United States securities and exchange commission logo
November 15, 2023
Matthew Preston
Chief Financial Officer
Intrepid Potash, Inc.
707 17th Street, Suite 4200
Denver, CO 80202
Re: Intrepid Potash,
Inc.
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed March 7, 2023
Response Dated
October 30, 2023
File No. 001-34025
Dear Matthew Preston:
We have reviewed your October 30, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 15,
2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Financial Statements
Note 17 - Business Segments, page 98
1. We note that you have
proposed to expand future disclosures in response to prior
comment 4, to explain
how the segment performance measures generally reconcile
to consolidated income
before taxes. However, the required reconciliations should
separately identify,
describe and quantify each significant adjustment that is necessary to
reconcile the measures
of segment profit or loss to consolidated income before
taxes, for each period
for which segment information is required.
Please refer to FASB
ASC 280-10-50-30 and 50-31, and the illustrative examples in
FASB ASC 280-10-55-49
and 55-50 if you require further guidance.
Matthew Preston
FirstName LastNameMatthew Preston
Intrepid Potash, Inc.
Comapany 15,
November NameIntrepid
2023 Potash, Inc.
November
Page 2 15, 2023 Page 2
FirstName LastName
General, page A-1
2. We note your response to prior comments 1 through 3 indicating you
will obtain and file
updated technical reports and provide the disclosures that are
required by Item 1300 of
Regulation S-K when your Form 10-K for the fiscal year ended December
31, 2023 is
filed. However, given the nature and scope of the omitted information,
we believe that an
amendment to your Form 10-K for the fiscal year ended December 31,
2022, and the
associated technical reports will be necessary.
Please arrange to obtain and file the revised technical reports and
the annual report to
include all of the required information. Additionally, it appears that
you should reassess
and update your conclusion that your disclosure controls and
procedures were effective as
of December 31, 2022 to clarify that in light of the omissions these
were not actually
effective. We have further guidance in the remaining comments in this
letter that you
should address in conjunction with your amendments and in preparing
your response.
Exhibits 96.1, 96.2, and 96.3, page E-1
3. The revisions proposed in response to prior comments 5, 7, 8, 11, 13,
14, 15, 16, 17, and
19 should be made in the revised technical reports that are filed with
your amended annual
report. Please arrange with the qualified persons involved to obtain
and file technical
reports that include this information.
4. We note your response to comment 6 and have the following
observations:
Figure 6.1 of Exhibit 96.1 is a gamma log cross section, which
is not an appropriate
graphical depiction of the geology.
Figure 6.2 for Exhibit 96.2 is a mislabeled stratigraphic
column, and your proposed
cross section is acceptable.
Figure 6-5 for Exhibit 96.2 is a gamma log and should be
replaced by the former
stratigraphic column of Figure 6.2.
Section 6.3 of Exhibit 96.3 can either reference Figure 13-1 or
duplicate the graphic
into Section 6.
Please discuss these observations with the qualified persons involved
in preparing the
technical reports and arrange to obtain and file revised technical
reports that address the
concerns mentioned above.
5. The revisions proposed in response to prior comment 9 for each exhibit
should be
expanded further to include the reclamation costs in order to provide
a more
comprehensive financial analysis for each property.
6. The disclosures proposed in response to prior comment 10 should be
further revised to
change the statement indicating economic viability has been
established for your
operating properties, to economic viability may be implied .
Matthew Preston
Intrepid Potash, Inc.
November 15, 2023
Page 3
7. Based on your responses to prior comments 9, 10, 12, and 18, it
appears that resources
instead of reserves have been used to prepare the Life of Mine (LOM)
production
schedules, contrary to the guidance in Item 601(b)(96)(iii)(B)(13) of
Regulation S-K.
Please discuss this concern with the qualified persons involved in
preparing the technical
reports and arrange to obtain and file revised reports that include
LOM schedules that
show the estimated production of reserves. Any associated content in
the technical reports
and any corresponding disclosures in your annual report, e.g.
production schedules and
economic assessments, should be revised as necessary to distinguish
between reserves and
resources when providing the required information.
Please contact Sondra Snyder at 202-551-3332 or Jenifer Gallagher at
202-551-3706 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ken Schuler, Mining Engineer at (202) 551-3718 if you have questions
regarding
comments on the mineral property disclosures.
FirstName LastNameMatthew Preston Sincerely,
Comapany NameIntrepid Potash, Inc.
Division of
Corporation Finance
November 15, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName