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x
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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 June 30, 2016
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or
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ______ to ______
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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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June 30,
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December 31,
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||||
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2016
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2015
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||||
ASSETS
|
|
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||||
Cash and cash equivalents
|
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$
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30,984
|
|
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$
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9,307
|
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Short-term investments
|
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16,599
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50,523
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Accounts receivable:
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|
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|
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||||
Trade, net
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8,986
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9,743
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Other receivables, net
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2,352
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1,470
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||
Inventory, net
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109,570
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106,531
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Prepaid expenses and other current assets
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3,070
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18,141
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Total current assets
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171,561
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195,715
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Property, plant, equipment, and mineral properties, net
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404,690
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419,476
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Long-term parts inventory, net
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18,389
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17,344
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||
Long-term investments
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—
|
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3,799
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Other assets, net
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4,558
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|
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3,635
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Total Assets
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$
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599,198
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$
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639,969
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
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||||
Accounts payable:
|
|
|
|
|
||||
Trade
|
|
$
|
11,835
|
|
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$
|
15,709
|
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Related parties
|
|
82
|
|
|
45
|
|
||
Accrued liabilities
|
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10,115
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|
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15,429
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||
Accrued employee compensation and benefits
|
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7,895
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|
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7,409
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Other current liabilities
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1,321
|
|
|
547
|
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||
Total current liabilities
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31,248
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39,139
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Long-term debt, net
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147,840
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149,485
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||
Asset retirement obligation
|
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23,832
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|
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22,951
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|
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Other non-current liabilities
|
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—
|
|
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1,868
|
|
||
Total Liabilities
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202,920
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213,443
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Commitments and Contingencies
|
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Common stock, $0.001 par value; 400,000,000 and 100,000,000 shares authorized; and
|
|
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75,838,782 and 75,702,700 shares outstanding at June 30, 2016, and December 31, 2015, respectively
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76
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|
|
76
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Additional paid-in capital
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581,755
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580,227
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|
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Accumulated other comprehensive loss
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(3
|
)
|
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(52
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)
|
||
Retained deficit
|
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(185,550
|
)
|
|
(153,725
|
)
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Total Stockholders' Equity
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396,278
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|
|
426,526
|
|
||
Total Liabilities and Stockholders' Equity
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$
|
599,198
|
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$
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639,969
|
|
|
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Sales
|
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$
|
51,840
|
|
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$
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73,651
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|
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$
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125,117
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$
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190,672
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Less:
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|
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||||||||
Freight costs
|
|
8,931
|
|
|
6,898
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|
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19,263
|
|
|
17,810
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|
||||
Warehousing and handling costs
|
|
2,538
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|
|
3,437
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5,202
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|
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7,184
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|
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Cost of goods sold
|
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41,850
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55,435
|
|
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101,627
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|
|
138,717
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|
||||
Lower-of-cost-or-market inventory adjustments
|
|
2,930
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|
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5,276
|
|
|
11,937
|
|
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5,636
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|
||||
Costs associated with abnormal production and other
|
|
1,057
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|
|
—
|
|
|
1,707
|
|
|
—
|
|
||||
Gross (Deficit) Margin
|
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(5,466
|
)
|
|
2,605
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|
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(14,619
|
)
|
|
21,325
|
|
||||
|
|
|
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|
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|
||||||||
Selling and administrative
|
|
4,536
|
|
|
8,424
|
|
|
11,106
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|
|
15,892
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|
||||
Accretion of asset retirement obligation
|
|
442
|
|
|
424
|
|
|
884
|
|
|
848
|
|
||||
Restructuring expense
|
|
1,914
|
|
|
—
|
|
|
2,314
|
|
|
—
|
|
||||
Other operating income
|
|
(1,801
|
)
|
|
(2,312
|
)
|
|
(1,905
|
)
|
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(2,246
|
)
|
||||
Operating (Loss) Income
|
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(10,557
|
)
|
|
(3,931
|
)
|
|
(27,018
|
)
|
|
6,831
|
|
||||
|
|
|
|
|
|
|
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|
||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(3,000
|
)
|
|
(1,602
|
)
|
|
(5,229
|
)
|
|
(3,246
|
)
|
||||
Interest income
|
|
101
|
|
|
200
|
|
|
224
|
|
|
355
|
|
||||
Other income
|
|
59
|
|
|
46
|
|
|
201
|
|
|
373
|
|
||||
(Loss) Income Before Income Taxes
|
|
(13,397
|
)
|
|
(5,287
|
)
|
|
(31,822
|
)
|
|
4,313
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income Tax (Expense) Benefit
|
|
(1
|
)
|
|
350
|
|
|
(3
|
)
|
|
(2,721
|
)
|
||||
Net (Loss) Income
|
|
$
|
(13,398
|
)
|
|
$
|
(4,937
|
)
|
|
$
|
(31,825
|
)
|
|
$
|
1,592
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
75,838,782
|
|
|
75,683,075
|
|
|
75,797,658
|
|
|
75,636,343
|
|
||||
Diluted
|
|
75,838,782
|
|
|
75,683,075
|
|
|
75,797,658
|
|
|
75,731,910
|
|
||||
(Loss) Earnings Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
Diluted
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (Loss) Income
|
|
$
|
(13,398
|
)
|
|
$
|
(4,937
|
)
|
|
$
|
(31,825
|
)
|
|
$
|
1,592
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on investments available for sale,
net of tax |
|
19
|
|
|
(35
|
)
|
|
49
|
|
|
(25
|
)
|
||||
Other Comprehensive Income (Loss)
|
|
19
|
|
|
(35
|
)
|
|
49
|
|
|
(25
|
)
|
||||
Comprehensive (Loss) Income
|
|
$
|
(13,379
|
)
|
|
$
|
(4,972
|
)
|
|
$
|
(31,776
|
)
|
|
$
|
1,567
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2015
|
|
75,702,700
|
|
|
$
|
76
|
|
|
$
|
580,227
|
|
|
$
|
(52
|
)
|
|
$
|
(153,725
|
)
|
|
$
|
426,526
|
|
Unrealized gain on investments available for sale, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,825
|
)
|
|
(31,825
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|||||
Vesting of restricted common stock, net of restricted common stock used to fund employee income tax withholding due upon vesting
|
|
136,082
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||
Balance, June 30, 2016
|
|
75,838,782
|
|
|
$
|
76
|
|
|
$
|
581,755
|
|
|
$
|
(3
|
)
|
|
$
|
(185,550
|
)
|
|
$
|
396,278
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(31,825
|
)
|
|
$
|
1,592
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Deferred income taxes
|
|
—
|
|
|
2,754
|
|
||
Depreciation, depletion, and accretion
|
|
24,209
|
|
|
40,673
|
|
||
Amortization of deferred financing costs
|
|
1,666
|
|
|
186
|
|
||
Stock-based compensation
|
|
1,700
|
|
|
2,595
|
|
||
Lower-of-cost-or-market inventory adjustments
|
|
11,937
|
|
|
5,636
|
|
||
Allowance for parts inventory obsolescence
|
|
618
|
|
|
—
|
|
||
Other
|
|
435
|
|
|
862
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
757
|
|
|
12,919
|
|
||
Other receivables, net
|
|
(726
|
)
|
|
(3,671
|
)
|
||
Refundable income taxes
|
|
91
|
|
|
(174
|
)
|
||
Inventory, net
|
|
(16,638
|
)
|
|
(10,903
|
)
|
||
Prepaid expenses and other current assets
|
|
14,677
|
|
|
1,063
|
|
||
Accounts payable, accrued liabilities, and accrued employee
compensation and benefits |
|
(5,401
|
)
|
|
244
|
|
||
Other liabilities
|
|
(1,097
|
)
|
|
1,418
|
|
||
Net cash provided by operating activities
|
|
403
|
|
|
55,194
|
|
||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Additions to property, plant, equipment, and mineral properties
|
|
(11,775
|
)
|
|
(18,989
|
)
|
||
Purchases of investments
|
|
(1,500
|
)
|
|
(72,227
|
)
|
||
Proceeds from sale of investments
|
|
37,375
|
|
|
9,748
|
|
||
Net cash provided by (used in) investing activities
|
|
24,100
|
|
|
(81,468
|
)
|
||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Debt issuance costs
|
|
(2,654
|
)
|
|
—
|
|
||
Employee tax withholding paid for restricted stock upon vesting
|
|
(172
|
)
|
|
(1,030
|
)
|
||
Net cash used in financing activities
|
|
(2,826
|
)
|
|
(1,030
|
)
|
||
|
|
|
|
|
||||
Net Change in Cash and Cash Equivalents
|
|
21,677
|
|
|
(27,304
|
)
|
||
Cash and Cash Equivalents, beginning of period
|
|
9,307
|
|
|
67,589
|
|
||
Cash and Cash Equivalents, end of period
|
|
$
|
30,984
|
|
|
$
|
40,285
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Net cash paid (refunded) during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
3,221
|
|
|
$
|
3,124
|
|
Income taxes
|
|
$
|
(88
|
)
|
|
$
|
41
|
|
Accrued purchases for property, plant, equipment, and mineral properties
|
|
$
|
544
|
|
|
$
|
5,557
|
|
Note 1
|
— COMPANY BACKGROUND
|
Note 2
|
— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Note 3
|
— (LOSS) EARNINGS PER SHARE
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Anti-dilutive shares of non-vested restricted common stock
|
|
447,661
|
|
|
474,481
|
|
|
407,186
|
|
|
161,675
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive shares of stock options outstanding
|
|
218,886
|
|
|
319,563
|
|
|
227,370
|
|
|
320,241
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive shares of non-vested performance units
|
|
126,050
|
|
|
194,374
|
|
|
127,651
|
|
|
131,621
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income
|
|
$
|
(13,398
|
)
|
|
$
|
(4,937
|
)
|
|
$
|
(31,825
|
)
|
|
$
|
1,592
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
|
75,839
|
|
|
75,683
|
|
|
75,798
|
|
|
75,636
|
|
||||
Add: Dilutive effect of non-vested restricted common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||
Add: Dilutive effect of performance units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Diluted weighted average common shares outstanding
|
|
75,839
|
|
|
75,683
|
|
|
75,798
|
|
|
75,732
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
Diluted
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Cash
|
$
|
8,691
|
|
|
$
|
9,056
|
|
Commercial paper and money market accounts
|
22,293
|
|
|
251
|
|
||
Total cash and cash equivalents
|
$
|
30,984
|
|
|
$
|
9,307
|
|
|
|
|
|
||||
Corporate bonds
|
$
|
15,592
|
|
|
$
|
49,518
|
|
Certificates of deposit and time deposits
|
1,007
|
|
|
1,005
|
|
||
Total short-term investments
|
$
|
16,599
|
|
|
$
|
50,523
|
|
|
|
|
|
||||
Corporate bonds
|
$
|
—
|
|
|
$
|
3,799
|
|
Total long-term investments
|
$
|
—
|
|
|
$
|
3,799
|
|
|
|
|
|
||||
Total cash, cash equivalents, and investments
|
$
|
47,583
|
|
|
$
|
63,629
|
|
|
|
June 30, 2016
|
||||||||||||||
|
|
|
|
Unrealized
|
|
|
||||||||||
|
|
Cost Basis
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Corporate bonds
|
|
$
|
15,596
|
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
$
|
15,593
|
|
Certificates of deposit and time deposits
|
|
1,007
|
|
|
—
|
|
|
—
|
|
|
1,007
|
|
||||
Total available-for-sale investments
|
|
$
|
16,603
|
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
$
|
16,600
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
|
Unrealized
|
|
|
||||||||||
|
|
Cost Basis
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Corporate bonds
|
|
$
|
53,403
|
|
|
$
|
6
|
|
|
$
|
(92
|
)
|
|
$
|
53,317
|
|
Certificates of deposit and time deposits
|
|
1,005
|
|
|
—
|
|
|
—
|
|
|
1,005
|
|
||||
Total available-for-sale investments
|
|
$
|
54,408
|
|
|
$
|
6
|
|
|
$
|
(92
|
)
|
|
$
|
54,322
|
|
Note 5
|
— INVENTORY AND LONG-TERM PARTS INVENTORY
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Finished goods product inventory
|
|
$
|
64,195
|
|
|
$
|
65,200
|
|
In-process mineral inventory
|
|
24,085
|
|
|
19,769
|
|
||
Total product inventory
|
|
88,280
|
|
|
84,969
|
|
||
Current parts inventory, net
|
|
21,290
|
|
|
21,562
|
|
||
Total current inventory, net
|
|
109,570
|
|
|
106,531
|
|
||
Long-term parts inventory, net
|
|
18,389
|
|
|
17,344
|
|
||
Total inventory, net
|
|
$
|
127,959
|
|
|
$
|
123,875
|
|
Note 6
|
— PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Buildings and plant
|
|
$
|
83,488
|
|
|
$
|
81,208
|
|
Machinery and equipment
|
|
221,430
|
|
|
209,920
|
|
||
Vehicles
|
|
4,875
|
|
|
4,747
|
|
||
Office equipment and improvements
|
|
12,177
|
|
|
12,001
|
|
||
Ponds and land improvements
|
|
57,731
|
|
|
55,951
|
|
||
Total depreciable assets
|
|
379,701
|
|
|
363,827
|
|
||
Accumulated depreciation
|
|
(101,754
|
)
|
|
(80,707
|
)
|
||
Total depreciable assets, net
|
|
$
|
277,947
|
|
|
$
|
283,120
|
|
|
|
|
|
|
||||
Mineral properties and development costs
|
|
$
|
140,250
|
|
|
$
|
139,751
|
|
Accumulated depletion
|
|
(19,235
|
)
|
|
(17,254
|
)
|
||
Total depletable assets, net
|
|
$
|
121,015
|
|
|
$
|
122,497
|
|
|
|
|
|
|
||||
Land
|
|
$
|
719
|
|
|
$
|
719
|
|
Construction in progress
|
|
$
|
5,009
|
|
|
$
|
13,140
|
|
Total property, plant, equipment, and mineral properties, net
|
|
$
|
404,690
|
|
|
$
|
419,476
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Depreciation
|
|
$
|
8,862
|
|
|
$
|
18,485
|
|
|
$
|
21,344
|
|
|
$
|
37,364
|
|
Depletion
|
|
537
|
|
|
488
|
|
|
1,981
|
|
|
2,461
|
|
||||
Accretion
|
|
442
|
|
|
424
|
|
|
884
|
|
|
848
|
|
||||
Total incurred
|
|
$
|
9,841
|
|
|
$
|
19,397
|
|
|
$
|
24,209
|
|
|
$
|
40,673
|
|
Note 7
|
— DEBT
|
•
|
Our maximum leverage ratio (calculated as the ratio of funded indebtedness to adjusted EBITDA for the prior four fiscal quarters) is
3.5
to 1, where funded indebtedness is calculated as total funded indebtedness minus cash and cash equivalent investments on hand up to a maximum of $
75 million
. Our leverage ratio at June 30, 2016, was
10.3
to 1.
|
•
|
Our minimum fixed charge coverage ratio (calculated as the ratio of adjusted EBITDA for the prior four fiscal quarters, minus maintenance capital expenditures and cash paid for income taxes, to interest expense plus scheduled principal amortization of long-term funded indebtedness) is
1.3
to 1, where annual maintenance capital expenditures is set at
$20 million
. Our fixed charge coverage ratio at June 30, 2016, was
(1.4)
to 1.
|
•
|
$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
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Unsecured Senior Notes
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Less deferred financing costs
|
(2,160
|
)
|
|
(515
|
)
|
||
Long-term debt, net
|
$
|
147,840
|
|
|
$
|
149,485
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Asset retirement obligation, at beginning of period
|
|
$
|
23,393
|
|
|
$
|
22,461
|
|
|
$
|
22,951
|
|
|
$
|
22,037
|
|
Liabilities settled
|
|
(3
|
)
|
|
(16
|
)
|
|
(3
|
)
|
|
(16
|
)
|
||||
Liabilities incurred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Changes in estimated obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accretion of discount
|
|
442
|
|
|
424
|
|
|
884
|
|
|
848
|
|
||||
Total asset retirement obligation, at end of period
|
|
$
|
23,832
|
|
|
$
|
22,869
|
|
|
$
|
23,832
|
|
|
$
|
22,869
|
|
|
|
|
|
Weighted Average
Grant-Date Fair Value |
|||
|
|
Shares
|
|
||||
Non-vested restricted shares of common stock, beginning of period
|
|
459,663
|
|
|
$
|
14.93
|
|
Granted
|
|
562,010
|
|
|
$
|
1.28
|
|
Vested
|
|
(211,861
|
)
|
|
$
|
15.53
|
|
Forfeited
|
|
(49,509
|
)
|
|
$
|
14.46
|
|
Non-vested restricted shares of common stock, end of period
|
|
760,303
|
|
|
$
|
11.09
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
1
|
|
Weighted Average Remaining Contractual Life
(in years) |
|
Outstanding non-qualified stock
|
|
|
|
|
|
|
|
|
|
options, end of period
|
|
218,857
|
|
|
$25.74
|
|
$—
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest, end
|
|
|
|
|
|
|
|
|
|
of period
|
|
218,857
|
|
|
$25.74
|
|
$—
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
Exercisable non-qualified
|
|
|
|
|
|
|
|
|
|
stock options, end of period
|
|
218,857
|
|
|
$25.74
|
|
$—
|
|
3.1
|
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.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current portion of income tax expense (benefit)
|
|
$
|
1
|
|
|
$
|
(148
|
)
|
|
$
|
3
|
|
|
$
|
(34
|
)
|
Deferred portion of income tax (benefit) expense
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
2,755
|
|
||||
Total income tax expense (benefit)
|
|
$
|
1
|
|
|
$
|
(350
|
)
|
|
$
|
3
|
|
|
$
|
2,721
|
|
Effective tax rate
|
|
—
|
%
|
|
6.6
|
%
|
|
—
|
%
|
|
63.1
|
%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Valuation allowance, beginning of period
|
|
$
|
300,601
|
|
|
$
|
268
|
|
Additions
|
|
13,847
|
|
|
—
|
|
||
Reversals
|
|
—
|
|
|
—
|
|
||
Valuation allowance, end of period
|
|
$
|
314,448
|
|
|
$
|
268
|
|
2016
|
|
|
||
For the three months ended June 30, 2016
|
|
$
|
1,530
|
|
For the six months ended June 30, 2016
|
|
$
|
3,078
|
|
|
|
|
||
2015
|
|
|
||
For the three months ended June 30, 2015
|
|
$
|
1,977
|
|
For the six months ended June 30, 2015
|
|
$
|
3,721
|
|
•
|
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
|
||||||||||||
|
|
June 30, 2016
|
|
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
|
|
$
|
15,593
|
|
|
$
|
—
|
|
|
$
|
15,593
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||
|
|
December 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
|
|
$
|
53,317
|
|
|
$
|
—
|
|
|
$
|
53,317
|
|
|
$
|
—
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior notes
|
|
$
|
150,000
|
|
|
$
|
137,000
|
|
|
$
|
150,000
|
|
|
$
|
138,000
|
|
Three Months Ended June 30, 2016
|
|
Potash
|
|
Trio
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
39,196
|
|
|
$
|
12,644
|
|
|
$
|
—
|
|
|
$
|
51,840
|
|
Less: Freight costs
|
|
6,882
|
|
|
2,049
|
|
|
—
|
|
|
8,931
|
|
||||
Warehousing and handling costs
|
|
2,132
|
|
|
406
|
|
|
—
|
|
|
2,538
|
|
||||
Cost of goods sold
|
|
32,502
|
|
|
9,348
|
|
|
—
|
|
|
41,850
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
2,930
|
|
|
—
|
|
|
—
|
|
|
2,930
|
|
||||
Costs associated with abnormal
production and other |
|
—
|
|
|
1,057
|
|
|
—
|
|
|
1,057
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(5,250
|
)
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
(5,466
|
)
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
8,647
|
|
|
$
|
879
|
|
|
$
|
315
|
|
|
$
|
9,841
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2016
|
|
Potash
|
|
Trio
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
92,891
|
|
|
$
|
32,226
|
|
|
$
|
—
|
|
|
$
|
125,117
|
|
Less: Freight costs
|
|
13,433
|
|
|
5,830
|
|
|
—
|
|
|
19,263
|
|
||||
Warehousing and handling costs
|
|
4,286
|
|
|
916
|
|
|
—
|
|
|
5,202
|
|
||||
Cost of goods sold
|
|
79,790
|
|
|
21,837
|
|
|
—
|
|
|
101,627
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
11,937
|
|
|
—
|
|
|
—
|
|
|
11,937
|
|
||||
Costs associated with abnormal
production and other |
|
650
|
|
|
1,057
|
|
|
—
|
|
|
1,707
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(17,205
|
)
|
|
$
|
2,586
|
|
|
$
|
—
|
|
|
$
|
(14,619
|
)
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
20,880
|
|
|
$
|
2,554
|
|
|
$
|
775
|
|
|
$
|
24,209
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2015
|
|
Potash
|
|
Trio
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
57,093
|
|
|
$
|
16,558
|
|
|
$
|
—
|
|
|
$
|
73,651
|
|
Less: Freight costs
|
|
4,478
|
|
|
2,420
|
|
|
—
|
|
|
6,898
|
|
||||
Warehousing and handling costs
|
|
2,771
|
|
|
666
|
|
|
—
|
|
|
3,437
|
|
||||
Cost of goods sold
|
|
45,867
|
|
|
9,568
|
|
|
—
|
|
|
55,435
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
5,276
|
|
|
—
|
|
|
—
|
|
|
5,276
|
|
||||
Costs associated with abnormal
production and other |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(1,299
|
)
|
|
$
|
3,904
|
|
|
$
|
—
|
|
|
$
|
2,605
|
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
15,890
|
|
|
$
|
3,063
|
|
|
$
|
444
|
|
|
$
|
19,397
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2015
|
|
Potash
|
|
Trio
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
147,822
|
|
|
$
|
42,850
|
|
|
$
|
—
|
|
|
$
|
190,672
|
|
Less: Freight costs
|
|
11,684
|
|
|
6,126
|
|
|
—
|
|
|
17,810
|
|
||||
Warehousing and handling costs
|
|
5,779
|
|
|
1,405
|
|
|
—
|
|
|
7,184
|
|
||||
Cost of goods sold
|
|
113,320
|
|
|
25,397
|
|
|
—
|
|
|
138,717
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
5,636
|
|
|
—
|
|
|
—
|
|
|
5,636
|
|
||||
Costs associated with abnormal
production and other |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gross Margin
|
|
$
|
11,403
|
|
|
$
|
9,922
|
|
|
$
|
—
|
|
|
$
|
21,325
|
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
33,633
|
|
|
$
|
6,294
|
|
|
$
|
746
|
|
|
$
|
40,673
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
our ability to successfully adapt to our new business model after the idling of our West facility and the transition of our East facility to Trio
®
-only production
|
•
|
our ability to comply with covenants in our debt-related agreements to avoid a default under those agreements; our ability to come to an agreement with our current and potential future lenders on definitive terms for our debt-related agreements going forward; or a further reduction in the total amount available to us under our credit facility
|
•
|
changes in the price, demand, or supply of potash or Trio
®
/langbeinite
|
•
|
adverse impacts to our business as a result of our independent auditor having expressed substantial doubt as to our ability to continue as a going concern due to the existence of a material uncertainty
|
•
|
the costs of, and our ability to successfully construct, commission, and execute, any of our strategic projects
|
•
|
declines or changes in agricultural production or fertilizer application rates
|
•
|
further write-downs of the carrying value of our assets, including inventories
|
•
|
circumstances that disrupt or limit our production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems
|
•
|
changes in our reserve estimates
|
•
|
currency fluctuations
|
•
|
adverse changes in economic conditions or credit markets
|
•
|
the impact of governmental regulations, including environmental and mining regulations, the enforcement of those regulations, and governmental policy changes
|
•
|
adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines
|
•
|
increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise
|
•
|
changes in the prices of raw materials, including chemicals, natural gas, and power
|
•
|
our ability to obtain and maintain any necessary governmental permits or leases relating to current or future operations
|
•
|
declines in the use of potash products by oil and gas companies in their drilling operations
|
•
|
interruptions in rail or truck transportation services, or fluctuations in the costs of these services
|
•
|
our inability to fund necessary capital investments
|
•
|
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, 2015, as updated by our subsequent Quarterly Reports on Form 10-Q
|
(in thousands)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
$
|
51,840
|
|
|
$
|
73,651
|
|
|
$
|
125,117
|
|
|
$
|
190,672
|
|
Cost of goods sold
|
|
41,850
|
|
|
55,435
|
|
|
101,627
|
|
|
138,717
|
|
||||
Gross (Deficit) Margin
|
|
(5,466
|
)
|
|
2,605
|
|
|
(14,619
|
)
|
|
21,325
|
|
Net (Loss) Income
|
|
$
|
(13,398
|
)
|
|
$
|
(4,937
|
)
|
|
$
|
(31,825
|
)
|
|
$
|
1,592
|
|
Production volume (in thousands of tons):
|
|
|
|
|
|
|
|
|
||||
Potash
|
|
116
|
|
|
152
|
|
|
331
|
|
|
389
|
|
Langbeinite
|
|
71
|
|
|
43
|
|
|
115
|
|
|
80
|
|
Sales volume (in thousands of tons):
|
|
|
|
|
|
|
|
|
||||
Potash
|
|
168
|
|
|
147
|
|
|
386
|
|
|
377
|
|
Trio
®
|
|
33
|
|
|
37
|
|
|
83
|
|
|
98
|
|
Average Net Realized Sales Price per Ton
1
|
|
|
|
|
|
|
||||||||||
Potash
|
|
$
|
193
|
|
|
$
|
358
|
|
|
$
|
206
|
|
|
$
|
361
|
|
Trio
®
|
|
$
|
320
|
|
|
$
|
383
|
|
|
$
|
318
|
|
|
$
|
373
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
$
|
39,196
|
|
|
$
|
57,093
|
|
|
$
|
92,891
|
|
|
$
|
147,822
|
|
Less: Freight costs
|
|
6,882
|
|
|
4,478
|
|
|
13,433
|
|
|
11,684
|
|
||||
Warehouse & handling costs
|
|
2,132
|
|
|
2,771
|
|
|
4,286
|
|
|
5,779
|
|
||||
Cost of goods sold
|
|
32,502
|
|
|
45,867
|
|
|
79,790
|
|
|
113,320
|
|
||||
Lower-of-cost-or-market
inventory adjustments
|
|
2,930
|
|
|
5,276
|
|
|
11,937
|
|
|
5,636
|
|
||||
Costs associated with
abnormal production and other
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(5,250
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
(17,205
|
)
|
|
$
|
11,403
|
|
Depreciation, depletion and amortization incurred
2
|
|
$
|
8,647
|
|
|
$
|
15,890
|
|
|
$
|
20,880
|
|
|
$
|
33,633
|
|
Sales Volumes (tons in thousands)
|
|
168
|
|
|
147
|
|
|
386
|
|
|
377
|
|
||||
Production Volumes (tons in thousands)
|
|
116
|
|
|
152
|
|
|
331
|
|
|
389
|
|
Average Net Realized Sales Price per Ton
1
|
|
$
|
193
|
|
|
$
|
358
|
|
|
$
|
206
|
|
|
$
|
361
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Agricultural
|
|
91%
|
|
74%
|
|
91%
|
|
78%
|
Industrial
|
|
4%
|
|
18%
|
|
4%
|
|
16%
|
Feed
|
|
5%
|
|
8%
|
|
5%
|
|
6%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
$
|
12,644
|
|
|
$
|
16,558
|
|
|
$
|
32,226
|
|
|
$
|
42,850
|
|
Less: Freight costs
|
|
2,049
|
|
|
2,420
|
|
|
5,830
|
|
|
6,126
|
|
||||
Warehouse & handling costs
|
|
406
|
|
|
666
|
|
|
916
|
|
|
1,405
|
|
||||
Cost of goods sold
|
|
9,348
|
|
|
9,568
|
|
|
21,837
|
|
|
25,397
|
|
||||
Costs associated with abnormal
production and other
|
|
1,057
|
|
|
—
|
|
|
1,057
|
|
|
—
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(216
|
)
|
|
$
|
3,904
|
|
|
$
|
2,586
|
|
|
$
|
9,922
|
|
Depreciation, depletion and amortization incurred
2
|
|
$
|
879
|
|
|
$
|
3,063
|
|
|
$
|
2,554
|
|
|
$
|
6,294
|
|
Sales Volumes (tons in thousands)
|
|
33
|
|
|
37
|
|
|
83
|
|
|
98
|
|
||||
Production Volumes (tons in thousands)
|
|
71
|
|
|
43
|
|
|
115
|
|
|
80
|
|
Average Net Realized Sales Price per Ton
1
|
|
$
|
320
|
|
|
$
|
383
|
|
|
$
|
318
|
|
|
$
|
373
|
|
|
|
United States
|
|
Export
|
|
|
|
|
|
2016
|
|
|
|
|
For the three months ended June 30, 2016
|
|
88%
|
|
12%
|
For the six months ended June 30, 2016
|
|
94%
|
|
6%
|
|
|
|
|
|
2015
|
|
|
|
|
For the three months ended June 30, 2015
|
|
91%
|
|
9%
|
For the six months ended June 30, 2015
|
|
93%
|
|
7%
|
|
|
Average Net Realized Sales Price
1
of
|
|
|
Trio
®
|
|
|
(Per ton)
|
June 30, 2016
|
|
$320
|
March 31, 2016
|
|
$316
|
December 31, 2015
|
|
$330
|
September 30, 2015
|
|
$379
|
June 30, 2015
|
|
$383
|
March 31, 2015
|
|
$367
|
•
|
$8.7 million
in cash;
|
•
|
$22.3 million
in cash equivalent investments, consisting of money market accounts with banking institutions that we believe are financially sound; and
|
•
|
$16.6 million
invested in short-term investments.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows provided by operating activities
|
|
$
|
403
|
|
|
$
|
55,194
|
|
Cash flows provided by (used in) investing activities
|
|
$
|
24,100
|
|
|
$
|
(81,468
|
)
|
Cash flows used in financing activities
|
|
$
|
(2,826
|
)
|
|
$
|
(1,030
|
)
|
•
|
Our maximum leverage ratio (calculated as the ratio of funded indebtedness to adjusted EBITDA for the prior four fiscal quarters) is 3.5 to 1, where funded indebtedness is calculated as total funded indebtedness minus cash and cash equivalent investments on hand up to a maximum of $75 million. Our leverage ratio at June 30, 2016, was
10.3
to 1.
|
•
|
Our minimum fixed charge coverage ratio (calculated as the ratio of adjusted EBITDA for the prior four fiscal quarters, minus maintenance capital expenditures and cash paid for income taxes, to interest expense plus scheduled principal amortization of long-term funded indebtedness) is 1.3 to 1, where annual maintenance capital expenditures is set at $20 million. Our fixed charge coverage ratio at June 30, 2016, was
(1.4)
to 1.
|
•
|
$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 June 30,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
(in thousands except per ton amounts)
|
|
Potash
|
|
Trio
®
|
|
Total
|
|
Potash
|
|
Trio
®
|
|
Total
|
||||||||||||
Sales
|
|
$
|
39,196
|
|
|
$
|
12,644
|
|
|
$
|
51,840
|
|
|
$
|
57,093
|
|
|
$
|
16,558
|
|
|
$
|
73,651
|
|
Freight costs
|
|
6,882
|
|
|
2,049
|
|
|
8,931
|
|
|
4,478
|
|
|
2,420
|
|
|
6,898
|
|
||||||
Subtotal
|
|
$
|
32,314
|
|
|
$
|
10,595
|
|
|
$
|
42,909
|
|
|
$
|
52,615
|
|
|
$
|
14,138
|
|
|
$
|
66,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tons sold
|
|
168
|
|
|
33
|
|
|
|
|
147
|
|
|
37
|
|
|
|
||||||||
Average net realized sales price per ton
|
|
$
|
193
|
|
|
$
|
320
|
|
|
|
|
$
|
358
|
|
|
$
|
383
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
(in thousands except per ton amounts)
|
|
Potash
|
|
Trio
®
|
|
Total
|
|
Potash
|
|
Trio
®
|
|
Total
|
||||||||||||
Sales
|
|
$
|
92,891
|
|
|
$
|
32,226
|
|
|
$
|
125,117
|
|
|
$
|
147,822
|
|
|
$
|
42,850
|
|
|
$
|
190,672
|
|
Freight costs
|
|
13,433
|
|
|
5,830
|
|
|
19,263
|
|
|
11,684
|
|
|
6,126
|
|
|
17,810
|
|
||||||
Net sales
|
|
$
|
79,458
|
|
|
$
|
26,396
|
|
|
$
|
105,854
|
|
|
$
|
136,138
|
|
|
$
|
36,724
|
|
|
$
|
172,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tons sold
|
|
386
|
|
|
83
|
|
|
|
|
377
|
|
|
98
|
|
|
|
||||||||
Average net realized sales price per ton
|
|
$
|
206
|
|
|
$
|
318
|
|
|
|
|
$
|
361
|
|
|
$
|
373
|
|
|
|
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
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
INTREPID POTASH, INC.
(Registrant) |
|
|
|
Dated: August 3, 2016
|
|
/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: August 3, 2016
|
|
/s/
Brian D. Frantz
|
|
|
Brian D. Frantz - Senior Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
3.1
|
|
Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on May 26. 2016).
|
10.1
|
|
Waiver and Amendment No. 6 to Credit Agreement, dated as of May 6, 2016, by and among Intrepid Potash, Inc., each of the lenders named therein, and U.S. Bank National Association, as Administrative Agent (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on May 9, 2016).
|
10.2
|
|
Waiver and Amendment No. 7 to Credit Agreement, dated as of July 29, 2016, by and among Intrepid Potash, Inc., each of the lenders named therein, and U.S. Bank National Association, as Administrative Agent (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on July 29, 2016).
|
10.3
|
|
Second Waiver to Note Purchase Agreement, dated as of May 6, 2016, by and among Intrepid Potash, Inc. and each of the purchasers named therein (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on May 9, 2016).
|
10.4
|
|
Third Waiver to Note Purchase Agreement, dated as of June 30, 2016, by and among Intrepid Potash, Inc. and each of the purchasers named therein (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on June 30, 2016).
|
10.5
|
|
Fourth Waiver to Note Purchase Agreement, dated as of July 15, 2016, by and among Intrepid Potash, Inc. and each of the purchasers named therein (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on July 15, 2016).
|
10.6
|
|
Fifth Waiver to Note Purchase Agreement, dated as of July 29, 2016, by and among Intrepid Potash, Inc. and each of the purchasers named therein (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on July 29, 2016).
|
10.7
|
|
Intrepid Potash, Inc. Amended and Restated Short-Term Incentive Plan (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on May 26, 2016).†
|
10.8
|
|
Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to Intrepid Potash, Inc.'s Current Report on Form 8-K (File No. 001-34025) filed on May 26, 2016).†
|
10.9
|
|
Form of Restricted Stock Agreement under Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan.†*
|
10.10
|
|
Form of Stock Option Agreement under Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan.†*
|
10.11
|
|
Separation Agreement and General Release, dated as of May 6, 2016, by and between Intrepid Potash, Inc. and Kelvin G. Feist.†*
|
|
|
|
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 Principal 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 Principal 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.*
|
|
|
|
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.*
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
Grantee:
|
__________________
|
Number of Shares of
Restricted Stock Granted:
|
__________________
|
Grant Date:
|
__________________
|
Vesting Schedule:
|
The shares of Restricted Stock will vest _________________, provided that you remain in continuous Service with Intrepid or an Affiliate from the Grant Date through the applicable installment date (each date, a “
Vesting Date
”).
|
Optionee:
|
|
Number of Shares of
Common Stock Covered by the Option:
|
|
Exercise Price Per Share:
|
|
Grant Date:
|
|
Expiration Date:
|
|
Type of Option:
|
Non-Qualified Stock Option
|
Vesting Schedule:
|
The Option will vest and become exercisable _______________________________, provided that you remain in continuous Service with Intrepid or an Affiliate from the Grant Date through the applicable installment date (each date, a “
Vesting Date
”).
|
To the Corporation:
|
Intrepid Potash, Inc.
|
To Executive:
|
At the address currently on the Corporation’s records
|
|
Intrepid Potash, Inc.
|
|
|
Dated: May 6, 2016
|
By: _
/s/ James N. Whyte
__________________
|
|
Name: James N. Whyte
|
|
Title: Executive Vice President of Human
Resources and Risk Management
|
|
|
|
Kelvin G. Feist
|
|
|
Dated: May 6, 2016
|
/s/ Kelvin G. Feist
|
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 the 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: August 3, 2016
|
|
/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 the 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: August 3, 2016
|
|
/s/ BRIAN D. FRANTZ
|
|
|
Brian D. Frantz
Senior Vice President and Chief Accounting 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: August 3, 2016
|
|
/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: August 3, 2016
|
|
/s/ BRIAN D. FRANTZ
|
|
|
Brian D. Frantz
Senior Vice President and Chief Accounting 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)
|
1
|
—
|
—
|
—
|
—
|
|
$527
|
|
—
|
—
|
—
|
1
|
1
|
2
|
Intrepid Potash West
(29-00175)
|
1
|
—
|
—
|
—
|
—
|
|
$508
|
|
—
|
—
|
—
|
3
|
—
|
—
|
Intrepid Potash North
(29-02028)
|
—
|
—
|
—
|
—
|
—
|
|
$427
|
|
—
|
—
|
—
|
1
|
—
|
1
|
•
|
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)
|
3
|
—
|
—
|
—
|
—
|
—
|
3
|
Intrepid Potash North
(29-02028)
|
1
|
—
|
—
|
—
|
—
|
—
|
1
|
•
|
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.
|