland Pond Lease does not impose any material conditions on the Company’s retention of the property except for payment of rent. The Company also holds seven non-solar leases and easements granted by Utah FFSL or Utah SITLA covering approximately 1,258 acres.
(5) With respect to the Ogden facility, based on pricing data based on a five-year average (2019 through 2023) of historical sales data for SOP of $647 per ton. Sales prices are projected to increase to approximately $8,529 per ton through the current expected end of mine life.
(5) With respect to the Ogden facility, based on pricing data based on a five-year average (2020 through 2024) of historical sales data for SOP of $659.96 per ton. Sales prices are projected to increase to approximately $8,529 per ton through the current expected end of mine life.
As there have been no material changes in the mineral reserves or mineral resources from the last technical report summaries filed for each of these properties, the Company is not filing a new technical report summary for any of these properties in connection with this Annual Report on Form 10-K. 28 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
There have been no material changes in the mineral reserves or mineral resources from the last technical report summaries filed for each of the other properties, so the Company is not filing a new technical report summary for any of these properties in connection with this Form 10-K. 29 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors. (2) All figures have been rounded to reflect the relative accuracy of the estimates.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors.
For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data based on a five-year average (2017 through 2021) of historical sales data for rock salt for road deicing of $64.12 per ton to $82.65 per ton.
For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data based on a five-year average (2020 through 2024) of historical sales data for rock salt for road deicing of $64.40 per ton to $94.98 per ton.
For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data based on a five-year average (2019 through 2023) of historical sales data for rock salt for road deicing of $64.12 per ton to $82.65 per ton.
For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data based on a five-year average (2020 through 2024) of historical sales data for rock salt for road deicing of $64.40 per ton to $94.98 per ton.
Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category.
Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.
(4) The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, Morton Salt and Cargill, also extract dissolved mineral from the lake (all in the south arm).
(4) The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, Morton Salt and Cargill, also extract dissolved mineral from the lake (all in the south arm). 34 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Sales prices are projected to increase to approximately $295.60 per ton to $706.49 per ton for rock salt for road deicing through the current expected end of mine life.
Sales prices are projected to increase to approximately $319.63 per ton to $1,204.66 per ton for rock salt for road deicing through the current expected end of mine life.
Sales prices are projected to increase to approximately $295.60 per ton to $706.49 per ton for rock salt for road deicing through the current expected end of mine life.
Sales prices are projected to increase to approximately $319.63 per ton to $1,204.66 per ton for rock salt for road deicing through the current expected end of mine life.
The Company has certificated the Water Rights that contribute to the 156,000 acre feet of extraction rights, meaning that demonstration of actual use in order to retain the right in perpetuity has been approved and authorized. The Mineral Extraction Permit (GSL Mine M/057/0002) was granted by the Utah DOGM.
The Company has certificated the Water Rights that contribute to the 156,000 acre feet of extraction rights, meaning that demonstration of actual use in order to retain the right in perpetuity has been approved and authorized.
(10) Based on pricing data based on a five-year average (2019 through 2023) of historical sales data for magnesium chloride of $66.20 per ton. Sales prices are projected to increase to approximately $736.78 per ton through the current expected end of mine life.
(10) Based on pricing data based on a five-year average (2020 through 2024) of historical sales data for magnesium chloride of $74.46 per ton. Sales prices are projected to increase to approximately $1,100.39 per ton through the current expected end of mine life.
(8) Based on pricing data based on a five-year average (2019 through 2023) of historical sales data for magnesium chloride of $66.20 per ton. Sales prices are projected to increase to approximately $736.78 per ton through the current expected end of mine life.
(8) Based on pricing data based on a five-year average (2020 through 2024) of historical sales data for magnesium chloride of $74.46 per ton. Sales prices are projected to increase to approximately $1,100.39 per ton through the current expected end of mine life.
Pursuant to each of the Lakebed Leases (except for Mineral Lease 20000107), the Company is obligated to pay rent at rates ranging from $0.50 to $2.00 per acre per year, and some leases have a minimum rent of $10,000 per year.
Pursuant to each of the Lakebed Leases, the Company is obligated to pay rent at rates ranging from $0.50 to $2.00 per acre per year, and some leases have a minimum rent of $10,000 per year. The rent paid pursuant to each lease is credited against the Company’s royalty obligations pursuant to the Royalty Agreement (as described further below).
The following table shows production by product at our owned and leased production locations, in tons, except for LCE, which is expressed in metric tons: Fiscal Year Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2021 Salt (1) Cote Blanche mine 1,965,257 1,944,722 1,527,203 Goderich mine 6,034,204 6,305,067 4,668,678 Ogden facility (2) 1,177,465 1,165,767 719,923 Other 1,652,512 1,686,668 1,342,782 Total Salt 10,829,438 11,102,224 8,258,586 SOP Ogden facility 238,428 245,165 197,806 Other 37,805 41,486 31,570 Total SOP 276,233 286,651 229,376 Magnesium Chloride Ogden facility (2) 731,490 686,213 528,690 Total Magnesium Chloride 731,490 686,213 528,690 LCE Ogden facility Total LCE (1) Excludes solar salt harvested at our Ogden facility that is not converted into finished product and salt processed at our packaging facilities.
The following table shows production by product at our owned and leased production locations, in tons: Fiscal Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Salt (1) Cote Blanche mine 1,837,389 1,965,257 1,944,722 Goderich mine 4,300,103 6,034,204 6,305,067 Ogden facility (2) 901,267 1,177,465 1,165,767 Other 1,392,416 1,652,512 1,686,668 Total Salt 8,431,175 10,829,438 11,102,224 SOP Ogden facility 226,313 238,428 245,165 Other 30,272 37,805 41,486 Total SOP 256,585 276,233 286,651 Magnesium Chloride Ogden facility (2) 671,486 731,490 686,213 Total Magnesium Chloride 671,486 731,490 686,213 (1) Excludes solar salt harvested at our Ogden facility that is not converted into finished product and salt processed at our packaging facilities.
(5) The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, also extract dissolved mineral from the lake (in the south arm).
(11) The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, also extract dissolved mineral from the lake (in the south arm). 35 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Table 2.
The rent for SULA 1971 is $427,584 per year. SULA 1971 is a 50-year lease expiring on June 30, 2072. SULA 1971 consists of former SULA 1186, which was acquired in May 1999, and SULA 1267, which was acquired from Solar Resources International in 2013, as well as an additional 13,833 acres.
SULA 1971 consists of former SULA 1186, which was acquired in May 1999, and SULA 1267, which was acquired from Solar Resources International in 2013, as well as an additional 13,833 acres. The Upland Pond Lease allows for the construction and operation of evaporation ponds on the subject properties.
The Lakebed Leases and Upland Pond Lease were issued between 1965 and 2022 and cover a total lease area of approximately 177,513 acres among 12 active leases, though not all are currently utilized. Each of the Lakebed Leases, except Mineral Lease 20000107, remains in effect until the termination of the Royalty Agreement.
The Lakebed Leases and Upland Pond Lease were issued between 1965 and 2022 and amended and restated in 2024, covering a total lease area of approximately 100,068 acres among seven active leases, though not all are currently utilized.
The Lakebed Leases do not impose any material conditions on the Company’s retention of the property except for the continued production of commercial quantities of minerals and payment of rent and royalties. The Upland Pond Lease consists of a single Special Use Lease Agreement (“SULA”) 1971, consisting of 37,181 acres, which was acquired on July 14, 2022.
The Upland Pond Lease consists of a single Special Use Lease Agreement (“SULA”) 1971, consisting of 37,181 acres, which was acquired on July 14, 2022. The rent for SULA 1971 is $427,584 per year. SULA 1971 is a 50-year lease expiring on June 30, 2072.
Summary Mineral Reserves at September 30, 2023 Proven Mineral Reserves (tons) (1) Probable Mineral Reserves (tons) (1) Total Mineral Reserves (tons) (1) Salt (2)(3) United States Cote Blanche mine 19,487,502 236,547,378 256,034,880 Ogden facility 158,425,314 158,425,314 Lyons 18,606,214 18,606,214 Total United States 19,487,502 413,578,906 433,066,408 Canada Goderich mine 457,690,728 457,690,728 Goderich plant 271,982 5,700,000 5,971,982 Amherst 5,296,444 5,296,444 Unity 355,890 24,179,074 24,534,964 Total Canada 627,872 492,866,246 493,494,118 United Kingdom Winsford 20,938,601 3,710,000 24,648,601 Total United Kingdom 20,938,601 3,710,000 24,648,601 Chile Atacama Desert property Total Chile Total Salt 41,053,975 910,155,152 951,209,127 SOP (4)(5) United States Ogden facility 45,284,552 45,284,552 Total United States 45,284,552 45,284,552 Canada Wynyard (6) Total Canada Total SOP 45,284,552 45,284,552 Magnesium Chloride (7)(8) United States Ogden facility 94,020,802 94,020,802 Total United States 94,020,802 94,020,802 Total Magnesium Chloride 94,020,802 94,020,802 (1) Ore reserves are as recovered, saleable product.
Summary Mineral Reserves at September 30, 2024 Proven Mineral Reserves (tons) (1) Probable Mineral Reserves (tons) (1) Total Mineral Reserves (tons) (1) Salt (2)(3) United States Cote Blanche mine 17,522,245 236,547,378 254,069,623 Ogden facility 157,524,046 157,524,046 Lyons 18,269,542 18,269,542 Total United States 17,522,245 412,340,966 429,863,211 Canada Goderich mine 453,390,625 453,390,625 Goderich plant 88,535 5,700,000 5,788,535 Amherst 5,169,347 5,169,347 Unity 231,294 24,179,074 24,410,368 Total Canada 319,829 488,439,046 488,758,875 United Kingdom Winsford 20,317,997 3,710,000 24,027,997 Total United Kingdom 20,317,997 3,710,000 24,027,997 Chile Atacama Desert property Total Chile Total Salt 38,160,071 904,490,012 942,650,083 SOP (4)(5) United States Ogden facility 45,058,239 45,058,239 Total United States 45,058,239 45,058,239 Canada Wynyard (6) Total Canada Total SOP 45,058,239 45,058,239 Magnesium Chloride (7)(8) United States Ogden facility 93,349,316 93,349,316 Total United States 93,349,316 93,349,316 Total Magnesium Chloride 93,349,316 93,349,316 (1) Ore reserves are as recovered, saleable product.
Removed
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors. 33 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Added
A significant amount of exploration must be completed in order to 28 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. determine whether an inferred mineral resource may be upgraded to a higher category.
Removed
(11) The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, also extract dissolved mineral from the lake (in the south arm). (12) Expressed in metric tons (tonnes).
Added
The Company has terminated its lithium project and is no longer disclosing mineral resources of lithium or lithium carbonate equivalent, so it is not filing a technical report summary for lithium in connection with this Form 10-K.
Removed
(13) Based on an average lithium grade of 51 mg/L in the north arm of the Great Salt Lake and 25 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.
Added
Each of the Lakebed Leases, have an initial term (Initial term) of 20 years beginning in October 2024 and shall be extended for successive twenty years terms (Extended Terms) provided that Compass Minerals has fully performed all of its obligations under each renewing lease.
Removed
Average grade of lithium in the solar evaporation ponds at the Ogden facility ranges from 205 mg/L to 318 mg/L.
Added
FFSL may cancel the renewal of any Lease by providing written notice to Compass Minerals at least ninety (90) days prior to the expiration of the Initial Term or any Extended Term (“FFSL Notice Date”), provided however, that FFSL’s right to cancel a Lease renewal term shall be limited to the existence, at the time of the FFSL Notice Date, of a material default or breach of the terms of the applicable Lease.
Removed
(14) The qualified persons (the “QPs”) determined a cut-off grade for lithium concentration in the ambient brine of the Great Salt Lake of 9 mg/L, using the average price for LCE over the past five years (2018 through 2022) as reported by Benchmark Mineral Intelligence of $13,086/tonne LCE and $15,765/tonne for lithium hydroxide monohydrate (LHM).
Added
The Company may be impacted by the Voluntary Agreement with the Utah Division of FFSL, which outlines brine withdrawal caps based on annual lake elevation, discussed further in
Removed
However, the QPs believe it is likely that the SOP operation will continue depleting lithium from the ambient waters of the Great Salt Lake after concentrations of lithium are below an estimated cut-off grade and that the Company will continue concentrating lithium in its evaporation pond process until lithium concentrations in the Great Salt Lake reach null.
Removed
See Section 11 of the Ogden Lithium TRS (as defined below) for a discussion of the material assumptions underlying the cut-off grade analysis. 34 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Table 2.
Removed
The rent paid pursuant to each lease is credited against the Company’s royalty obligations pursuant to the Royalty Agreement (as described further below). The rent for Mineral Lease 20000107 is $69,024 annually and is not credited against royalties due.
Removed
The Company holds additional 205,000 acre-feet water extraction rights that can be utilized on either the north or south arms of the Great Salt Lake under two Water Rights that are currently unutilized.
Removed
The Mineral Extraction Permit enables extraction of brine from the Great Salt Lake and ultimate mineral extraction from the brine. The Mineral Extraction Permit also enables all lake extraction, pond operations, and plant and processing operations conducted by the Company at the Ogden facility.
Removed
The Mineral Extraction Permit is supported by a reclamation plan that documents all aspects of current operations and mandates certain closure and reclamation requirements in accordance with Utah Rule R647-4-104.
Removed
Financial assurance for the ultimate reclamation of facilities is documented in the reclamation plan, and security for costs that will be incurred to execute site closure is provided by a third-party insurer to the State of Utah in the form of a surety bond. The total future reclamation obligation is estimated to be $4.36 million.
Removed
The Company expects that its lithium extraction plans are 39 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. allowed under the terms of the Mineral Extraction Permit, but is seeking further clarity on the regulatory framework following the passage by the Utah State Legislature of House Bill 513 and the subsequent regulatory rulemaking.
Removed
As previously announced, we have suspended indefinitely any further investment in the lithium project in Utah beyond certain already committed items associated with the early stages of construction of our commercial scale demonstration unit until further clarity is provided on the evolving regulatory climate.
Removed
Any greenfield expansion of ponds or appurtenances beyond the existing facility footprint would require a modification to the Mineral Extraction Permit regardless of the mineral(s) developed.
Removed
Pursuant to the Royalty Agreement, the Company has rights to all salts from the Great Salt Lake, and in exchange, the Company pays a royalty to the State of Utah based on net revenues (gross revenue net of sales taxes and shipping and handling costs) per pound of salts produced.
Removed
Under the Royalty Agreement, the current royalty rate for SOP is 4.8% of gross revenues, the current royalty rate for magnesium chloride is 5% of gross revenues, and the current royalty rate for sodium chloride is $0.50/ton times the Producer Price Index.
Removed
Currently, there is no statutory royalty rate specifically for lithium products in Utah, but the statutory rate for other mined minerals in Utah is 5% of net revenues.
Removed
Notwithstanding, as has been customary over the life of the umbrella Royalty Agreement that provides rights to all salts and minerals in the brine of the Great Salt Lake, including the three salts currently in production, the parties may negotiate a framework specific to lithium salts.
Removed
We would expect such a framework to be calibrated to lithium market factors, competitive with royalty structures utilized in other lithium producing jurisdictions, and cognizant of potential deductible costs unique to the production and shipment of final lithium salt products.
Removed
To produce lithium products of lithium carbonate or lithium hydroxide, the Company would reasonably expect to deduct the cost of purchased carbonate or hydroxide inputs from net revenue. The Royalty Agreement does not expire so long as paying quantities of minerals are produced and the Company pays a minimum royalty of not less than $10,000 per year.
Removed
The Ogden facility is the largest SOP production site in the western hemisphere, and one of only four large-scale solar brine evaporation operations for SOP in the world.
Removed
We believe the Ogden facility has the capability to produce 320,000 tons of SOP, including amounts produced with both solar-pond based feedstock and supplemental KCl feedstock when economically feasible, approximately 750,000 tons of magnesium chloride and 1.5 million tons of sodium chloride annually during normal weather and pond chemistry conditions.
Removed
These recoverable minerals exist in vast quantities in the Great Salt Lake. Solar evaporation is used in areas of the world where high-salinity brine is available and weather conditions provide for a high natural evaporation rate. Mineral-rich lake water, or brine, from the Great Salt Lake is drawn into the solar evaporation ponds.
Removed
The brine moves through a series of solar evaporation ponds over a two- to three-year production cycle. As the water evaporates and the mineral concentration increases, some of those minerals naturally precipitate out of the brine and are deposited on the pond floors. These deposits provide the minerals necessary for processing into SOP, solar salt and magnesium chloride.
Removed
The evaporation process is dependent upon sufficient lake brine levels and hot, arid summer weather conditions. The potassium-bearing salts are mechanically harvested out of the solar evaporation ponds and refined to high-purity SOP through flotation, crystallization and compaction at the Ogden plant.
Removed
After sodium chloride and potassium-rich salts precipitate from brine, a concentrated magnesium chloride brine solution remains, which becomes the raw material used to produce several magnesium chloride products.
Removed
Recent analysis and evaluations conducted by the Company have also demonstrated that this magnesium chloride solution contains material quantities of lithium (as a lithium chloride salt), which, when combined with the naturally occurring lithium content of the Great Salt Lake, forms the basis for the estimates of the lithium mineral resources at the Ogden facility summarized below.
Removed
Operations have been ongoing at the Ogden facility since the late 1960s, with commercial production starting in 1970. Lithium Corporation of America (“Lithcoa”), separately, and then in a partnership with a wholly owned subsidiary of Salzdetfurth, A.G., carried out initial exploration and development activities between 1963 and 1966.
Removed
In 1967, Gulf Resources and Minerals Co., or Gulf Resources, acquired Lithcoa, and in 1973, acquired Salzdetfurth, A.G.’s (then known as Kaliund Salz A.G.) partnership interest. Gulf Resources made significant capital expenditures in the early 1980s to protect the evaporation pond system at the Ogden facility from the rising levels of the Great Salt Lake.
Removed
On May 5, 1984, a northern dike of the system breached, resulting in severe flooding and damage to about 85% of the pond complex. The breach resulted in physical damage to dikes, pond floors, bridges, pump stations, and other structures. In addition, brine inventories were diluted, making them unusable for producing SOP.
Removed
During the next five years, Gulf Resources pumped the water from its solar ponds, reconstructed peripheral and interior dikes and roads, replaced pump stations, and laid down new salt floors in order to restart its operation at the Ogden facility. In 1993, D.G.
Removed
Harris & Associates acquired the Ogden facility, and in 1994, constructed the west ponds, which are connected to the east ponds by a 21-mile, open, underwater canal called the Behrens Trench, which was dredged in the lakebed from the west ponds’ outlet to a pump station near the east ponds.
Removed
Ownership of the Ogden facility was transferred in 1997 to IMC Global (“IMC”), following its acquisition of Harris Chemical Group (part of D.G. Harris & Associates). IMC sold a majority of its salt operations, including the Ogden facility, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001.
Removed
Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003. The Company has operated the Ogden facility since its initial public offering in 2003.
Removed
In that time, the Company has invested funds and acquired necessary permits to increase the efficiency and expand the capacity of the Ogden facility through upgrades to the Ogden plant and solar evaporation ponds. The Company believes that the Ogden facility and its operating equipment are maintained in good working condition.
Removed
The net book value of property, plant and equipment associated with the 40 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Ogden facility as of September 30, 2023 was $236,500,000, exclusive of mineral rights and the value of assets leased under operating leases.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Part II, Item 8, Note 11 and Part II, Item 8, Note 14 of our Consolidated Financial Statements.
Biggest changeNevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Part II, Item 8, Note 10 and Part II, Item 8, Note 13 of our Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS We are involved in the legal proceedings described in Part II, Item 8, Note 11 and Part II, Item 8, Note 14 to our Consolidated Financial Statements and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business.
ITEM 3. LEGAL PROCEEDINGS We are involved in the legal proceedings described in Part II, Item 8, Note 10 and Part II, Item 8, Note 13 to our Consolidated Financial Statements and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

4 edited+10 added11 removed1 unchanged
Biggest changeHis experience also includes over 10 years as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital, formerly Prudential Capital Group. Mary L. Frontczak, Chief Legal and Administrative Officer and Corporate Secretary , joined Compass Minerals in November 2019 and assumed her current position in February 2020.
Biggest changeBefore joining Compass Minerals, he spent 10 years in positions of growing responsibility at Crestwood Equity Partners LP. Previously, he held roles at Shamrock Trading Corporation and Ernst & Young LLP. Mary L. Frontczak, Chief Legal and Administrative Officer and Corporate Secretary , joined Compass Minerals in November 2019 and assumed her current position in February 2020.
ITEM 4. MINE SAFETY DISCLOSURES Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.
ITEM 4. MINE SAFETY DISCLOSURES Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is incorporated by reference to Exhibit 95 to this report.
Information about our Executive Officers Below is information about each person who was or is an executive officer as of September 30, 2023, and as of the date of the filing of this report. The table sets forth each person’s name, position and age as of the date of the filing of this report. Name Age Position Kevin S.
Information about our Executive Officers Below is information about each person who was or is an executive officer as of September 30, 2024, and as of the date of the filing of this report. The table sets forth each person’s name, position and age as of the date of the filing of this report. Name Age Position Edward C.
Prior to her current role, she served as the Company’s Chief Legal Officer and Corporate Secretary. Before joining Compass Minerals, Ms. Frontczak had served as Senior Vice President and General Counsel of POET LLC, an ethanol and other biorefined products producer, since 2017.
Prior to her current role, she served as the Company’s chief legal officer and corporate secretary. Before joining Compass Minerals, Ms. Frontczak had served as senior vice president 59 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. and general counsel of POET LLC, an ethanol and other biorefined products producer, since 2017.
Removed
Crutchfield 62 President and Chief Executive Officer and Director Lorin Crenshaw 48 Chief Financial Officer Mary L. Frontczak 57 Chief Legal and Administrative Officer and Corporate Secretary George J. Schuller 60 Chief Operations Officer James D. Standen 48 Chief Commercial Officer Kevin S.
Added
Dowling Jr. 69 President and Chief Executive Officer and Director Jeffrey Cathey 40 Chief Financial Officer Mary L. Frontczak 58 Chief Legal and Administrative Officer and Corporate Secretary Jenny Hood 41 Chief Supply Chain Officer Ben Nichols 43 Chief Sales Officer Edward C.
Removed
Crutchfield, President and Chief Executive Officer and Director , joined Compass Minerals and assumed his current position in May 2019. Mr. Crutchfield also serves as member of our Board of Directors. Prior to joining Compass Minerals, Mr. Crutchfield served as CEO and member of the board of directors of Alpha Metallurgical Resources, Inc.
Added
Dowling Jr., President and Chief Executive Officer and Director , joined Compass Minerals as president and chief executive officer (CEO) in January 2024. He continues to serve on the company’s board of directors, as he has since March 2022. Mr. Dowling has more than 30 years of leadership experience and international mining expertise. Prior to joining Compass Minerals, Mr.
Removed
(f/k/a Contura Energy, Inc.), a publicly traded, leading coal supplier, since the company’s inception in 2016. Previously, he served as CEO from 2009 to 2016 and chairman from 2012 to 2016 of Alpha Natural Resources, Inc., a coal producer. From 2003 to 2009, he held roles of increasing responsibility at Alpha Natural Resources. Prior to Alpha Natural Resources, Mr.
Added
Dowling served as the president, CEO and member of the board of directors of SSR Mining Inc. (f/k/a Alacer Gold Corp.), a publicly traded hard rock mining company (2008-2012), and was chair of the board (2013-2020). Previously, he was president and CEO of Meridian Gold Inc. (2006-2007), executive director for mining and exploration at De Beers S.A.
Removed
Crutchfield spent over 15 years working at El Paso Corporation, a natural gas and energy provider, as well as other coal and gas producers. He also previously served on the Board of Directors of Couer Mining Inc. Lorin Crenshaw , Chief Financial Officer , joined Compass Minerals and assumed his current position in December 2021 .
Added
(2004-2006) and executive vice president for operations at Cleveland-Cliffs Inc. (1998-2004). Additionally, he formerly served as chair of the board of PJSC Polyus and of Copper Mountain Mining Corporation. Mr. Dowling currently serves on the board of directors of Teck Resources Ltd. Jeffrey Cathey , Chief Financial Officer , joined Compass Minerals in December 2023 as chief accounting officer.
Removed
Prior to joining Compass Minerals, Mr. Crenshaw served as Chief Financial Officer at Orion Engineered Carbons S.A., a global supplier of specialty and high-performance carbon black, from 2019 to 2021 . From 2016 to 2019, Mr. Crenshaw served as the Chief Financial Officer of the global lithium business of Albemarle Corporation, a specialty chemicals manufacturing company.
Added
In June 2024, he was named chief financial officer and is responsible for all aspects of financial management, including accounting, reporting, tax, internal audit, treasury, financial planning and analysis, and investor relations. Mr. Cathey brings over 15 years of financial leadership experience in public and private companies to his new role.
Removed
Prior to that role, he held positions of increasing responsibility at Albemarle, including as Treasurer and Head of Investor 61 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Relations from 2009 to 2016.
Added
Her experience also includes five years in private practice. Jenny Hood, Chief Supply Chain Officer , joined Compass Minerals in September 2019 as vice president, supply chain. In August 2023, she was named head of fire retardants. Ms.
Removed
Her experience also includes five years in private practice. George J. Schuller, Chief Operations Officer , joined Compass Minerals and assumed his current position in September 2019. Prior to joining the Company, Mr. Schuller spent more than three decades working at Peabody Energy Corporation, the world’s largest private sector coal company.
Added
Hood was appointed chief supply chain officer in January 2024 and is responsible for leading all commercial and innovation activities for our long-term Fire Retardant business. She also provides oversight of our global supply chain function, including the customer experience, integrated business planning, logistics and procurement teams. Prior to joining Compass Minerals, Ms.
Removed
While at Peabody Energy, he served both surface and underground mining operations in the United States and Australia, most recently serving as President-Australia from 2017 to 2019 and Chief Operating Officer-Australia from 2013 to 2017. Prior to those positions, Mr.
Added
Hood was vice president of transportation at Contura Energy (2018-2019) and vice president of marketing and logistics at Bowie Resource Partners (2014-2018). Early in her career, she worked in positions of increasing responsibility within supply chain and logistics at Alpha Natural Resources (2011-2014) and Massey Energy Company (2005-2011).
Removed
Schuller served in roles of increasing responsibility at Peabody Energy, gaining experience in continuous improvement and technical services in the areas of health, safety, operations, sales and marketing, product delivery and support functions. James D. Standen, Chief Commercial Officer , joined Compass Minerals in April 2006 and assumed his current position in December 2021. Prior to this position, Mr.
Added
Ben Nichols, Chief Sales Officer , joined Compass Minerals in November 2004 as sales and marketing analyst and held positions of increasing responsibility until his promotion in March 2018, to vice president, salt, consumer and industrial. In January 2020, he was named vice president, plant nutrition. He has been serving as vice president, commercial, since May 2021. Mr.
Removed
Standen served as the Company’s Chief Financial Officer beginning August 2017 and as Interim Chief Financial Officer and Treasurer starting in April 2017. He also served as the Company’s Vice President, Finance and Treasurer from October 2016 to April 2017, as Treasurer from July 2011 to October 2016 and as Assistant Treasurer from April 2006 to June 2011.
Added
Nichols was appointed chief sales officer in January 2024 to oversee the sales, product management and marketing functions for the Salt and Plant Nutrition businesses. 60 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. PART II
Removed
Prior to joining the Company, Mr. Standen spent six years at Kansas City Southern in various finance roles after spending two years with the public accounting firm Mayer Hoffman McCann P.C. 62 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, legal requirements, capital allocation strategy, restrictions in our debt agreements and other factors our Board of Directors deems relevant.
Biggest changeThe payment of any future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, and any other factors deemed relevant by the Board of Directors.
The performance graph below uses a market capitalization index because the Company does not believe it has a reasonable line-of-business peer group. The graph assumes that the value of the investment in common stock and each index was $100 on December 31, 2018 and that all dividends were reinvested. Peer group indices use beginning of period market capitalization weighting.
The performance graph below uses a market capitalization index because the Company does not believe it has a reasonable line-of-business peer group. The graph assumes that the value of the investment in common stock and each index was $100 on December 31, 2019 and that all dividends were reinvested. Peer group indices use beginning of period market capitalization weighting.
The share price performance shown on the graph is not necessarily indicative of future price performance. Information used in the graph was prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980–2023. Index Data: Copyright Russell Investments. Used with permission. All rights reserved.
The share price performance shown on the graph is not necessarily indicative of future price performance. Information used in the graph was prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980–2024. Index Data: Copyright Russell Investments. Used with permission. All rights reserved.
HOLDERS On November 22, 2023, the number of holders of record of our common stock was 259. 63 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. DIVIDEND POLICY We intend to pay quarterly cash dividends on our common stock.
HOLDERS On December 11, 2024, the number of holders of record of our common stock was 251. 61 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. DIVIDEND POLICY We paid dividends for the first and second quarters of fiscal 2024.
Added
On April 22, 2024, the Board of Directors determined not to declare dividends for the foreseeable future in order to align our capital allocation priorities with our corporate focus on accelerating cash flow generation and debt reduction.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCONSOLIDATED RESULTS COMMENTARY: Fiscal Year Ended September 30, 2023 Fiscal Year Ended September 30, 2022 Total sales decreased 3%, or $39.4 million, due to a decrease in the Plant Nutrition segment, which was partially offset by the inclusion of sales of Fortress following its acquisition in May 2023. Operating earnings increased 84%, or $36.2 million, primarily due to higher operating earnings in our Salt segment and operating earnings of Fortress following its acquisition, which were partially offset by lower Plant Nutrition segment operating earnings. Diluted earnings per share increased $1.47 to a net earnings per share of $0.37. EBITDA* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 7%, or $12.3 million.
Biggest changeIn addition, Salt operating earnings decreased slightly due to lower Salt sales volumes, partially offset by higher average sales prices. Diluted net loss per share of $4.99 decreased by $5.24 from net earnings of $0.25 per common share in the prior fiscal year period. EBITDA* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 4%, or $7.2 million, benefiting from a $22.1 million net gain recorded in the current fiscal year period related to the decline in the valuation of the Fortress contingent consideration.
Financing Activities: Net cash flows provided by financing activities were $64.0 million. »Included payments of dividends of $24.9 million. »Net payments on our debt of $144.7 million. »Included payment of deferred financing costs of $3.9 million. »Included net proceeds from private placement of common stock of $240.7 million.
Net cash flows provided by financing activities were $64.0 million. »Included payments of dividends of $24.9 million. »Net payments on our debt of $144.7 million. »Included payment of deferred financing costs of $3.9 million. »Included net proceeds from private placement of common stock of $240.7 million.
We believe these dispositions were conducted through a single disposal plan representing a strategic shift that has had a material effect on our operations and financial results. Consequently, the Specialty Businesses qualify for presentation as discontinued operations in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
We believe these dispositions were conducted through a single disposal plan representing a strategic shift that has had a material effect on our operations and financial results. Consequently, the Specialty Businesses qualify for presentation as discontinued operations in accordance with U.S. Generally Accepted Accounting Principles.
The lower accounts receivable balance and higher inventory balance as of September 30, 2023, as compared to September 30, 2022, primarily reflects lower sales volumes in the fourth fiscal quarter in our Salt and Plant Nutrition segments.
The lower accounts receivable balance and higher inventory balance as of September 30, 2023, as compared to September 30, 2022, primarily reflects lower sales volumes in the fourth quarter 2023 in our Salt and Plant Nutrition segments.
As discussed in Item 8, Note 11 to our Consolidated Financial Statements, Canadian provincial taxing authorities continue to challenge our transfer prices of certain items. The final resolution of these challenges may not occur for several years. We currently expect the outcome of these matters will not have a material impact on our results of operations.
As discussed in Item 8, Note 10 to our Consolidated Financial Statements, Canadian provincial taxing authorities continue to challenge our transfer prices of certain items. The final resolution of these challenges may not occur for several years. We currently expect the outcome of these matters will not have a material impact on our results of operations.
These losses were partially offset by approximately $30.6 million of gain from the sale of a component of the North America micronutrient business. Off-Balance Sheet Arrangements At September 30, 2023, we had no off-balance sheet arrangements that have or are likely to have a material current or future effect on our consolidated financial statements.
These losses were partially offset by approximately $30.6 million of gain from the sale of a component of the North America micronutrient business. Off-Balance Sheet Arrangements At September 30, 2024, we had no off-balance sheet arrangements that have or are likely to have a material current or future effect on our consolidated financial statements.
These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales. Mineral interests are primarily depleted on a units-of-production method based on a combination of third-party and internal qualified geologists’ estimates of recoverable reserves.
These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales. Mineral interests are primarily depleted on an actual units-of-production method based on a combination of third-party and internal qualified geologists’ estimates of recoverable reserves.
As a result, we are presenting two reportable segments, Salt and Plant Nutrition (which was previously known as the Plant Nutrition North America segment) in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Item 8, Note 15 to our Consolidated Financial Statements for more information.
As a result, we are presenting two reportable segments, Salt and Plant Nutrition (which was previously known as the Plant Nutrition North America segment) in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Item 8, Note 14 to our Consolidated Financial Statements for more information.
We have also used cash generated from operations to fund capital expenditures, pay dividends, fund smaller acquisitions and repay our debt. We have been able to manage our cash flows generated and used across Compass Minerals to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S.
We have also used cash generated from operations to fund capital expenditures, pay dividends, fund smaller acquisitions and repay our debt. We have been able to manage our cash flows generated and used across Compass Minerals to indefinitely reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S.
Our fiscal 2023, 2022 and 2021 results were unfavorably impacted by winter weather activity as compared to an average winter in the markets we serve. Management’s Discussion of Critical Accounting Policies and Estimates The preparation of the consolidated financial statements in conformity with U.S.
Our fiscal 2024, 2023 and 2022 results were unfavorably impacted by winter weather activity as compared to an average winter in the markets we serve. Management’s Discussion of Critical Accounting Policies and Estimates The preparation of the consolidated financial statements in conformity with U.S.
See Item 8, Note 11 to our Consolidated Financial Statements for further discussion of our income taxes. We have elected to account for GILTI in the year the tax is incurred, rather than recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years.
See Item 8, Note 10 to our Consolidated Financial Statements for further discussion of our income taxes. We have elected to account for GILTI in the year the tax is incurred, rather than recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years.
Discontinued Operations On March 16, 2021, our Board of Directors approved a plan to sell our South America chemicals and specialty plant nutrition businesses, our investment in Fermavi and our North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses and as described further in Item 8, Note 1 and Note 4 to our Consolidated Financial Statements, we subsequently sold our South America specialty plant nutrition business, a component of our North America micronutrient business, our Fermavi investment and our South America chemicals business, respectively.
Discontinued Operations On March 16, 2021, our Board of Directors approved a plan to sell our South America chemicals and specialty plant nutrition businesses, our investment in Fermavi and our North America micronutrient product business with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses and as described further in Item 8, Note 1 and Note 4 to our Consolidated Financial Statements, we subsequently sold our South America specialty plant nutrition business, a component of our North America micronutrient business, our Fermavi investment and our South America chemicals business, respectively.
See Item 8, Note 13 to our Consolidated Financial Statements for a discussion of our outstanding debt. Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment.
See Item 8, Note 12 to our Consolidated Financial Statements for a discussion of our outstanding debt. Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment.
However, it is possible the resolution could materially impact the amount of earnings attributable to our foreign subsidiaries, which could impact the amount of permanently reinvested foreign earnings. See Item 8, Note 11 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments.
However, it is possible the resolution could materially impact the amount of earnings attributable to our foreign subsidiaries, which could impact the amount of permanently reinvested foreign earnings. See Item 8, Note 10 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments.
Climate change or governmental initiatives to address climate change may affect our operations and necessitate capital expenditures in the future, although capital expenditures for climate-related projects were not material in fiscal 2023 and are not expected to be material in fiscal 2024.
Climate change or governmental initiatives to address climate change may affect our operations and necessitate capital expenditures in the future, although capital expenditures for climate-related projects were not material in fiscal 2024 and are not expected to be material in fiscal 2025.
We must also comply with the terms of our indentures governing our 6.75% Senior Notes due December 2027 (the “6.75% Notes), which limits the amount of dividends we can pay to our stockholders. We are in compliance with our debt covenants as of September 30, 2023.
We must also comply with the terms of our indentures governing our 6.75% Senior Notes due December 2027 (the “6.75% Notes”), which limits the amount of dividends we can pay to our stockholders. We are in compliance with our debt covenants as of September 30, 2024.
See Item 8, Note 6 and Item 8, Note 13 to our Consolidated Financial Statements for amounts outstanding as of September 30, 2023 related to leases and debt, respectively. Our contractual obligations related to income taxes represent the one-time transition tax obligation. Refer to Item 8, Note 14 for amounts related to purchase obligations and performance bonds.
See Item 8, Note 6 and Item 8, Note 12 to our Consolidated Financial Statements for amounts outstanding as of September 30, 2024 related to leases and debt, respectively. Our contractual obligations related to income taxes represent the one-time transition tax obligation. Refer to Item 8, Note 13 for amounts related to purchase obligations and performance bonds.
Gain from Remeasurement of Equity Method Investment We recognized a gain of $13.7 million for the fiscal year ended September 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.
Gain from Remeasurement of Equity Method Investment We recognized a gain of $10.1 million for the fiscal year ended September 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.
We concluded that certain of our assets met the criteria for classification as held for sale and discontinued operations in the first quarter of 2021, as discussed further in the “Discontinued Operations” section below.
We concluded that certain of our assets met the criteria for classification as discontinued operations in the first quarter of 2021, as discussed further in the “Discontinued Operations” section below.
In April 2022, we utilized earnout proceeds from the fiscal 2021 sale of our South America specialty plant nutrition business and proceeds from the sale of our South America chemicals business, both discussed in Dispositions below, to repay approximately $60.6 million of our term loan balance.
In April 2022, we utilized earnout proceeds from the fiscal 2021 sale of our South America specialty plant nutrition business and proceeds from the sale of our South America chemicals business to repay approximately $60.6 million of our term loan balance.
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.
In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the products are used.
These sales are not material to our consolidated financial results and are not included in the following operating segment financial data. 70 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
These sales are not material to our consolidated financial results and are not included in the following operating segment financial data. 66 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
As of September 30, 2023, we had $20.0 million of cash and cash equivalents (in our Consolidated Balance Sheets) that was either held directly or indirectly by foreign subsidiaries. Due in large part to the seasonality of our deicing salt business, we have experienced large changes in our working capital requirements from quarter to quarter.
As of September 30, 2024, we had $17.3 million of cash and cash equivalents (in our Consolidated Balance Sheets) that was either held directly or indirectly by foreign subsidiaries. Due in large part to the seasonality of our salt deicing business, we have experienced large changes in our working capital requirements from quarter to quarter.
See Item 8, Note 11 for information related to income taxes. Our contractual obligations related to employer pension plan obligations represent the funded status recognized as of September 30, 2023. See Item 8, Note 12 for information related to these plans.
See Item 8, Note 10 for information related to income taxes. Our contractual obligations related to employer pension plan obligations represent the funded status recognized as of September 30, 2024. See Item 8, Note 11 for information related to these plans.
Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers. The results of operations of the Fortress business include sales of $10.4 million for the fiscal year ended September 30, 2023.
Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers. The results of operations of the Fortress business include sales of $14.7 million and $10.4 million for the fiscal years ended September 30, 2024 and 2023, respectively.
Net cash flows provided by operating activities were $120.5 million. »Net losses were $25.1 million. »Non-cash depreciation and amortization expense was $113.7 million. »Non-cash impairment loss was $23.1 million. »Non-cash stock-based compensation was $15.7 million. »Non-cash net loss in equity investees was $5.2 million. »Non-cash loss on disposition of assets was $3.7 million. »Working capital items were a use of operating cash flows of $9.4 million.
Net cash flows provided by operating activities were $120.4 million. »Net losses were $21.1 million. »Non-cash depreciation and amortization expense was $112.8 million. »Non-cash impairment loss was $23.1 million. »Non-cash stock-based compensation was $15.7 million. »Non-cash net loss in equity investees was $5.2 million. »Non-cash loss on disposition of assets was $3.7 million. »Working capital items were a use of operating cash flows of $11.3 million.
If we are not able to continue to extend lease agreements, as we have in the past, at commercially reasonable terms, without incurring substantial costs or incurring material modifications to the existing lease terms and conditions, if the assigned lives realized are less than those projected by management, or if the actual size, quality or recoverability of the minerals is less than the estimated probable reserves, then the rate of amortization could be increased or the value of the reserves could be reduced by a material amount.
If we are not able to continue to extend lease agreements, as we have in the past, at commercially reasonable terms, without incurring substantial costs or incurring material modifications to the existing lease terms and conditions, if the assigned lives realized are less than those projected by management, or if the actual size, quality or recoverability of the minerals is less than the estimated probable reserves, then the rate of amortization could be increased or the value of the reserves could be reduced by a material amount. 75 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
In fiscal 2023 and 2021, the average rate for the U.S. dollar weakened against the Canadian dollar and the British pound sterling. In fiscal 2022, the average rate for the U.S. dollar strengthened against the Canadian dollar and the British pound sterling.
In fiscal 2022, the average rate for the U.S. dollar strengthened against the Canadian dollar and the British pound sterling.
Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, loss (gain) on foreign exchange, other, net and other infrequent items that management does not consider indicative of normal operations.
Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, interest income, (gain) loss on foreign exchange, other (income) expense, net and other significant items that management does not consider indicative of normal operations.
The milestone portion of the contingency is to be paid upon the achievement of certain performance measures over the next five years (currently estimated to be $22.6 million in total), and a cash earn-out based on financial performance and volumes of certain Fortress fire retardant products sold over a 10-year period (currently estimated to be $21.1 million in total).
The milestone portion of the contingency is to be paid upon the achievement of certain performance measures over the next five years (currently estimated to be $4.7 million in total), and a cash earn-out based on financial performance and volumes of certain Fortress fire retardant products sold over a 10-year period (currently estimated to be $3.2 million in total).
Furthermore, we must remain in compliance with the terms of the credit agreement governing our credit facilities, including the consolidated total net leverage ratio and interest coverage ratio, in order to pay dividends to our stockholders.
Furthermore, we must remain in compliance with the terms of the credit agreement governing our credit facilities, including the consolidated total net leverage ratio and interest coverage ratio.
Net income tax expense of $3.8 million has been recorded for foreign withholding tax, state income tax and foreign exchange losses on these changes in assertion as of September 30, 2023, consisting of a tax benefit of $0.7 million recorded in fiscal 2023, and tax expense of $4.5 million, most of which was recorded in years prior to fiscal 2021.
Net income tax expense of $3.8 million has been recorded for foreign withholding tax, state income tax and foreign exchange losses on these changes in assertion as of September 30, 2024, consisting of a tax benefit of $0.7 million recorded in fiscal 2023, a tax benefit of $0.2 recorded in fiscal 2022 and tax expense of $4.7 million, recorded in years prior to fiscal 2022.
The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. We generated 27% of our fiscal 2023 sales in foreign currencies, and we incurred 28% of our fiscal 2023 total operating expenses in foreign currencies. Additionally, we have approximately $400 million of net assets denominated in foreign currencies.
The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. We generated 25% of our fiscal 2024 sales in foreign currencies, and we incurred 22% of our fiscal 2024 total operating expenses in foreign currencies. Additionally, we have approximately $350 million of net assets denominated in foreign currencies.
GAAP financial measures used to evaluate the operating performance of our core business operations because our resource allocation, financing methods and cost of capital, and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and the operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings.
GAAP financial measures used to evaluate the operating performance of our core business operations because our resource 73 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. allocation, financing methods and cost of capital, and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and the operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings.
Pursuant to the terms of the 2023 Credit Agreement, the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the 2023 Credit Agreement and discussed further below) is 5.0x as of the last day of any quarter through the fiscal quarter ended December 31, 2023, which steps down to 4.75x in the quarter ending March 31, 2024, and to 4.5x for the fiscal quarter ended June 30, 2024 and thereafter.
Pursuant to the terms of the amended 2023 Credit Agreement, the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the amended 2023 Credit Agreement and discussed further above) is 6.5x as of the last day of any quarter through the fiscal quarter ended December 31, 2024, which steps down to 4.75x in the quarter ending March 31, 2026 and thereafter.
We can employ our operating cash flow and other sources of liquidity to pay dividends, re-invest in our business, pay down debt and make acquisitions. 65 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
We can employ our free cash flow and other sources of liquidity to re-invest in our business, pay down debt and make acquisitions. 63 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
As of September 30, 2023, we operate 12 production and packaging facilities with nearly 2,000 personnel throughout the U.S., Canada and the U.K , including: The largest rock salt mine in the world in Goderich, Ontario, Canada; The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire; A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere and the source of the lithium salt resource that we intend to develop; and Several mechanical evaporation facilities producing consumer and industrial salt.
As of September 30, 2024, we operate 12 production and packaging facilities with nearly 1,900 personnel throughout the U.S., Canada and the U.K., including: The largest rock salt mine in the world in Goderich, Ontario, Canada; The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire; A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere; and Several mechanical evaporation facilities producing consumer and industrial salt.
We also have contingent consideration liabilities related to the Fortress acquisition currently valued at combined $43.7 million as of September 30, 2023.
We also have contingent consideration liabilities related to the Fortress acquisition currently valued at $7.9 million as of September 30, 2024.
On June 27, 2022, certain of our U.S. subsidiaries entered into an amendment to our AR Facility, extending the facility to June 2025. In January 2023, certain of the Company’s U.S. subsidiaries entered into the second amendment to the AR Securitization Facility with PNC Bank, which temporarily eased the restrictions of certain covenants contained in the agreement through March 2023.
In January 2023, certain of the Company’s U.S. subsidiaries entered into the second amendment to the AR Securitization Facility with PNC Bank, which temporarily eased the restrictions of certain covenants contained in the agreement through March 2023.
In addition, we have other future contingent commitments of approximately $247.8 million, consisting of letters of credit and performance bonds, due during fiscal 2024. At September 30, 2023, we had $232.6 million of outstanding performance bonds, which includes bonds related to Ontario mining tax reassessments. Refer to Item 8, Note 14 for additional details.
In addition, we have other future contingent commitments of approximately $250.1 million, consisting of letters of credit and performance bonds, due during fiscal 2025. At September 30, 2024, we had $242.4 million of outstanding performance bonds, which includes bonds related to Ontario mining tax reassessments. Refer to Item 8, Note 13 for additional details.
We have used, or committed to use, approximately $78 million of the proceeds from the private placement for capital expenditures to advance the first development phase of the lithium project, including the early stages of construction of our commercial scale demonstration unit, with the remainder of the proceeds used to reduce debt or for general corporate purposes.
We have used, or committed to use, approximately $78 million of the proceeds from the private placement for capital expenditures to advance the first development phase of the lithium project with the remainder of the proceeds used to reduce debt or for general corporate purposes.
As of September 30, 2023, we have $194.9 million of outside basis differences for which no deferred taxes have been recorded. See Item 8, Note 11 to our Consolidated Financial Statements for additional information.
As of September 30, 2024, we have $213.5 million of outside basis differences for which no deferred taxes have been recorded. See Item 8, Note 10 to our Consolidated Financial Statements for additional information.
Our interest commitment based on the debt balances at September 30, 2023 is $240.4 million, with $57.0 million expected within the next twelve months. The remainder of our contractual commitments consist of lease payments, purchase obligations and commitments, income taxes and employer pension and benefit plan obligations.
Our interest commitment based on the debt balances at September 30, 2024 is $215.8 million, with $64.9 million expected within the next twelve months. The remainder of our contractual commitments consist of lease payments, purchase obligations and commitments, income taxes and employer pension and benefit plan obligations.
The sale included all of our remaining operations in Brazil, concluding the previously announced plan to exit the South American market. We recorded losses on the sales of the South American specialty plant nutrition business, the investment in Fermavi and the South America chemicals business totaling approximately $323.1 million.
The sale included all of our remaining operations in Brazil, concluding the previously announced plan to exit the South 72 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. American market. We recorded losses on the sales of the South American specialty plant nutrition business, the investment in Fermavi and the South America chemicals business totaling approximately $323.1 million.
Investing Activities: Net cash flows used in investing activities were $179.8 million. »Net cash flows used in investing activities included $156.2 million of capital expenditures. »Included cash investment of $18.9 million, net of cash held by Fortress, for the acquisition of the remaining interest in Fortress.
Net cash flows used in investing activities were $177.9 million. »Net cash flows used in investing activities included $154.3 million of capital expenditures. »Included cash investment of $18.9 million, net of cash held by Fortress, for the acquisition of the remaining interest in Fortress.
As of September 30, 2023, we had total future contractual obligations of approximately $1.2 billion, with approximately $104.2 million due during fiscal 2024. We have a contractual commitment to repay our long-term debt of $811.2 million based on the terms of our debt agreements, of which $5.0 million is payable within the next twelve months.
As of September 30, 2024, we had total future contractual obligations of approximately $1.4 billion, with approximately $141.6 million due during fiscal 2025. We have a contractual commitment to repay our long-term debt of $922.8 million based on the terms of our debt agreements, of which $7.5 million is payable within the next twelve months.
Net cash flows used in financing activities were $14.3 million. »Included payments of dividends of $20.8 million. »Net proceeds from the issuance of debt of $9.9 million. Net cash flows used in financing activities were $439.6 million. »Included payments of dividends of $73.1 million. »Net payments on our debt of $365.8 million.
Net cash flows used in financing activities were $14.3 million. »Included payments of dividends of $20.8 million. »Net proceeds from the issuance of debt of $9.9 million.
When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether 73 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility.
When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility.
Upon closing of the all-cash sale, we received gross proceeds of approximately $51.5 million based on exchange rates at the time of receipt, including a post-closing adjustment and compensation for $6.4 million cash on hand that transferred to the 77 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. buyer.
Upon closing of the all-cash sale, we received gross proceeds of approximately $51.5 million based on exchange rates at the time of receipt, including a post-closing adjustment and compensation for $6.4 million cash on hand that transferred to the buyer.
Based on all available evidence, both positive and negative, the reliability of that evidence and the extent such evidence can be objectively verified, we determine whether it is more likely than not that all, or a portion of, the deferred tax assets will be realized. 80 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Based on all available evidence, both positive and negative, the reliability of that evidence and the extent such evidence can be objectively verified, we determine whether it is more likely than not that all, or a portion of, the deferred tax assets will be realized.
Adjusted EBITDA also excludes other non-operating income, primarily non-cash stock-based compensation expense, foreign exchange gains (losses) resulting from the translation of intercompany obligations, interest income and investment income (loss) relating to our nonqualified retirement plan.
Adjusted EBITDA also excludes other non-operating income, primarily non-cash stock-based compensation expense, foreign exchange gains (losses) resulting from the translation of intercompany obligations, interest income and investment income (loss) relating to our nonqualified retirement plan. 74 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Refer to Item 8, Note 13 of our Consolidated Financial Statements for additional details. In November 2022, we entered into the third amendment to the Credit Agreement, principally to affect a transition from the London Inter-Bank Offered Rate to the Secured Overnight Financing Rate pricing benchmark provisions.
Refer to Item 8, Note 12 of our Consolidated Financial Statements for additional details. In November 2022, we entered into the third amendment to the Credit Agreement, principally to affect a transition from the London Inter-Bank Offered Rate to the Secured Overnight Financing Rate pricing benchmark provisions. 71 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Other infrequent items, such as executive transition costs, restructuring charges and gain from remeasurement of equity method investment, involve distinct initiatives that are not reflective of management’s expectations for future operations and affect the comparability of our operational results across reporting periods.
Other significant items, such as executive transition costs, restructuring charges and impairment charges and gain from remeasurement of equity method investment, involve distinct initiatives that are not reflective of core operating activities and affect the comparability of our operational results across reporting periods.
We market our SOP under the trade name Protassium+. In May 2023, we completed the purchase of Fortress, a next-generation fire retardant company dedicated to developing and producing a portfolio of magnesium chloride-based aerial and ground fire retardant products to help combat wildfires (see Part II, Item 8, Note 3 of our Consolidated Financial Statements).
We market our SOP under the trade name Protassium+. In May 2023, we completed the purchase of Fortress, a fire retardant company working to develop long-term aerial and ground fire retardant products to help combat wildfires (see Part II, Item 8, Note 3 of our Consolidated Financial Statements).
Loss (Gain) on Foreign Exchange: Changed by $17.2 million from a gain of $14.9 million to a loss of $2.3 million in 2023 We realized a foreign exchange loss of $2.3 million for the fiscal year ended September 30, 2023 compared to a gain of $14.9 million in the prior year due primarily to changes in translating our intercompany loans from Canadian dollars to U.S. dollars.
Loss on Foreign Exchange: Decreased by $1.6 million from $2.3 million to $0.7 million We realized a foreign exchange loss of $0.7 million for the fiscal year ended September 30, 2024 compared to a loss of $2.3 million in the prior year due primarily to changes in translating our intercompany loans from Canadian dollars to U.S. dollars.
As a result of U.S. tax reform, we revised our permanently reinvested assertion in fiscal 2018 expecting to repatriate approximately $150 million of unremitted foreign earnings from Canada. Additionally, we changed our permanently reinvested assertion and repatriated $42.5 million of unremitted foreign earnings from our U.K. operations in September 2021.
As a result of U.S. tax reform, we revised our permanently reinvested assertion in fiscal 2018 expecting to repatriate approximately $150 million of unremitted foreign earnings from Canada.
The results of operations of the consolidated records management business and other incidental revenues include sales of $11.4 million, $11.5 million and $11.3 million for the twelve months ended September 30, 2023, 2022, and 2021, respectively.
The results of operations of the consolidated records management business and other incidental revenues include sales of $13.9 million, $11.4 million and $11.5 million for the fiscal years ended September 30, 2024, 2023, and 2022, respectively.
As discussed in Item 8, Note 13 to our Consolidated Financial Statements, at September 30, 2023, we had $811.2 million of outstanding indebtedness consisting of $500.0 million under our 6.75% Notes, $280.3 million of borrowings outstanding under our senior secured credit facilities (consisting of a term loan and a revolving credit facility), including $81.5 million borrowed against our revolving credit facility.
As discussed in Item 8, Note 12 to our Consolidated Financial Statements, at September 30, 2024, we had $922.8 million of outstanding indebtedness consisting of $500.0 million under our 6.75% Notes, $383.9 million of borrowings outstanding under our senior secured credit facilities (consisting of a term loan and a revolving credit facility), including $190.1 million borrowed against our revolving credit facility.
Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or sales transaction using a currency other than the local currency of the transacting entity.
We incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or sales transaction using a currency other than the local currency of the transacting entity.
Fiscal Year Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2021 Operating Activities: Net cash flows provided by operating activities were $107.9 million. »Net earnings were $15.5 million. »Non-cash depreciation and amortization expense was $98.6 million. »Non-cash stock-based compensation was $20.6 million. »Non-cash remeasurement gain of $13.7 million related to the acquisition of Fortress. »Non-cash loss on disposition of assets was $4.5 million. »Non-cash net loss in equity investees was $3.1 million. »Working capital items were a use of operating cash flows of $22.4 million.
Net cash flows provided by operating activities were $106.0 million. »Net earnings were $10.5 million. »Non-cash depreciation and amortization expense was $98.6 million. »Non-cash stock-based compensation was $20.6 million. »Non-cash remeasurement gain of $10.1 million related to the acquisition of Fortress. »Non-cash loss on disposition of assets was $4.5 million. »Non-cash net loss in equity investees was $3.1 million. »Working capital items were a use of operating cash flows of $22.6 million.
Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions. Our estimates may differ from actual future cash flows.
The cash flows used in its estimates are based on the reporting unit's forecast, long-term business plan, and recent operating performance. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions. Our estimates may differ from actual future cash flows.
Net cash flows used in investing activities were $80.0 million. »Net cash flows used in investing activities included $96.7 million of capital expenditures. »Investing activity outflows were partially offset by proceeds of $61.2 million from the sale of our South America specialty chemicals business and specialty plant nutrition earnout. »Included investments in equity method investees of $46.3 million. »Net cash flows provided by investing activities included proceeds of $348.6 million from the sale of our South America specialty plant nutrition business ($289.5 million), a component of our North America micronutrient business ($56.2 million) and our Fermavi investment ($2.9 million). »Investing proceeds were offset by $71.8 million of capital expenditures.
Net cash flows used in investing activities were $79.9 million. »Net cash flows used in investing activities included $96.6 million of capital expenditures. »Investing activity outflows were partially offset by proceeds of $61.2 million from the sale of our South America specialty chemicals business and specialty plant nutrition earnout. »Included investments in equity method investees of $46.3 million.
Generally, our cash funding policy is to make the minimum annual contributions required by applicable regulations. As of September 30, 2023, the fair value of the plan’s assets are in excess of the accumulated benefit obligations and we expect to be required to use cash from operations above our historical levels to fund the plan in the future.
As of September 30, 2024, the fair value of the plan’s assets are in excess of the accumulated benefit obligations and we expect to be required to use cash from operations above our historical levels to fund the plan in the future.
Interest Income: Increased $4.5 million to $5.3 million The increase in interest income during the current period is primarily due to higher interest rates and the higher average cash balance during fiscal 2023 resulting from proceeds received from the private placement of our common stock.
Interest Income: Decreased $4.3 million to $1.0 million The decrease in interest income during the current fiscal year period is primarily due to a higher average cash balance in the prior period resulting from proceeds received from the private placement of our common stock.
Following industry practice in North America and the U.K., we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Our plant nutrition business is also seasonal.
Following industry practice in North America and the U.K., we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 76 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. and September 30) to meet the estimated requirements for the winter season.
At September 30, 2023, we had $65.4 million of gross foreign federal NOL carryforwards and $2.9 million of net operating tax-effected state NOL carryforwards that expire beginning in 2035.
At September 30, 2024, we had $76.4 million of gross federal NOL carryforwards and $6.1 million of net operating tax-effected state NOL carryforwards that expire beginning in 2031.
Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations.
Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues.
Pricing for the Salt segment is expected to improve year over year, driven by higher North American highway deicing bid season results that saw average contract pricing improve by approximately 3%.
Pricing for the Salt segment is expected to decline slightly year over year, driven by lower North American highway deicing bid season results that saw average pricing contract due to excess supply across the system.
On the basis of this evaluation, for the fiscal year 2023, an additional valuation allowance of $10.8 million has been recorded to recognize only the portion of the U.S. deferred tax assets that are more likely than not to be realized.
Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future income. On the basis of this evaluation, for the fiscal year 2024, an additional valuation allowance of $46 million has been recorded to recognize only the portion of the U.S. deferred tax assets that are more likely than not to be realized.
GROSS PROFIT & GROSS MARGIN COMMENTARY: Fiscal Year Ended September 30, 2023 Fiscal Year Ended September 30, 2022 Gross Profit: Increased 19%, or $37.1 million; Gross Margin increased 3% from 16% to 19% Salt segment gross profit increased $57.9 million primarily due to higher average sales prices, which were partially offset by higher per-unit logistics and product costs (see “—Operating Segment Performance—Salt” for additional information). Gross profit for the Plant Nutrition segment decreased $27.3 million due to lower sales volumes and higher per-unit product and logistics costs, which were partially offset by slightly higher average sales prices (see “—Operating Segment Performance—Plant Nutrition” for additional information). Fortress contributed $6.4 million of gross profit following its acquisition in May 2023.
GROSS PROFIT & GROSS MARGIN COMMENTARY: Fiscal Year Ended September 30, 2024 Fiscal Year Ended September 30, 2023 Gross Profit: Decreased 16%, or $37.0 million; Gross Margin decreased 2% from 19% to 17% Salt segment gross profit decreased $9.1 million primarily due to lower sales volumes and higher per-unit product costs, which were partially offset by higher average sales prices (see “—Operating Segment Performance—Salt” for additional information). Gross profit for the Plant Nutrition segment decreased $28.4 million due to lower average sales prices, which were partially offset by lower per-unit distribution costs and higher sales volumes (see “—Operating Segment Performance—Plant Nutrition” for additional information). Fortress gross profit decreased $1.0 million from 2023 as Fortress was not awarded a contract for the 2024 fire season.
Our Plant Nutrition segment is the leading North American producer of sulfate of potash, 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. Our next-generation fire retardants help to slow, stop and prevent wildfires through the use of high-performing and environmentally-friendly products.
Our Plant Nutrition segment is the leading North American producer of sulfate of potash, 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. We are working to develop long-term fire-retardant solutions to help combat wildfires.
Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation.
While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation. The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).
Also at September 30, 2023 and 2022, we had $2.0 million and $2.1 million, respectively, of tax-effected state capital losses that expire beginning in 2027 and $1.6 million and $0.2 million, respectively, of tax-effected federal capital losses that expire beginning in 2025.
Also at September 30, 2024 and 2023, we had $2.0 million tax-effected state capital losses that expire beginning in 2027 and $1.6 million of tax-effected federal capital losses that expire beginning in 2025. The NOL carryforwards in Brazil and related valuation allowances were eliminated as of September 30, 2022 given the ending of the Company’s operations in Brazil.
There were no indications of impairment as of our July 1, 2023 annual measurement date. Mineral Interests As of September 30, 2023, we maintained $118.3 million of net mineral properties as a part of property, plant and equipment. Mineral interests include probable mineral reserves. We lease mineral reserves at several of our extraction facilities.
Mineral Interests As of September 30, 2024, we maintained $117.7 million of net mineral properties as a part of property, plant and equipment. Mineral interests include probable mineral reserves. We lease mineral reserves at several of our extraction facilities.
SALT SEGMENT RESULTS Twelve Months Ended September 30, 2023 September 30, 2022 September 30, 2021 Salt Sales (in millions) $ 1,010.8 $ 1,010.3 $ 899.6 Salt Operating Earnings (in millions) $ 170.7 $ 116.2 $ 177.7 Salt Sales Volumes (thousands of tons) Highway deicing 9,321 10,435 9,295 Consumer and industrial 1,999 2,122 1,997 Total tons sold 11,320 12,557 11,292 Average Salt Sales Price (per ton) Highway deicing $ 68.85 $ 61.34 $ 61.40 Consumer and industrial $ 184.67 $ 174.45 $ 164.67 Combined $ 89.29 $ 80.45 $ 79.67 SALT SEGMENT RESULTS COMMENTARY: Fiscal Year Ended September 30, 2023 Fiscal Year Ended September 30, 2022 Salt sales of $1,010.8 million were essentially flat to the prior year reflecting higher Salt average sales prices, which were offset by lower sales volumes. Salt sales volumes decreased 10%, or 1,237,000 tons, and reduced sales by approximately $89.8 million.
SALT SEGMENT RESULTS Fiscal Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Salt Sales (in millions) $ 907.8 $ 1,010.8 $ 1,011.4 Salt Operating Earnings (in millions) $ 163.6 $ 170.5 $ 115.6 Salt Sales Volumes (thousands of tons) Highway deicing 7,462 9,321 10,453 Consumer and industrial 1,852 1,999 2,122 Total tons sold 9,314 11,320 12,575 Average Salt Sales Price (per ton) Highway deicing $ 73.23 $ 68.85 $ 61.34 Consumer and industrial $ 195.14 $ 184.67 $ 174.45 Combined $ 97.47 $ 89.29 $ 80.45 SALT SEGMENT RESULTS COMMENTARY: Fiscal Year Ended September 30, 2024 Fiscal Year Ended September 30, 2023 Salt sales of $907.8 million decreased $103.0 million, or 10%, in the current year reflecting lower Salt volumes, which were partially offset by higher Salt average sales prices. Salt sales volumes decreased 18%, or 2.0 million tons, and reduced sales by approximately $155.1 million.
(b) We incurred severance and related charges related to a reduction of its workforce. (c) We recorded a settlement loss accrual during the twelve months ended September 30, 2022, and recognized costs, net of reimbursements, related to the settled SEC investigation during each of the twelve months ended September 30, 2023, 2022 and 2021 .
(d) We recognized costs, net of reimbursements, related to the settled SEC investigation during the fiscal year ended September 30, 2023, and recorded a settlement loss accrual during the fiscal year ended September 30, 2022.
The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for income.
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 our projections for income. We have a defined benefit pension plan for certain of our current and former U.K. employees.
Due to our ability to generate adequate levels of U.S. cash flow on an annual basis, it is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.
It is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. 68 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.
Our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors”.
Although inflation has not had a significant impact on our operations in the current period, our efforts to recover cost increases due to inflation may be hampered as a result of the competitive industries and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors”.
Twelve Months Ended September 30, 2023 September 30, 2022 September 30, 2021 Net earnings (loss) from continuing operations $ 15.5 $ (37.3) $ 35.6 Interest expense 55.5 55.2 59.8 Income tax expense 17.4 35.0 5.8 Depreciation, depletion and amortization 98.6 113.7 119.9 EBITDA from continuing operations 187.0 166.6 221.1 Adjustments to EBITDA from continuing operations: Stock-based compensation - non cash 20.6 15.7 9.2 Interest income (5.3) (0.8) (0.3) Loss (gain) on foreign exchange 2.3 (14.9) 5.6 Gain from remeasurement of equity method investment (13.7) Executive transition costs (a) 4.3 Restructuring charges (b) 5.9 Accrued loss and legal costs related to SEC investigation (c) (0.3) 17.1 5.0 Other, net 4.3 0.5 0.2 Adjusted EBITDA from continuing operations 200.8 188.5 240.8 Adjusted EBITDA from discontinued operations 19.0 51.9 Adjusted EBITDA including discontinued operations $ 200.8 $ 207.5 $ 292.7 (a) We incurred severance and other costs related to executive transition.
Fiscal Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Net (loss) earnings from continuing operations $ (206.1) $ 10.5 $ (33.3) Interest expense 69.5 55.5 55.2 Income tax expense 17.9 17.1 33.5 Depreciation, depletion and amortization 105.0 98.6 112.8 EBITDA from continuing operations (13.7) 181.7 168.2 Adjustments to EBITDA from continuing operations: Stock-based compensation - non-cash 8.1 20.6 15.7 Interest income (1.0) (5.3) (0.8) Loss (gain) on foreign exchange 0.7 2.3 (14.9) Gain from remeasurement of equity method investment (10.1) Restructuring charges (a) 15.8 5.9 4.3 Loss on impairments (b) 193.4 Provision for product recall costs (c) 0.8 Accrued loss and legal costs related to SEC investigation (d) (0.3) 17.1 Other expense, net 2.2 4.3 0.5 Adjusted EBITDA from continuing operations 206.3 199.1 190.1 Adjusted EBITDA from discontinued operations 19.0 Adjusted EBITDA including discontinued operations $ 206.3 $ 199.1 $ 209.1 (a) We incurred severance and related charges related to reductions in workforce, changes to executive leadership and additional restructuring costs related to the termination of our lithium development project.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe enter into contractual natural gas price arrangements, which effectively fix the purchase price of our natural gas requirements up to 36 months in advance of the physical purchase of the natural gas. We may hedge up to approximately 90% of our expected natural gas usage.
Biggest changeThe notional amounts of volumes hedged are determined based on a combination of factors, including estimated natural gas usage, current market prices and historical market prices. We enter into contractual natural gas price arrangements, which effectively fix the purchase price of our natural gas requirements up to 36 months in advance of the physical purchase of the natural gas.
See “Risk Factors—Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings.” Considering our foreign earnings, a hypothetical 10% unfavorable change in exchange rates compared to the U.S. dollar would have an estimated $0.4 million impact on our operating earnings for the fiscal year ended September 30, 2023.
See “Risk Factors—Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings.” Considering our foreign earnings, a hypothetical 10% unfavorable change in exchange rates compared to the U.S. dollar would have an estimated $0.6 million impact on our operating earnings for the fiscal year ended September 30, 2024.
GAAP, any such cash flow hedges of transportation costs would likely be accounted for by marking the hedges to market at each reporting period. We do not engage in hedging for speculative investment purposes. 83 2023 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
GAAP, any such cash flow hedges of transportation costs would likely be accounted for by marking the hedges to market at each reporting period. We do not engage in hedging for speculative investment purposes. 78 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Assuming no change in the amount of debt outstanding, a 100 basis point increase in the average interest rate under these borrowings would have increased the interest expense related to our variable rate debt by approximately $2.8 million based upon our debt outstanding as of September 30, 2023.
Assuming no change in the amount of debt outstanding, a 100 basis point increase in the average interest rate under these borrowings would have increased the interest expense related to our variable rate debt by approximately $3.8 million based upon our debt outstanding as of September 30, 2024.
Excluding natural gas hedged with derivative instruments, a hypothetical 10% adverse change in our natural gas prices during the fiscal year ended September 30, 2023, would have increased our product cost by approximately $1.1 million. Actual results will vary due to actual changes in market prices and consumption.
Excluding natural gas hedged with derivative instruments, a hypothetical 10% adverse change in our natural gas prices during the fiscal year ended September 30, 2024, would have increased our product cost by approximately $0.6 million. Actual results will vary due to actual changes in market prices and consumption.
Interest Rate Risk As of September 30, 2023, we had $280.3 million of debt outstanding under our credit agreement (consisting of term loans and revolving credit facility), bearing interest at variable rates. Accordingly, our earnings and cash flows will be affected by changes in interest rates to the extent the principal balance is unhedged.
Interest Rate Risk As of September 30, 2024, we had $383.9 million of debt outstanding under our credit agreement (consisting of term loans and revolving credit facility), bearing interest at variable rates. Accordingly, our earnings and cash flows will be affected by changes in interest rates to the extent the principal balance is unhedged.
Actual results may vary due to changes in the amount of variable rate debt outstanding. As of September 30, 2023, a significant portion of the investments in the U.K. pension plan are in bond funds. Changes in interest rates could impact the value of the investments in the pension plan.
Actual results may vary due to changes in the amount of variable rate debt outstanding. As of September 30, 2024, a significant portion of the investments in the U.K. pension plan are in bond funds. Changes in interest rates could impact the value of the investments and discounted plan liabilities in the pension plan.
Because of the varying locations of our production facilities, we also enter into basis swap agreements to eliminate any further price variation due to local market differences. We have determined most of these financial instruments qualify as cash flow hedges under U.S. GAAP.
We may hedge up to approximately 90% of our expected natural gas usage. Because of the varying locations of our production facilities, we also enter into basis swap agreements to eliminate any further price variation due to local market differences. We have determined most of these financial instruments qualify as cash flow hedges under U.S. GAAP.
As of September 30, 2023, we had agreements in place to hedge forecasted natural gas purchases of 2.3 million MMBtus, 1.8 million MMBtus of which are qualified and designated as cash flow hedges. All MMBtus will expire within one year.
As of September 30, 2024, we had agreements in place to hedge forecasted natural gas purchases of 2.3 MMBtus, all of which are qualified and designated as cash flow hedges. Of the hedged forecasted natural gas purchases, 2.0 MMBtus will expire within one year.
Actual changes in market prices or rates will differ from hypothetical changes. Commodity Pricing Risk We have a hedging policy to mitigate the impact of fluctuations in the price of natural gas. The notional amounts of volumes hedged are determined based on a combination of factors, including estimated natural gas usage, current market prices and historical market prices.
Actual changes in market prices or rates will differ from hypothetical changes. 77 2024 FORM 10-K Table of Contents COMPASS MINERALS INTERNATIONAL, INC. Commodity Pricing Risk We have a hedging policy to mitigate the impact of fluctuations in the price of natural gas.

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