Intrepid Potash Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits
The following are filed as a part of this Annual Report:
(1) Financial Statements
Management's Report on Internal Control over Financial Reporting
Report of Independent Registered Accounting Firm (KPMG LLP, Denver, CO Auditor Firm ID 185)
Consolidated Balance Sheets as of December 31, 2023, and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule
| Schedule | Schedule Description |
|---|---|
| Schedule II | Schedule of Valuation and Qualifying Accounts |
Schedule II is filed as part of this Annual Report and is set forth immediately following the Notes to the Consolidated Financial Statements referred to above. All other financial statement schedules have been omitted because they are not required, are not applicable, or the information is included in the consolidated financial statements or notes thereto.
(3) Exhibits
The following exhibits are filed or incorporated by reference in this report:
| Incorporated by Reference from the Below-Listed Form (Each Filed under SEC File Number 001-34025) | |||
| Exhibit Number | Exhibit Description | Form | Filing Date |
| 3.1 | Restated Certificate of Incorporation of Intrepid Potash, Inc. | 8-K | April 25, 2008 |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. | 8-K | May 26, 2016 |
| 3.3 | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. | 8-K | August 14, 2020 |
| 3.4 | Amended and Restated Bylaws of Intrepid Potash, Inc. | 8-K | June 25, 2015 |
| 4.1 | Description of Registrant's Securities | 10-K | March 7, 2023 |
| 10.1 | Form of Indemnification Agreement with each director and officer | 8-K | April 25, 2008 |
| 10.2 | Director Designation and Voting Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating and Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC | 8-K | May 1, 2008 |
| 10.3 | Registration Rights Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating & Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC | 8-K | May 1, 2008 |
| 10.4 | Acknowledgment and Relinquishment, dated as of December 19, 2011, by and among Intrepid Potash, Inc., Harvey Operating and Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC | 10-K | February 16, 2012 |
| 10.5 | Amended and Restated Credit Agreement, dated as of August 1, 2019, by and among Intrepid Potash, Inc., the subsidiaries party thereto, Bank of Montreal, as administrative agent, swing line lender, lead arranger, and book runner, and the lenders party thereto. | 8-K | August 1, 2019 |
| 10.6 | First Amended and Restated Credit Agreement, dated as of April 17, 2020, by and among Intrepid Potash, Inc., the subsidiaries party thereto, Bank of Montreal, as administrative agent, swing line lender, lead arranger, and book runner, and the lenders party thereto. | 8-K | April 23, 2020 |
| 10.7 | Second Amendment to Amended and Restated Credit Agreement, dated as of August 4, 2022, among Intrepid Potash, Inc., the subsidiaries party thereto, the lenders party thereto, and Bank of Montreal as administrative agent. | 8-K | August 9, 2022 |
| 10.8 | Amended and Restated Employment Agreement, dated as of May 19, 2010, by and between Intrepid Potash, Inc. and Robert P. Jornayvaz III+ | 8-K | May 19, 2010 |
| 10.9 | Amendment to Employment Agreement, dated February 23, 2011, by and between Intrepid Potash, Inc. and Robert P. Jornayvaz III+ | 8-K | March 1, 2011 |
| 10.10 | Second Amendment to Employment Agreement, dated as of February 14, 2013, by and between Intrepid Potash, Inc. and Robert P. Jornayvaz III+ | 8-K | February 19, 2013 |
| 10.11 | Third Amendment to Employment Agreement, dated as of March 22, 2016, by and between Intrepid Potash, Inc. and Robert P. Jornayvaz III+ | 8-K | March 23, 2016 |
| 10.12 | Fourth Amendment to Employment Agreement, dated as of March 12, 2019, by and between Intrepid Potash, Inc. and Robert P. Jornayvaz III+ | 8-K | March 15, 2019 |
| 10.13 | Amended and Restated Employment Agreement, dated as of May 19, 2010, by and between Intrepid Potash, Inc. and Hugh E. Harvey, Jr.+ | 8-K | May 19, 2010 |
| 10.14 | Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan+ | 8-K | May 23, 2022 |
| 10.15 | Form of Restricted Stock Agreement under Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan+ | 10-K | March 2, 2021 |
| 10.16 | Form of Stock Option Agreement under Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan+ | 10-K | March 2, 2021 |
| 10.17 | Intrepid Potash, Inc. Amended and Restated Short-Term Incentive Plan+ | 8-K | May 26, 2016 |
| 10.18 | Form of Change-of-Control Severance Agreement with Robert P. Jornayvaz III and Hugh E. Harvey, Jr.+ | 10-Q | November 3, 2011 |
| 10.19 | Form of Noncompete Agreement with executives other than Robert P. Jornayvaz III+ | 10-K | February 28, 2017 |
| 10.20 | Form of Retention Agreement+ | 10-K | March 12, 2019 |
| 10.21 | Aircraft Dry Lease, dated as of January 9, 2009, by and between Intrepid Potash, Inc. and Intrepid Production Holdings LLC | 8-K | January 12, 2009 |
| 10.22 | First Amendment to Aircraft Dry Lease, dated as of September 1, 2014, by and between Intrepid Potash, Inc. and Intrepid Production Holdings LLC | 8-K | August 18, 2014 |
| 10.23 | Aircraft Dry Lease, dated as of September 1, 2014, by and between Intrepid Potash, Inc. and Odyssey Adventures, LLC | 8-K | August 18, 2014 |
| 10.24+ | Retirement and Separation Agreement, dated February 8, 2023, between Intrepid Potash, Inc. and Brian Stone | 8-K | February 10, 2023 |
| 10.25†# | Cooperative Development Agreement, effective as of February 28, 2011, among Intrepid Potash, Inc., Intrepid Potash-New Mexico, LLC, BOPCO, L.P. and the other parties thereto (as amended prior to the Amendment). | 8-K | December 13, 2023 |
| 10.26†# | Third Amendment of Cooperative Development Agreement, effective as of January 1, 2024, among Intrepid Potash, Inc., Intrepid Potash-New Mexico, LLC, XTO Holdings, LLC and XTO Delaware Basin, LLC | 8-K | December 13, 2023 |
| 21.1 | List of Subsidiaries | * | |
| 23.1 | Consent of KPMG LLP | * | |
| 23.2 | Consent of RESPEC LLC | * | |
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) | * | |
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) | * | |
| 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 | * | |
| 96.1 | Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash - New Mexico | * | |
| 96.2 | Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash - Moab | * | |
| 96.3 | Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash - Wendover | * | |
| 97.1 | Intrepid Potash, Inc. Incentive Compensation Recovery Policy | * | |
| 99.1 | Transition Services Agreement, dated as of April 25, 2008, by and between Intrepid Potash, Inc., Intrepid Oil & Gas, LLC, and Intrepid Potash-Moab, LLC | 8-K | May 1, 2008 |
| 99.2 | Extension and Amendment to Transition Services Agreement dated July 14, 2009, to be effective as of April 25, 2009, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC | 10-Q | August 7, 2009 |
| 99.3 | Third Amendment to Transition Services Agreement dated March 26, 2010, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC | 10-Q | May 5, 2010 |
| 99.4 | Fourth Amendment to Transition Services Agreement dated March 25, 2011, between Intrepid Potash, Inc. and Intrepid Oil and Gas, LLC | 10-Q | May 5, 2011 |
| 99.5 | Sixth Amendment to Transition Services Agreement dated April 3, 2013, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC | 10-Q | May 2, 2013 |
| 99.6 | Seventh Amendment to Transition Services Agreement dated March 24, 2015, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC | 10-Q | April 28, 2015 |
| 99.7 | Eighth Amendment to Transition Services Agreement dated March 22, 2017, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC | 10-Q | May 2, 2017 |
| 99.8 | Ninth Amendment to Transition Services Agreement dated February 20, 2019, between Intrepid Potash, Inc. and Intrepid Oil & Gas, LLC. | 10-K | March 12, 2019 |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document. | * | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document and contained in Exhibit. | ||
- Filed herewith
** Furnished herewith
- Management contract or compensatory plan or arrangement
† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S_K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the SEC upon request.
Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential. The Company hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.