COMPASS MINERALS INTERNATIONAL INC – 10-Q – Management’s Discussion and Analysis of Financial Condition and Results of Operations

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All statements, other than statements of historical fact, contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

  Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: domestic and international general business and economic conditions; uninsured risks and hazards associated with underground mining operations; losses for acts of nature which may not 

be

 fully reimbursable through our insurance carriers; the timing of any insurance reimbursements may not correspond to the period in which the loss was incurred; governmental policies affecting the agricultural industry, consumer and industrial industry or highway maintenance programs in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's products and the price or availability of transportation services; capacity constraints limiting the production of certain products; the ability to attract and retain skilled personnel as well as labor relations including without limitation, the impact of work rules, strikes or other disruptions, wage and benefit requirements; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving and renewing required governmental and regulatory approvals; the impact of new technology on the demand for our products; market acceptance issues, including the failure of products to generate anticipated sales levels; the effects of and changes in trade, monetary, environmental and fiscal policies, laws and regulations; the impact of the Company's indebtedness and interest rates changes; foreign exchange rates and fluctuations in those rates; the costs and effects of legal proceedings including environmental and administrative proceedings involving the Company; customer expectations about future potash market prices and availability and agricultural economics; the impact of credit and capital markets, including the risks of customer and counterparty defaults and declining credit availability; changes in tax laws or estimates; cyber security issues; and other risk factors reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") as updated quarterly on Form 10-Q.  In some cases, you can identify forward-looking statements by terminology such as "may," "might," "will," "should," "could," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.  Unless the context requires otherwise, references in this quarterly report to the "Company," "Compass," "Compass Minerals," "CMP," "we," "us" and "our" refer to Compass Minerals International, Inc. ("CMI", the parent holding company) and its consolidated subsidiaries.  

Critical Accounting Estimates

  Preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Management's Discussion and Analysis and Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2013, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management's estimates.  Results of Operations  Salt Segment  Salt is indispensable and enormously versatile with thousands of reported uses. In addition, there are no known cost-effective alternatives for most high-volume uses. As a result, our cash flows from salt have not been materially impacted through a variety of economic cycles. We are among the lowest-cost salt producers in our markets because our salt deposits are high-grade quality and among the most extensive in the world, and because we use effective mining techniques and efficient production processes.  Since the highway deicing business typically accounts for nearly half of our annual sales, our business is seasonal; therefore results and cash flows will vary depending on the severity of the winter weather in our markets.  Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of the Company's salt segment sales.  Our deicing sales are seasonal and can fluctuate from year to year depending on the severity of the winter season weather in the markets we serve.  Inventory management practices are employed to respond to the varying level of sales demand which impacts our production volumes, the resulting per ton cost of inventory and ultimately profit margins, particularly during the second and third quarters when we                                        18 --------------------------------------------------------------------------------   Table of Contents build our inventory levels for the upcoming winter and earnings are typically lower than the first and fourth quarters.  We assess the severity of winter weather compared to recent averages, using official government snow data and comparisons of our sales volumes to historical trends and other relevant data. In the first quarter of 2013, the frequency of winter weather events was near average in our served markets and favorably impacted our sales and operating earnings especially in relation to the very mild winter weather experienced in the first quarter of 2012.  Winter weather was significantly milder than average and unfavorably impacted our sales and operating earnings in the first quarter of 2012.  Weather affects our highway and consumer and industrial deicing salt sales volumes and resulting gross profit, and it also impacts our inventory levels, which influence production volume in periods following the winter, the resulting cost per ton, and ultimately our profit margins.  During 2012, a mild winter weather season in our markets resulted in lower production needs in 2012. 

Lower production volumes in the latter half of 2012 were also a result of a strike by miners at our Goderich, Ontario mine during the third quarter of 2012.

  The lower production resulted in higher per-unit production costs for the inventory produced in 2012 which significantly impacted our margins in the first quarter of 2013 when the majority of this inventory was sold.  In addition, we incurred additional costs and other losses associated with the Goderich tornado primarily through 2012 when the remaining tornado-impacted finished goods inventories were sold and other losses and costs associated with the tornado ceased to be incurred.  In August 2011, a tornado in Goderich, Ontario struck our salt mine and our salt mechanical evaporation plant.  There was no damage to the underground operations at the mine.  However, some of the mine's surface structures and the evaporation plant incurred significant damage which temporarily ceased production at both facilities.  We resumed production and shipping activities, on a reduced basis, at the Goderich mine in September 2011 and regained full hoisting capability in April 2012. However, some repairs and reconstruction activities are needed to fully restore the damaged surface structures and long-lived operating assets.  The evaporation plant resumed limited activities in September 2011 and reached full capability by the end of the first quarter of 2012.  We expect to be fully reimbursed by our insurers for the replacement and repair costs for our property, plant and equipment and associated clean-up costs incurred. We received $18.5 million and $25.0 million of insurance advances in the first six months of 2013 and 2012, respectively.  Since the tornado occurred, we have received insurance advances totaling $81 million.  We recorded approximately $0.2 million and $1.1 million in the second quarter of 2013 and 2012, respectively and approximately $1.0 million and $7.0 million in the first six months of 2013 and 2012, respectively, related to the insurance advances received as a reduction to salt product costs in the consolidated statements of operations to offset recognized impairment charges and site clean-up and restoration costs.  The actual insurance recoveries related to the replacement cost of property, plant and equipment are expected to exceed the net book value of the damaged property, plant and equipment and the related impairment charges.  We also will have a substantial business interruption claim to offset lost profits and to offset certain additional expenses incurred related to the ongoing operations.  We estimate that the effects from the tornado were immaterial in the first six months of 2013 and were approximately $3 million and $17 million in the three and six months ended June 30, 2012, respectively.  To date, the Company has estimated total losses of more than $35 million resulting from the effects of the tornado. We believe our losses, including the impact of estimated lost sales, lost production and additional expenses that have been incurred related to the tornado will be substantially covered by the Company's insurance policies as business interruption losses.  However, the amount of actual business interruption recoveries may differ materially from our current and future estimates.  We do not expect to incur any additional business interruption costs. Any insurance recoveries related to business interruption will be recognized as a reduction to product cost in the consolidated statements of operations when the insurance claim has been settled.  The Company has not recognized any reduction to product cost from insurance recoveries related to estimated business interruption losses.  We also incurred significant amounts of capital expenditures during 2012 and the first six months of 2013 to replace and, in some instances, improve property, plant and equipment damaged or destroyed by the tornado.  We estimate we will spend significantly less during the last half of 2013, as compared to the prior year, to complete the replacement of all property, plant and equipment damaged or destroyed by the tornado.  Capital expenditures to replace damaged property, plant and equipment will result in an increase in depreciation expense in future periods.  

Specialty Fertilizer Segment

Our sulfate of potash ("SOP") product is used in the production of specialty fertilizers for high-value crops and turf. Our domestic sales of SOP are concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients, such as SOP.

Consequently, weather patterns and field conditions in these locations can impact the amount of specialty fertilizer sales volumes. Additionally, the demand for and market price of SOP is affected by the broader potash market.

  The potash market is influenced by many factors such as world grain and food supply, changes in consumer diets, general levels of economic activity, governmental food programs, and governmental agriculture and energy policies around the world.  Economic factors may impact the amount or type of crop grown in certain locations, or the type of fertilizer product used.  High-value or chloride-sensitive crop yields and/or quality are generally lower when potassium chloride ("MOP" or "KCl") is used as a potassium nutrient, rather than SOP. Market prices for MOP are above historical levels though below the historic-high prices seen at the end of 2008.  These same factors have similarly influenced SOP market pricing, which has historically been sold at prices above MOP market pricing.  We expect SOP pricing to retain a premium to MOP although as MOP pricing increases, the size of the premium tends to decrease.  

Our SOP production facility in Ogden, Utah, the largest in North America and one of only three SOP solar brine evaporation operations in the world, utilizes naturally occurring brines in its production process. Since our production process relies on

                                       19 --------------------------------------------------------------------------------   Table of Contents solar evaporation during the summer to produce SOP at our Ogden facility, the intensity of heat and relative dryness of the weather conditions during that time impacts the amount of solar evaporation which occurs and correspondingly, the amount of raw SOP mineral feedstock available to convert into finished product.  During the summer of 2011, unusual localized rains and cooler weather, especially early in the summer, slowed the summer solar evaporation process at this operation, when compared to more-typical weather, reducing the amount of precipitated minerals over the solar season, which are the raw materials utilized to produce SOP.  The reduced minerals deposited decreased SOP finished goods production volumes from our solar ponds primarily in 2012, and increased per-unit production costs accordingly.  Due to this lower raw material solar pond harvest, we purchased and consumed higher-cost potassium mineral feedstock for SOP production in 2012. The higher per-unit production costs for the inventory produced in 2012 significantly impacted our margins in the first quarter of 2013 when the remaining inventory produced in 2012 was sold.  In the 2012 solar evaporation season, the weather was more typical than during the 2011 season.  Therefore, we achieved a better-than-historical deposit of raw materials from which we produce our finished SOP, and significantly more than the same period of 2011's solar season.  These raw materials are being utilized to produce SOP primarily in 2013. In the first quarter of 2013, our SOP production facility in Ogden experienced operational issues which impacted the process that converts these raw materials to finished goods.  During the second quarter of 2013, the Ogden facility began operating at more consistent levels of output but at production volumes which were lower than the anticipated design capacities of the expansion.  We now expect the current solar-pond based effective capacity for the Ogden facility to be from 300,000 to 320,000 tons annually.  General  Our North American salt mines and SOP production facilities are near either water or rail transport systems, which reduces our shipping and handling costs when compared to alternative methods of distribution, although shipping and handling costs still account for a relatively large portion of the total delivered cost of our products.  Future period per-unit costs will continue to be influenced by oil-based fuel costs, a significant component of shipping and handling costs.  Shipping and handling costs on a per ton basis for the six months ended June 30, 2013 were lower in both our salt and specialty fertilizer segments when compared to those experienced in the first six months of 2012.  Manpower costs, energy costs, packaging, and certain raw material costs, particularly KCl, which can be used to make a portion of our deicing and water conditioning products, are also significant.  Our production workforce is typically represented by labor unions with multi-year collective bargaining agreements.  Our energy costs result from the consumption of electricity with relatively stable, rate-regulated pricing, and natural gas, which can have significant pricing volatility. We manage the pricing volatility of our natural gas purchases with natural gas forward swap contracts up to 36 months in advance of purchases, helping to reduce the impact of short-term spot market price volatility.  The market price for KCl increased significantly in recent years, causing continued price increases under our supply contracts.  We have continued to purchase KCl for certain water conditioning and consumer deicing applications at higher prices, which increased input costs.  Our SOP production facility in Saskatchewan, Canada purchases KCl under a long-term supply agreement, which is not based upon the market price of KCl.  One of the production methods uses the brine of Big Quill Lake, which is rich in sodium sulfate, and adds the purchased KCl to create high-purity SOP.  The consolidated financial statements have been prepared to present the historical financial condition and results of operations and cash flows for the Company which include our salt segment, specialty fertilizer segment, our records management business and unallocated corporate activities.  The results of operations of the records management business and other incidental revenues include sales of $2.4 million in both the three months ended June 30, 2013 and 2012 and $4.6 million and $4.9 million for the six months ended June 30, 2013 and 2012, respectively, and are not material to our consolidated financial statements and consequently, are not included in the table below.  The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the accompanying notes included elsewhere in this quarterly report.                                        20

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  Table of Contents                                           Three Months Ended           Six Months Ended                                                June 30,                    June 30,                                           2013          2012          2013          2012    Salt Sales (in millions)    Salt sales                          $    127.3$   119.9$   454.8$   374.2

Less: salt shipping and handling 35.7 36.8 144.8 122.8

    Salt product sales                  $     91.6$    83.1     $   

310.0 $ 251.4

Salt Sales Volumes (thousands of

   tons)    Highway deicing                          1,157         1,101         5,515         4,205    Consumer and industrial                    502           493         1,037           999    Total tons sold                          1,659         1,594         6,552         5,204 

Average Salt Sales Price (per

   ton)    Highway deicing                     $    47.59$   45.39$   55.27$   54.94    Consumer and industrial                 143.96        141.72        144.69        143.29    Combined                                 76.77         75.20         69.42         71.90 

Specialty Fertilizer ("SOP")

Sales (in millions)

    SOP sales                           $     44.1$    56.2     $    

98.1 $ 114.7

    Less: SOP shipping and handling            4.6           6.1          

10.8 13.6

    SOP product sales                   $     39.5$    50.1     $    

87.3 $ 101.1

SOP Sales Volumes (thousands of

    tons)                                       69            91           157           187 

SOP Average Price (per ton) $ 638$ 612$ 625$ 612

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Sales

  Sales for the second quarter of 2013 of $173.8 million decreased $4.7 million, or 3% compared to $178.5 million for the same quarter of 2012. Sales primarily include revenues from the sale of our salt and specialty fertilizer products, or "product sales," as well as revenues from our records management business, and shipping and handling costs incurred to deliver salt and specialty fertilizer products to our customers.  Shipping and handling costs decreased $2.6 million from $42.9 million in the second quarter of 2012 to $40.3 million in the second quarter of 2013 due primarily to lower specialty fertilizer sales volumes in the second quarter of 2013 when compared to same period of 2012 and lower per-unit salt shipping and handling costs for the second quarter of 2013.  Product sales for the second quarter of 2013 of $131.1 million decreased $2.1 million compared to $133.2 million for the same period in 2012, principally reflecting lower specialty fertilizer segment product sales partially offset by higher salt segment product sales.  

Salt product sales for the second quarter of 2013 of $91.6 million increased $8.5 million, or 10% compared to $83.1 million for the same period in 2012.

The

 increase in the second quarter of 2013 was due primarily to higher sales volumes, which contributed approximately $5 million to the increase in product sales.  Salt sales volumes in the quarter increased by 65,000 tons from 2012 levels principally due to higher sales of rock salt and specialty deicing products in our highway business particularly in the U.K which was partially offset by lower sales of rock salt to our chlor-alkali customers.  In addition, during the second quarter of 2013, we realized average selling price improvements in our salt segment, which were principally the result of changes in customer mix for highway deicing and improvements in market prices for consumer and industrial products.  Specialty fertilizer product sales for the second quarter of 2013 of $39.5 million decreased $10.6 million, or 21% compared to $50.1 million for the same period in 2012.  This decrease was due primarily to a 22,000 ton (24%) decrease in sales volumes in the second quarter of 2013 when compared to the prior year, which resulted from constrained inventory availability on lower than expected output from our primary specialty fertilizer production site in Ogden.  The decline in sales volumes contributed approximately $11 million to the decrease in specialty fertilizer product sales.  However, our average per-ton market price increased 4% in the second quarter of 2013 to $638 per ton, which partially offset the decrease in specialty fertilizer product sales volumes.  

Gross Profit

  Gross profit for the second quarter of 2013 of $41.9 million increased $3.4 million, or 9% compared to $38.5 million in the second quarter of 2012 due to an increase in the gross profit in the salt segment.  As a percent of total sales, 2013 gross margin increased by two percentage points, from 22% in the second quarter of 2012 to 24% in the second quarter of 2013.                                        21 --------------------------------------------------------------------------------   Table of Contents The gross profit for the salt segment increased partially due to higher highway deicing sales volumes and the impact of an improved customer mix which increased average selling prices in the second quarter of 2013 when compared to the same period in the prior year.  The second quarter of 2012 was impacted by higher per-unit salt costs as a result of the effects of a tornado which struck our salt mine and salt mechanical evaporation plant, both located in Goderich, Ontario in August 2011.  We identified approximately $3 million of estimated losses incurred in the second quarter of 2012 that we believe qualify as recoverable business interruption losses.  Any insurance recoveries related to business interruption will be recognized in "product cost" in the consolidated statements of operations when the insurance claim has been settled.  In addition, we recorded approximately $0.2 million and $1.1 million in the second quarter of 2013 and 2012, respectively, of clean-up and restoration costs, which were offset by $0.2 million and $1.1 million of expected insurance recoveries. The increase in salt gross profit was partially offset by higher average per-unit product costs partially due to unplanned downtime in 2013 due to a workplace accident during the second quarter.  The gross profit for the specialty fertilizer segment in the second quarter of 2013 was essentially flat with the same period in 2012 as the second quarter of 2013 was impacted by higher average selling prices and lower per-unit production costs which were offset by the impacts of lower sales volumes when compared to the same period of 2012.  The second quarter of 2012 was unfavorably impacted by higher per-unit production costs due to the impact on production of localized rains and cooler weather at our Ogden facility experienced in the summer of 2011 and the related higher costs associated with the use of purchased mineral feedstock to supplement the reduced pond-based SOP production.  

Selling, General and Administrative Expenses

  Selling, general and administrative expenses for the second quarter of 2013 of $27.2 million increased $4.2 million compared to $23.0 million for the same period of 2012.  The increase in expense is partially due to a restructuring charge related to a reorganization of the Company's management during the second quarter of 2013 of approximately $1.7 million.  As a result of the restructuring, we expect selling, general and administrative expenses will be moderately reduced in future periods.  We also incurred higher marketing and professional services expenses in the second quarter of 2013.  

Other (Income) Expense, Net

  Other income was $2.7 million for the second quarter of 2013 and other expense was $3.1 million for the second quarter of 2012.  The second quarter of 2012 includes a $2.8 million charge related to the refinancing of our term loans in May 2012, comprised of refinancing fees of $1.8 million and the write-off of existing deferred financing fees of $1.0 million.  Net foreign exchange gains were $2.4 million in the second quarter of 2013 and we incurred foreign exchange losses of $0.4 million in the second quarter of 2012.  

Income Tax (Benefit) Expense

  Income tax expense for the second quarter of 2013 was $2.4 million as compared to a benefit of $1.6 million for the second quarter of 2012 partially reflecting higher pretax income.  In the second quarter of 2012, we settled an income tax audit which resulted in a $3.0 million reduction to income tax expense.  Our income tax provision differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, domestic production activities deduction, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, and interest expense recognition differences for book and tax purposes.  

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Sales

  Sales for the six months ended June 30, 2013 of $557.5 million increased $63.7 million, or 13% compared to $493.8 million for the six months ended June 30, 2012.  Shipping and handling costs were $155.6 million during the first six months of 2013, an increase of $19.2 million compared to $136.4 million for the same period in 2012.  The increase in shipping and handling costs is primarily due to higher salt sales volumes in the first six months of 2013 when compared to the same period of 2012, which was partially offset by lower per-unit shipping and handling costs in the first six months of 2013.  

Product sales for the first six months of 2013 of $397.3 million increased $44.8 million, or 13% compared to $352.5 million for the same period in 2012, principally reflecting higher product sales in the salt segment and lower product sales for our specialty fertilizer segment.

  Salt product sales of $310.0 million for the six months ended June 30, 2013 increased $58.6 million or 23% compared to $251.4 million in the same period of 2012.  The increase in the first six months of 2013 was due primarily to higher salt segment sales volumes, which contributed approximately $60 million to the increase in salt product sales.  Salt sales volumes in the first six months of 2013 increased by approximately 1.3 million tons from 2012 levels as a result of higher highway sales volumes principally due to higher sales of rock salt and specialty deicing products and higher consumer and industrial volumes from consumer deicing products.  The increase in volumes was due to the near average winter weather experienced in the first quarter of 2013 when compared to the significantly milder than average winter weather experienced in the first quarter of 2012 in the markets we serve.                                        22 --------------------------------------------------------------------------------   Table of Contents Specialty fertilizer product sales of $87.3 million for the six months ended June 30, 2013 decreased $13.8 million, or 14% from $101.1 million during the same period in 2012. This decrease was due to a decrease in specialty fertilizer sales volumes, which resulted from constrained inventory availability on lower than expected output from our primary specialty fertilizer production site in Ogden. The decrease in sales volumes comprised substantially all of the decrease in SOP product sales.   In addition, our average market price increased slightly from $612 per ton in the first six months of 2012 to $625 per ton in the first six months of 2013.  Gross Profit 

Gross profit for the six months ended June 30, 2013 of $133.2 million increased $11.9 million, or 10% compared to $121.3 million for the same period in 2012.

  As a percent of total sales, 2013 gross margin decreased by one percentage point, from 25% to 24%.  The gross profit for the salt segment contributed approximately $18 million to the increase in gross profit due to higher salt deicing volumes which were partially offset by the impact of higher average per-unit salt product costs in the first half of 2013.  The higher per-unit costs were due to sales of salt inventory produced in 2012 resulting from lower production volumes in 2012 relating to the significantly milder than normal 2012 winter season and the strike by miners at our Goderich, Ontario mine in the third quarter of 2012.  We estimate that the effects from the tornado were immaterial in the first six months of 2013 and unfavorably impacted the first six months of 2012 by approximately $17 million.  Any insurance recoveries related to business interruption and any gains related to the replacement of property, plant and equipment will be recognized as a reduction to product cost in the consolidated statements of operations when the insurance claim has been settled.  We recorded $1.0 million and $7.0 million of asset impairment charges and clean-up and restoration costs in the first six months of 2013 and 2012, respectively, which were offset by $1.0 million and $7.0 million of expected insurance recoveries in the same respective periods.  The decline in specialty fertilizer segment gross profit of approximately $5 million in the first six months of 2013 was principally due to lower specialty fertilizer sales volumes which was partially offset by higher average selling prices in 2013 and higher 2012 per-unit production costs due to the impact on production of localized rains and cooler weather at our Ogden facility experienced in the summer of 2011 and the related higher costs associated with the use of purchased mineral feedstock to supplement the reduced pond-based SOP production.  

Selling, General and Administrative Expenses

  Selling, general and administrative expenses for the first six months of 2013 of $51.0 million increased $6.6 million compared to $44.4 million for the same period of 2012.  The increase in expense is partially due to a restructuring charge related to a reorganization of the Company's management during the second quarter of 2013 of approximately $1.7 million.  As a result of the restructuring, we expect selling, general and administrative expenses will be moderately reduced in future periods.  We also incurred higher marketing and professional services expenses during the first six months of 2013.  In addition, the change in expense is partially due to reduced variable compensation expense in the first quarter of 2012.  

Interest Expense

  Interest expense for the first six months of 2012 of $8.8 million decreased $0.7 million compared to $9.5 million for the same period in 2012. This decrease is primarily due to lower average interest rates on our outstanding debt, principally resulting from the refinancing of our term loans in May 2012.  

Other (Income) Expense, Net

  Other income of $3.1 million for the first six months of 2013 increased $7.8 million from expense of $4.7 million in the same period of 2012.  Net foreign exchange gains were $2.5 in the first six months of 2013 when compared to foreign exchange losses of $2.6 million in the same period of 2012.  In addition, the second quarter of 2012 includes a $2.8 million charge related to the refinancing of our term loans in May 2012, comprised of refinancing fees of $1.8 million and the write-off of existing deferred financing fees of $1.0 million.  

Income Tax (Benefit) Expense

  Income tax expense of $19.5 million for the six months ended June 30, 2013 increased $6.2 million from $13.3 million for the same period in 2012 partially reflecting an increase in pretax income in 2013.  In addition, we settled an income tax audit, that resulted in a $3.0 million reduction to income tax expense in the six months ended June 30, 2012. Our income tax provision differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, domestic production activities deduction, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, and interest expense recognition differences for book and tax purposes.  

Liquidity and Capital Resources

  Historically, we have used cash generated from operations to meet our working capital needs, to fund capital expenditures, to pay dividends and to repay our debt. Principally due to the nature of our deicing business, our cash flows from operations are seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year.  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 $125 million Revolving Credit Facility.  We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures                                        23 --------------------------------------------------------------------------------   Table of Contents 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.  Cash and cash equivalents of $196.4 million as of June 30, 2013 increased $96.3 million over December 31, 2012 resulting from operating cash flows of $175.8 million generated in the first six months of 2013.  We used a portion of those cash flows to fund capital expenditures of $55.5 million and to pay dividends on our common stock of $36.5 million.  As of June 30, 2013, we had $480.5 million of principal indebtedness consisting of $98.3 million 8% Senior Notes ($100 million at maturity) due 2019 and $382.2 million of borrowings outstanding under our Credit Agreement.  No amounts were outstanding under our Revolving Credit Facility as of June 30, 2013. We had $7.9 million of outstanding letters of credit as of June 30, 2013, which reduced our Revolving Credit Facility borrowing availability to $117.1 million.  Our debt service obligations could, under certain circumstances, materially affect our financial condition and impair our ability to operate our business or pursue our business strategies.  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 operating activities and own substantially all of our operating assets. The principal source of the 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 our Credit Agreement, including the total leverage ratio and interest coverage ratio, in order to make payments on our 8% Senior Notes or pay dividends to our stockholders.  We must also comply with the terms of our indenture, which limits the amount of dividends we can pay to our stockholders.  Although we are in compliance with our debt covenants as of June 30, 2013, we cannot assure you that we will remain in compliance with these ratios nor can we assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest payments on the 8% Senior Notes, when due. If we consummate an additional acquisition, our debt service requirements could increase. Furthermore, we may need to refinance all or a portion of our indebtedness on or before maturity, however we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.  We have been able to manage our cash flows generated and used across the Company to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S.  As of June 30, 2013, most of our cash and cash equivalents (in the consolidated balance sheets) was either held directly or indirectly by foreign subsidiaries.  Due in part to the seasonality of our domestic business, we experience large changes in our working capital requirements from quarter to quarter.  Typically, our working capital requirements are the highest in the fourth quarter and lowest in the second quarter.  When needed, we fund short term working capital requirements by accessing our $125 million revolving line of credit.  Due to our ability to generate adequate levels of domestic cash flow on an annual basis, it is our current intention to permanently reinvest our foreign earnings outside of the U.S.  However, if we were to repatriate our foreign earnings to the U.S., we may be required to accrue and pay U.S. taxes in accordance with the applicable U.S. tax rules and regulations as a result of the repatriation.  We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.  The amount of permanently reinvested 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 domestic and foreign subsidiaries are, to some extent, impacted by the values charged on the transfer of our products between them.  We calculate values charged on transfers based on guidelines established by the multi-national organization which publishes accepted tax guidelines recognized in all of the jurisdictions in which we operate, and those calculated values are the basis upon which our subsidiary income taxes, profits and cash flows are realized.  Some of our calculated values have been approved by taxing authorities for certain periods while the values for those same periods or different periods have been challenged by the same or other taxing authorities.  While we believe our calculations are proper and consistent with the accepted guidelines, we can make no assurance that the final resolution of these matters with all of the relevant taxing authorities will be consistent with our existing calculations and resulting financial statements.  Additionally, the timing for settling these challenges may not occur for many 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 impact the amount of earnings attributable to our domestic and foreign subsidiaries, which could impact the amount of permanently reinvested earnings and the tax-efficient access to consolidated cash on hand in all jurisdictions and future cash flows from operations.

  Canadian provincial tax authorities have challenged tax positions claimed by one of our Canadian subsidiaries and have issued tax reassessments for years 2002-2007.  The reassessments are a result of an ongoing audit and total approximately $68 million, including interest through June 2013.  We dispute these reassessments and plan to continue to work with the appropriate authorities in Canada to resolve the dispute.  There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts we have reserved for such disputes.  In connection with this dispute, local regulations require that we post security with the tax authority until the dispute is resolved.  We have agreed with the tax authority to post collateral in the form of a $33 million performance bond (including approximately $7 million of the performance bond which will be cancelled pro rata as the outstanding assessment balance falls below the outstanding amount of the performance bond) and make cash payments of approximately $42 million (including the $7 million of cash to be paid when a portion of the performance bond is cancelled).  Of these cash                                        24 --------------------------------------------------------------------------------   Table of Contents payments, we have paid $24 million and we have agreed to pay an additional approximately $2 million during 2013 with the remaining balance to be paid after 2013.  We will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by the Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.  In addition, Canadian federal and provincial taxing authorities have reassessed us for years 2004-2006 which have been previously settled by agreement among the Company, the Canadian federal taxing authority and the U.S. federal taxing authority.  We have fully complied with the agreement since entering into it and we believe this action is highly unusual.  We are seeking to enforce the agreement which provided the basis upon which our returns were previously filed and settled.  The total amount of the reassessments, including penalties and interest through June 30, 2013, related to this matter totals approximately $100 million.  We have agreed to post collateral in the form of approximately a $22 million performance bond and make cash payments of approximately $2 million during 2013.  We are currently in discussions with the Canadian tax authorities regarding the remaining required collateral of approximately $36 million necessary to proceed with future appeals or litigation.  

In August 2011, a tornado struck our salt mine and salt mechanical evaporation plant in Goderich, causing extensive damage to our property, plant and equipment; significant clean up costs; and interference with our operations.

  Losses caused by the tornado primarily affected our 2011 and 2012 consolidated financial statements and liquidity.  While we expect to be reimbursed for these losses by our insurance carriers, there can be no assurance that all losses will be fully or even substantially reimbursed.  In addition, we may not have been able to estimate the full amount of losses caused by the tornado.  In addition, we estimate that the effects from the tornado were immaterial in the first six months of 2013 and were approximately $17 million in the first six months of 2012.  We had approximately $10 million and $23 million of capital expenditures in the first six months of 2013 and 2012, respectively, due to the tornado. 

Business interruption losses and capital expenditures to replace or repair assets reduce cash flows available for other operating needs of our business.

  The amount of actual business interruption recoveries may differ materially from the Company's current and future estimates and the ultimate collection and timing of any insurance recoveries could materially impact our short-term or long-term financial position and liquidity. We received $18.5 million and $25.0 million of insurance advances in the first six months of 2013 and 2012, respectively.  We have also recorded an additional approximately $15.1 million and $18.0 million (including the impact of foreign exchange) as deferred revenue during the first six months of 2013 and 2012, respectively, in our consolidated balance sheets.  In total, the Company has received $81 million of insurance advances since the tornado and recorded approximately $51.9 million of deferred revenue in accrued expenses in its consolidated balance sheets as of June 30, 2013. Approximately $26.6 million of total insurance advances received has been recorded as a reduction to salt product costs in the consolidated statements of operations in 2011, 2012 and 2013 to offset recognized impairment charges and site clean-up and restoration costs.  

For the Six Months Ended June 30, 2013 and 2012

  Net cash flows provided by operating activities for the six months ended June 30, 2013 were $175.8 million, an increase of $60.3 million compared to $115.5 million for the first six month of 2012. We had a reduction in working capital items of $74.8 million in the first six months of 2013 compared to a reduction of $10.6 million in the first six month of 2012. These reductions provided a portion of our cash flows from operations, and reflect the seasonal nature of our deicing products and will vary largely due to the severity and timing of the winter weather in our sales regions.  Net cash flows used by investing activities of $41.2 million and $65.1 million for the six months ended June 30, 2013 and 2012, respectively, resulted from capital expenditures of $55.5 million and $64.4 million, respectively.  Our capital expenditures in 2013 include expenditures (including expenditures for improvements to our existing property, plant and equipment which are not fully reimbursable) for the replacement of property, plant and equipment damaged or destroyed by the tornado. The remaining capital expenditures were primarily for routine replacements. During the first six months of 2013, we received $11.9 million of insurance advances for investment purposes which partially offset the investing uses of cash.  Financing activities during the first six months of 2013 used $30.2 million of cash flows, primarily to make $36.5 million of dividend payments and $1.9 million of debt payments.  During the first six months of 2012, we used $33.4 million of cash flows, primarily to make $33.2 million of dividend payments and $2.0 million of debt payments.  These uses of cash during both periods were partially offset by proceeds received from stock option exercises.  

Sensitivity Analysis Related to EBITDA and Adjusted EBITDA

  Management uses a variety of measures to evaluate the performance of CMP.  While the 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 EBITDA adjusted for items which management believes are not indicative of our ongoing operating performance ("Adjusted EBITDA").  Both EBITDA and                                        25 --------------------------------------------------------------------------------   Table of Contents Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations due to our resource allocation, financing methods and cost of capital, and income tax positions which 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, and to evaluate potential acquisitions or other capital projects.  EBITDA and Adjusted EBITDA are not calculated under 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 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 in 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.  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.  The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).                                          Three Months Ended June 30,            Six Months Ended June 30,                                         2013                  2012              2013               2012 Net earnings                        $        10.6         $         9.5     $       57.0$       49.4 Interest expense                              4.4                   4.5              8.8                9.5 Income tax (benefit) expense                  2.4                  (1.6 )           19.5               13.3 Depreciation, depletion and amortization                                 18.1                  15.8             35.4               31.5 EBITDA                                       35.5                  28.2            120.7              103.7 Other non-operating expenses: Other (income) expense, net                  (2.7 )                 3.1             (3.1 )              4.7 Adjusted EBITDA                     $        32.8$        31.3$      117.6$      108.4    We estimate that the effects from the tornado included in the consolidated statements of operations were immaterial in the first six months of 2013 and were approximately $3 million and $17 million in the three and six months ended June 30, 2012.  Also, our operating earnings were unfavorably impacted in the first quarter of 2012 by significantly milder than average winter weather in the markets we serve.  In the first quarter of 2013, we estimate that our operating earnings were favorably impacted by the winter weather in the markets we serve.  

Effects of Currency Fluctuations

  We conduct operations 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 our revenues and costs are denominated in U.S. dollars, with British pounds sterling and Canadian dollars also being significant. Significant changes in the value of the Canadian dollar or 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 the Company's operations, our efforts to recover cost increases due to inflation may be hampered as a result of the competitive industries in which we operate.

Seasonality

  We experience a substantial amount of seasonality in our sales, primarily with respect to our deicing products.  Consequently, 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 in North America, we stockpile sufficient quantities of deicing salt in the second, third and fourth quarters to meet the estimated requirements for the winter season.                                        26

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