COMPASS MINERALS INTERNATIONAL, INC. The statements in this discussion regarding the industry outlook, our expectations for the future performance of our business, and the other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Item 1A, "Risk Factors." You should read the following discussion together with Item 1A, "Risk Factors" and the Consolidated Financial Statements and Notes thereto included elsewhere in this report.
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 and agricultural applications. Our plant nutrition business is the leading producer of sulfate of potash, which is used in the production of specialty fertilizers for high-value crops and turf. As ofDecember 31, 2020 , we operate 12 production and packaging facilities with more than 2,000 personnel throughout theU.S. ,Canada ,Brazil and theU.K , including: •The largest rock salt mine in the world inGoderich, Ontario, Canada ; •The largest dedicated rock salt mine in theU.K. inWinsford , Cheshire; •A solar evaporation facility located nearOgden, Utah , which is both the largest SOP 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 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. As a result, we are presenting two reportable segments, Salt andPlant Nutrition (which was previously known as thePlant Nutrition North America segment) in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." See Item 8, Note 15 to the Consolidated Financial Statements for more information. Unless otherwise indicated, the information and amounts provided in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" pertain to continuing operations. Our Salt segment provides highway deicing salt to customers inNorth America and theU.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, agricultural and industrial applications inNorth America . In theU.K. , we operate a records management business utilizing excavated areas of ourWinsford salt mine with one other surface location inLondon, England . Our plant nutrition businesses produce and market specialty plant nutrition products worldwide to distributors and retailers of crop inputs, as well as growers. Our principal plant nutrition product in our Plant Nutrition segment is SOP, which we market under the trade name Protassium+. We focus on building intrinsic value by growing our earnings before interest, taxes, depreciation and amortization ("EBITDA") and by improving our asset quality. 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. Discontinued Operations During 2020, we initiated an evaluation of the strategic fit of certain of our businesses. OnFebruary 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"). Concurrently, to optimize our asset base inNorth America , we evaluated the strategic fit of ourNorth America micronutrient product business. OnMarch 16, 2021 , the Board of the Directors approved a plan to sell ourSouth America chemicals and specialty plant nutrition businesses, our investment in Fermavi and ourNorth America micronutrient product business (collectively, the "Specialty Businesses") with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses. As described further in Item 8, Note 19 , on March 23, 2021, April 7, 2021 andJune 28, 2021 , we entered into definitive agreements to sell ourSouth America specialty plant nutrition business, a component of ourNorth America micronutrient business and our Fermavi investment, respectively. TheSouth America specialty plant nutrition business sale closed onJuly 1, 2021 , theNorth America micronutrient sale closed onMay 4, 2021 , and the sale of our Fermavi investment closed onAugust 20, 2021 . We continue to actively pursue the sale of theSouth America chemicals business, and we believe this sale is probable to occur within the next twelve months. We believe there is a single disposal plan representing a strategic shift that will have a material effect on our operations and financial results. Consequently, the Specialty Businesses qualify for presentation as assets and liabilities held for sale and discontinued operations in accordance withU.S. generally accepted accounting principles ("U.S. GAAP"). Accordingly, current 39 2020 FORM 10-K/A
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
and noncurrent assets and liabilities of the Specialty Businesses are presented
in the Consolidated Balance Sheets as assets and liabilities held for sale for
both periods presented and their results of operations are presented as
discontinued operations in the Consolidated Statements of Operations for each
period presented.
COVID-19 Pandemic
The ongoing COVID-19 pandemic has negatively impacted the global economy,
disrupted global supply chains and created significant volatility and disruption
of financial markets. As an essential business, we have continued producing and
delivering products that support critical industries such as transportation,
agriculture, chemical, food, pharmaceutical and animal nutrition. However, we
have instituted several measures in response to the COVID-19 pandemic and the
COVID-19 pandemic has negatively affected our business in a number of ways.
•Employee welfare: Our management team has taken multiple actions to limit the
exposure of employees to the spread of COVID-19, including instituting remote
working where possible, adjusting shift schedules and crew sizes, restricting
visitation to operational sites, curtailing all business-related commercial air
travel, and increasing sanitation of offices and common areas within our
facilities.
•Operations and sales: The COVID-19 pandemic has not interrupted the operations
of our mining and manufacturing facilities in North America . Operations at our
U.K. salt mine were idled near the end of March 2020 through mid-May 2020 due to
the very mild winter weather experienced in that market, along with U.K.
government guidance on COVID-19 preventative measures. During 2020, we also
experienced an impact to some of our sales channels due to manufacturing outages
and retail disruptions related to COVID-19, primarily for our non-deicing salt
products. In total, we estimate that the combined impact of lost sales and
incremental operating costs related to the COVID-19 pandemic totaled
approximately $9 million on a year-to-date basis.
•Supply chain and logistics: To date, we have experienced no material supply
chain or logistics issues related to COVID-19. We continue to evaluate potential
supply chain and logistics impacts, proactively increase inventory levels of
critical sourced inputs and identify secondary suppliers where possible. Both
our operations and our logistics partners are deemed "essential" under current
governmental guidance, and we have worked to ensure we understand and comply
with their safety precautions to limit potential disruptions.
The ultimate impact that COVID-19 will have on our future results is unknown at
this time. For more information, see "Part I, Item 1A, Risk Factors."
Consolidated Results of Operations
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* Refer to "-Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA" for a
reconciliation to the most directly comparable GAAP financial measure and the
reasons we use this non-GAAP measure.
40 2020 FORM 10-K/A
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC. CONSOLIDATED RESULTS COMMENTARY: 2019 - 2020
•Total sales decreased$80.2 million , due to a decrease in the Salt segment, partially offset by an increase in the Plant Nutrition segment. •Operating earnings decreased 14%, or$16.6 million , due to lower operating earnings in our Salt and Plant Nutrition segments and higher corporate expense. •Diluted earnings per share increased 5%, or$0.06 . •EBITDA* adjusted for items management believes are not indicative of our ongoing operating performance ("Adjusted EBITDA")* decreased 5%, or$13.1 million .
CONSOLIDATED RESULTS COMMENTARY: 2018 - 2019
•Total sales increased$5.6 million , due to an increase in the Salt segment, partially offset by a decrease in the Plant Nutrition segment. •Operating earnings increased 50%, or$40.1 million , due to higher operating earnings in our Salt segment, which was partially offset by lower operating earnings in our Plant Nutrition segment. •Diluted earnings per share increased 25%, or$0.23 . •Adjusted EBITDA* increased 19%, or$39.3 million . [[Image Removed: cmp-20201231_g12.jpg]] [[Image Removed: cmp-20201231_g13.jpg]] GROSS PROFIT & GROSS MARGIN COMMENTARY: 2019 - 2020 Gross Profit: Decreased 5%, or$12.7 million ; Gross Margin increased 1 percentage point to 22% from 21% •Salt segment gross profit decreased$8.7 million primarily due to lower sales volumes, which were partially offset by higher average sales prices and lower logistics costs (see "-Operating Segment Performance-Salt" for additional information). •Plant Nutrition segment gross profit decreased$4.7 million primarily due to lower average sales prices and higher product costs due to feedstock inconsistency and unplanned downtime at ourOgden facility.
GROSS PROFIT & GROSS MARGIN COMMENTARY: 2018 - 2019
Gross Profit: Increased 26%, or$48.6 million ; Gross Margin increased 4 percentage points to 21% from 17% •Salt segment gross profit increased$53.4 million primarily due to higher average sales prices, which were partially offset by lower sales volumes, increased per-unit shipping and handling costs and higher product costs (see "-Operating Segment Performance-Salt" for additional information). •The Plant Nutrition segment gross profit decreased$4.4 million primarily due to lower sales volumes and higher per-unit shipping and handling costs due to an unfavorable geographic sales mix.
OTHER EXPENSES AND INCOME COMMENTARY: 2019 - 2020
SG&A: Increased$3.9 million ; Increased 1.2 percentage points as a percentage of sales to 11.6% from 10.4% •The increase in SG&A expense was primarily due to higher corporate incentive compensation and higher corporate depreciation expense, partially offset by lower travel expenses due to COVID-19. Interest Expense: Increased$4.4 million to$62.7 million •The increase was primarily due to an increase in interest rates due to the refinancing of our debt in the fourth quarter of 2019, which was partially offset by lower debt levels. 41 2020 FORM 10-K/A --------------------------------------------------------------------------------
Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
(Gain) loss on Foreign Exchange: Improved $16.4 million from a loss of $11.8
million in 2019 to a gain of $4.6 in 2020
•The improvement of $16.4 million was due primarily to changes in foreign
currency exchange rates on our non U.S. dollar denominated intercompany loans
between our U.S. and foreign subsidiaries.
Other, Net: Increased $0.3 million from expense of $0.1 million to expense of
$0.4 million
•The increase in other, net is primarily due to fees related to our U.S.
securitization facility and lower interest income in 2020.
Income Tax Expense for Continuing Operations: Decreased $7.2 million to $1.9
million
•Income tax expense and our income tax rate decreased in 2020 due to the release
of domestic tax reserves in 2020.
•Our effective tax rate decreased from 18% in 2019 to 4% in 2020. Our effective
tax rate in 2020 was impacted by the release of domestic tax reserves due to
statute expirations.
•Our income tax provision in both periods differs from the U.S. statutory rate
primarily due to U.S. statutory depletion, state income taxes, foreign income,
mining and withholding taxes, global intangible low-taxed income ("GILTI") and
interest expense recognition differences for tax and financial reporting
purposes.
Net Earnings from Discontinued Operations: Unchanged at $20.5 million
•Operating earnings for the Brazil businesses increased $0.3 million from 2019
due to higher sales volumes and improved chemical margins due to production
efficiencies, which were mostly offset by the weaker Brazilian reais and higher
SG&A costs in local currency due to incentive compensation and professional
services.
•Operating earnings for our North America micronutrient product business
increased by $4.1 million due to higher sales volumes and lower SG&A expenses in
the current period.
•These increases were offset by other non-operating expenses in 2020 in Brazil .
OTHER EXPENSES AND INCOME COMMENTARY: 2018 - 2019
SG&A: Increased$8.5 million ; Increased 0.7 percentage points as a percentage of sales to 10.4% from 9.7% •The increase in SG&A expense was primarily due to higher employee-related costs to bolster operational and mining expertise in our Salt and Plant Nutrition segments, corporate incentive compensation and higher corporate professional services expense.
Interest Expense: Increased
Loss (gain) on Foreign Exchange: Decreased from gain of$10.4 million to loss of$11.8 million •The change resulted from differences in foreign exchange rates on our nonU.S. dollar denominated intercompany loans between ourU.S. and foreign subsidiaries. Other, Net: Decreased$1.8 million from income of$1.7 million to expense of$0.1 million •The decrease was primarily due to debt refinance fees and lower interest income in 2019. Income Tax Expense: Increased$0.8 million to$9.1 million •Income tax expense increased in 2019 due to higher pretax book income in 2019 compared to 2018. •Our effective tax rate decreased from 21% in 2018 to 18% in 2019. •Our income tax provision in both periods differs from theU.S. statutory rate primarily due toU.S. statutory depletion, state income taxes, foreign income, mining and withholding taxes and interest expense recognition differences for tax and financial reporting purposes. Net Earnings from Discontinued Operations: Decreased$12.2 million to$20.5 million •Operating earnings for theBrazil businesses decreased$8.2 million from 2018 due to lower chemical solutions prices, higher raw materials input costs and continued investment in our direct to grower sales force. •Operating earnings for ourNorth America micronutrient product business decreased by$2.9 million due to lower sales volumes, which were partially offset by higher average sales prices. 42 2020 FORM 10-K/A --------------------------------------------------------------------------------
Table of Contents COMPASS MINERALS INTERNATIONAL, INC. OPERATING SEGMENT PERFORMANCE
The following financial results represent consolidated financial information with respect to sales from our Salt and Plant Nutrition segments for the years endedDecember 31, 2020 , 2019 and 2018. 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 consolidated records management business and other incidental revenues include sales of$10.1 million ,$9.7 million and$10.5 million for 2020, 2019 and 2018, respectively. These sales are not material to our consolidated financial results and are not included in the following operating segment financial data. SALT SEGMENT RESULTS 2020 2019 2018 Salt Sales (in millions)$ 779.4 $ 889.5 $ 858.1 Salt Operating Earnings (in millions)$ 161.0 $ 167.2 $ 115.5 Salt Sales Volumes (thousands of tons) Highway deicing 7,534 8,748 9,597 Consumer and industrial 1,906 2,175 2,030 Total tons sold 9,440 10,923 11,627 Average Salt Sales Price (per ton) Highway deicing$ 62.89 $ 62.36 $ 55.44 Consumer and industrial$ 160.33 $ 158.09 $ 160.65 Combined$ 82.56 $ 81.43 $ 73.80
SALT SEGMENT RESULTS COMMENTARY: 2019 - 2020
•Salt sales decreased 12%, or$110.0 million , due to lower Salt sales volumes, which was partially offset by higher average sales prices. •Salt sales volumes decreased 14%, or 1,483,000 tons, and contributed approximately$118 million to the decrease in sales. Highway deicing sales volumes decreased 14% as a result of mild weather inNorth America and theU.K. when compared to 2019, which was partially offset by higher sales volumes to our chemical customers. Consumer and industrial sales volumes decreased 12% due to lower sales of deicing products due to the mild weather in 2020 and lower non-deicing sales volumes primarily due to COVID-19. •Salt average sales price increased 1% and partially offset the decrease in sales by approximately$8 million due to slightly higher average sales prices. •Highway deicing average sales prices increased 1%, reflecting higher prices realized in the first half of the year from higher North American highway deicing contract prices for the 2019-2020 winter season, and higher chemical customer prices, partially offset by lower North American highway deicing contract prices for the 2020-2021 winter season. Consumer and industrial average sales prices increased 1% due to non-deicing price increases in 2020. •Salt operating earnings decreased 4%, or$6.2 million , due to lower sales volumes and higher per-unit product costs in 2020, which was partially offset by lower per-unit logistics costs. Per-unit product costs were higher in 2020 due to higher per-unit costs in theU.K. and at our consumer and industrial plants largely due to lower production volumes.
SALT SEGMENT RESULTS COMMENTARY: 2018 - 2019
•Salt sales increased 4%, or$31.3 million , due to higher highway deicing average sales prices and higher consumer and industrial sales volumes, which was partially offset by lower highway deicing sales volumes. •Salt sales volumes decreased 6%, or 704,000 tons, which offset the increase in Salt segment sales by approximately$24 million . Highway deicing sales volumes decreased 9% as a result of mild weather in theU.K. when compared to the significantly above averageU.K. winter weather in the first quarter of 2018 and lower North American contract volumes in the 2018-2019 bid season due primarily to lower production volumes at ourGoderich mine in 2018. Consumer and industrial sales volumes increased 7% due to higher sales volumes of deicing and non-deicing products. •Salt average sales price increased 10% and contributed approximately$55 million to the increase in Salt segment sales due to higher highway deicing prices and product sales mix, as consumer and industrial products, which have a higher average sales price than highway deicing products, were a higher proportion of total sales in the current period. 43 2020 FORM 10-K/A --------------------------------------------------------------------------------
Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
•Highway deicing average sales prices increased 12%, primarily as a result of
the realization of higher North American highway deicing bid prices for the
2019-2020 winter season. Consumer and industrial average sales
prices decreased 2% due to sales mix.
•Salt operating earnings increased 45%, or $51.7 million , due to higher highway
deicing prices in 2019. Per-unit product costs were higher in 2019 due to a
higher mix of consumer and industrial sales which have a higher per-unit cost.
Per-unit production costs and volumes at our North American mines have improved
from 2018 which was unfavorably impacted by the labor strike at the Goderich
mine.
PLANT NUTRITION (FORMERLY PLANT NUTRITION NORTH AMERICA) RESULTS
2020 2019 2018
Plant Nutrition Sales (in millions) $ 215.4 $
185.9
Plant Nutrition Operating Earnings (in millions)
Plant Nutrition Sales Volumes (thousands of tons) 380 315 359
Plant Nutrition Average Sales Price (per ton)
PLANT NUTRITION RESULTS COMMENTARY: 2019 - 2020
•Plant Nutrition sales increased 16%, or$29.4 million , primarily due to higher sales volumes, which was partially offset by lower sales prices. •Plant Nutrition sales volumes increased 21%, or 65,000 tons, and increased sales by approximately$39 million . The volume increase was primarily the result of suppressed demand in the first half of 2019 due to the cold and wet weather conditions in key North American markets and an upturn in the agriculture market during 2020. •Plant Nutrition average sales prices decreased 4% which partially offset the increase in sales by approximately$10 million . •Plant Nutrition operating earnings decreased 18%, or$3.4 million , driven by lower average sales prices and higher per-unit product costs partially offset by higher sales volumes and lower SG&A expenses. The higher per-unit product cost in 2020 was due to unplanned downtime and feedstock inconsistency at ourOgden facility.
PLANT NUTRITION RESULTS COMMENTARY: 2018 - 2019
•Plant Nutrition sales decreased 12%, or$24.9 million , primarily due to lower sales volumes. •Plant Nutrition sales volumes decreased 12%, or 44,000 tons, and reduced sales by approximately$29 million . The volume decrease was primarily the result of lower demand due to the wet weather conditions in key North American markets in the first half of 2019. •Plant Nutrition average sales prices increased 1% which partially offset the decrease in sales by approximately$1 million . •Plant Nutrition operating earnings decreased 12%, or$4.2 million , due to lower sales volumes, higher per-unit shipping and handling costs, a less favorable geographic sales mix and higher cost carryover inventory from 2018 into 2019, as compared to 2018 beginning inventory. This decrease was partially offset by lower production costs resulting from improved production yield from our pond-based feedstock.
OUTLOOK (as of the date of filing the Original Report)
•We expect Salt sales volumes to range from 11.0 million to 11.8 million tons in 2021. •Plant Nutrition sales volumes are expected to range from 350,000 to 380,000 tons in 2021. •Full year 2021 capital expenditures are expected to be approximately$100 million . •We have initiated a strategic evaluation of the long-term fit of ourSouth America business and a strategic separation of our South American assets into two businesses, chemicals and specialty plant nutrition, with the intention of enabling a targeted and efficient sales process to unlock maximum value for each set of assets. This evaluation and separation could result in a variety of outcomes (see "Risk Factors-We may not successfully implement our strategies." for more information). •For information about the impact of the COVID-19 pandemic on the Company, see "-COVID-19 Pandemic" and "Risk Factors." 44 2020 FORM 10-K/A --------------------------------------------------------------------------------
Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Investments, Liquidity and Capital Resources
Overview
Over the last several years, we have made significant investments in order to
strengthen our operational capabilities.
•We shifted all of our Goderich mine production to continuous mining in the
fourth quarter of 2017 following significant investments in this technology. Our
continuous mining and haulage system at the Goderich mine is expected to provide
a safer, more sustainable production environment and enhance our ability to ramp
up and down to meet demand fluctuations. In addition, we recently completed our
shaft relining project at our Goderich mine, which we undertook to help secure
the integrity of the mine and our hoisting capacity for the future.
•We have invested in our Ogden facility to strengthen our solar-pond-based SOP
production through upgrades to our processing plant and our solar evaporation
ponds. This included modifying our existing solar evaporation ponds to increase
the annual solar harvest as well as the extraction yield and processing capacity
of our SOP plant, which allows us to increase our SOP production capacity to
approximately 550,000 tons when supplemental KCl feedstock is used. We also
recently completed a project to expand our ability to compact product into
various product grades at our Ogden facility.
As a holding company, CMI's investments in its operating subsidiaries constitute
substantially all of its assets. Consequently, our subsidiaries conduct all of
our consolidated operations and own substantially all of our operating assets.
The principal source of cash needed to pay our obligations is the cash generated
from our subsidiaries' operations and their borrowings. Our subsidiaries are not
obligated to make funds available to CMI. Furthermore, we must remain in
compliance with the terms of the credit agreement governing our credit
facilities, including the total leverage ratio and interest coverage ratio, in
order to pay dividends to our stockholders. We must also comply with the terms
of our indentures governing our 4.875% Senior Notes due July 2024 (the "4.875%
Notes") and our 6.75% Senior Notes due December 2027 (the "6.75% Notes), which
limit the amount of dividends we can pay to our stockholders. We are in
compliance with our debt covenants as of December 31, 2020 . See Item 8, Note 10
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. We have also used
cash generated from operations to fund capital expenditures which strengthen our
operational position, to pay dividends, to fund smaller acquisitions and to
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. As of
December 31, 2020 , we had $4.3 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 deicing salt
business, we have experienced large changes in our working capital requirements
from quarter to quarter. Historically, our working capital requirements have
been the highest in the fourth quarter and lowest in the second quarter. When
needed, we fund short-term working capital requirements by accessing our $300
million revolving credit facility.
We have historically considered the undistributed earnings of our foreign
subsidiaries to be permanently reinvested. In December 2017 , however, U.S. tax
reform legislation was enacted, which included a one-time mandatory tax on
previously deferred foreign earnings. As such, we revised our permanently
reinvested assertion and we now expect to repatriate approximately $150 million
of unremitted foreign earnings on which $4.3 million of income tax expense has
been recorded for foreign withholding tax and state income taxes, consisting of
a $0.8 million tax benefit recorded in 2019 and a $5.1 million tax expense
recorded in 2018. All of our non-U.S. undistributed earnings through December
31, 2017 , were subject to the one-time mandatory tax for which we recorded a net
tax expense of $47.8 million , which is comprised of tax expense of $49.1 million
in 2017 offset by a benefit of $1.3 million in 2018. 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. As of December 31, 2020 , we have $89.4 million of outside basis
differences for which no deferred taxes have been recorded. See Item 8, Note 8
to our Consolidated Financial Statements for a discussion regarding U.S. tax
reform.
In addition, the amount of permanently reinvested foreign earnings is influenced
by, among other things, the profits generated by our foreign subsidiaries and
the amount of investment in those same subsidiaries. The profits generated by
our U.S. and foreign subsidiaries are impacted by the transfer price charged on
the transfer of our products between them. As discussed in Item 8, Note 8 to our
Consolidated Financial Statements, our calculated transfer price on certain
products between one of our foreign subsidiaries and a domestic subsidiary has
been challenged by Canadian federal and provincial governments. During 2018, in
accordance with the settlement agreement, our U.S. subsidiary made intercompany
cash payments of $85.7 million to our Canadian subsidiary and tax payments were
made to Canadian taxing authorities of $17.5 million . Additional tax payments of
$5.3 million were made during 2019 with the remaining liability of $1.4 million
expected to be paid in 2021. Corresponding tax refunds of $22.2 million have
been received as of December 31, 2020 , from U.S. taxing authorities with the
remaining refund of approximately $0.9 million expected in 2021. Additionally
during 2018, we reached a settlement agreement on transfer pricing and
management fees as part of an advanced pricing agreement with federal Canadian
and U.S. tax authorities covering our 2013-2021 tax years. The recording of this
settlement in 2018 resulted in increased sales for our
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Canadian subsidiary of $106.1 million and offsetting expenses for our U.S.
subsidiary causing a domestic loss and significant foreign income in 2018.
During 2019, in accordance with the settlement agreement, our U.S. subsidiary
made an intercompany cash payment of $106.1 million to our Canadian subsidiary
and tax payments were made to Canadian taxing authorities of $29.9 million with
the remaining $1.4 million balance paid during 2020. Corresponding tax refunds
of $59.7 million have been received as of December 31, 2020 , from U.S. taxing
authorities, with the remaining refund of $1.9 million expected in 2021.
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. 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 8 to our Consolidated Financial Statements
for a discussion regarding our Canadian tax reassessments and settlements.
Principally due to the nature of our deicing business, our cash flows from
operations have historically been seasonal, with the majority of our cash flows
from operations generated during the first half of the calendar year (see
"-Seasonality" for more information). When we have not been able to meet our
short-term liquidity or capital needs with cash from operations, whether as a
result of the seasonality of our business or other causes, we have met those
needs with borrowings under our revolving credit facility. We expect to meet the
ongoing requirements for debt service, any declared dividends and capital
expenditures from these sources. This, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.
The table below provides a summary our cash flows by category and year.
2020 2019 2018
Operating Activities:
Net cash flows provided by Net cash flows provided by Net cash flows provided by
operating activities were $175.2 operating activities were $159.6 operating activities were $182.3
million . million. million.
»Net earnings were
»Non-cash depreciation and »Non-cash depreciation and »Non-cash depreciation and amortization expense was$137.9 amortization expense was$137.9 amortization expense was$136.9 million . million.
million.
»Working capital items were a use »Working capital items were a use »Working capital items were a use of operating cash flows of$46.3 of operating cash flows of$56.3 of operating cash flows of$17.5 million . million.
million.
Investing Activities: Net cash flows used by investing Net cash flows used by investing Net cash flows used by investing activities were$88.2 million . activities were$100.4 million . activities were$99.6 million .
»Included
expenditures. expenditures.
Financing Activities: Net cash flows used by financing Net cash flows used by financing Net cash flows used by financing activities were$96.2 million . activities were$50.5 million . activities were$85.9 million . »Included net proceeds from the »Included net proceeds from »Included net proceeds from issuance of debt of$6.9 million , issuance of debt of$62.0 million , issuance of debt of$14.5 million , payments of dividends of$99.1 payments of dividends of$98.1 payments of dividends of$97.7 million and payments of$1.0 million and payments of$12.8 million and payments of$1.7 million related to deferred million related to deferred million related to deferred financing costs. financing costs. financing costs. As mentioned above, our Salt business is seasonal and our Salt segment results and working capital needs are heavily impacted by the severity and timing of the winter weather during the fourth and first quarters of each year. Customers tend to replenish their inventory following snow events, consequently the number and timing of snow events during the fourth quarter will impact the amount of accounts receivable and inventory at the end of each year. During 2020, winter weather events began relatively late which didn't prompt as much replenishment demand as compared to the earlier start of winter weather events in the fourth quarter of 2019, resulting in lower accounts receivable and higher inventory. Our inventory has also grown over the past three years due to the improved production capabilities at ourGoderich mine along with the last two winter seasons not being severe enough to consume our inventory stockpiles. As previously discussed, our working capital also reflects reductions in other assets during 2020 and 2019 primarily due to income tax refunds as opposed to the tax payments during 2018. The refunds were partially offset by income tax and professional services prepayments in 2019 and 2020. 46 2020 FORM 10-K/A --------------------------------------------------------------------------------
Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Capital Resources
We believe our primary sources of liquidity will continue to be cash flow from
operations and borrowings under our revolving credit facility. We believe that
our current banking syndicate is secure and believe we will have access to our
entire revolving credit facility. We expect that ongoing requirements for debt
service and committed or sustaining capital expenditures will primarily be
funded from these sources.
Our debt service obligations could, under certain circumstances, materially
affect our financial condition and prevent us from fulfilling our debt
obligations. See Item 1A, "Risk Factors-Our indebtedness and any inability to
pay our indebtedness could adversely affect our business and financial
condition." Furthermore, CMI is a holding company with no operations of its own
and is dependent on its subsidiaries for cash flow. As discussed in Item 8, Note
10 to our Consolidated Financial Statements, at December 31, 2020 , we had $1.31
billion of outstanding indebtedness consisting of $250.0 million under our
4.875% Notes, $500.0 million under our 6.75% Notes, $520.3 million of borrowings
outstanding under our senior secured credit facilities (consisting of term loans
and a revolving credit facility), including $130.3 million borrowed against our
revolving credit facility. Letters of credit totaling $12.5 million as of
December 31, 2020 , reduced available borrowing capacity under the revolving
credit facility to $157.2 million .
On June 30, 2020 , certain of our U.S. subsidiaries entered into a three-year
committed revolving accounts receivable financing facility for up to
$100.0 million of borrowing with PNC Bank, National Association , as
administrative agent and lender, and PNC Capital Markets, LLC , as structuring
agent. At December 31, 2020 , we had $51.2 million of outstanding loans under
this accounts receivable financing facility. See Item 8, Note 10 to our
Consolidated Financial Statements for more information.
In the future, including in 2021, we may borrow amounts under the revolving
credit facility or enter into additional financing to fund our working capital
requirements, potential acquisitions and capital expenditures and for other
general corporate purposes.
Our ability to make scheduled interest and principal payments on our
indebtedness, to refinance our indebtedness, to fund planned capital
expenditures and to fund acquisitions will depend on our ability to generate
cash in the future. This, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control. Based on our current level of operations, we believe that
cash flow from operations and available cash, together with available borrowings
under our revolving credit facility, will be adequate to meet our liquidity
needs over the next 12 months.
We have various foreign and state net operating loss ("NOL") carryforwards that
may be used to offset a portion of future taxable income to reduce our cash
income taxes that would otherwise be payable. However, we may not be able to use
any or all of our NOL carryforwards to offset future taxable income and our NOL
carryforwards may become subject to additional limitations due to future
ownership changes or otherwise. At December 31, 2020 , we had $3.5 million of
gross NOL carryforwards ($3.4 million of gross foreign federal NOL carryforwards
that have no expiration date and $0.1 million of gross foreign federal NOL
carryforwards that expire in 2033) and $0.2 million of net operating
tax-effected state NOL carryforwards that expire beginning in 2027.
We have a defined benefit pension plan for certain of our current and former
U.K. employees. Beginning December 1, 2008 , future benefits ceased to accrue for
the remaining active employee participants in the plan concurrent with the
establishment of a defined contribution plan for these employees. Generally, our
cash funding policy is to make the minimum annual contributions required by
applicable regulations. As of December 31, 2020 , the fair value of the plan's
assets are less than the accumulated benefit obligations and we could be
required to use cash from operations above our historical levels to fund the
plan in the future.
Off-Balance Sheet Arrangements
At December 31, 2020 , 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.
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
Contractual Obligations
Our contractual cash obligations and commitments as of December 31, 2020 , are as
follows (in millions):
Payments Due by Period
Contractual Cash Obligations Total 2021 2022 2023 2024 2025 Thereafter
Long-term Debt $ 1,321.5 $ 10.0 $ 20.0 $ 71.2 $ 270.0 $ 450.3 $ 500.0
Interest(a) 325.1 57.2 56.9 56.4 50.9 36.2 67.5
Finance Lease Obligations(b) 3.2 1.1 0.6 0.4 0.3 0.2 0.6
Operating Leases(b) 66.0 16.1 13.0 8.3 5.7 4.9 18.0
Unconditional Purchase
Obligations(c) 27.1 7.4 4.1 3.4 2.6 2.1 7.5
One-time Transition Tax
Obligation 35.8 3.7 3.8 7.1 9.4 11.8 -
Estimated Future Pension Benefit
Obligations(d) 73.3 3.2 3.2 3.3 3.4 3.4 56.8
Total Contractual Cash
Obligations $ 1,852.0 $ 98.7 $ 101.6 $ 150.1 $ 342.3 $ 508.9 $ 650.4
Other Commitments Total 2021 2022 2023 2024 2025 Thereafter
Letters of Credit $ 12.5 $ 12.5 $ - $ - $ - $ - $ -
Performance Bonds(e) 51.4 41.2 10.1 0.1 - - -
Total Other Commitments $ 63.9 $ 53.7 $ 10.1 $ 0.1 $ - $ - $ -
(a)Based on maintaining existing debt balances to maturity. Interest on our
credit facilities varies with the Eurodollar rate and the base rate. The
December 31, 2020 blended rate of 4.6%, including the applicable spread, was
used for this calculation for CMI debt. The amounts in the table do not include
interest payments of approximately $5.4 million each year which may be required
to be deposited with the taxing authorities if other collateral arrangements
cannot be made as long as disputes with Canadian taxing authorities remain
outstanding. Item 8, Note 8 to our Consolidated Financial Statements provides
additional information related to our Canadian tax reassessments.
(b)We lease property and equipment under non-cancelable operating and capital
leases for varying periods.
(c)We have contracts to purchase certain amounts of electricity, equipment and
raw materials. In addition, we have minimum throughput commitments in certain
depots and warehouses.
(d)Item 8, Note 9 to our Consolidated Financial Statements provides additional
information.
(e)Item 8, Note 12 to our Consolidated Financial Statements provides additional
information.
Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA
Management uses a variety of measures to evaluate our performance. While our
consolidated financial statements, taken as a whole, provide an understanding of
our overall results of operations, financial condition and cash flows, we
analyze components of the consolidated financial statements to identify certain
trends and evaluate specific performance areas. In addition to using U.S.
generally accepted accounting principles ("GAAP") financial measures, such as
gross profit, net earnings and cash flows generated by operating activities,
management uses EBITDA and Adjusted EBITDA. Both EBITDA and Adjusted EBITDA are
non-GAAP financial measures used to evaluate the operating performance of our
core business operations because our resource allocation, financing methods 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. We also use EBITDA and Adjusted EBITDA
to assess our operating performance and return on capital against other
companies, and to evaluate potential acquisitions or other capital projects.
EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be
considered in isolation or as a substitute for net earnings, cash flows or other
financial data prepared in accordance with U.S. GAAP or as a measure of our
overall profitability or liquidity. EBITDA and Adjusted EBITDA exclude interest
expense, income taxes and depreciation and amortization, each of which are an
essential element of our cost structure and cannot be eliminated. Furthermore,
Adjusted EBITDA excludes other cash and non-cash items, including restructuring
costs, refinancing costs, stock-based compensation and other (income)
expense. Our borrowings are a significant component of our capital structure and
interest expense is a continuing cost of debt. We are also required to pay
income taxes, a required and ongoing consequence of our operations. We have a
significant investment in capital assets and depreciation and amortization
reflect the utilization of those assets in order to generate revenues. Our
employees are vital to our operations and we utilize various stock-based awards
to compensate and incentivize our employees. Consequently, any measure that
excludes these elements has material limitations. While EBITDA and Adjusted
EBITDA are frequently used as measures of operating performance, these terms are
not necessarily comparable to similarly titled measures of other companies due
to the potential inconsistencies in the method of calculation.
48 2020 FORM 10-K/A
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC. The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).
For the Year Ended December 31,
2020 2019 2018
Net earnings $ 42.6 $ 40.3 $ 32.1
Interest expense 62.7 58.3 51.2
Income tax expense 1.9 9.1 8.3
Depreciation, depletion and amortization 117.8 112.6 111.3
EBITDA 225.0 220.3 202.9
Adjustments to EBITDA:
Stock-based compensation - non cash 9.0 5.6 7.7
(Gain) loss on foreign exchange (4.6) 11.8 (10.4) Executive transition costs - 2.3 5.1 Logistics impact from flooding - 2.8 - Other income, net 0.4 0.1 (1.7) Adjusted EBITDA$ 229.8 $ 242.9 $ 203.6 In 2019, operating results included$2.8 million of additional logistics costs related to Mississippi river flooding and$2.3 million of severance and other costs related to executive transition. In 2018, we incurred$5.1 million of executive transition costs. Adjusted EBITDA also includes 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. Our net earnings, EBITDA and Adjusted EBITDA are impacted by other events or transactions that we believe to be important in understanding our earnings trends such as the variability of weather. The impact of weather has not been adjusted in the amounts presented above. Our 2020 results were unfavorably impacted by mild winter in the markets we serve and 2019 results were favorably impacted by above average winter weather. In 2018, winter weather was average. Management's Discussion of Critical Accounting Policies and Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. We have identified the critical accounting policies and estimates that are most important to the portrayal of our financial condition and results of operations. The policies set forth below require significant subjective or complex judgments by management, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.Goodwill - We test goodwill for impairment annually in the fourth quarter or more frequently if an impairment indicator is present. The quantitative impairment test requires judgment, including the identification of reporting units and the determination of fair value of each reporting unit. We determine the estimated fair value for each reporting unit based on discounted cash flow projections (income approach) and market values for comparable businesses (market approach). Under the income approach, we are required to make judgments about appropriate discount rates, long-term revenue growth rates and the amount and timing of expected future cash flows. The cash flows used in our 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. The risk adjusted discount rate used is consistent with the weighted average cost of capital of our peer companies and is intended to represent a rate of return that would be expected by a market participant. Under the market approach, market multiples are derived from market prices of stocks of companies in our peer group. The appropriate multiple is applied to the forecasted revenue and earnings before interest, taxes, depreciation and amortization of the reporting unit to obtain an estimated fair value. As ofDecember 31, 2020 , we have recorded goodwill of$55.7 million , primarily including$49.6 million in our Plant Nutrition segment. As of theOctober 1, 2020 annual measurement date, the estimated fair value exceeded carrying value. The most critical assumptions used in the calculation of the fair value are the projected revenue growth rates, long-term operating margin, working capital requirements, terminal growth rates, discount rate, and the selection of market multiples. The projected long term operating margin utilized in our fair value estimates is consistent with our operating plan and is dependent on the successful execution of our long-term business plan, overall industry growth rates and the competitive environment. The discount rate could be adversely impacted by changes in the macroeconomic environment and volatility in the equity and debt 49 2020 FORM 10-K/A
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
markets. Although management believes its estimate of fair value is reasonable,
if the future financial performance falls below our expectations or there are
negative revisions to significant assumptions, or if our market capitalization
declines, we may need to record a non-cash goodwill impairment charge in a
future period.
Mineral Interests - As of December 31, 2020 , we maintained $123.1 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. 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 third-party estimates of recoverable reserves. Our rights to extract minerals
are generally contractually limited by time or lease boundaries. 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.
Income Taxes - Developing our provision for income taxes and analyzing our
potential tax exposure items requires significant judgment and assumptions as
well as a thorough knowledge of the tax laws in various jurisdictions. These
estimates and judgments occur in the calculation of certain tax liabilities and
in the assessment of the likelihood that we will be able to realize our deferred
tax assets, which arise from temporary differences between the tax and financial
statement recognition of revenue and expense, carryforwards and other
items. 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.
In evaluating our ability to realize our deferred tax assets, we consider the
sources and timing of taxable income, our ability to carry back tax attributes
to prior periods, qualifying tax planning and estimates of future taxable income
exclusive of reversing temporary differences. In determining future taxable
income, our assumptions include the amount of pre-tax operating income according
to multiple federal, international and state taxing jurisdictions, the
origination of future temporary differences and the implementation of feasible
and prudent tax planning. These assumptions require significant judgment about
material estimates, assumptions and uncertainties in connection with the
forecasts of future taxable income, the merits in tax law and assessments
regarding previous taxing authorities' proceedings or written rulings. While
these assumptions are consistent with the plans and estimates we use to manage
the underlying businesses, differences in our actual operating results or
changes in our tax planning, tax credits, tax laws or our assessment of the tax
merits of our positions could affect our future assessments.
In addition, the calculation of our tax liabilities involves uncertainties in
the application of complex tax regulations in multiple jurisdictions. We
recognize potential liabilities in accordance with applicable GAAP for
anticipated tax issues in the U.S. and other tax jurisdictions based on our
estimate of whether, and the extent to which, additional taxes will be due. If
payment of these amounts ultimately proves to be unnecessary, the reversal of
the liabilities would result in tax benefits being recognized in the period when
we determine the liabilities are no longer necessary. If our estimate of tax
liabilities proves to be less than the ultimate assessment, a further charge to
expense would result. See Item 8, Note 8 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.
Taxes on Foreign Earnings - Our 2018 effective tax rate includes a tax benefit
of $1.4 million related to the one-time mandatory tax on non-U.S. undistributed
earnings deemed repatriated under U.S tax reform. As such, we revised our
permanently reinvested assertion and we now expect to repatriate approximately
$150 million of unremitted foreign earnings on which $4.3 million of income tax
expense has been recorded for foreign withholding tax and state income taxes,
consisting of a $0.8 million tax benefit recorded in 2019 and a $5.1 million tax
expense recorded in 2018. We consider all remaining non-U.S. earnings to be
permanently reinvested outside the U.S. to the extent these earnings are not
subject to U.S. income tax under an anti-deferral tax regime. As of December 31,
2020 , we have approximately $89.4 million of outside basis differences on which
no deferred taxes have been recorded.
U.K. Pension Plan - We have a defined benefit pension plan covering some of our
current and former employees in the U.K. The U.K. pension plan was closed to new
participants in 1992. As we elected to freeze our pension plan, our remaining
active employees ceased to accrue future benefits under the plan beginning
December 1, 2008 . We select the actuarial assumptions for our pension plan after
consultation with our actuaries and consideration of market conditions. These
assumptions include the discount rate and the expected long-term rates of return
on plan assets, which are used in the calculation of the actuarial valuation of
our defined benefit pension plans. If actual conditions or results vary from
those projected by management, adjustments may be required in future periods to
meet minimum pension funding or to increase pension expense or our pension
liability. A decrease of 25 basis points in our discount rate would have
increased our projected
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Table of Contents COMPASS MINERALS INTERNATIONAL, INC.
benefit obligation as of December 31, 2020 , by approximately $2.6 million and
would increase our net periodic pension expense for 2020 by approximately $0.3
million . A decrease of 25 basis points in our expected return on assets
assumption as of December 31, 2020 , would increase our net periodic expense for
2020 by approximately $0.2 million .
We set our discount rate for our U.K. pension plan based on a forward yield
curve for a portfolio of high credit quality bonds with expected cash flows and
an average duration closely matching the expected benefit payments under the
plan. The assumption for the return on plan assets is determined based on
expected returns applicable to each type of investment within the portfolio
expected to be maintained over the next 15 to 20 years. Our funding policy has
been to make the minimum annual contributions required by applicable
regulations. However, we have made special payments during some years when
changes in the business could reasonably impact the pension plan's available
assets and when special early retirement payments or other inducements are made
to pensioners. Contributions totaled $0.4 million , $1.7 million and $0.7 million
during the years ended December 31, 2020 , 2019 and 2018, respectively. If
supplemental benefits were approved and granted under the provisions of the
plan, or if periodic statutory valuations cause a change in funding
requirements, our contributions could increase to fund all or a portion of those
benefits. See Item 8, Note 9 to our Consolidated Financial Statements for
additional discussion of our U.K. pension plan.
Other Significant Accounting Policies - Other significant accounting policies
not involving the same level of measurement uncertainties as those discussed
above are nevertheless important to an understanding of our consolidated
financial statements. Policies related to revenue recognition, allowance for
doubtful accounts, valuation of inventory reserves, equity compensation
instruments, intangible assets, legal reserves, derivative instruments,
post-employment benefit obligations and environmental accruals require judgments
on complex matters.
Effects of Currency Fluctuations and Inflation
Our operations outside of the U.S. are conducted primarily in Canada and the
U.K. Therefore, our results of operations are subject to both currency
transaction risk and currency translation risk. We incur currency transaction
risk whenever we or one of our subsidiaries enter into either a purchase or
sales transaction using a currency other than the local currency of the
transacting entity. With respect to currency translation risk, our financial
condition and results of operations are measured and recorded in the relevant
local currency and then translated into U.S. dollars for inclusion in our
historical consolidated financial statements. Exchange rates between these
currencies and the U.S. dollar have fluctuated significantly from time to time
and may do so in the future. The majority of revenues and costs are denominated
in U.S. dollars, with Canadian dollars and British pounds sterling also being
significant. We generated 18% of our 2020 sales in foreign currencies, and we
incurred 19% of our 2020 total operating expenses in foreign currencies.
Additionally, we have approximately $500 million of net assets denominated in
foreign currencies. In 2018 and 2019, the average rate for the U.S. dollar
strengthened against the Canadian dollar and the British pound sterling. In
2020, the average rate for the U.S. dollar weakened against the Canadian dollar
and the British pound sterling. Significant changes in the value of the Canadian
dollar or the British pound sterling relative to the U.S. dollar could have a
material adverse effect on our financial condition and our ability to meet
interest and principal payments on U.S. dollar-denominated debt, including
borrowings under our senior secured credit facilities.
Although inflation has not had a significant impact on our operations, 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.
Seasonality
We experience a substantial amount of seasonality in our sales, including our salt deicing product sales. Consequently, our Salt segment sales and operating income are generally higher in the first and fourth quarters and lower during the second and third quarters of each year. In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the product is used. Following industry practice inNorth America , we seek to stockpile sufficient quantities of deicing salt in the second, third and fourth quarters to meet the estimated requirements for the winter season. Recent Accounting Pronouncements See Item 8, Note 2 to our Consolidated Financial Statements for a discussion of recent accounting pronouncements.
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