Thanks, David, and good morning, everyone. Thanks for joining us.

My name is Mark Wilson. I'm the CFO of Mineral Resources.

And joining me today is Mal Bundey, Chair; Darren Killeen, Chief Operating Officer; and Chris Chong, General Manager, Investor Relations. I'll start this morning with a few opening remarks on the quarter before we move to questions.

The September quarter again demonstrated the strength of our diversified business model. We posted record quarterly mining services volumes of 103 million tonnes.

We achieved record production across Onslow Iron and the Pilbara Hub, and we delivered record lithium sales. Our cost control by our teams on site over the quarter was outstanding.

Our focus remains on what we can control, operational delivery, cost discipline and a strong balance sheet, allocating capital only where the returns justify it. On the governance front, in September, ASIC advised that it had concluded its investigation, and will take no enforcement action.

We're pleased to have that matter closed, noting it does not change our focus on governance, which remains a priority. Moving to the balance sheet, which continues to strengthen despite softer iron ore and lithium prices.

Liquidity improved to $2.5 billion at 30 September, comprising $1.7 billion of cash and a fully undrawn $800 million revolving credit facility. In September, Fitch upgraded our credit rating to BB with a stable outlook.

Over the quarter, net debt reduced to approximately $4.1 billion, largely reflecting a $170 million increase in cash. And that cash increase was after capital expenditure of $310 million and the payment of the FY '26 full year dividend of $160 million.

FX movements on our U.S. dollar liabilities, other working capital movements and net interest paid were minimal in the quarter.

We still expect the POSCO lithium transaction to complete in the first half of FY '27, subject to conditions precedent. Just a note on diesel before we turn to the operations.

Again, we experienced no disruption to fuel supply. Average diesel prices for the quarter were in line with $1.25 per liter in our cost guidance.

However, prices rose to around $1.60 per liter in September. And with a 1-month pricing lag, we expect that flow -- that increase to flow through to FOB costs from October.

On a run rate basis, just to give you some guidance, that $0.35 increase equates to about $1 per tonne at Onslow Iron, $2 per tonne at the Pilbara Hub and about $20 per tonne SC6 at our lithium sites. Regardless if diesel prices stay at this level, we still expect FY '27 FOB cost to remain within guidance at every operation with Mt Marion at the upper end of its range.

More on this shortly. As a reminder, Mining Services margins are not affected by diesel prices, and this is because fuel cost is generally passed through to or supplied by the client.

Turning to Mining Services. Quarterly production volumes were up 10% from the prior quarter with a record 103 million tonnes.

This was driven by the ramp-up of Bald Hill and the Pilbara Hub as well as increased strip activity at Mt Marion. We also commenced a new external contract for ore sorting, renewed 2 existing crushing contracts and completed 2 contracts in the quarter, and we remain on track for FY '27 guidance of between 370 million to 390 million tonnes.

In the Iron Ore division, Onslow Iron produced a record 10.3 million tonnes in the quarter, up 17% on the prior quarter on a 100% basis. We saw shipments from Onslow Iron at 9.2 million tonnes on a 100% basis, which is an annualized run rate of approximately 36.9 million tonnes.

Attributable shipments were 5 million tonnes or 54% of the total compared to a 57% equity share, and that simply reflects shipment timing. Onslow Iron is tracking to guidance despite some unseasonable weather and a 7-day impact due to maintenance at the port in load circuit earlier in the period.

Once the circuit returned to service, September was the project's highest export month on record at 3.49 million tonnes, surpassing the previous record set in June. The 7th transhipper was commissioned in August and with 7 transhippers now in the fleet, 1 vessel can rotate through scheduled maintenance while 6 remain in operation, and that gives us the flexibility and redundancy we were targeting.

The first part of the dredging campaign at the Port of Ashburton is complete. Works will resume in mid-November, and they're expected to be complete by the end of the December quarter.

We expect only minimal impact on volumes. Realizations in the quarter were solid at 86% of the Platts 61% index and FOB cost was $53 per tonne, below the lower end of our $54 to $58 per tonne guidance range.

Again, we maintain FY '27 FOB cost guidance despite current elevated diesel pricing. At the Pilbara Hub, production was 3.2 million tonnes.

That's up 55% on the prior quarter, and we shipped 2.9 million tonnes. Lamb Creek successfully transitioned from commissioning to full operations with all major construction complete.

I just want to point out, Lamb Creek is a great demonstration of our in-house engineering and construction capability to deliver at speed. We only broke ground at the site in December '25.

Realizations in the quarter were 84% of the Platts 61% index, supported by higher lump weighting. FOB costs were $75 per tonne, in line with guidance of $74 to $79 per tonne.

In lithium, sales were a record 170,000 tonnes SC6, up 8%. The average realized price was USD 1,873 per tonne SC6.

That's down 23%, impacted by the sharp fall in lithium prices in September. For context, as most of MinRes' lithium sales are made on spot market, our realized prices move ahead of the lagging indices.

That means realizations fall earlier than the indices in a falling market like September, and we've tended to outperform the indices when prices are rising. In addition, average realized prices would have been 2% higher, excluding prior period adjustments.

Disciplined cost control remains a priority, as you've seen across all of our sites as we navigate market conditions through the cycle. At Wodgina, sales were 90,000 tonnes SC6 and all 3 trains operated continuously.

That lifted production by 9%. Stage 3 ore became available in the quarter and recoveries improved to 70%.

We expect more consistent clean ore supply in the second half. FOB cost was down to $674 per tonne SC6 within guidance.

Mt Marion, this is a transitional year for Mt Marion with volumes moderating as we open up the Northern pits. We expect FOB costs to be higher, reflecting lower volumes and recoveries.

Stripping activity will be elevated this year before the strip ratio decreases in FY '28 as underground feed is incorporated. Construction of the flotation plant has commenced and earthworks are on track.

Macmahon also mobilized to site in July and blasting of the underground decline has commenced. In the quarter, the opening of the Northern pits lifted the strip ratio.

We also had a higher proportion of lower-grade contact ore, which reduced recoveries to 52%. Sales totaled 58,000 dry metric tonnes SC6 equivalent basis.

FOB cost was $1,029 per tonne SC6, marginally above the top of our full year guidance range of $960 to $1,020. Reflecting the Q1 result, we expect the FY '27 FOB cost to be at the upper end of guidance as we expect recoveries to improve marginally.

At Bald Hill, we continued its ramp-up in the quarter and is on track to nameplate of 140,000 tonnes SC6 this quarter. FOB cost of $1,498 per tonne SC6, reflects a low volume ramp-up quarter, and we expect the full year to land within the guidance range of $1,000 -- sorry, $1,150 to $1,250.

In closing, this was a strong start to FY '27, and it built on our operational performance in FY '26. We delivered records across mining services volumes, iron ore production and lithium sales.

FY '27 guidance is maintained for every division. Liquidity is higher and net debt lower.

The quarter showed the resilience of our diversified model with mining services as its foundation. With our strong liquidity and leverage positions, we're well positioned to capitalize on the large pipeline of opportunities in front of us.

With that, I'll hand back to Lumi to facilitate questions. Thanks.

Can I ask about the Mining Services division? Obviously, a strong start to the year, running at over 400 million tonnes annualized.

I'm wondering if there's anything in particular that changes over the remainder of the year to, I guess, bring things back into that guidance range. You called out that 2 contracts were completed during the quarter.

Are they sort of material enough to move things back into the range? Or should we assume that if things broadly stay as they are, that you're tracking towards the top end of that guidance range or perhaps even better given potential contract wins, et cetera?

Thanks for your question, Matt. It's Darren.

Listen, Mining Services benefited from additional mining activity at Mt Marion, Pilbara and Bald Hill through the quarter. So we do expect second half volumes to be lower.

That being said, we also expect to hold our guidance. So the mining activity reduces.

We've got some seasonality at Onslow that we're forecasting forward. So look, we're maintaining guidance.

I wouldn't be taking our first quarter results and multiply that by 4.

And then maybe, I guess, a similar kind of question on Onslow. Obviously, a very strong month of September, 42 million tonnes per annum annualized just from that month alone after the maintenance.

Again, is that sort of evidence of the creep through the system there with now having 7 transhippers online, maybe some improvement works done at the port during that maintenance period. Yes, how kind of embedded is that sort of run rate?

Or is that just indicative of a sprint capacity at a single point in time during the month of September?

Minerals are performing well. We've got 7 transhippers, as Mark said, with 6 always operating.

So we now have the flexibility that we've been communicating. We have record shipments in September and we've had some unseasonal weather up there today, a bit of maintenance at the port, as we said.

So look, we're focused on sweating those assets to 40 million tonnes per annum. We're moving into the cyclone season.

We've got that seasonal weather in front of us. So look, again, we're maintaining guidance there, Matt.

I've got 2. I'll probably start with the Pilbara Hub first and go to Wodgina second.

Just on the Pilbara Hub, I note that you had a higher lump mix in the sales this period as well versus '25, which is your guidance, and that obviously led to a better pricing result or rather an in-line pricing result with Onslow. So I guess my question is, firstly, why was the realization on the fines product so much worse than Onslow?

And then the second part of this question is just around the profitability of this business. Like obviously, in the current market with high freight rates, on a cash basis, the business is losing, but you're obviously gaining tonnes in the mining services business.

And depending on how you allocate sustaining capital, I'm sure you're solving for that. You're generating a result for the business.

I just want to understand like where is the breakpoint for that? And do you have sort of a view you can provide us as to how we should think about these volumes?

That's the first one. I'll come back with an easier one on Wodgina second.

Thanks for the question, Rahul. Look, you're spot on.

The Pilbara Hub's margin on spot prices, we do see good cost curve support where we're at the moment. Lamb Creek was developed in 9 months.

We've got lower cost and more lump. You're right, Mining Services delivers about 55 million tonnes per annum in volumes on top of that.

We've got considerable strategic value or option value in the Central Pilbara that we're working on. And I suppose that's where we're focused on maximizing our long-term returns.

We do expect 35% in terms of our lump returns for the rest of the financial year. It is better than expected.

And so 35% is the number for lump at the moment.

Look, I'll move on to Wodgina. In terms of the recovery, quite a decent result at 70%.

And obviously, the cleaner ore feed is yet to come through. How should we think about that recovery once the ore quality improves?

Is there going to be a bit of upside there? Or have you had access to better ore already?

Like what's driving that result?

Look, thanks for the question. Look, we've been talking for some time about the clean ore feed, and it is starting to enter the 3 plants.

So we're running 3 trains consistently. The clean ore feed will continue through the back half of FY '26.

Wodgina is a world-class asset. Performance will continue to improve.

Recoveries at 70% with -- the team is certainly working on that and better. We just need to keep watching it, and we'll let you know when we know more.

We're studying low-risk, high-return expansion options as we've communicated. Wodgina is a great asset.

Just, Bald Hill, so I guess you decided to restart that asset when prices are in the mid-$2000 level versus let's say $1,600 today. What levers do you have there to pull?

I know that you're restarting the asset. I know the strategy has been to sell at spot, but doesn't make sense to lock in some offtake the other one.

What things can you flex?

Thanks for the question, Kate. It's Darren.

Look, you're right, it's marginal at today's prices. We're focused on costs.

We're on track to reach nameplate in Q2 out there. Bald Hill, we'll be ramping up in the first quarter.

Bald Hill contributed 25 million tonnes per annum to Mining Services that also sits in there similar to the Pilbara Hub story. And look, we're studying expansion options we spoke of previously.

So we don't -- we view it in the medium term, not the short term. At the moment, it's finishing ramp up, and we're moving at a steady state.

And then maybe following on from your Bald Hill expansion option comment. So Mark, you noted a large pipeline of opportunities in front of you in your opening remarks.

What are those key opportunities that you're thinking about here if you have to rank them organic options or inorganic?

Kate, so we think about the options in front of us in 3 senses. We're focused, as we've talked previously about these internal brownfields expansion opportunities that we're pursuing through the portfolio.

You know about the Marion opportunities that we're going through with underground and float. We've talked extensively about the options at Wodgina as well.

Darren has just touched on the expansion at Bald Hill. We see all sorts of optionality up in the Central Pilbara region with the supply chain that we've had up there for a long time and the operating experience and skills we have up there.

And as Darren said, we're stretching or sweating the tonnes at Onslow towards 40 million tonnes per annum. So we see that brownfields growth as being a priority, low risk, high return.

We see other opportunities through the market domestically in Australia. We're still working through a range of those with clients and prospective clients.

And then we've talked previously about options offshore. So there are the 3 rings that we think about.

But our primary focus at the moment is just delivering on those internal brownfield expansions.

Just had a few questions, please. First of all, in the FY '26 results conference call, you talked about potential pop-up opportunities in a joint venture with a shovel-ready project.

I just wanted to get an update on that, please, just in terms of where MinRes is at with in relation to that potential, I guess, transaction?

Yes. Thanks for the question, James.

Look, as we previously communicated, when Mark just outlined our strategy, we're assessing a whole bunch of projects, James. Copper is something we like.

First and foremost, we like it in Australia, but offshore opportunities is something we're looking at. Nothing is closed on any of those.

We're assessing them if they fit the capital allocation framework, if we can unleash the MinRes model, then we consider it. But at the moment, still a lot of assessment.

You had a strong operational performance in the quarter, which is great. But however, lower lithium prices were obviously a drag and you're selling on a spot basis prices, price is currently around USD 1,300 a tonne.

So how should we be thinking about prices in the December quarter? I mean they're obviously materially lower than the September quarter.

Just wondering what you think -- what's your views there on spot prices at the moment?

James, it's Mark. In terms of lithium pricing, we're still focused longer term on the fundamentals in the market.

We still see that demand growth expected to come through in future periods. CATL came out with its own estimate of demand increase 20% to 30% for next year.

We see inventories falling. So we see the fundamentals are there.

There is a lot of noise in the market. There are a lot of rumors that tend to move the price.

We're looking past that. We're focusing on the things we can control, which are costs and volume.

Look, just wondering if the current lithium market weakness is tempering your enthusiasm for any of the lithium expansions.

In terms of the expansion, we're just continuing to do the work on each of the assets. We're committed and underway on Marion, that's going to be a great outcome for that site.

That will drive our volumes up and our costs down, and we'll move to a single product of SC5. So there's a whole range of benefits for us continuing those expansion activities at Marion.

Wodgina is just a world-class asset, and we'll continue to work with the JV partner there to understand what those alternatives look like. Just remember that as we think about increasing volume on sites, that has the ability to bring costs down.

That's really what we want to see across our operations.

And the other one is, I can't help but ask this. I mean, is CMRG in the background looming with you guys?

Or have you escaped the rack at this stage?

Yes. We don't have any direct engagement or connection with CMRG.

Our volumes at Onslow, majority of those have been committed by Baowu as JV partner for its own mills. We only have small volumes in our iron ore business that are traded in the open market.

So we're very small in the context of production out of Australia.

Just wanted to clarify the dredging on Onslow. Is that just the pre-existing berth pocket?

Or is it the channel? Or are you putting in an expanded berth pocket, so you can get another transhipper in while one is still there?

Yes. It's Darren, Glyn.

Yes, it's preexisting. It's in the current channel, and it's essentially maintenance dredging.

If you want to look at it like that, it happens periodically. And so yes, existing pocket, not expansion work.

Okay. Because there was the ability wasn't there to maybe make the pocket bigger and bring a transhipper in while one is there, that's not contemplated at all to maybe help a little -- squeeze a little bit more through the port?

Look, certainly, we've got a range of studies about what Onslow could look like in the future. And as we've previously discussed, that's one of them.

But at the moment, we're focused on sweating that asset. We're not progressing any of those activities at this stage.

That makes sense. And then the sell-down to POSCO, I mean, it's been dragging on.

Is this still -- like -- what are we still waiting for now? Is it just like one outstanding?

And is it POSCO who haven't submitted paperwork? Just trying to understand what's taking so long.

Glyn, it's Mark. There are still a couple of things outstanding.

There's still a number of CPs that have to be resolved, including some third-party consents. So we just need to get those finalized.

But as I said, we expect that this half.

Mark, first one for you, please. I just want to interrogate the cash flow and the capital allocation a little bit further.

Still got $4.1 billion of net debt in a falling commodity price environment and noting that the cash only lifted by about $170 million during the quarter, which was boosted by land sales of, call it, $50 million and $32 million proceeds from the carry loan. Obviously, you had the dividend flowing out and the $300 million of CapEx going out, but no working capital movements and no coupons on your debt facilities either.

So I'm just interested in the relatively weak cash that was added to the balance sheet despite the strong operating performance and if there was anything else lumpy in there to explain that? And secondly, just whether those unsuccessful Pilbara gas carbon -- gas wells are included in the CapEx or the expense?

Ben, in terms of the cash and the balance sheet, look, we're very happy with the position we're in. We've shown over the last 12-plus months, the ability to de-lever.

I point out that one of the ratings agencies just upgraded us because of their view on how we're performing with the balance sheet. In terms of leverage, it's well below our target.

Our liquidity is sitting at $2.5 billion. We are generating cash.

Our first maturity is October '28. I think the 2 refis that we did last year or over the last 12 months demonstrates the support we have from our debt partners.

So I'm comfortable with where we are. I am comfortable with where we are.

So just confirming there was nothing else particularly lumpy in the quarter to take into account and just on the gas wells, whether they were in the CapEx bucket or the expenses bucket?

Yes. So they've been held in CapEx at the moment, but we'll review that as we get to the balance state.

Obviously, both unsuccessful. Just moving to Wodgina and the growth projects there, you were looking at from memory, additional grinding capacity, maybe the installation of a ball mill at the front end.

And the second project was the potential fourth concentrator. So just wondering if you can provide a little bit further detail about the projects that are currently being assessed by the studies and whether that's included in the current fiscal '27 CapEx guidance?

Ben, it's Darren. Thanks for the question.

Look, you're spot on with the 2 upgrades you just spoke of. So those are still a work in progress expected to be completed in Q3.

We previously said the upgrades are not mutually exclusive. We can do them both do one at a time depending on what the market says, what -- we haven't engaged with our JV partners out there in terms of what does it look like and when do we move and make decisions on those.

But Q3 is when we'll have enough information to make that assessment.

Just can you remind us of the carrying value of the Perth Basin JV? Are there any implications we should be thinking about given Hancock has withdrawn from that?

Yes, there's no real value and -- no carrying value in terms of Perth Basin JV. No real implications from that decision of Hancock.

And then my second question is just around just the costs associated with the transhipper maintenance. How will that be treated?

And can you sort of quantify that? Is it material in any way, shape or form?

Yes. It's not material in any.

It's factored into the Mining Services margins. We expense it and it's all taken into account in our planning for our Mining Services operations.

Two questions from me. So just firstly, I just wanted to unpack a little the Mining Services growth piece into copper.

I'm just interested in how you think around the trade-offs around maybe taking a sort of a lower risk incremental approach, getting a few contracts in CSI versus a more structural taking equity in an asset and then coupling that with potentially life of mine contracts. I mean how do you weigh that up?

And then secondly, just on jurisdiction, obviously, defining feature of you guys is your culture, but new jurisdictions, just interested in how you think about those and the potential to replicate the successful culture in some of those new jurisdictions. I'll come back with the second question.

Look, to answer the first question there, Lachlan, our capital allocation framework, which we've already set out sort of defines where we need to be in terms of returns and the like. We've communicated previously that South America is a region we like.

So from a jurisdiction perspective, we like South America, we like Chile. But the work has got to be done in terms of everything you'd expect to do in terms of working in the country in those regions.

So capital allocation framework will define whether we do Australia project onshore and onshore is our first and foremost in terms of our strategy. And if it's offshore, then we discount things such as jurisdictions, such as whether it's in copper, whether it's in iron ore.

There's a bunch of framework that we set up to say, well, is it right for us? And can we deploy the MinRes model and can we win.

Thanks, Darren. Second question for me.

So just Onslow, obviously, pretty pleasing to see the run rate in September. But when you think about sweating towards 40 million tonnes per annum and maybe even beyond, can you just remind us what are the biggest opportunities you see in front of you?

Is it autonomous trucks? Is it more debottlenecking at port?

And how should we think about timing on those -- on that sort of potential pathway?

Look, you can see that the run rates we achieve, we hit the mark in terms of 40 million tonnes per annum regularly. It's really about that consistency, right?

So we've got weather that's largely out of our control, but we've got a lot of historical data that feeds into what it is we do. So look, understanding the seasonality, TSV, the system is designed that the ship loader is the bottleneck, right?

So we've been doing a lot of work around the ship loader, how do we increase throughput through the ship loaders through the reclaimer and how do we utilize our TSV. So the 7 TSVs gives us the sprint capacity we've been looking for.

It allows us to do the maintenance on the cycle times that we've been looking for. So look, focusing on sweating those assets to 40 million tonnes per annum really evolves around how we utilize the transhippers and how we manage the sea states.

Thanks for the opportunity for some further questions. I really just wanted to follow up on some of the earlier questions on the potential for further lithium volume expansion.

And Mark, obviously, you discussed the sort of medium- to long-term fundamental outlook in the lithium market. And obviously, you're looking to progress the expansion works at Wodgina in terms of kind of detailed design works in the current quarter.

So I'm wondering how you internally and also in collaboration with your JV partners, including POSCO, how you assess market conditions and pricing before committing to bringing on that further volume? I mean I'd suggest that your capital intensity is probably lower relative to some of the other expansion projects that are out there in the market.

So maybe the price that you need to deliver attractive returns is arguably lower than some of the peers. But yes, are there any sort of thresholds in terms of what you need to be seeing in the market when assessing the timing of investing in further expansion?

Do you have a sort of floor price in your analysis in terms of what you need to see in order to clear your hurdle rate? And I guess, do your JV partners think about the market in the same way in terms of the timing of being able to commit to further expansions?

Thanks for the 25 questions. I'll try to remember half of them.

Apologies for that.

No, no, it's all good. You've highlighted one of the important points actually in your question, that is that our capital intensity is significantly lower than others when we look at these opportunities.

And that's one of the great advantages of our model. It's a result of decades of operating in Western Australia doing what we do.

And the other thing that it gives us is a high level of confidence when we come to do the work. So when we do the work, we've got a high level of confidence that the work will be delivered for the price that we report because we self-perform.

So that gives us a high level of confidence when we do our analysis. As it happens, the sorts of opportunities that we're looking at are all generating or all projected to generate very high returns even at conservative commodity prices.

You won't be surprised to know that we assess on a range of scenarios. We work on those internally.

We tend to take conservative view on commodity prices, particularly for something like lithium where there has been a little bit more volatility in it. So we try to think through things like that.

I hope that gives you a bit of a sense of it. But they are JVs as you've identified, and we just need to keep working with our joint venture partners, and we'll update the market if and when we make those decisions to proceed.

Thanks, Mark. I think that addressed most of the 25 questions, thanks.

Mark, I just wanted to explore the copper opportunity a little bit more. Do you see this as a fee-for-service perhaps in terms of design and build?

Or do you envisage you having to put your balance sheet into this project? And if so, how much would you feel comfortable spending given, I guess, the current balance sheet debt level like POSCO is going to come in obviously soon, but the current pricing environment.

Just trying to understand how you're thinking about it? Like is it a fee-for-service?

Or are you actually going to have to put your balance sheet in and get equity back?

Glyn, it's Darren. Look, we're certainly -- if we're going to -- typically, we want to take equity, we want to earn in.

How we do that, as you've seen over the years, there's many, many ways we've done that. We need Mining Services to be a key part of it.

We need build and operate to be a key part of it. And we need -- and I keep talking about we need to unleash the model, right?

So we need to -- MinRes needs to be able to win and winning is delivering Mining Services volumes, delivering the Mining Services model and using the unique skill set we have to deliver to earn our way into these projects using that MinRes currency to enable us to deliver the returns we're looking for. So probably not really answering your question, but we need to unleash the model, and we need to maintain Mining Services at the front of all those conversations.

Glyn, it's Mark. I'll just come in with -- in addition to what Darren just said, I guess the business capability that we have gives us a lot of flexibility in the way that we approach any opportunity.

Ideally, we want to partner with parties where we can bring our build and operate design and engineering solutions to the table. Fundamentally, we need to target a minimum 20% after-tax IRR.

But, you know...

I guess...

What I'm describing there, Glyn, is our approach generally. I'm not talking about specific opportunity here.

I totally understand. And I guess any opportunity that came your way because it sounds like you would put your balance sheet into it.

This would be all be incremental to the '27 CapEx guide and obviously extend into '28 most likely.

Yes. Look, we don't have anything in the guidance that we've given for '27 for investment of any of that sort of nature.

If we were to proceed with any sort of opportunity, you can assume that there'd be CapEx that would be extended over a period of time. It wouldn't be necessarily lump sum upfront.

But again, I'm talking very speculative here.

But is there a sense of like what the upper limit would be we could see this opportunity cost us?

Not going to put a number on anything like that, Glyn. We'll assess it at the time in the context of our balance sheet at the time and the state of the business.