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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended March 31, 2015
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Delaware
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26-1501877
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
707 17th Street, Suite 4200, Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non
-
accelerated filer
¨
(Do not check if a smaller reporting company) |
Smaller reporting company
¨
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Page
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March 31,
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December 31,
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||||
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2015
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2014
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||||
ASSETS
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||||
Cash and cash equivalents
|
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$
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66,786
|
|
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$
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67,589
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Short-term investments
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34,310
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10,434
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Accounts receivable:
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Trade, net
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38,516
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28,561
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Other receivables, net
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3,280
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3,600
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Refundable income taxes
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72
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114
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Inventory, net
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74,446
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84,094
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Prepaid expenses and other current assets
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4,087
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4,739
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Current deferred tax asset, net
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280
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3,356
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Total current assets
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221,777
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202,487
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Property, plant, equipment, and mineral properties, net
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770,188
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785,250
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Long-term parts inventory, net
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17,700
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16,366
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Long-term investments
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11,546
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11,856
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Other assets, net
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3,922
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4,035
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Non-current deferred tax asset, net
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146,838
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146,725
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Total Assets
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$
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1,171,971
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$
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1,166,719
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Accounts payable:
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||||
Trade
|
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$
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17,032
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$
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19,953
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Related parties
|
|
69
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|
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55
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Accrued liabilities
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15,628
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12,483
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Accrued employee compensation and benefits
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10,187
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12,069
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Other current liabilities
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2,063
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2,075
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Total current liabilities
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44,979
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46,635
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Long-term debt
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150,000
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150,000
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Asset retirement obligation
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20,813
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20,389
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Other non-current liabilities
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2,330
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2,410
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Total Liabilities
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218,122
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219,434
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Commitments and Contingencies
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Common stock, $0.001 par value; 100,000,000 shares authorized; and 75,672,087 and
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75,536,741 shares outstanding at March 31, 2015, and December 31, 2014, respectively
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76
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76
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Additional paid-in capital
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576,211
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576,186
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Accumulated other comprehensive loss
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(18
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)
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(28
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)
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Retained earnings
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377,580
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371,051
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Total Stockholders' Equity
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953,849
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947,285
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Total Liabilities and Stockholders' Equity
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$
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1,171,971
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$
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1,166,719
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Three Months Ended March 31,
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||||||
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2015
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2014
|
||||
Sales
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$
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117,021
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$
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98,875
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Less:
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||||
Freight costs
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10,912
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9,932
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|
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Warehousing and handling costs
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3,747
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2,812
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Cost of goods sold
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83,282
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78,573
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Lower-of-cost-or-market inventory adjustments
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360
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|
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3,566
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Gross Margin
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18,720
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3,992
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Selling and administrative
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7,468
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6,746
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Accretion of asset retirement obligation
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424
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|
406
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Restructuring expense
|
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—
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1,827
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|
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Other operating expense (income)
|
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66
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|
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(2,947
|
)
|
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Operating Income (Loss)
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10,762
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(2,040
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)
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Other Income (Expense)
|
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|
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Interest expense, net
|
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(1,644
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)
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(1,380
|
)
|
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Interest income
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155
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|
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53
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|
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Other income
|
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327
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234
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Income (Loss) Before Income Taxes
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9,600
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(3,133
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)
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Income Tax (Expense) Benefit
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(3,071
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)
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2,778
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Net Income (Loss)
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$
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6,529
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$
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(355
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)
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|
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Weighted Average Shares Outstanding:
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|
||||
Basic
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75,589,092
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75,444,953
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Diluted
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75,707,079
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75,444,953
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Earnings (Loss) Per Share:
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|
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Basic
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$
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0.09
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$
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0.00
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Diluted
|
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$
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0.09
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$
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0.00
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Three Months Ended March 31,
|
||||||
|
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2015
|
|
2014
|
||||
Net Income (Loss)
|
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$
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6,529
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$
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(355
|
)
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Other Comprehensive Income:
|
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|
|
|
||||
Unrealized gain on investments available for sale, net of tax
|
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10
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|
12
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Other Comprehensive Income
|
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10
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|
|
12
|
|
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Comprehensive Income (Loss)
|
|
$
|
6,539
|
|
|
$
|
(343
|
)
|
|
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Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|||||||||||||
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Shares
|
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Amount
|
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|
|||||||||||||||
Balance, December 31, 2014
|
|
75,536,741
|
|
|
$
|
76
|
|
|
$
|
576,186
|
|
|
$
|
(28
|
)
|
|
$
|
371,051
|
|
|
$
|
947,285
|
|
Unrealized gain on investments available for sale, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,529
|
|
|
6,529
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|||||
Vesting of restricted common stock, net of restricted common stock used to fund employee income tax withholding due upon vesting
|
|
135,346
|
|
|
—
|
|
|
(1,037
|
)
|
|
—
|
|
|
—
|
|
|
(1,037
|
)
|
|||||
Balance, March 31, 2015
|
|
75,672,087
|
|
|
$
|
76
|
|
|
$
|
576,211
|
|
|
$
|
(18
|
)
|
|
$
|
377,580
|
|
|
$
|
953,849
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
||||
Net income (Loss)
|
|
$
|
6,529
|
|
|
$
|
(355
|
)
|
Deferred income taxes
|
|
2,956
|
|
|
(2,778
|
)
|
||
Items not affecting cash:
|
|
|
|
|
||||
Depreciation, depletion, and accretion
|
|
21,276
|
|
|
19,649
|
|
||
Stock-based compensation
|
|
1,062
|
|
|
1,028
|
|
||
Lower-of-cost-or-market inventory adjustments
|
|
360
|
|
|
3,566
|
|
||
Other
|
|
378
|
|
|
223
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
(9,955
|
)
|
|
(9,431
|
)
|
||
Other receivables, net
|
|
319
|
|
|
(3,316
|
)
|
||
Refundable income taxes
|
|
41
|
|
|
2,025
|
|
||
Inventory, net
|
|
7,954
|
|
|
6,743
|
|
||
Prepaid expenses and other assets
|
|
666
|
|
|
1,005
|
|
||
Accounts payable, accrued liabilities, and accrued employee
compensation and benefits |
|
1,180
|
|
|
(335
|
)
|
||
Other liabilities
|
|
(92
|
)
|
|
(700
|
)
|
||
Net cash provided by operating activities
|
|
32,674
|
|
|
17,324
|
|
||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Additions to property, plant, equipment, and mineral properties
|
|
(8,678
|
)
|
|
(31,919
|
)
|
||
Purchases of investments
|
|
(27,600
|
)
|
|
(5
|
)
|
||
Proceeds from sale of investments
|
|
3,838
|
|
|
18,051
|
|
||
Net cash used in investing activities
|
|
(32,440
|
)
|
|
(13,873
|
)
|
||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Employee tax withholding paid for restricted stock upon vesting
|
|
(1,037
|
)
|
|
(611
|
)
|
||
Net cash used in financing activities
|
|
(1,037
|
)
|
|
(611
|
)
|
||
|
|
|
|
|
||||
Net Change in Cash and Cash Equivalents
|
|
(803
|
)
|
|
2,840
|
|
||
Cash and Cash Equivalents, beginning of period
|
|
67,589
|
|
|
394
|
|
||
Cash and Cash Equivalents, end of period
|
|
$
|
66,786
|
|
|
$
|
3,234
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Net cash paid (refunded) during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
161
|
|
|
$
|
112
|
|
Income taxes
|
|
$
|
11
|
|
|
$
|
(2,025
|
)
|
Accrued purchases for property, plant, equipment, and mineral properties
|
|
$
|
2,100
|
|
|
$
|
13,172
|
|
Note 1
|
— COMPANY BACKGROUND
|
Note 2
|
— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Note 3
|
— EARNINGS PER SHARE
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net income (loss)
|
|
$
|
6,529
|
|
|
$
|
(355
|
)
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
|
75,589
|
|
|
75,445
|
|
||
Add: Dilutive effect of non-vested restricted common stock
|
|
110
|
|
|
—
|
|
||
Add: Dilutive effect of performance units
|
|
8
|
|
|
—
|
|
||
Diluted weighted average common shares outstanding
|
|
75,707
|
|
|
75,445
|
|
||
|
|
|
|
|
||||
Earnings (Loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Cash
|
$
|
24,213
|
|
|
$
|
16,506
|
|
Commercial paper and money market accounts
|
42,573
|
|
|
51,083
|
|
||
Total cash and cash equivalents
|
$
|
66,786
|
|
|
$
|
67,589
|
|
|
|
|
|
||||
Corporate bonds
|
$
|
33,307
|
|
|
$
|
9,432
|
|
Certificates of deposit and time deposits
|
1,003
|
|
|
1,002
|
|
||
Total short-term investments
|
$
|
34,310
|
|
|
$
|
10,434
|
|
|
|
|
|
||||
Corporate bonds
|
$
|
11,546
|
|
|
$
|
11,856
|
|
Total long-term investments
|
$
|
11,546
|
|
|
$
|
11,856
|
|
|
|
|
|
||||
Total cash, cash equivalents, and investments
|
$
|
112,642
|
|
|
$
|
89,879
|
|
|
|
March 31, 2015
|
||||||||||||||
|
|
|
|
Unrealized
|
|
|
||||||||||
|
|
Cost Basis
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Corporate bonds
|
|
$
|
44,884
|
|
|
$
|
12
|
|
|
$
|
(43
|
)
|
|
$
|
44,853
|
|
Certificates of deposit and time deposits
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
||||
Total available-for-sale securities
|
|
$
|
45,887
|
|
|
$
|
12
|
|
|
$
|
(43
|
)
|
|
$
|
45,856
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
|
|
Unrealized
|
|
|
||||||||||
|
|
Cost Basis
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Corporate bonds
|
|
$
|
21,335
|
|
|
$
|
1
|
|
|
$
|
(48
|
)
|
|
$
|
21,288
|
|
Certificates of deposit and time deposits
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
1,002
|
|
||||
Total available-for-sale securities
|
|
$
|
22,337
|
|
|
$
|
1
|
|
|
$
|
(48
|
)
|
|
$
|
22,290
|
|
Note 5
|
— INVENTORY AND LONG-TERM PARTS INVENTORY
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Finished goods product inventory
|
|
$
|
39,013
|
|
|
$
|
44,137
|
|
In-process mineral inventory
|
|
14,799
|
|
|
19,584
|
|
||
Total product inventory
|
|
53,812
|
|
|
63,721
|
|
||
Current parts inventory, net
|
|
20,634
|
|
|
20,373
|
|
||
Total current inventory, net
|
|
74,446
|
|
|
84,094
|
|
||
Long-term parts inventory, net
|
|
17,700
|
|
|
16,366
|
|
||
Total inventory, net
|
|
$
|
92,146
|
|
|
$
|
100,460
|
|
Note 6
|
— PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Buildings and plant
|
|
$
|
269,090
|
|
|
$
|
268,032
|
|
Machinery and equipment
|
|
530,332
|
|
|
529,358
|
|
||
Vehicles
|
|
13,581
|
|
|
13,799
|
|
||
Office equipment and improvements
|
|
19,363
|
|
|
19,260
|
|
||
Ponds and land improvements
|
|
74,636
|
|
|
73,933
|
|
||
Total depreciable assets
|
|
907,002
|
|
|
904,382
|
|
||
Accumulated depreciation
|
|
(288,768
|
)
|
|
(271,294
|
)
|
||
Total depreciable assets, net
|
|
$
|
618,234
|
|
|
$
|
633,088
|
|
|
|
|
|
|
||||
Mineral properties and development costs
|
|
$
|
163,741
|
|
|
$
|
163,197
|
|
Accumulated depletion
|
|
(19,508
|
)
|
|
(17,544
|
)
|
||
Total depletable assets, net
|
|
$
|
144,233
|
|
|
$
|
145,653
|
|
|
|
|
|
|
||||
Land
|
|
909
|
|
|
909
|
|
||
Construction in progress
|
|
$
|
6,812
|
|
|
$
|
5,600
|
|
Total property, plant, equipment, and mineral properties, net
|
|
$
|
770,188
|
|
|
$
|
785,250
|
|
Note 7
|
— DEBT
|
•
|
$60 million
of
3.23%
Senior Notes, Series A, due April 16, 2020
|
•
|
$45 million
of
4.13%
Senior Notes, Series B, due April 14, 2023
|
•
|
$45 million
of
4.28%
Senior Notes, Series C, due April 16, 2025
|
Note 8
|
— ASSET RETIREMENT OBLIGATION
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Asset retirement obligation, at beginning of period
|
|
$
|
22,037
|
|
|
$
|
21,047
|
|
Liabilities settled
|
|
—
|
|
|
(77
|
)
|
||
Liabilities incurred
|
|
—
|
|
|
—
|
|
||
Changes in estimated obligations
|
|
—
|
|
|
—
|
|
||
Accretion of discount
|
|
424
|
|
|
406
|
|
||
Total asset retirement obligation, at end of period
|
|
$
|
22,461
|
|
|
$
|
21,376
|
|
Note 9
|
— COMPENSATION PLANS
|
|
|
|
|
Weighted Average
Grant-Date Fair Value |
|||
|
|
Shares
|
|
||||
Non-vested restricted shares of common stock, beginning of period
|
|
464,769
|
|
|
$
|
16.49
|
|
Granted
|
|
237,256
|
|
|
$
|
14.28
|
|
Vested
|
|
(198,141
|
)
|
|
$
|
17.80
|
|
Forfeited
|
|
(22,596
|
)
|
|
$
|
15.44
|
|
Non-vested restricted shares of common stock, end of period
|
|
481,288
|
|
|
$
|
14.91
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value (1)
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Grant-Date Fair Value
|
|
Outstanding non-qualified stock
|
|
|
|
|
|
|
|
|
|
|
|
options, end of period
|
|
319,972
|
|
|
$26.16
|
|
$—
|
|
3.4
|
|
$13.05
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest, end
|
|
|
|
|
|
|
|
|
|
|
|
of period
|
|
319,972
|
|
|
$26.16
|
|
$—
|
|
3.4
|
|
$13.05
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable non-qualified
|
|
|
|
|
|
|
|
|
|
|
|
stock options, end of period
|
|
319,972
|
|
|
$26.16
|
|
$—
|
|
3.4
|
|
$13.05
|
(1)
|
The intrinsic value of a stock option is the amount by which the market value exceeds the exercise price as of the end of the period presented.
|
Note 10
|
— INCOME TAXES
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Current portion of income tax expense (benefit)
|
|
$
|
114
|
|
|
$
|
—
|
|
Deferred portion of income tax expense (benefit)
|
|
2,957
|
|
|
(2,778
|
)
|
||
Total income tax expense (benefit)
|
|
$
|
3,071
|
|
|
$
|
(2,778
|
)
|
Effective tax rate
|
|
32.0
|
%
|
|
(88.7
|
)%
|
Note 11
|
— COMMITMENTS AND CONTINGENCIES
|
For the three months ended March 31, 2015
|
|
$
|
1,744
|
|
For the three months ended March 31, 2014
|
|
$
|
1,582
|
|
Note 12
|
— FAIR VALUE MEASUREMENTS
|
•
|
Level 1—Quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2—Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model‑derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3—Significant inputs to the valuation model are unobservable.
|
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||
|
|
March 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
$
|
44,853
|
|
|
$
|
—
|
|
|
$
|
44,853
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||
|
|
December 31, 2014
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
$
|
21,288
|
|
|
$
|
—
|
|
|
$
|
21,288
|
|
|
$
|
—
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Long-term debt
|
|
$
|
150,000
|
|
|
$
|
140,000
|
|
|
$
|
150,000
|
|
|
$
|
138,000
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
changes in the price, demand, or supply of potash or Trio
®
/langbeinite
|
•
|
circumstances that disrupt or limit our production, including operational difficulties or operational variances due to geological or geotechnical variances
|
•
|
interruptions in rail or truck transportation services, or fluctuations in the costs of these services
|
•
|
increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise
|
•
|
the costs of, and our ability to successfully construct, commission, and execute, any of our strategic projects
|
•
|
adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines
|
•
|
changes in the prices of raw materials, including chemicals, natural gas, and power
|
•
|
the impact of federal, state, or local governmental regulations, including environmental and mining regulations; the enforcement of those regulations; and governmental policy changes
|
•
|
our ability to obtain any necessary governmental permits relating to the construction and operation of assets
|
•
|
changes in our reserve estimates
|
•
|
competition in the fertilizer industry
|
•
|
declines or changes in U.S. or world agricultural production or fertilizer application rates
|
•
|
declines in the use of potash products by oil and gas companies in their drilling operations
|
•
|
changes in economic conditions
|
•
|
our ability to comply with covenants in our debt-related agreements to avoid a default under those agreements, or the total amount available to us under our credit facility is reduced, in whole or in part, because of covenant limitations
|
•
|
disruption in the credit markets
|
•
|
our ability to secure additional federal and state potash leases to expand our existing mining operations
|
•
|
the other risks, uncertainties, and assumptions described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2014, as updated by this Quarterly Reports on Form 10-Q
|
|
|||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|||||||
|
|
Three Months Ended March 31,
|
|
Between
|
|
|
|||||||||
|
|
2015
|
|
2014
|
|
Periods
|
|
% Change
|
|||||||
Production volume (in thousands of tons):
|
|
|
|
|
|
|
|
|
|||||||
Potash
|
|
237
|
|
|
220
|
|
|
17
|
|
|
8
|
%
|
|||
Langbeinite
|
|
36
|
|
|
32
|
|
|
4
|
|
|
13
|
%
|
|||
Sales volume (in thousands of tons):
|
|
|
|
|
|
|
|
|
|||||||
Potash
|
|
231
|
|
|
242
|
|
|
(11
|
)
|
|
(5
|
)%
|
|||
Trio
®
|
|
62
|
|
|
36
|
|
|
26
|
|
|
72
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross sales (in thousands):
|
|
|
|
|
|
|
|
|
|||||||
Potash
|
|
$
|
90,729
|
|
|
$
|
84,497
|
|
|
$
|
6,232
|
|
|
7
|
%
|
Trio
®
|
|
26,292
|
|
|
14,378
|
|
|
11,914
|
|
|
83
|
%
|
|||
Total
|
|
117,021
|
|
|
98,875
|
|
|
18,146
|
|
|
18
|
%
|
|||
Freight costs (in thousands):
|
|
|
|
|
|
|
|
|
|||||||
Potash
|
|
7,206
|
|
|
7,661
|
|
|
(455
|
)
|
|
(6
|
)%
|
|||
Trio
®
|
|
3,706
|
|
|
2,271
|
|
|
1,435
|
|
|
63
|
%
|
|||
Total
|
|
10,912
|
|
|
9,932
|
|
|
980
|
|
|
10
|
%
|
|||
Net sales (in thousands)
(1)
:
|
|
|
|
|
|
|
|
|
|||||||
Potash
|
|
83,523
|
|
|
76,836
|
|
|
6,687
|
|
|
9
|
%
|
|||
Trio
®
|
|
22,586
|
|
|
12,107
|
|
|
10,479
|
|
|
87
|
%
|
|||
Total
|
|
$
|
106,109
|
|
|
$
|
88,943
|
|
|
$
|
17,166
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Potash statistics (per ton):
|
|
|
|
|
|
|
|
|
|||||||
Average net realized sales price
(1)
|
|
$
|
362
|
|
|
$
|
317
|
|
|
$
|
45
|
|
|
14
|
%
|
Cash operating costs
(1)(2)
|
|
199
|
|
|
205
|
|
|
(6
|
)
|
|
(3
|
)%
|
|||
Depreciation and depletion
|
|
79
|
|
|
64
|
|
|
15
|
|
|
23
|
%
|
|||
Royalties
|
|
14
|
|
|
11
|
|
|
3
|
|
|
27
|
%
|
|||
Total potash cost of goods sold
|
|
$
|
292
|
|
|
$
|
280
|
|
|
$
|
12
|
|
|
4
|
%
|
Warehousing and handling costs
|
|
13
|
|
|
10
|
|
|
3
|
|
|
30
|
%
|
|||
Average potash gross margin
(1)
|
|
$
|
57
|
|
|
$
|
27
|
|
|
$
|
30
|
|
|
111
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Trio
®
statistics (per ton):
|
|
|
|
|
|
|
|
|
|||||||
Average net realized sales price
(1)
|
|
$
|
367
|
|
|
$
|
340
|
|
|
$
|
27
|
|
|
8
|
%
|
Cash operating costs
(1)
|
|
181
|
|
|
216
|
|
|
(35
|
)
|
|
(16
|
)%
|
|||
Depreciation and depletion
|
|
58
|
|
|
68
|
|
|
(10
|
)
|
|
(15
|
)%
|
|||
Royalties
|
|
18
|
|
|
17
|
|
|
1
|
|
|
6
|
%
|
|||
Total Trio
®
cost of goods sold
|
|
$
|
257
|
|
|
$
|
301
|
|
|
$
|
(44
|
)
|
|
(15
|
)%
|
Warehousing and handling costs
|
|
12
|
|
|
10
|
|
|
2
|
|
|
20
|
%
|
|||
Average Trio
®
gross margin
(1)
|
|
$
|
98
|
|
|
$
|
29
|
|
|
$
|
69
|
|
|
238
|
%
|
(1)
|
Additional information about our non-GAAP financial measures is set forth under the heading "Non-GAAP Financial Measures.”
|
(2)
|
Amounts are presented net of by-product credits. On a per-ton basis, by-product credits were
$8
and
$6
for the three months ended
March 31, 2015
, and
2014
, respectively. By-product credits were
$1.8 million
and
$1.4 million
for the three months ended
March 31, 2015
, and
2014
, respectively.
|
|
|
United States
|
|
Export
|
Trio
®
only
|
|
|
|
|
For the three months ended March 31, 2015
|
|
94%
|
|
6%
|
For the three months ended March 31, 2014
|
|
91%
|
|
9%
|
Average net realized sales price for the three months ended:
|
|
Potash
|
|
Trio
®
|
|
|
(Per ton)
|
||
March 31, 2015
|
|
$362
|
|
$367
|
December 31, 2014
|
|
$348
|
|
$354
|
September 30, 2014
|
|
$336
|
|
$351
|
June 30, 2014
|
|
$329
|
|
$350
|
March 31, 2014
|
|
$317
|
|
$340
|
|
|
Three Months Ended March 31,
|
|
Change Between
|
|
|
|||||||||
|
|
2015
|
|
2014
|
|
Periods
|
|
% Change
|
|||||||
Cost of goods sold (in millions)
|
|
$
|
83.3
|
|
|
$
|
78.6
|
|
|
$
|
4.7
|
|
|
6
|
%
|
Cost per ton of potash sold
(1)
|
|
$
|
292
|
|
|
$
|
280
|
|
|
$
|
12
|
|
|
4
|
%
|
Cost per ton of Trio
®
sold
(2)
|
|
$
|
257
|
|
|
$
|
301
|
|
|
$
|
(44
|
)
|
|
(15
|
)%
|
(1)
|
Depreciation and depletion expense for potash was $18.1 million and $15.6 million in the first quarter of 2015 and 2014, respectively, which equates to
$79
and
$64
on a per-ton basis.
|
(2)
|
Depreciation and depletion expense for Trio
®
was $3.5 million and $2.4 million in the first quarter of 2015 and 2014, respectively, which equates to
$58
and
$68
on a per-ton basis.
|
•
|
$24.2 million
in cash;
|
•
|
$42.6 million
in cash equivalent investments, consisting of money market accounts with banking institutions that we believe are financially sound; and
|
•
|
$34.3 million
and $
11.5 million
invested in short and long-term investments, respectively.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Cash flows provided by operating activities
|
|
$
|
32,674
|
|
|
$
|
17,324
|
|
Cash flows used in investing activities
|
|
$
|
(32,440
|
)
|
|
$
|
(13,873
|
)
|
Cash flows used in financing activities
|
|
$
|
(1,037
|
)
|
|
$
|
(611
|
)
|
•
|
$60 million of 3.23% Senior Notes, Series A, due April 16, 2020
|
•
|
$45 million of 4.13% Senior Notes, Series B, due April 14, 2023
|
•
|
$45 million of 4.28% Senior Notes, Series C, due April 16, 2025
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Potash
|
|
Trio
®
|
|
Total
|
|
Potash
|
|
Trio
®
|
|
Total
|
||||||||||||
Sales
|
|
$
|
90,729
|
|
|
$
|
26,292
|
|
|
$
|
117,021
|
|
|
$
|
84,497
|
|
|
$
|
14,378
|
|
|
$
|
98,875
|
|
Freight costs
|
|
7,206
|
|
|
3,706
|
|
|
10,912
|
|
|
7,661
|
|
|
2,271
|
|
|
9,932
|
|
||||||
Net sales
|
|
$
|
83,523
|
|
|
$
|
22,586
|
|
|
$
|
106,109
|
|
|
$
|
76,836
|
|
|
$
|
12,107
|
|
|
$
|
88,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tons sold (in thousands)
|
|
231
|
|
|
62
|
|
|
|
|
242
|
|
|
36
|
|
|
|
||||||||
Average net realized sales price per ton
|
|
$
|
362
|
|
|
$
|
367
|
|
|
|
|
$
|
317
|
|
|
$
|
340
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Potash
|
|
Trio
®
|
|
Total
|
|
Potash
|
|
Trio
®
|
|
Total
|
||||||||||||
Cost of goods sold
|
|
$
|
67,454
|
|
|
$
|
15,828
|
|
|
$
|
83,282
|
|
|
$
|
67,859
|
|
|
$
|
10,714
|
|
|
$
|
78,573
|
|
Divided by sales volume (in thousands of tons)
|
|
231
|
|
|
62
|
|
|
|
|
242
|
|
|
36
|
|
|
|
||||||||
Cost of goods sold per ton
|
|
$
|
292
|
|
|
$
|
257
|
|
|
|
|
$
|
280
|
|
|
$
|
301
|
|
|
|
||||
Less per-ton adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and depletion
|
|
$
|
79
|
|
|
$
|
58
|
|
|
|
|
$
|
64
|
|
|
$
|
68
|
|
|
|
||||
Royalties
|
|
14
|
|
|
18
|
|
|
|
|
11
|
|
|
17
|
|
|
|
||||||||
Cash operating costs per ton
|
|
$
|
199
|
|
|
$
|
181
|
|
|
|
|
$
|
205
|
|
|
$
|
216
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Potash
|
|
|
|
|
||||
Average potash net realized sales price
|
|
$
|
362
|
|
|
$
|
317
|
|
Less total potash cost of goods sold
|
|
292
|
|
|
280
|
|
||
Less potash warehousing and handling costs
|
|
13
|
|
|
10
|
|
||
Average potash gross margin per ton
|
|
$
|
57
|
|
|
$
|
27
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Trio
®
|
|
|
|
|
||||
Average Trio
®
net realized sales price*
|
|
$
|
367
|
|
|
$
|
340
|
|
Less total Trio
®
cost of goods sold
|
|
257
|
|
|
301
|
|
||
Less Trio
®
warehousing and handling costs
|
|
12
|
|
|
10
|
|
||
Average Trio
®
gross margin per ton
|
|
$
|
98
|
|
|
$
|
29
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
(a)
Total Number of Shares Purchased (1) |
|
(b)
Average Price Paid Per Share |
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs |
January 1, 2015, through January 31, 2015
|
|
—
|
|
—
|
|
—
|
|
N/A
|
February 1, 2015, through February 28, 2015
|
|
71,510
|
|
$14.28
|
|
—
|
|
N/A
|
March 1, 2015, through March 31, 2015
|
|
774
|
|
$11.53
|
|
—
|
|
N/A
|
(1)
|
Represents shares of common stock delivered to us as payment of withholding taxes due upon the vesting of restricted stock held by our employees.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
INTREPID POTASH, INC.
(Registrant) |
|
|
|
Dated: April 28, 2015
|
|
/s/
Robert P. Jornayvaz III
|
|
|
Robert P. Jornayvaz III - Executive Chairman of the Board, President, and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer) |
|
|
|
Dated: April 28, 2015
|
|
/s/
Brian D. Frantz
|
|
|
Brian D. Frantz - Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
2015 Form of Performance Unit Agreement (CAGR) under Intrepid Equity Incentive Plan.+*
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
|
|
|
|
32.1
|
|
Certification of Executive Chairman of the Board, President, and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
32.2
|
|
Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
95.1
|
|
Mine Safety Disclosure Exhibit.*
|
|
|
|
99.1
|
|
Seventh Amendment to Transition Services Agreement dated March 24, 2015, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC.*
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
|
101.CAL
|
|
XBRL Extension Calculation Linkbase.*
|
|
|
|
101.LAB
|
|
XBRL Extension Label Linkbase.*
|
|
|
|
101.PRE
|
|
XBRL Extension Presentation Linkbase.*
|
|
|
|
101.DEF
|
|
XBRL Extension Definition Linkbase.*
|
+
|
Management contract.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
Grantee:
|
|
Number of Performance Units Granted:
|
|
Grant Date:
|
|
Performance Periods:
|
|
Performance Measures and Targets:
|
See
Exhibit A
|
Vesting Schedule:
|
|
If CAGR for the Performance Period Is:
|
|
Then the Number of Shares of Intrepid’s Common Stock To Be Issued Will Equal the Following Percentage Multiplied by the Number of Performance Units Relating to the Performance Period:
|
||
|
|
|
||
20% or Higher
|
|
(maximum)
|
200
|
%
|
10
|
%
|
(target)
|
100
|
%
|
5
|
%
|
(threshold)
|
50
|
%
|
Lower than 5%
|
|
|
0
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: April 28, 2015
|
|
/s/ ROBERT P. JORNAYVAZ III
|
|
|
Robert P. Jornayvaz III
Executive Chairman of the Board, President, and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: April 28, 2015
|
|
/s/ Brian D. Frantz
|
|
|
Brian D. Frantz
Interim Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Dated: April 28, 2015
|
|
/s/ ROBERT P. JORNAYVAZ III
|
|
|
Robert P. Jornayvaz III
Executive Chairman of the Board, President, and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Dated: April 28, 2015
|
|
/s/ Brian D. Frantz
|
|
|
Brian D. Frantz
Interim Chief Financial Officer
|
Mine Name and MSHA Identification Number
|
Section 104 S&S Citations
|
Section 104(b) Orders
|
Section 104(d) Citations and Orders
|
Section 110(b)(2) Violations
|
Section 107(a) Orders
|
Total Dollar Value of MSHA Assessments Proposed
|
Total Number of Mining-Related Fatalities
|
Received Notice of Pattern of Violations Under Section 104(e)
|
Received Notice of Potential to Have Pattern under Section 104(e)
|
Legal Actions Pending as of the End of the Period
|
Legal Actions Initiated During the Period
|
Legal Actions Resolved During the Period
|
||
Intrepid Potash East
(29-00170)
|
2
|
—
|
—
|
—
|
—
|
|
$7,716
|
|
—
|
—
|
—
|
1
|
—
|
—
|
Intrepid Potash West
(29-00175)
|
9
|
—
|
—
|
—
|
—
|
|
$2,192
|
|
—
|
—
|
—
|
1
|
1
|
1
|
Intrepid Potash North
(29-02028)
|
—
|
—
|
—
|
—
|
—
|
|
$451
|
|
—
|
—
|
—
|
—
|
—
|
—
|
•
|
General -
In general, the number of citations and orders will vary depending on the size of the mine, the individual inspector assigned to the mine, and the specific mine characteristics. Citations and orders can be contested and appealed and, in that process, are often reduced in severity and amount and are sometimes vacated.
|
•
|
MSHA Identification Numbers -
MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities. We provide the information in the table by MSHA identification number.
|
•
|
Section 104 Significant and Substantial (“S&S”) Citations
- These citations are issued for alleged violations of a mining safety standard or regulation where there exists a reasonable likelihood that the hazard contributed to or will result in an injury or illness of a reasonably serious nature.
|
•
|
Section 104(b) Orders
- These orders are issued for alleged failure to totally abate the subject matter of a Section 104(a) citation within the period specified in the citation.
|
•
|
Section 104(d) Citations and Orders
- These citations and orders are issued for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mining safety standard or regulation.
|
•
|
Section 110(b)(2) Violations
- These violations are issued, and penalties are assessed, for flagrant violations (i.e., a reckless or repeated failure to make reasonable efforts to eliminate a known violation that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).
|
•
|
Section 107(a) Orders -
These orders are issued for an imminent danger to immediately remove miners.
|
•
|
Total Dollar Value of MSHA Assessments Proposed
- Proposed assessments issued during the period do not necessarily relate to the citations or orders issued by MSHA during that period or to the pending legal actions reported in the table.
|
•
|
Notice of Pattern of Violations Under Section 104(e); Notice of Potential to Have Pattern under Section 104(e) -
These notices are issued for a pattern of violation of mandatory health or safety standards or for the potential to have such a pattern.
|
•
|
Legal Actions Pending, Initiated, and Resolved -
The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. Each legal action is assigned a docket number by the Commission and may have as its subject matter one or more citations, orders, penalties, or complaints.
|
Mine Name and MSHA Identification Number
|
Contests of Citations and Orders
|
Contests of Proposed Penalties
|
Complaints for Compensation
|
Complaints of Discharge, Discrimination or Interference
|
Applications for Temporary Relief
|
Appeals of Judges’ Decisions or Orders
|
Total
|
Intrepid Potash East
(29-00170)
|
1
|
—
|
—
|
—
|
—
|
—
|
1
|
Intrepid Potash West
(29-00175)
|
1
|
—
|
—
|
—
|
—
|
—
|
1
|
Intrepid Potash North
(29-02028)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
•
|
Contests of Citations and Orders
relate to challenges by operators, miners or miners' representatives to the issuance of a citation or order issued by MSHA.
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties)
are administrative proceedings challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order.
|
•
|
Complaints for Compensation
are filed by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA for the purpose of determining the amount of compensation, if any, due miners idled by the orders.
|
•
|
Complaints of Discharge, Discrimination or Interference
involve a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint, or that he or she has suffered discrimination and lost his or her position.
|
Employee
|
Position
|
Initial Employee Cost Per Hour
|
Katie Keller
|
Landperson
|
$138.46
|
Lee Jirik
|
Geologist
|
$162.07
|