Compass Minerals(CMP) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements and related disclosures for the period ended December 31, 2024 Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Compass Minerals International, Inc. for the period ended December 31, 2024, including balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes on accounting policies, segment information, debt, and contingencies Consolidated Balance Sheets This section presents the company's financial position, including assets, liabilities, and equity, as of December 31, 2024, and September 30, 2024 Consolidated Balance Sheet Highlights (in millions) | Metric | Dec 31, 2024 (millions) | Sep 30, 2024 (millions) | Change (millions) | | :--------------------------------- | :---------------------- | :---------------------- | :---------------- | | Cash and cash equivalents | $45.8 | $20.2 | +$25.6 | | Receivables, net | $261.7 | $126.1 | +$135.6 | | Inventories, net | $367.1 | $414.1 | -$47.0 | | Total current assets | $697.6 | $587.3 | +$110.3 | | Property, plant and equipment, net | $778.6 | $806.5 | -$27.9 | | Total assets | $1,720.9 | $1,640.1 | +$80.8 | | Total current liabilities | $294.8 | $217.0 | +$77.8 | | Long-term debt, net | $965.7 | $910.0 | +$55.7 | | Total liabilities | $1,457.9 | $1,326.5 | +$131.4 | | Total stockholders' equity | $263.0 | $316.6 | -$53.6 | Consolidated Statements of Operations This section details the company's revenues, costs, and net loss for the three months ended December 31, 2024, and 2023 Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Three Months Ended Dec 31, 2024 (millions) | Three Months Ended Dec 31, 2023 (millions) | Change (millions) | YoY Change (%) | | :--------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------- | :------------- | | Sales | $307.2 | $341.7 | -$34.5 | -10.1% | | Gross profit | $34.3 | $71.1 | -$36.8 | -51.8% | | Operating earnings (loss) | $0.5 | $(53.6) | +$54.1 | N/A | | Loss before income taxes | $(13.9) | $(71.7) | +$57.8 | N/A | | Net loss | $(23.6) | $(75.3) | +$51.7 | N/A | | Basic net loss per common share | $(0.57) | $(1.83) | +$1.26 | N/A | | Diluted net loss per common share | $(0.57) | $(1.83) | +$1.26 | N/A | Consolidated Statements of Comprehensive Loss This section presents the net loss and other comprehensive income or loss items for the three months ended December 31, 2024, and 2023 Consolidated Statements of Comprehensive Loss Highlights (in millions) | Metric | Three Months Ended Dec 31, 2024 (millions) | Three Months Ended Dec 31, 2023 (millions) | Change (millions) | | :--------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------- | | Net loss | $(23.6) | $(75.3) | +$51.7 | | Cumulative translation adjustment | $(33.3) | $14.6 | -$47.9 | | Comprehensive loss | $(57.1) | $(62.3) | +$5.2 | Consolidated Statements of Stockholders' Equity This section outlines the changes in the company's stockholders' equity for the periods presented Consolidated Statements of Stockholders' Equity Highlights (in millions) | Metric | Dec 31, 2024 (millions) | Sep 30, 2024 (millions) | Dec 31, 2023 (millions) | Sep 30, 2023 (millions) | | :--------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity | $263.0 | $316.6 | $463.4 | $521.0 | | Comprehensive loss (QTD) | $(57.1) | N/A | $(62.3) | N/A | | Stock-based compensation (QTD) | $3.9 | N/A | $11.9 | N/A | | Dividends on common stock (QTD) | — | N/A | $(6.4) | N/A | Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities for the three months ended December 31, 2024, and 2023 Consolidated Statements of Cash Flows Highlights (in millions) | Metric | Three Months Ended Dec 31, 2024 (millions) | Three Months Ended Dec 31, 2023 (millions) | Change (millions) | | :--------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------- | | Net cash used in operating activities | $(4.1) | $(52.3) | +$48.2 | | Net cash used in investing activities | $(22.2) | $(49.3) | +$27.1 | | Net cash provided by financing activities | $53.1 | $100.9 | -$47.8 | | Net change in cash and cash equivalents | $25.6 | $(0.4) | +$26.0 | | Cash and cash equivalents, end of period | $45.8 | $38.3 | +$7.5 | | Capital expenditures | $(21.8) | $(48.6) | +$26.8 | | Dividends paid | — | $(6.4) | +$6.4 | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements 1. Accounting Policies and Basis of Presentation This section describes the company's business, significant accounting policies, and the basis for financial statement presentation - Compass Minerals is a global provider of essential minerals (salt, SOP) and is developing fire-retardant solutions, with production sites in the U.S., Canada, and the U.K.[21] - The company experiences substantial seasonality in sales across its Salt (deicing), Plant Nutrition, and fire retardant businesses, with peak periods varying by product line[24] - Management is currently evaluating new FASB Accounting Standards Updates (ASU 2023-07, 2023-09, 2024-03) related to segment reporting, income tax disclosures, and disaggregated expenses, but has not yet determined their impact on the company's disclosures[26][27][28][29] 2. Revenues This section details the company's revenue recognition policies and deferred revenue balances - Deferred revenue remained stable at approximately $3.6 million as of both December 31, 2024, and September 30, 2024[30] 3. Inventories This section provides a breakdown of the company's inventory by type and changes over the period Inventories (in millions) | Inventory Type | Dec 31, 2024 (millions) | Sep 30, 2024 (millions) | Change (millions) | | :------------- | :---------------------- | :---------------------- | :---------------- | | Finished goods | $286.8 | $336.5 | -$49.7 | | Work in process | $6.4 | $6.4 | $0.0 | | Raw materials and supplies | $73.9 | $71.2 | +$2.7 | | Total inventories | $367.1 | $414.1 | -$47.0 | 4. Property, Plant and Equipment, Net This section details the company's fixed assets, including land, buildings, machinery, and mineral interests, net of depreciation Property, Plant and Equipment, Net (in millions) | Asset Category | Dec 31, 2024 (millions) | Sep 30, 2024 (millions) | Change (millions) | | :------------- | :---------------------- | :---------------------- | :---------------- | | Land, buildings and structures, and leasehold improvements | $550.2 | $559.8 | -$9.6 | | Machinery and equipment | $1,120.2 | $1,149.5 | -$29.3 | | Mineral interests | $166.5 | $170.4 | -$3.9 | | Construction in progress | $57.5 | $56.0 | +$1.5 | | Less: accumulated depreciation and depletion | $(1,139.7) | $(1,153.3) | +$13.6 | | Property, plant and equipment, net | $778.6 | $806.5 | -$27.9 | 5. Goodwill and Intangible Assets This section discusses the company's goodwill and intangible assets, including changes due to foreign currency translation - Goodwill decreased slightly from $6.0 million at September 30, 2024, to $5.8 million at December 31, 2024, due to foreign currency translation adjustments[35] 6. Income Taxes This section outlines the company's income tax provisions, deferred tax assets, valuation allowances, and tax contingencies - An additional valuation allowance of $9.5 million was recorded in Q4 2024 due to cumulative U.S. losses, limiting the realization of deferred tax assets[38] - The company has $78.4 million in federal Net Operating Loss (NOL) carryforwards with no expiration date and $6.6 million in state NOL carryforwards expiring from 2031[39] - Canadian provincial tax authorities have issued reassessments totaling $192.8 million (including interest) for fiscal years 2002-2019, which the company disputes and has posted $152.3 million in performance bonds and paid $34.6 million as security[40][41] - Management believes the ultimate resolution of Canadian tax disputes will not have a material impact on its results of operations or financial condition, and adequate reserves have been made[43] 7. Long-Term Debt This section details the company's long-term debt obligations, credit facilities, and compliance with debt covenants Long-Term Debt (in millions) | Debt Type | Dec 31, 2024 (millions) | Sep 30, 2024 (millions) | Change (millions) | | :--------------------------------- | :---------------------- | :---------------------- | :---------------- | | 6.75% Senior Notes due Dec 2027 | $500.0 | $500.0 | $0.0 | | Term Loan due May 2028 | $192.5 | $193.8 | -$1.3 | | Revolving Credit Facility due May 2028 | $229.6 | $190.1 | +$39.5 | | AR Securitization Facility expires Mar 2027 | $58.2 | $38.9 | +$19.3 | | Total debt | $974.4 | $917.5 | +$56.9 | - An amendment to the 2023 Credit Agreement on December 12, 2024, eased leverage ratio restrictions (to 6.5x through Sep 30, 2025, then stepping down) and decreased revolving commitments from $375 million to $325 million (stepping down to $250 million by July 1, 2026)[45][129] - The company was in compliance with its debt covenants as of December 31, 2024, with a consolidated total net leverage ratio of approximately 5.9x[47][129] - Available borrowing capacity under the revolving credit facility was $80.5 million as of December 31, 2024[47] 8. Commitments and Contingencies This section discloses the company's legal proceedings, shareholder lawsuits, product recall liabilities, and other contingent matters - A putative securities class action lawsuit, alleging misleading statements, reached an agreement in principle for settlement on February 7, 2024, which the company believes will be covered by insurance[49] - Two shareholder derivative lawsuits were filed, alleging certain directors and executives breached their fiduciary duties to shareholders[50] - On October 25, 2024, the company issued a recall for nine production lots of food-grade salt due to foreign material, recognizing $0.9 million in costs and recording a $35.0 million liability with an estimated $35.0 million in insurance recoveries[54] - Management believes the outcome of pending legal proceedings and claims, including the recall, will not have a material adverse effect on results, cash flows, or financial position, given current information and applicable insurance coverage[52][55] 9. Operating Segments This section presents financial performance data for the Salt and Plant Nutrition operating segments, along with geographic revenue information - The company operates two reportable segments: Salt (road deicing, consumer/industrial salt, records management) and Plant Nutrition (SOP specialty fertilizer)[56] Salt Segment Performance (Q4 2024 vs Q4 2023) | Metric | QTD 2024 (millions/tons) | QTD 2023 (millions/tons) | Change | | :-------------------------- | :----------------------- | :----------------------- | :----- | | Sales | $242.2 | $274.3 | -$32.1 | | Operating Earnings | $29.4 | $50.9 | -$21.5 | | Total tons sold (thousands) | 2,493 | 2,855 | -362 | | Combined Average Sales Price (per ton) | $97.16 | $96.08 | +$1.08 | Plant Nutrition Segment Performance (Q4 2024 vs Q4 2023) | Metric | QTD 2024 (millions/tons) | QTD 2023 (millions/tons) | Change | | :-------------------------- | :----------------------- | :----------------------- | :----- | | Sales | $61.4 | $49.7 | +$11.7 | | Operating Loss | $(3.1) | $(2.3) | -$0.8 | | Sales Volumes (thousands of tons) | 102 | 75 | +27 | | Average Sales Price (per ton) | $603 | $660 | -$57 | - Corporate and Other operating loss was $(25.8) million in Q4 2024, significantly improved from $(102.2) million in Q4 2023, which included a $74.8 million lithium asset impairment[57][58][60] Revenue by Geographic Area (in millions) | Region | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | | :----- | :------------------------------ | :------------------------------ | | United States | $212.7 | $250.9 | | Canada | $79.3 | $77.6 | | United Kingdom | $11.2 | $13.0 | | Other | $4.0 | $0.2 | | Total revenue | $307.2 | $341.7 | 10. Stockholders' Equity and Equity Instruments This section details changes in stockholders' equity, stock-based compensation, and accumulated other comprehensive loss - The 2020 Incentive Award Plan was amended in March 2024 to authorize an additional 3,000,000 shares of Company stock[62] - Stock-based compensation expense decreased from $11.9 million in Q4 2023 to $3.9 million in Q4 2024[64] - Accumulated Other Comprehensive Loss (AOCL) increased from $(96.4) million at September 30, 2024, to $(129.9) million at December 31, 2024, primarily due to a $(33.3) million cumulative translation adjustment[68] 11. Derivative Financial Instruments This section describes the company's use of derivative instruments to manage commodity and foreign currency risks - The company uses derivative instruments (natural gas and foreign currency contracts) to mitigate commodity pricing and foreign currency exchange rate risks, not for speculative purposes[71] - As of December 31, 2024, the company had hedged 2.6 million MMBtus of forecasted natural gas purchases through September 2026[73] - Net losses of $1.7 million on natural gas derivative instruments are expected to be reclassified from AOCL to earnings over the next twelve months[74] Fair Value of Derivatives (in millions) | Category | Dec 31, 2024 | Sep 30, 2024 | | :------- | :----------- | :----------- | | Asset Derivatives | $0.6 | $0.6 | | Liability Derivatives | $2.2 | $1.9 | 12. Fair Value Measurements This section explains the methodologies used to determine the fair value of financial instruments and contingent consideration - Fair values of financial instruments are determined using quoted prices in active markets (Level 1 inputs) or observable market-corroborated inputs (Level 2 inputs)[77] - Contingent consideration liabilities related to the Fortress acquisition are valued using Level 3 measurements (probability-weighted discounted cash flow model and Monte Carlo simulation)[83] - The total fair value of contingent consideration was $7.9 million at December 31, 2024, unchanged from September 30, 2024[84] - The fair value of 6.75% Senior Notes due December 2027 was $492.5 million (principal $500.0 million) at December 31, 2024, and the fair value of term loans and revolving credit facility was $416.8 million (principal $422.1 million)[82] 13. Earnings per Share This section presents the basic and diluted net loss per common share and discusses dividend policy - Basic and diluted net loss per common share improved to $(0.57) in Q4 2024 from $(1.83) in Q4 2023[85] - The Board of Directors determined not to declare dividends for the foreseeable future as of April 22, 2024, to align capital allocation with accelerating cash flow generation and debt reduction[85] 14. Related Party Transactions This section discloses sales and receivables from transactions with related parties - SOP sales to certain subsidiaries of Koch Industries, Inc. were approximately $1.1 million in Q4 2024, up from $0.8 million in Q4 2023[87] - Receivables from related parties were $0.6 million at December 31, 2024[87] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, liquidity, capital resources, and operational results for the quarter ended December 31, 2024, highlighting key drivers, segment performance, and future outlook Company Overview This section provides an overview of Compass Minerals' business, core products, key assets, and recent acquisitions - Compass Minerals is a leading global provider of essential minerals (salt, SOP, magnesium chloride) with 12 production and packaging facilities[96] - Key assets include the world's largest rock salt mine in Goderich, Ontario, and the largest SOP and solar salt production site in the Western Hemisphere near Ogden, Utah[98] - The company acquired Fortress North America, LLC in May 2023, a fire retardant company[97] Consolidated Results of Continuing Operations This section analyzes the company's overall financial performance, including sales, operating earnings, gross profit, and net loss, for the quarter - Total sales decreased 10% ($34.5 million) year-over-year, primarily due to lower Salt segment sales, partially offset by higher Plant Nutrition sales[103] - Operating earnings improved by $54.1 million to $0.5 million, mainly due to the absence of a prior-year lithium asset impairment and lower corporate SG&A, despite lower Salt operating earnings[103] - Adjusted EBITDA decreased 48.4% ($30.1 million) year-over-year[103] - Diluted net loss per common share improved by $1.26 to $(0.57)[103] - Gross profit decreased 52% ($36.8 million), with gross margin falling 10 percentage points to 11%, impacted by lower Salt sales volumes, higher per-unit product costs, and lower Plant Nutrition average sales prices[109] - SG&A expenses decreased by $12.4 million primarily due to lower corporate incentive compensation, lithium, and Fortress expenses[104] - Income tax expense increased by $6.1 million despite a decrease in pretax book losses, mainly due to the significant Lithium impairment in the prior year for which a full valuation allowance was recorded[110] Operating Segment Performance This section details the financial performance of the Salt and Plant Nutrition segments, including sales, volumes, and operating earnings - Salt Segment: Sales decreased 12% to $242.2 million, driven by a 13% reduction in sales volumes (highway deicing down 12%, consumer & industrial down 14%), partially offset by a 1% increase in average sales prices (consumer & industrial up 6%). Operating earnings decreased 42% to $29.4 million[115][118] - Plant Nutrition Segment: Sales increased 24% to $61.4 million, due to a 36% increase in sales volumes (return to normalized levels), partially offset by a 9% decrease in average sales prices due to global supply and demand dynamics. Operating loss increased to $(3.1) million[117][119] - Fortress fire retardant business sales were $14.5 million in Q4 2023 but no contract was awarded for 2024 or 2025 fire seasons[103] Outlook This section provides the company's fiscal year 2025 projections for sales volumes, pricing, Adjusted EBITDA, and capital expenditures across its segments - Salt Segment (Fiscal Year 2025): Sales volumes are expected to increase by approximately 7% year-over-year (mid-point of 9.4-10.5 million tons) due to anticipated normalized weather, despite a 9% decrease in committed North American highway deicing volumes. Pricing is expected to decline slightly due to lower North American highway deicing bid season results. Adjusted EBITDA is projected to range from $205 million to $230 million[123] - Plant Nutrition Segment (Fiscal Year 2025): Sales volumes are expected to improve to a range of 295,000 to 315,000 tons. Lower average selling prices are anticipated due to global potash price weakness. Adjusted EBITDA is projected to range from $17 million to $24 million[123] - Capital Expenditures (Fiscal Year 2025): Expected to be in the $75 million to $85 million range[123] Liquidity and Capital Resources This section discusses the company's current liquidity, cash management, debt obligations, and compliance with credit covenants - As of December 31, 2024, liquidity was approximately $126.3 million, comprising $45.8 million cash and cash equivalents and $80.5 million of availability under the $325 million revolving credit facility[121] - The company intends to indefinitely reinvest undistributed earnings of foreign subsidiaries, with $16.4 million of cash held by foreign subsidiaries as of December 31, 2024[122] - Canadian tax reassessments related to transfer prices could materially impact foreign earnings, though the company expects no material impact on results of operations[123] - An additional valuation allowance of $9.5 million was recorded due to cumulative U.S. losses, impacting deferred tax assets[124] - Total outstanding indebtedness was $980.3 million as of December 31, 2024[125] - The 2023 Credit Agreement was amended on December 12, 2024, to ease leverage ratio covenants (max 6.5x through Sep 30, 2025) and reduce revolving commitments. The consolidated total net leverage ratio was approximately 5.9x as of December 31, 2024, in compliance with covenants[129] Capital Allocation This section outlines the company's approach to managing cash flows, dividend policy, and capital expenditures - Cash flows from operations are historically seasonal, with the majority generated during the first half of the calendar year[131] - The Board of Directors decided on April 22, 2024, not to declare dividends for the foreseeable future to prioritize accelerating cash flow generation and debt reduction[133] Cash Flow Summary (in millions) | Activity | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | $4.1 | $52.3 | | Net cash used in investing activities | $22.2 | $49.3 | | Net cash provided by financing activities | $53.1 | $100.9 | Product Recall This section details the food-grade salt recall, associated costs, liabilities, and expected insurance recoveries - On October 25, 2024, the company initiated a recall of nine food-grade salt production lots due to foreign material[135] - Costs related to the recall were $0.9 million in Q4 2024, with a portion believed to be reimbursable by insurance[135] - A liability of $35.0 million and estimated insurance recoveries of $35.0 million were recorded for customer claims as of December 31, 2024[136] - Management does not expect incremental losses from the recall to have a material adverse effect on future results or cash flows[137] Reconciliation of Net Earnings (Loss) from Continuing Operations to EBITDA and Adjusted EBITDA This section provides a reconciliation of net earnings (loss) to EBITDA and Adjusted EBITDA, highlighting key adjustments EBITDA and Adjusted EBITDA Reconciliation (in millions) | Metric | Three Months Ended Dec 31, 2024 (millions) | Three Months Ended Dec 31, 2023 (millions) | Change (millions) | | :--------------------------------- | :----------------------------------------- | :----------------------------------------- | :---------------- | | Net loss | $(23.6) | $(75.3) | +$51.7 | | EBITDA | $29.8 | $(30.3) | +$60.1 | | Stock-based compensation | $3.9 | $11.9 | -$8.0 | | (Gain) loss on foreign exchange | $(5.2) | $1.9 | -$7.1 | | Product recall costs | $0.9 | — | +$0.9 | | Restructuring charges | — | $3.6 | -$3.6 | | Loss on impairments | — | $74.8 | -$74.8 | | Adjusted EBITDA | $32.1 | $62.2 | -$30.1 | Effects of Currency Fluctuations and Inflation This section discusses the company's exposure to foreign currency and inflation risks and their potential impact on operations - Operations in Canada and the U.K. expose the company to currency transaction and translation risks, with significant changes in CAD or GBP relative to USD potentially affecting financial condition and debt payment ability[145] - Inflation has not significantly impacted current operations, but recovering inflation-based cost increases may be challenging due to contract structures and competitive markets[146] Seasonality This section describes the seasonal nature of the company's Salt, Plant Nutrition, and fire retardant businesses - Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) due to winter weather[147] - Plant Nutrition business is seasonal, with inventory building during low demand periods (winter/summer) for peak sales seasons (spring/autumn)[147][148] - Fire retardant business peak demand occurs from June through September[148] Climate Change This section addresses the potential impacts of climate change on product demand, production, and operational disruptions - Potential impacts of climate change include reduced demand for deicing products due to mild winters, affected SOP production at the Ogden facility due to drought/precipitation impacting brine levels, and disruptions from major storm events[149] - Capital expenditures for climate-related projects are not expected to be material in fiscal 2025[149] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section outlines the company's exposure to market risks, including interest rate, foreign currency exchange rate, and commodity pricing risks, and the strategies employed to mitigate these exposures, noting no material changes since September 30, 2024 - The company is exposed to interest rate risk, foreign currency exchange rate risk, and commodity pricing risk[150] - Derivative instruments (natural gas and foreign currency contracts) are used to mitigate commodity pricing and foreign currency exchange rate risks, not for speculative purposes[150] - Market risk exposure has not materially changed since September 30, 2024[150] Item 4. Controls and Procedures This section discloses that the company's disclosure controls and procedures were ineffective as of December 31, 2024, due to previously identified material weaknesses in internal control over financial reporting, specifically regarding risk assessment and information/communication processes. Management is developing a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were ineffective as of December 31, 2024, due to material weaknesses in internal control over financial reporting[151] - Material weaknesses include an ineffective risk assessment process (failure to identify/evaluate all relevant risks of material misstatement) and an ineffective information and communication process (failure to ensure reliable and timely financial reporting information)[157] - Despite the material weaknesses, management performed additional analysis and procedures, concluding that the consolidated financial statements fairly present the financial position, results of operations, and cash flows in conformity with U.S. GAAP[154] - Management is developing a remediation plan to address these material weaknesses, which will involve implementing and testing new processes and controls[159] PART II. OTHER INFORMATION This section provides additional required disclosures, including legal proceedings, risk factors, equity sales, defaults, mine safety, and other information Item 1. Legal Proceedings This section refers to the legal proceedings and claims detailed in the financial statement notes, reiterating management's belief that their outcomes will not have a material adverse effect on the company's financial condition, except as specifically noted - The company is involved in various legal and administrative proceedings, including tax assessments, disputes with former employees, commercial claims, product liability, personal injury, and workers' compensation claims[163] - Management believes the outcome of these proceedings will not have a material adverse effect on results, cash flows, or financial condition, except as described in Notes 6 and 8[163] - No material developments have occurred since September 30, 2024, beyond what is described in Notes 6 and 8 of the Consolidated Financial Statements[163] Item 1A. Risk Factors This section directs readers to the comprehensive discussion of risk factors in the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024 - For a discussion of applicable risk factors, refer to Part I, Item 1A, "Risk Factors" in the Annual Report on Form 10-K for the annual period ended September 30, 2024[164] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[166] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[168] Item 4. Mine Safety Disclosures This section indicates that information concerning mine safety violations and other regulatory matters is provided in Exhibit 95 of the Quarterly Report - Mine safety disclosures are included in Exhibit 95 to this Quarterly Report on Form 10-Q[167] Item 5. Other Information This section reports that no directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended December 31, 2024 - No directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the three months ended December 31, 2024[168] Item 6. Exhibits This section lists all exhibits filed or furnished with the Form 10-Q, including certifications, mine safety disclosures, and iXBRL financial statements - Lists exhibits filed or furnished with the Form 10-Q, including Section 302 and 1350 certifications, Mine Safety Disclosures, and iXBRL financial statements[169] SIGNATURES This section contains the official signatures, confirming the due authorization and filing of the report SIGNATURES This section contains the official signatures, confirming the due authorization and filing of the report - The report was signed by Peter Fjellman, Chief Financial Officer, on February 10, 2025[173]