8-K 1 c95432e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2005 Commission File Number 333-82700 COMPASS MINERALS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 48-1135403 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 9900 West 109th Street Suite 600 Overland Park, KS 66210 (913) 344-9200 (Address of principal executive offices and telephone number) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On May 12, 2005, Compass Minerals Group, Inc. (the "Company") dismissed PricewaterhouseCoopers LLP ("PwC") as its independent registered public accounting firm. The decision to dismiss PwC was approved by the Company's Board of Directors. The reports of PwC on the Company's financial statements for the years ended December 31, 2003 and December 31, 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle. During the years ended December 31, 2003 and 2004, and through May 12, 2005, there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their reports on the financial statements for such years. During the years ended December 31, 2003 and 2004, and through May 12, 2005, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v) and referred to herein as "Reportable Events"), except as follows. The Company completed its assessment of the effectiveness of its internal control over financial reporting and concluded that the Company's internal control over financial reporting was not effective as of December 31, 2004 due to material weaknesses in its internal control over the valuation and completeness of its income taxes payable, deferred income tax assets and liabilities (including the associated valuation allowance) and the income tax provision because it did not have accounting personnel with sufficient knowledge of generally accepted accounting principles related to income tax accounting and reporting. More details on the material weaknesses in internal control over financial reporting and management's plans to remediate these weaknesses are discussed in Item 9A of the Company's 2004 Form 10-K. In connection with the 2003 Form 10-K/A as filed on November 24, 2004, the Company noted material weaknesses in its internal control over financial reporting due to weaknesses in its internal control over the valuation and completeness of its income taxes payable, deferred income tax assets and liabilities (including the associated valuation allowance) and the income tax provision because it did not have accounting personnel with sufficient knowledge of generally accepted accounting principles related to income tax accounting and reporting. These items are further discussed in Item 9A of the Company's 2003 Form 10-K/A and 2004 Form 10-K, referenced above. The Company requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated May 18, 2005, is filed as Exhibit 16.1 to this Form 8-K. The Company engaged Ernst & Young LLP ("E&Y") as its new independent registered public accounting firm on May 12, 2005. During the years ended December 31, 2003 and 2004, and through May 12, 2005, the Company did not consult with E&Y regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any Reportable Event, except that in connection with the 2003 Form 10-K/A described above as it related to the three-year period ended December 31, 2001 for which E&Y had previously provided audit opinions, the Company consulted with E&Y on the income tax matters that resulted in the restatement, as discussed in the aforementioned 2003 Form 10-K/A. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Document ----------- -------- 16.1 Letter from PricewaterhouseCoopers LLP dated May 18, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPASS MINERALS GROUP, INC. Date: May 18, 2005 /s/ Rodney L. Underdown ------------------------------------ Rodney L. Underdown Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): November 7, 2003 Commission File Number 333-82700 Compass Minerals Group, Inc. (Exact name of registrant as specified in its charter) Delaware 48-1135403 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 8300 College Blvd.Overland Park, KS 66210 (913) 344-9200(Address of principal executive offices and telephone number) N/A(Former name or former address, if changed since last report) 1 Item 9. Regulation FD Disclosure The Company is furnishing this information required by Item 12 “Results of Operations and Financial Condition” under this Item 9 in accordance with SEC Release No. 33-8216. On November 3, 2003, Compass Minerals Group, reported its third quarter 2003 financial results. A copy of the press release is attached as exhibit 99.1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. COMPASS MINERALS GROUP, INC. Date: November 7, 2003 /s/ Rodney L. Underdown Rodney L. Underdown Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated November 3, 2003 2

Exhibit 99.1

Contact: Rodney L. Underdown Chief Financial Officer913-344-9200 Compass Minerals Group, Inc. Announces Third Quarter 2003 Results; $18.5 million Adjusted EBITDA OVERLAND PARK, KS, November 3, 2003 – Compass Minerals Group, Inc., a leading producer and marketer of salt and specialty potash, today reported its financial results for the third quarter of 2003. For the three months ended September 30, 2003, operating earnings were $6.7 million, and Adjusted EBITDA was $18.5 million on sales of $97.1 million. Adjusted EBITDA increased $2.5 million compared to the same period in the prior year. For the prior year period, operating earnings were $3.5 million and Adjusted EBITDA was $16.0 million on sales of $92.2 million. For the nine months ended September 30, 2003, operating earnings were $55.4 million, and Adjusted EBITDA was $86.6 million on sales of $398.5 million. Adjusted EBITDA increased $15.6 million compared to the same period in the prior year. For the prior year period, operating earnings were $35.5 million and Adjusted EBITDA was $71.0 million on sales of $336.9 million. “Our improved results for the third quarter were primarily due to stronger pre-season deicing sales,” said Michael E. Ducey, President and CEO. “Our general trade business line results were also good despite higher natural gas prices. We have virtually completed our 2003-2004 North American highway deicing bid season with an improvement in both volumes awarded and pricing. We continue to focus on operational excellence for improvements in top-line growth, cost controls and further strength from our cash flows,” concluded Mr. Ducey. Compass Minerals Group will be hosting an investor conference call on Tuesday, November 4th at 10:00 a.m. ET. The public is cordially invited to listen and participate by dialing the following toll-free number: 877-228-7138. Outside the U.S. dial: 706-643-0377. If you are unable to listen to the call at that time, the replay will be available 24 hours per day from 11:30 a.m. ET, November 4th, 2003, to 11:59 p.m. ET, November 11, 2003, by dialing the following toll-free number: 800-642-1687. Outside the U.S. dial: 706-645-9291. (Conference ID#: 3752088). Compass Minerals Group is the second largest North American producer of salt, the largest producer of salt in the United Kingdom and the largest North American producer of sulfate of potash, a specialty fertilizer. Compass Minerals Group is 94% owned by Apollo Management LP and Company management, with the remainder owned by IMC Global Inc. Certain statements in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s current expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. The Company can give no assurance that such expectations will prove to be correct. Factors that could cause the Company’s results to differ materially from current expectations include: general economic and business conditions, industry trends, weather, raw material costs and availability, changes in demand for its products, actions of its competitors and the additional factors and risks contained in the Company’s Form 10-K Annual Report, filed with the Securities and Exchange Commission on March 31, 2003. 3

The Company’s performance, as measured by earnings before interest, taxes, depreciation and amortization, or “EBITDA,” and EBITDA adjusted for the restructuring and other charges described below, or “Adjusted EBITDA,” is used by management as an approximate measure of cash flow generation. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to the calculation of EBITDA and Adjusted EBITDA by other companies and are non-GAAP financial measures. _________________ Compass Minerals Group, Inc. Consolidated and Combined Operating Results (U.S. Dollars, in Millions) Both prior to the Recapitalization and in connection with the Recapitalization, we have incurred significant non-recurring restructuring and other charges that impact our results of operations. As a result, our results of operations and cash flows are not indicative of what they would have been had we not incurred these non-recurring charges. We believe it would be helpful to provide a sensitivity analysis that describes our ability to satisfy our debt service, capital expenditures and working capital requirements in terms of earnings before interest, taxes, depreciation and amortization, or “EBITDA,” and EBITDA adjusted for the restructuring and other charges described below, or “Adjusted EBITDA.” Not only do we believe these non-GAAP measures can assist investors in understanding our cost structure, cash flows and financial position, but also financial covenants and ratios in our senior credit facilities and our indentures, such as restrictions on payments and indebtedness and ratios relating to leverage, interest coverage and fixed charge coverage, are also tied to measures that are calculated by adjusting EBITDA as described below. We believe it is necessary to adjust EBITDA to enable investors to see how we view our business given the significant non-recurring restructuring and other charges that have historically affected our results of operations. Neither EBITDA nor Adjusted EBITDA are calculated under GAAP and neither should be considered in isolation or as a substitute for net income, cash flows or other income or cash flow data prepared in accordance with GAAP or as a measure of our profitability or liquidity. While EBITDA and Adjusted EBITDA and similar variations thereof are frequently used as a measure of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. 4 The following table sets forth the components of net income, EBITDA and Adjusted EBITDA.

							Nine months ended September 30,
	2003			2002			2003			2002
Sales	$	97	.1	$	92	.2	$	398	.5	$	336	.9
Cost of sales - shipping and handling		24	.1		22	.5		109	.3		91	.2
Cost of sales - products		55	.1		53	.3		199	.5		173	.3
Gross profit		17	.9		16	.4		89	.7		72	.4
Selling, general and administrative expense		11	.2		10	.8		34	.3		30	.1
Restructuring and other charges		--			2	.1		--			6	.8
Operating earnings		6	.7		3	.5		55	.4		35	.5
Other (income) expense:
Interest expense		10	.0		10	.5		29	.2		31	.0
Other, net		1	.6		(0	.3)		4	.5		4	.1
Income before income (loss) taxes		(4	.9)		(6	.7)		21	.7		0	.4
Income tax expense (benefit)		(1	.1)		(3	.2)		4	.3		(0	.5)
Net income (loss)	$	(3	.8)	$	(3	.5)	$	17	.4	$	0	.9
Net income (loss)	$	(3	.8)	$	(3	.5)	$	17	.4	$	0	.9
Income tax expense (benefit)		(1	.1)		(3	.2)		4	.3		(0	.5)
Interest expense		10	.0		10	.5		29	.2		31	.0
Depreciation and amortization		11	.8		10	.4		31	.2		28	.7
EBITDA		16	.9		14	.2		82	.1		60	.1
Adjustments to EBITDA:
Restructuring and other charges		--			2	.1		--			6	.8
Other expense (income), net (1)		1	.6		(0	.3)		4	.5		4	.1
Adjusted EBITDA	$	18	.5	$	16	.0	$	86	.6	$	71	.0

For the three months ending September 30, 2003 and 2002, “Other expense (income)” primarily includes non-cash gains and losses. Additionally, for the nine months ending September 30, 2003, “Other expense (income)” includes $1.1 million of costs related to amending the senior credit facility and for the nine months ending September 30, 2002, “Other expense (income)” includes a $5.3 million loss related to the refinancing of the Company’s term loan resulting from the issuance of the $75 million 10% Senior Subordinated Notes due 2011 in April 2002. 5

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