|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the Quarterly Period Ended March 31, 2017
|
|
or
|
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the transition period from ______ to ______
|
Delaware
|
26-1501877
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
707 17th Street, Suite 4200, Denver, Colorado
|
80202
|
(Address of principal executive offices)
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(Zip Code)
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Page
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|
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March 31,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20,770
|
|
|
$
|
4,464
|
|
Accounts receivable:
|
|
|
|
|
||||
Trade, net
|
|
19,119
|
|
|
10,343
|
|
||
Other receivables, net
|
|
892
|
|
|
492
|
|
||
Refundable income taxes
|
|
1,384
|
|
|
1,379
|
|
||
Inventory, net
|
|
86,194
|
|
|
94,355
|
|
||
Prepaid expenses and other current assets
|
|
8,317
|
|
|
12,710
|
|
||
Total current assets
|
|
136,676
|
|
|
123,743
|
|
||
|
|
|
|
|
||||
Property, plant, equipment, and mineral properties, net
|
|
374,293
|
|
|
388,490
|
|
||
Long-term parts inventory, net
|
|
23,731
|
|
|
21,037
|
|
||
Other assets, net
|
|
4,381
|
|
|
7,631
|
|
||
Total Assets
|
|
$
|
539,081
|
|
|
$
|
540,901
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Accounts payable:
|
|
|
|
|
||||
Trade
|
|
$
|
8,981
|
|
|
$
|
10,210
|
|
Related parties
|
|
28
|
|
|
31
|
|
||
Accrued liabilities
|
|
10,742
|
|
|
8,690
|
|
||
Accrued employee compensation and benefits
|
|
2,762
|
|
|
4,225
|
|
||
Other current liabilities
|
|
145
|
|
|
964
|
|
||
Total current liabilities
|
|
22,658
|
|
|
24,120
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
88,017
|
|
|
133,434
|
|
||
Asset retirement obligation
|
|
20,365
|
|
|
19,976
|
|
||
Total Liabilities
|
|
131,040
|
|
|
177,530
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
Common stock, $0.001 par value; 400,000,000 shares authorized;
|
|
|
|
|
||||
and 125,995,330 and 75,839,998 shares outstanding
|
|
|
|
|
||||
at March 31, 2017, and December 31, 2016, respectively
|
|
126
|
|
|
76
|
|
||
Additional paid-in capital
|
|
642,071
|
|
|
583,653
|
|
||
Retained deficit
|
|
(234,156
|
)
|
|
(220,358
|
)
|
||
Total Stockholders' Equity
|
|
408,041
|
|
|
363,371
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
539,081
|
|
|
$
|
540,901
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Sales
|
|
$
|
48,332
|
|
|
$
|
73,277
|
|
Less:
|
|
|
|
|
||||
Freight costs
|
|
8,721
|
|
|
10,332
|
|
||
Warehousing and handling costs
|
|
2,770
|
|
|
2,664
|
|
||
Cost of goods sold
|
|
35,873
|
|
|
59,777
|
|
||
Lower-of-cost-or-market inventory adjustments
|
|
3,824
|
|
|
9,007
|
|
||
Costs associated with abnormal production
|
|
—
|
|
|
650
|
|
||
Gross Deficit
|
|
(2,856
|
)
|
|
(9,153
|
)
|
||
|
|
|
|
|
||||
Selling and administrative
|
|
4,404
|
|
|
6,570
|
|
||
Accretion of asset retirement obligation
|
|
389
|
|
|
442
|
|
||
Restructuring expense
|
|
—
|
|
|
400
|
|
||
Care and maintenance expense
|
|
692
|
|
|
—
|
|
||
Other operating expense (income)
|
|
1,650
|
|
|
(104
|
)
|
||
Operating Loss
|
|
(9,991
|
)
|
|
(16,461
|
)
|
||
|
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
|
||||
Interest expense, net
|
|
(4,421
|
)
|
|
(2,229
|
)
|
||
Interest income
|
|
3
|
|
|
123
|
|
||
Other income
|
|
736
|
|
|
142
|
|
||
Loss Before Income Taxes
|
|
(13,673
|
)
|
|
(18,425
|
)
|
||
|
|
|
|
|
||||
Income Tax Expense
|
|
(5
|
)
|
|
(2
|
)
|
||
Net Loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,427
|
)
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding:
|
|
|
|
|
||||
Basic
|
|
81,992,071
|
|
|
75,756,535
|
|
||
Diluted
|
|
81,992,071
|
|
|
75,756,535
|
|
||
Loss Per Share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
(0.24
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
(0.24
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net Loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,427
|
)
|
Other Comprehensive Income:
|
|
|
|
|
||||
Net change in unrealized gain on investments available for sale,
net of tax |
|
—
|
|
|
30
|
|
||
Other Comprehensive Income
|
|
—
|
|
|
30
|
|
||
Comprehensive Loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,397
|
)
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Deficit
|
|
Total Stockholders' Equity
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2016
|
|
75,839,998
|
|
|
$
|
76
|
|
|
$
|
583,653
|
|
|
$
|
(220,358
|
)
|
|
$
|
363,371
|
|
Adjustment to opening balance
|
|
|
|
|
|
120
|
|
|
(120
|
)
|
|
—
|
|
||||||
Issuance of common stock
|
|
50,072,917
|
|
|
50
|
|
|
57,418
|
|
|
|
|
57,468
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,678
|
)
|
|
(13,678
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
989
|
|
|
—
|
|
|
989
|
|
||||
Vesting of restricted common stock, net of restricted common stock used to fund employee income tax withholding due upon vesting
|
|
82,415
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
||||
Balance, March 31, 2017
|
|
125,995,330
|
|
|
$
|
126
|
|
|
$
|
642,071
|
|
|
$
|
(234,156
|
)
|
|
$
|
408,041
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,427
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation, depletion, and accretion
|
|
9,323
|
|
|
14,368
|
|
||
Amortization of deferred financing costs
|
|
821
|
|
|
783
|
|
||
Stock-based compensation
|
|
989
|
|
|
1,046
|
|
||
Lower-of-cost-or-market inventory adjustments
|
|
3,824
|
|
|
9,007
|
|
||
Loss (gain) on disposal of assets
|
|
1,559
|
|
|
(15
|
)
|
||
Allowance for parts inventory obsolescence
|
|
—
|
|
|
532
|
|
||
Other
|
|
3,006
|
|
|
258
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
(8,776
|
)
|
|
(14,689
|
)
|
||
Other receivables, net
|
|
(399
|
)
|
|
(191
|
)
|
||
Refundable income taxes
|
|
(5
|
)
|
|
40
|
|
||
Inventory, net
|
|
1,643
|
|
|
(7,745
|
)
|
||
Prepaid expenses and other current assets
|
|
4,393
|
|
|
7,303
|
|
||
Accounts payable, accrued liabilities, and accrued employee
compensation and benefits |
|
(65
|
)
|
|
6,596
|
|
||
Other liabilities
|
|
(819
|
)
|
|
40
|
|
||
Net cash provided by (used in) operating activities
|
|
1,816
|
|
|
(1,094
|
)
|
||
|
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Additions to property, plant, equipment, and mineral properties
|
|
(2,423
|
)
|
|
(6,018
|
)
|
||
Proceeds from sale of property, plant, equipment, and mineral properties
|
|
5,553
|
|
|
—
|
|
||
Proceeds from sale of investments
|
|
1
|
|
|
23,634
|
|
||
Net cash provided by investing activities
|
|
3,131
|
|
|
17,616
|
|
||
|
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Issuance of common stock, net of transaction costs
|
|
57,468
|
|
|
—
|
|
||
Repayments of long-term debt
|
|
(46,000
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
—
|
|
|
(1,235
|
)
|
||
Employee tax withholding paid for restricted stock upon vesting
|
|
(109
|
)
|
|
(172
|
)
|
||
Net cash provided by (used in) financing activities
|
|
11,359
|
|
|
(1,407
|
)
|
||
|
|
|
|
|
||||
Net Change in Cash and Cash Equivalents
|
|
16,306
|
|
|
15,115
|
|
||
Cash and Cash Equivalents, beginning of period
|
|
4,464
|
|
|
9,307
|
|
||
Cash and Cash Equivalents, end of period
|
|
$
|
20,770
|
|
|
$
|
24,422
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Net cash paid (refunded) during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
2,467
|
|
|
$
|
134
|
|
Income taxes
|
|
$
|
10
|
|
|
$
|
(38
|
)
|
Accrued purchases for property, plant, equipment, and mineral properties
|
|
$
|
214
|
|
|
$
|
2,004
|
|
Note 1
|
— COMPANY BACKGROUND
|
Note 2
|
— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Note 3
|
— LOSS PER SHARE
|
|
|
Three Months Ended March 31,
|
||||
|
|
2017
|
|
2016
|
||
Anti-dilutive shares of restricted common stock
|
|
3,398,777
|
|
|
336,330
|
|
|
|
|
|
|
||
Anti-dilutive shares of stock options outstanding
|
|
1,866,038
|
|
|
235,854
|
|
|
|
|
|
|
||
Anti-dilutive shares of performance units
|
|
63,025
|
|
|
126,050
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,427
|
)
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
|
81,992
|
|
|
75,757
|
|
||
Add: Dilutive effect of restricted stock
|
|
—
|
|
|
—
|
|
||
Add: Dilutive effect of performance units
|
|
—
|
|
|
—
|
|
||
Diluted weighted average common shares outstanding
|
|
81,992
|
|
|
75,757
|
|
||
|
|
|
|
|
||||
Loss per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
(0.24
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
(0.24
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash
|
$
|
20,770
|
|
|
$
|
4,464
|
|
Note 5
|
— INVENTORY AND LONG-TERM PARTS INVENTORY
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Finished goods product inventory
|
|
$
|
52,396
|
|
|
$
|
52,571
|
|
In-process mineral inventory
|
|
16,377
|
|
|
22,126
|
|
||
Total product inventory
|
|
68,773
|
|
|
74,697
|
|
||
Current parts inventory, net
|
|
17,421
|
|
|
19,658
|
|
||
Total current inventory, net
|
|
86,194
|
|
|
94,355
|
|
||
Long-term parts inventory, net
|
|
23,731
|
|
|
21,037
|
|
||
Total inventory, net
|
|
$
|
109,925
|
|
|
$
|
115,392
|
|
Note 6
|
— PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Buildings and plant
|
|
$
|
79,432
|
|
|
$
|
82,457
|
|
Machinery and equipment
|
|
225,570
|
|
|
227,987
|
|
||
Vehicles
|
|
4,743
|
|
|
4,750
|
|
||
Office equipment and improvements
|
|
12,598
|
|
|
12,505
|
|
||
Ponds and land improvements
|
|
54,990
|
|
|
57,474
|
|
||
Total depreciable assets
|
|
$
|
377,333
|
|
|
$
|
385,173
|
|
Accumulated depreciation
|
|
(121,559
|
)
|
|
(116,194
|
)
|
||
Total depreciable assets, net
|
|
$
|
255,774
|
|
|
$
|
268,979
|
|
|
|
|
|
|
||||
Mineral properties and development costs
|
|
$
|
138,785
|
|
|
$
|
138,578
|
|
Accumulated depletion
|
|
(23,742
|
)
|
|
(21,974
|
)
|
||
Total depletable assets, net
|
|
$
|
115,043
|
|
|
$
|
116,604
|
|
|
|
|
|
|
||||
Land
|
|
$
|
519
|
|
|
$
|
719
|
|
Construction in progress
|
|
$
|
2,957
|
|
|
$
|
2,188
|
|
Total property, plant, equipment, and mineral properties, net
|
|
$
|
374,293
|
|
|
$
|
388,490
|
|
Note 7
|
— DEBT
|
•
|
$35.6 million
of Senior Notes, Series A, due April 16, 2020
|
•
|
$26.7 million
of Senior Notes, Series B, due April 14, 2023
|
•
|
$26.7 million
of Senior Notes, Series C, due April 16, 2025
|
•
|
The agreement requires us to maintain a minimum trailing twelve-month adjusted EBITDA, which adjusts over time and is measured quarterly through March 2018, ranging from negative
$15 million
in the period ended March 31, 2017 to negative
$7.5 million
in the period ending March 31, 2018. Adjusted EBITDA is a non-GAAP measure that is calculated as adjusted earnings before interest, income taxes, depreciation, amortization, and certain other expenses for the prior four quarters, as defined under the agreement. Our adjusted EBITDA as calculated under the agreement was
$3.7 million
for the four quarters ended March 31, 2017.
|
•
|
The agreement requires us to maintain a minimum fixed charge coverage amount of negative
$15 million
and negative
$10 million
for the quarters ending June 30, 2018, and September 30, 2018, respectively. The agreement also includes requirements relating to a leverage ratio and a fixed charge coverage ratio to be tested on a quarterly basis commencing with the quarter ending June 30, 2018, with respect to the leverage ratio, and December 31, 2018, with respect to the fixed charge coverage ratio. The maximum leverage ratio will be
11.5
to 1.0 for the quarter ending June 30, 2018, and decreases to
3.5
to 1.0 for the quarter ending September 30, 2019, and each quarter thereafter. The minimum fixed charge coverage ratio will be
0.25
to 1.0 for the quarter ending December 31, 2018, and increases to
1.3
to 1.0 for the quarter ending September 30, 2019, and each quarter thereafter. In general, our fixed charge coverage amount is calculated as adjusted EBITDA for the prior four quarters, minus capital expenditures, cash paid for income taxes, and interest expense plus scheduled principal amortization of long-term funded indebtedness; our leverage ratio is calculated as the ratio of funded indebtedness to adjusted EBITDA for the prior four quarters; and our fixed charge coverage ratio is calculated as the ratio of adjusted EBITDA for the prior four quarters, minus capital expenditures and cash paid for income taxes, to interest expense plus scheduled principal amortization of long-term funded indebtedness.
|
•
|
The interest rates for the Notes increased by
4.5%
above the previous rates such that the Series A Senior Notes now bear interest at
7.73%
, the Series B Senior Notes now bear interest at
8.63%
, and the Series C Senior Notes now bear interest at
8.78%
, which reflect the highest rates in a pricing grid under the agreement. The interest rates are adjusted quarterly based upon our financial performance and certain financial covenant levels. In addition, additional interest of
2%
, which may be paid in kind, will begin to accrue on April 1, 2018, unless we satisfy certain financial covenant tests.
|
•
|
We are required to make certain offers to prepay the Notes with the proceeds of dispositions of certain specified property and with the proceeds of certain equity issuances, as set forth in the agreement. During the quarter
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior Notes
|
$
|
89,000
|
|
|
$
|
135,000
|
|
Less deferred financing costs
|
983
|
|
|
1,566
|
|
||
Long-term debt, net
|
$
|
88,017
|
|
|
$
|
133,434
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest on notes and line of credit commitment fees
|
|
$
|
2,836
|
|
|
$
|
1,536
|
|
Make-whole payment made March 31, 2017
|
|
794
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
|
821
|
|
|
783
|
|
||
Gross interest expense
|
|
4,451
|
|
|
2,319
|
|
||
Less capitalized interest
|
|
(30
|
)
|
|
(90
|
)
|
||
Interest expense, net
|
|
$
|
4,421
|
|
|
$
|
2,229
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Asset retirement obligation, at beginning of period
|
|
$
|
19,976
|
|
|
$
|
22,951
|
|
Accretion of discount
|
|
389
|
|
|
442
|
|
||
Total asset retirement obligation, at end of period
|
|
$
|
20,365
|
|
|
$
|
23,393
|
|
|
|
|
|
Weighted Average
Grant-Date Fair Value |
|||
|
|
Shares
|
|
||||
Restricted stock, beginning of period
|
|
3,531,418
|
|
|
$
|
1.78
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
(131,183
|
)
|
|
$
|
14.39
|
|
Forfeited
|
|
(146,071
|
)
|
|
$
|
1.29
|
|
Restricted stock, end of period
|
|
3,254,164
|
|
|
$
|
1.52
|
|
Risk free interest rate
|
|
1.8
|
%
|
Dividend yield
|
|
0.0
|
%
|
Estimated volatility
|
|
63.8
|
%
|
Expected option life
|
|
6.25 years
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Outstanding non-qualified stock
options, beginning of period |
|
1,883,706
|
|
|
$3.90
|
Granted
|
|
—
|
|
|
$—
|
Exercised
|
|
—
|
|
|
$—
|
Forfeited
|
|
(30,165
|
)
|
|
$1.03
|
Expired
|
|
(6,896
|
)
|
|
$27.33
|
Outstanding non-qualified stock
options, end of period |
|
1,846,645
|
|
|
$3.86
|
|
|
|
|
|
|
Vested or expected to vest,
end of period |
|
1,846,645
|
|
|
$3.86
|
|
|
|
|
|
|
Exercisable non-qualified stock
options, end of period |
|
211,961
|
|
|
$25.68
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Valuation allowance, beginning of period
|
|
$
|
326,097
|
|
|
$
|
300,601
|
|
Additions
|
|
4,425
|
|
|
8,004
|
|
||
Valuation allowance, end of period
|
|
$
|
330,522
|
|
|
$
|
308,605
|
|
Note 12
|
— COMMITMENTS AND CONTINGENCIES
|
•
|
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.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior notes
|
|
$
|
89,000
|
|
|
$
|
88,000
|
|
|
$
|
135,000
|
|
|
$
|
131,000
|
|
Three Months Ended March 31, 2017
|
|
Potash
|
|
Trio
®
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
27,220
|
|
|
$
|
21,112
|
|
|
$
|
—
|
|
|
$
|
48,332
|
|
Less: Freight costs
|
|
2,959
|
|
|
5,762
|
|
|
—
|
|
|
8,721
|
|
||||
Warehousing and handling costs
|
|
1,512
|
|
|
1,258
|
|
|
—
|
|
|
2,770
|
|
||||
Cost of goods sold
|
|
20,421
|
|
|
15,452
|
|
|
—
|
|
|
35,873
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
—
|
|
|
3,824
|
|
|
—
|
|
|
3,824
|
|
||||
Gross Margin (Deficit)
|
|
$
|
2,328
|
|
|
$
|
(5,184
|
)
|
|
$
|
—
|
|
|
$
|
(2,856
|
)
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
7,563
|
|
|
$
|
1,699
|
|
|
$
|
61
|
|
|
$
|
9,323
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2016
|
|
Potash
|
|
Trio
®
|
|
Corporate
|
|
Consolidated
|
||||||||
Sales
|
|
$
|
53,695
|
|
|
$
|
19,582
|
|
|
$
|
—
|
|
|
$
|
73,277
|
|
Less: Freight costs
|
|
6,551
|
|
|
3,781
|
|
|
—
|
|
|
10,332
|
|
||||
Warehousing and handling costs
|
|
2,154
|
|
|
510
|
|
|
—
|
|
|
2,664
|
|
||||
Cost of goods sold
|
|
47,288
|
|
|
12,489
|
|
|
—
|
|
|
59,777
|
|
||||
Lower-of-cost-or-market inventory
adjustments |
|
9,007
|
|
|
—
|
|
|
—
|
|
|
9,007
|
|
||||
Costs associated with abnormal
production |
|
650
|
|
|
—
|
|
|
—
|
|
|
650
|
|
||||
Gross (Deficit) Margin
|
|
$
|
(11,955
|
)
|
|
$
|
2,802
|
|
|
$
|
—
|
|
|
$
|
(9,153
|
)
|
Depreciation, depletion and amortization incurred
1
|
|
$
|
12,233
|
|
|
$
|
1,675
|
|
|
$
|
460
|
|
|
$
|
14,368
|
|
|
|
|
|
|
|
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
|
•
|
our ability to expand Trio
®
sales internationally and manage risks associated with international sales, including pricing pressure;
|
•
|
our ability to successfully identify and implement any opportunities to expand operations to include more by-products and non-potassium related products;
|
•
|
our ability to successfully execute on our plans to transition our sales model after the idling of our West facility and the transitioning of our East facility to Trio
®
-only production;
|
•
|
our ability to comply with the revised terms of our senior notes and revolving credit facility, including the covenants in each agreement, to avoid a default under these agreements;
|
•
|
changes in the price, demand, or supply of potash or Trio
®
/langbeinite;
|
•
|
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; and
|
•
|
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, 2016
, as updated by this Quarterly Report on Form 10-Q.
|
(in thousands)
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Sales
|
|
$
|
48,332
|
|
|
$
|
73,277
|
|
Less:
|
|
|
|
|
||||
Freight costs
|
|
8,721
|
|
|
10,332
|
|
||
Warehousing and handling costs
|
|
2,770
|
|
|
2,664
|
|
||
Cost of goods sold
|
|
35,873
|
|
|
59,777
|
|
||
Lower-of-cost-or-market inventory adjustments
|
|
3,824
|
|
|
9,007
|
|
||
Costs associated with abnormal production
|
|
—
|
|
|
650
|
|
||
Gross Deficit
|
|
(2,856
|
)
|
|
(9,153
|
)
|
Net Loss
|
|
$
|
(13,678
|
)
|
|
$
|
(18,427
|
)
|
Average Net Realized Sales Price per Ton
1
|
|
|
||||||
Potash
|
|
$
|
240
|
|
|
$
|
216
|
|
Trio
®
|
|
$
|
202
|
|
|
$
|
316
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest on notes and line of credit commitment fees
|
|
$
|
2,836
|
|
|
$
|
1,536
|
|
Make-whole payment made March 31, 2017
|
|
794
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
|
821
|
|
|
783
|
|
||
Gross interest expense
|
|
4,451
|
|
|
2,319
|
|
||
Less capitalized interest
|
|
(30
|
)
|
|
(90
|
)
|
||
Interest expense, net
|
|
$
|
4,421
|
|
|
$
|
2,229
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Sales
|
|
$
|
27,220
|
|
|
$
|
53,695
|
|
Less: Freight costs
|
|
2,959
|
|
|
6,551
|
|
||
Warehousing and handling costs
|
|
1,512
|
|
|
2,154
|
|
||
Cost of goods sold
|
|
20,421
|
|
|
47,288
|
|
||
Lower-of-cost-or-market inventory
adjustments |
|
—
|
|
|
9,007
|
|
||
Costs associated with abnormal
production |
|
—
|
|
|
650
|
|
||
Gross Margin (Deficit)
|
|
$
|
2,328
|
|
|
$
|
(11,955
|
)
|
Depreciation, depletion and amortization incurred
2
|
|
$
|
7,563
|
|
|
$
|
12,233
|
|
Sales Volumes (tons in thousands)
|
|
101
|
|
|
218
|
|
||
Production Volumes (tons in thousands)
|
|
118
|
|
|
215
|
|
Average Net Realized Sales Price per Ton
1
|
|
$
|
240
|
|
|
$
|
216
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Sales
|
|
$
|
21,112
|
|
|
$
|
19,582
|
|
Less: Freight costs
|
|
5,762
|
|
|
3,781
|
|
||
Warehousing and handling costs
|
|
1,258
|
|
|
510
|
|
||
Cost of goods sold
|
|
15,452
|
|
|
12,489
|
|
||
Lower-of-cost-or-market inventory
adjustments |
|
3,824
|
|
|
—
|
|
||
Gross (Deficit) Margin
|
|
$
|
(5,184
|
)
|
|
$
|
2,802
|
|
Depreciation, depletion and amortization incurred
2
|
|
$
|
1,699
|
|
|
$
|
1,675
|
|
Sales Volumes (tons in thousands)
|
|
76
|
|
|
50
|
|
||
Production Volumes (tons in thousands)
|
|
71
|
|
|
44
|
|
Average Net Realized Sales Price per Ton
1
|
|
$
|
202
|
|
|
$
|
316
|
|
|
|
United States
|
|
Export
|
For the three months ended March 31, 2017
|
|
75%
|
|
25%
|
|
|
|
|
|
For the three months ended March 31, 2016
|
|
97%
|
|
3%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows provided by (used in) operating activities
|
|
$
|
1,816
|
|
|
$
|
(1,094
|
)
|
Cash flows provided by investing activities
|
|
$
|
3,131
|
|
|
$
|
17,616
|
|
Cash flows provided by (used in) financing activities
|
|
$
|
11,359
|
|
|
$
|
(1,407
|
)
|
•
|
$35.6 million of Senior Notes, Series A, due April 16, 2020
|
•
|
$26.7 million of Senior Notes, Series B, due April 14, 2023
|
•
|
$26.7 million of Senior Notes, Series C, due April 16, 2025
|
•
|
The agreement requires us to maintain a minimum trailing twelve-month adjusted EBITDA, which adjusts over time and is measured quarterly through March 2018, ranging from negative $15 million in the period ended March 31, 2017, to negative $7.5 million in the period ending March 31, 2018. Adjusted EBITDA is a non-GAAP measure that is calculated as adjusted earnings before interest, income taxes, depreciation, amortization, and certain other expenses for the prior four quarters, as defined under the agreement. Our adjusted EBITDA as calculated under the agreement was
$3.7 million
for the four quarters ended March 31, 2017.
|
•
|
The agreement requires us to maintain a minimum fixed charge coverage amount of negative $15 million and negative $10 million for the quarters ending June 30, 2018, and September 30, 2018, respectively. The agreement also includes requirements relating to a leverage ratio and a fixed charge coverage ratio to be tested on a quarterly basis commencing with the quarter ending June 30, 2018, with respect to the leverage ratio, and December 31, 2018, with respect to the fixed charge coverage ratio. The maximum leverage ratio will be 11.5 to 1.0 for the quarter ending June 30, 2018, and decreases to 3.5 to 1.0 for the quarter ending September 30, 2019, and each quarter thereafter. The minimum fixed charge coverage ratio will be 0.25 to 1.0 for the quarter ending December 31, 2018, and increases to 1.3 to 1.0 for the quarter ending September 30, 2019, and each quarter thereafter. In general, our fixed charge coverage amount is calculated as adjusted EBITDA for the prior four quarters, minus capital expenditures, cash paid for income taxes and interest expense, plus scheduled principal amortization of long-term funded indebtedness; our leverage ratio is calculated as the ratio of funded
|
•
|
The interest rates for the Notes increased by 4.5% above the previous rates such that the Series A Senior Notes now bear interest at 7.73%, the Series B Senior Notes now bear interest at 8.63%, and the Series C Senior Notes now bear interest at 8.78%, which reflect the highest rates in a pricing grid under the agreement. The interest rates are adjusted quarterly based upon our financial performance and certain financial covenant levels. In addition, additional interest of 2%, which may be paid in kind, will begin to accrue on April 1, 2018, unless we satisfy certain financial covenant tests.
|
•
|
We are required to make certain offers to prepay the Notes with the proceeds of dispositions of certain specified property and with the proceeds of certain equity issuances, as set forth in the agreement. During the quarter ended March 31, 2017, we repaid the Notes by $5.5 million in conjunction with the sale of an asset and $40.5 million with the proceeds of an equity offering.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior Notes
|
$
|
89,000
|
|
|
$
|
135,000
|
|
Less deferred financing costs
|
(983
|
)
|
|
(1,566
|
)
|
||
Long-term debt, net
|
$
|
88,017
|
|
|
$
|
133,434
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
(in thousands except per ton amounts)
|
|
Potash
|
|
Trio
®
|
|
Total
|
|
Potash
|
|
Trio
®
|
|
Total
|
||||||||||||
Sales
|
|
$
|
27,220
|
|
|
$
|
21,112
|
|
|
$
|
48,332
|
|
|
$
|
53,695
|
|
|
$
|
19,582
|
|
|
$
|
73,277
|
|
Freight costs
|
|
2,959
|
|
|
5,762
|
|
|
8,721
|
|
|
6,551
|
|
|
3,781
|
|
|
10,332
|
|
||||||
Subtotal
|
|
$
|
24,261
|
|
|
$
|
15,350
|
|
|
$
|
39,611
|
|
|
$
|
47,144
|
|
|
$
|
15,801
|
|
|
$
|
62,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tons sold
|
|
101
|
|
|
76
|
|
|
|
|
218
|
|
|
50
|
|
|
|
||||||||
Average net realized sales price per ton
|
|
$
|
240
|
|
|
$
|
202
|
|
|
|
|
$
|
216
|
|
|
$
|
316
|
|
|
|
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
|
(1)
|
Represents shares of common stock withheld by us as payment of withholding taxes due upon the vesting of restricted stock held by our employees.
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 5.
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OTHER INFORMATION
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ITEM 6.
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EXHIBITS
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INTREPID POTASH, INC.
(Registrant) |
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Dated: May 2, 2017
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/s/ Robert P. Jornayvaz, III
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Robert P. Jornayvaz III - Executive Chairman of the Board, President, and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer) |
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Dated: May 2, 2017
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/s/ Joseph G. Montoya
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Joseph G. Montoya - Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
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Exhibit No.
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Description
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10.1
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Letter Agreement, dated March 8, 2017, by and between Intrepid Potash, Inc. and John G. Mansanti.*+
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
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31.2
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
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32.1
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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.**
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32.2
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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.**
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95.1
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Mine Safety Disclosure Exhibit.*
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99.1
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Eighth Amendment to Transition Services Agreement, dated March 22, 2017, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC.*
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101.INS
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XBRL Instance Document.*
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101.SCH
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XBRL Taxonomy Extension Schema.*
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101.CAL
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XBRL Extension Calculation Linkbase.*
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101.LAB
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XBRL Extension Label Linkbase.*
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101.PRE
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XBRL Extension Presentation Linkbase.*
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101.DEF
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XBRL Extension Definition Linkbase.*
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*
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Filed herewith.
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**
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Furnished herewith.
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+
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Management contract or compensatory plan or arrangement.
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Re:
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Termination of Change-in-Control Severance Agreement
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1.
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I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Dated: May 2, 2017
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/s/ ROBERT P. JORNAYVAZ III
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Robert P. Jornayvaz III
Executive Chairman of the Board, President, and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Dated: May 2, 2017
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/s/ JOSEPH G. MONTOYA
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Joseph G. Montoya
Vice President and Chief Accounting Officer
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1.
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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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Dated: May 2, 2017
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/s/ ROBERT P. JORNAYVAZ III
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Robert P. Jornayvaz III
Executive Chairman of the Board, President, and Chief Executive Officer
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1.
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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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Dated: May 2, 2017
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/s/ JOSEPH G. MONTOYA
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Joseph G. Montoya
Vice President and Chief Accounting Officer
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Mine Name and MSHA Identification Number
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Section 104 S&S Citations
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Section 104(b) Orders
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Section 104(d) Citations and Orders
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Section 110(b)(2) Violations
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Section 107(a) Orders
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Total Dollar Value of MSHA Assessments Proposed
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Total Number of Mining-Related Fatalities
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Received Notice of Pattern of Violations Under Section 104(e)
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Received Notice of Potential to Have Pattern under Section 104(e)
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Legal Actions Pending as of the End of the Period
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Legal Actions Initiated During the Period
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Legal Actions Resolved During the Period
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Intrepid Potash East
(29-00170)
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2
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—
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—
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—
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—
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$6,196
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—
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—
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—
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2
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2
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1
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Intrepid Potash West
(29-00175)
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1
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—
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—
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—
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—
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$479
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—
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—
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—
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1
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1
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2
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Intrepid Potash North
(29-02028)
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—
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—
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—
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—
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—
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$610
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—
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—
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—
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—
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—
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1
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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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).
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•
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Section 107(a) Orders -
These orders are issued for an imminent danger to immediately remove miners.
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•
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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.
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•
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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.
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•
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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.
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Mine Name and MSHA Identification Number
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Contests of Citations and Orders
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Contests of Proposed Penalties
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Complaints for Compensation
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Complaints of Discharge, Discrimination or Interference
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Applications for Temporary Relief
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Appeals of Judges’ Decisions or Orders
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Total
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Intrepid Potash East
(29-00170)
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2
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—
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—
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—
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—
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—
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2
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Intrepid Potash West
(29-00175)
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1
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—
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—
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—
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—
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—
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1
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Intrepid Potash North
(29-02028)
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—
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—
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—
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—
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—
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—
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—
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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Employee
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Position
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Initial Employee Cost Per Hour
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Katie Keller
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Project Manager and Landperson
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$113.53
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Dan Tschopp
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Senior Geologist
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$64.77
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