UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended

~~June 30, 2020~~March 31, 2021

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission File Number: 001-34025

INTREPID POTASH, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			26-1501877
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1001 17^th Street, Suite 1050
Denver,
Colorado			80202
(Address of principal executive offices)			(Zip Code)

(303) 296-3006

(Registrant’s telephone number, including area code)


N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

IPI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

As of ~~July 28, 2020,~~April 27, 2021, the registrant had outstanding ~~132,950,646~~13,445,803 shares of common stock, par value $0.001 per share.

Table of Contents

INTREPID POTASH, INC.

TABLE OF CONTENTS


						Page
			PART I - FINANCIAL INFORMATION			1
			ITEM 1. Condensed Consolidated Financial Statements (Unaudited)			1
			Condensed Consolidated Balance Sheets			1
			Condensed Consolidated Statements of Operations			12
			Condensed Consolidated Statements of Stockholders' Equity			23
			Condensed Consolidated Statements of Cash Flows			34
			Notes to Condensed Consolidated Financial Statements			56
			ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1820
			ITEM 3. Quantitative and Qualitative Disclosures A ~~bout~~About Market Risk			4136
			ITEM 4. Controls and Procedures			4136
			PART II - OTHER INFORMATION			4237
			ITEM 1. Legal Proceedings			4237
			ITEM 1A. Risk Factors			4438
			ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			4639
			ITEM 3. Defaults Upon Senior Securities			4639
			ITEM 4. Mine Safety Disclosures			4639
			ITEM 5. Other Information			4639
			ITEM 6. Exhibits			4740
			Signatures			4841

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


		June 30,		December 31,			March 31,		December 31,
		2020		2019			2021		2020
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	34,552	$	20,603	Cash and cash equivalents	$	35,995	$	19,515

Accounts receivable:	Accounts receivable:					Accounts receivable:
Trade, net	Trade, net	19,256		23,749		Trade, net	36,898		22,795
Other receivables, net	Other receivables, net	1,982		1,247		Other receivables, net	2,298		1,577

Inventory, net	Inventory, net	81,041		94,220		Inventory, net	78,919		88,673
Prepaid expenses and other current assets	Prepaid expenses and other current assets	4,100		5,524		Prepaid expenses and other current assets	2,906		3,228
Total current assets	Total current assets	140,931		145,343		Total current assets	157,016		135,788

Property, plant, equipment, and mineral properties, net	Property, plant, equipment, and mineral properties, net	368,008		378,509		Property, plant, equipment, and mineral properties, net	348,945		355,497

Water rights	Water rights	19,184		19,184		Water rights	19,184		19,184
Long-term parts inventory, net	Long-term parts inventory, net	28,603		27,569		Long-term parts inventory, net	29,359		28,900

Other assets, net	Other assets, net	11,102		7,834		Other assets, net	10,676		10,819

Total Assets	Total Assets	$	567,828	$	578,439	Total Assets	$	565,180	$	550,188
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable	Accounts payable	$	8,228	$	9,992	Accounts payable	$	13,648	$	7,278

Income taxes payable		49		50

Accrued liabilities	Accrued liabilities	12,184		13,740		Accrued liabilities	13,080		12,701
Accrued employee compensation and benefits	Accrued employee compensation and benefits	6,353		4,464		Accrued employee compensation and benefits	5,928		4,422
Advances on credit facility		—		19,817

Current portion of long-term debt, net	Current portion of long-term debt, net	24,872		20,000		Current portion of long-term debt, net	10,000		10,000
Other current liabilities	Other current liabilities	24,044		19,382		Other current liabilities	36,264		32,816
Total current liabilities	Total current liabilities	75,730		87,445		Total current liabilities	78,920		67,217

Advances on credit facility	Advances on credit facility	29,817		—		Advances on credit facility	29,817		29,817
Long-term debt, net	Long-term debt, net	14,909		29,753		Long-term debt, net	14,912		14,926
Asset retirement obligation	Asset retirement obligation	23,003		22,140		Asset retirement obligation	24,313		23,872
Operating lease liabilities	Operating lease liabilities	3,098		4,025		Operating lease liabilities	1,851		2,136
Other non-current liabilities	Other non-current liabilities	1,063		420		Other non-current liabilities	928		961
Total Liabilities	Total Liabilities	147,620		143,783		Total Liabilities	150,741		138,929
Commitments and Contingencies	Commitments and Contingencies					Commitments and Contingencies	0		0
Common stock, 0.001 par value; 400,000,000 shares authorized;
130,061,248 and 129,553,517 shares outstanding
at June 30, 2020, and December 31, 2019, respectively		130		130
Common stock, 0.001 par value; 40,000,000 shares authorized;						Common stock, 0.001 par value; 40,000,000 shares authorized;
13,065,654 and 13,049,820 shares outstanding						13,065,654 and 13,049,820 shares outstanding
at March 31, 2021, and December 31, 2020, respectively						at March 31, 2021, and December 31, 2020, respectively	13		13
Additional paid-in capital	Additional paid-in capital	654,784		652,963		Additional paid-in capital	657,566		656,837

Retained deficit		(234,706)		(218,437)
Accumulated deficit						Accumulated deficit	(243,140)		(245,591)
Total Stockholders' Equity	Total Stockholders' Equity	420,208		434,656		Total Stockholders' Equity	414,439		411,259
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	567,828	$	578,439	Total Liabilities and Stockholders' Equity	$	565,180	$	550,188

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Sales	Sales	$	46,450	$	62,512	$	110,434	$	120,066	Sales	$	71,463	$	63,984
Less:	Less:									Less:
Freight costs	Freight costs	8,735		11,293		20,595		21,749		Freight costs	12,078		11,860
Warehousing and handling costs	Warehousing and handling costs	2,065		2,230		4,969		4,466		Warehousing and handling costs	2,632		2,904
Cost of goods sold	Cost of goods sold	34,008		35,818		77,055		67,512		Cost of goods sold	47,645		43,047
Lower of cost or net realizable value inventory adjustments	Lower of cost or net realizable value inventory adjustments	2,241		—		2,791		—		Lower of cost or net realizable value inventory adjustments	0		550

Gross (Deficit) Margin		(599)		13,171		5,024		26,339
Gross Margin										Gross Margin	9,108		5,623

Selling and administrative	Selling and administrative	6,673		6,355		13,272		12,162		Selling and administrative	5,791		6,599
Accretion of asset retirement obligation	Accretion of asset retirement obligation	434		417		869		834		Accretion of asset retirement obligation	441		435

Litigation settlement	Litigation settlement	—		—		10,075		—		Litigation settlement	0		10,075
Loss (gain) on sale of asset		234		20		(4,462)		39
Loss (gain) on sale of assets										Loss (gain) on sale of assets	2		(4,696)
Other operating expense (income)	Other operating expense (income)	269		(38)		258		463		Other operating expense (income)	6		(11)
Operating (Loss) Income		(8,209)		6,417		(14,988)		12,841
Operating Income (Loss)										Operating Income (Loss)	2,868		(6,779)

Other Income (Expense)	Other Income (Expense)									Other Income (Expense)
Interest expense, net	Interest expense, net	(635)		(806)		(1,427)		(1,409)		Interest expense, net	(426)		(792)
Interest income	Interest income	—		—		116		—		Interest income	0		116
Other (expense) income		(28)		—		(12)		334
(Loss) Income Before Income Taxes		(8,872)		5,611		(16,311)		11,766
Other income										Other income	9		16
Income (Loss) Before Income Taxes										Income (Loss) Before Income Taxes	2,451		(7,439)

Income Tax Benefit	Income Tax Benefit	—		—		42		—		Income Tax Benefit	0		42
Net (Loss) Income		$	(8,872)	$	5,611	$	(16,269)	$	11,766
Net Income (Loss)										Net Income (Loss)	$	2,451	$	(7,397)

Weighted Average Shares Outstanding:	Weighted Average Shares Outstanding:									Weighted Average Shares Outstanding:
Basic	Basic	129,786		128,896		129,679		128,813		Basic	13,054		12,957
Diluted	Diluted	129,786		131,043		129,679		130,985		Diluted	13,297		12,957
Earnings Per Share:	Earnings Per Share:									Earnings Per Share:
Basic	Basic	$	(0.07)	$	0.04	$	(0.13)	$	0.09	Basic	$	0.19	$	(0.57)
Diluted	Diluted	$	(0.07)	$	0.04	$	(0.13)	$	0.09	Diluted	$	0.18	$	(0.57)

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share amounts)


															Three-Month Period Ended March 31, 2021
															Common Stock								Additional Paid-in Capital					Accumulated Deficit				Total Stockholders' Equity
															Shares					Amount							Accumulated Deficit
Balance, December 31, 2020												Balance, December 31, 2020			13,049,820					$	13		$	656,837				$	(245,591)			$	411,259

Net income												Net income			—					—			—					2,451				2,451
Stock-based compensation												Stock-based compensation			—					—			890					—				890
Exercise of stock options												Exercise of stock options			4,188					—			43					—				43
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting												Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting			11,646					—			(204)					—				(204)
Balance, March 31, 2021												Balance, March 31, 2021			13,065,654					$	13		$	657,566				$	(243,140)			$	414,439

		Six-Month Period Ended June 30, 2020																										Three-Month Period Ended March 31, 2020
		Common Stock					Additional Paid-in Capital			Retained Deficit				Total Stockholders' Equity						Common Stock						Additional Paid-in Capital						Accumulated Deficit				Total Stockholders' Equity
		Shares	Amount															Amount				Accumulated Deficit						Total Stockholders' Equity
Balance, December 31, 2019	Balance, December 31, 2019	129,553,517	$	130	$	652,963						$	(218,437)			$	434,656		Balance, December 31, 2019							12,955,351				$	13			$	653,080		$	(218,437)	$	434,656

Net loss	Net loss	—	—		—			$	(16,269)			(16,269)		Net loss				—				—			—					(7,397)				(7,397)
Stock-based compensation	Stock-based compensation	—	—		1,995			—		1,995		Stock-based compensation			—					—			1,032					—				1,032
Exercise of stock options		—	—		—			—		—
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		507,731	—		(174)			—		(174)
Balance, June 30, 2020		130,061,248	$	130	$	654,784		$	(234,706)	$	420,208

		Three-Month Period Ended June 30, 2020
		Common Stock					Additional Paid-in Capital			Retained Deficit				Total Stockholders' Equity
		Shares	Amount
Balance, March 31, 2020		129,643,509	$	130	$	653,946						$	(225,834)			$	428,242

Net loss		—	—		—			$	(8,872)			(8,872)
Stock-based compensation		—	—		965			—		965
Exercise of stock options		—	—		—			—		—
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		417,739	—		(127)			—		(127)
Balance, June 30, 2020		130,061,248	$	130	$	654,784		$	(234,706)	$	420,208

		Six-Month Period Ended June 30, 2019
		Common Stock					Additional Paid-in Capital			Retained Deficit				Total Stockholders' Equity
		Shares	Amount
Balance, December 31, 2018		128,716,595	$	129	$	649,202						$	(232,068)			$	417,263

Net income		—	—		—			11,766				11,766
Stock-based compensation		—	—		2,262			—		2,262
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		444,500	—		(278)			—		(278)
Exercise of stock options		9,187	—		9			—		9
Balance, June 30, 2019		129,170,282	$	129	$	651,195		$	(220,302)	$	431,022

		Three-Month Period Ended June 30, 2019
		Common Stock					Additional Paid-in Capital			Retained Deficit				Total Stockholders' Equity
		Shares	Amount
Balance, March 31, 2019		128,781,031	$	129	$	650,130						$	(225,913)			$	424,346

Net income		—	—		—			5,611				5,611
Stock-based compensation		—	—		1,231			—		1,231

Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	389,251	—		(166)			—		(166)		Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting			8,999					—			(49)					—				(49)
Balance, June 30, 2019		129,170,282	$	129	$	651,195		$	(220,302)	$	431,022
Balance, March 31, 2020												Balance, March 31, 2020			12,964,350					$	13		$	654,063				$	(225,834)			$	428,242

See accompanying notes to these condensed consolidated financial statements.

Table of Contents


INTREPID POTASH, INC.	INTREPID POTASH, INC.									INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS									CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)	(In thousands)									(In thousands)
		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net (loss) income		$	(16,269)	$	11,766
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net income (loss)						Net income (loss)	$	2,451	$	(7,397)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization	Depreciation, depletion and amortization	17,629		16,819		Depreciation, depletion and amortization	9,481		9,586
Accretion of asset retirement obligation	Accretion of asset retirement obligation	869		834		Accretion of asset retirement obligation	441		435
Amortization of deferred financing costs	Amortization of deferred financing costs	161		137		Amortization of deferred financing costs	68		86
Amortization of intangible assets	Amortization of intangible assets	161		��		Amortization of intangible assets	80		80
Stock-based compensation	Stock-based compensation	1,995		2,262		Stock-based compensation	890		1,032
Lower of cost or net realizable value inventory adjustments	Lower of cost or net realizable value inventory adjustments	2,791		—		Lower of cost or net realizable value inventory adjustments	0		550

(Gain) loss on disposal of assets		(4,462)		39
Accrual for litigation settlement						Accrual for litigation settlement	0		10,075
Loss (gain) on disposal of assets						Loss (gain) on disposal of assets	2		(4,696)

Allowance for doubtful accounts	Allowance for doubtful accounts	275		—		Allowance for doubtful accounts	0		275
Allowance for parts inventory obsolescence		492		4
Other		(116)		—

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade accounts receivable, net	Trade accounts receivable, net	4,218		607		Trade accounts receivable, net	(14,103)		(8,388)
Other receivables, net	Other receivables, net	(735)		(1,132)		Other receivables, net	(720)		(308)

Inventory, net	Inventory, net	8,861		90		Inventory, net	9,293		4,976
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,430		1,191		Prepaid expenses and other current assets	358		857
Accounts payable, accrued liabilities, and accrued employee compensation and benefits	Accounts payable, accrued liabilities, and accrued employee compensation and benefits	1,528		603		Accounts payable, accrued liabilities, and accrued employee compensation and benefits	7,978		8,119
Income tax payable		(1)		(98)

Operating lease liabilities	Operating lease liabilities	(1,050)		(970)		Operating lease liabilities	(525)		(552)
Other liabilities	Other liabilities	5,771		(414)		Other liabilities	3,415		41
Net cash provided by operating activities	Net cash provided by operating activities	23,548		31,738		Net cash provided by operating activities	19,109		14,771

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Additions to property, plant, equipment, mineral properties and other assets	Additions to property, plant, equipment, mineral properties and other assets	(10,645)		(55,517)		Additions to property, plant, equipment, mineral properties and other assets	(2,360)		(5,710)
Additions to intangible assets		—		(13,581)
Long-term investment		(3,500)		—

Proceeds from sale of assets	Proceeds from sale of assets	4,786		68		Proceeds from sale of assets	47		4,786

Net cash used in investing activities	Net cash used in investing activities	(9,359)		(69,030)		Net cash used in investing activities	(2,313)		(924)

Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:

Debt prepayment costs						Debt prepayment costs	(2)		0
Repayments of long-term debt	Repayments of long-term debt	(20,000)		—		Repayments of long-term debt	(22)		0
Proceeds from short-term borrowings on credit facility	Proceeds from short-term borrowings on credit facility	10,000		30,000		Proceeds from short-term borrowings on credit facility	0		10,000
Repayments of short-term borrowings on credit facility		—		(10,000)

Payments of financing lease						Payments of financing lease	(107)		0
Capitalized debt fees	Capitalized debt fees	(36)		—		Capitalized debt fees	0		0
Employee tax withholding paid for restricted stock upon vesting	Employee tax withholding paid for restricted stock upon vesting	(174)		(278)		Employee tax withholding paid for restricted stock upon vesting	(204)		(49)
Proceeds from loan under CARES Act		10,000		—

Proceeds from exercise of stock options	Proceeds from exercise of stock options	—		9		Proceeds from exercise of stock options	43		—
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(210)		19,731		Net cash (used in) provided by financing activities	(292)		9,951

Net Change in Cash, Cash Equivalents and Restricted Cash	Net Change in Cash, Cash Equivalents and Restricted Cash	13,979		(17,561)		Net Change in Cash, Cash Equivalents and Restricted Cash	16,504		23,798
Cash, Cash Equivalents and Restricted Cash, beginning of period	Cash, Cash Equivalents and Restricted Cash, beginning of period	21,239		33,704		Cash, Cash Equivalents and Restricted Cash, beginning of period	20,184		21,239
Cash, Cash Equivalents and Restricted Cash, end of period	Cash, Cash Equivalents and Restricted Cash, end of period	$	35,218	$	16,143	Cash, Cash Equivalents and Restricted Cash, end of period	$	36,688	$	45,037

Table of Contents


INTREPID POTASH, INC.	INTREPID POTASH, INC.									INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS									CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)	(In thousands)									(In thousands)
							Three Months Ended March 31,
		Six Months Ended June 30,							2021		2020
		2020		2019
Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Net cash paid during the period for:	Net cash paid during the period for:					Net cash paid during the period for:
Interest	Interest	$	1,644	$	1,162	Interest	$	167	$	227
Income taxes	Income taxes	$	1	$	98	Income taxes	$	8	$	0
Amounts included in the measurement of operating lease liabilities	Amounts included in the measurement of operating lease liabilities	$	1,267	$	1,140	Amounts included in the measurement of operating lease liabilities	$	583	$	637
Accrued purchases for property, plant, equipment, and mineral properties	Accrued purchases for property, plant, equipment, and mineral properties	$	1,830	$	3,174	Accrued purchases for property, plant, equipment, and mineral properties	$	622	$	2,557
Right-of-use assets exchanged for operating lease liabilities	Right-of-use assets exchanged for operating lease liabilities	$	104	$	6,726	Right-of-use assets exchanged for operating lease liabilities	$	340	$	104

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

INTREPID POTASH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1— COMPANY BACKGROUND

We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio^®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine and various oilfield products and services.

Our extraction and production operations are conducted entirely in the continental United States. We produce potash from 3 solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate the North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio^® from our conventional underground East mine in Carlsbad, New Mexico.

We have water rights in New Mexico under which we sell water primarily to support oil and gas development in the Permian Basin near our Carlsbad facilities. We continue to work to expand our sales of water. In May 2019, we acquired certain land, water rights, state grazing leases for cattle, and other related assets from Dinwiddie Cattle Company. We refer to these assets and operations as "Intrepid South." Due to the strategic location of Intrepid South, part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights, to customers, where such sales provide a solution to a customer's operations in the oil and gas industry.

We have 3 segments: potash, Trio^®, and oilfield solutions. We account for sales of byproducts as revenue in the potash or Trio^® segment based on which segment generates the byproduct. Intersegment sales prices are market based and are eliminated.

"Intrepid," "our," "we," or "us," means Intrepid Potash, Inc. and its consolidated subsidiaries.

Note 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation—Our unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation of interim financial information, have been included. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

~~We have updated our accounting policies for estimating credit losses as a result~~Reverse Stock Split—On August 10, 2020, after receipt of ~~adopting Accounting Standards Update ("ASU") No. 2016-13,~~ ~~Financial Instruments - (Topic 326): Measurement~~stockholder approval, the Board of ~~Credit Losses on Financial Instruments, as discussed in more detail below. We have made no other changes~~Directors approved an amendment to our ~~significant accounting policies described~~Certificate of Incorporation to effect a reverse stock split of our common stock, par value $0.001 per share, by a ratio of one-for-10. The reverse stock split became effective August 14, 2020. Additionally, the total number of authorized shares of our common stock was reduced to 40,000,000 shares. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in ~~our Annual Report on Form 10-K for~~these notes and the ~~year ended December 31, 2019.~~accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, "Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amending existing guidance to improve consistent application. Most amendments within this standard were required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard on January 1, 2021. The effect of the adoption of this standard was immaterial on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - (Topic 326): Measurement of Credit Losses on Financial Instruments, which we adopted on January 1, 2020. ASU No. 2016-13 changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to

Table of Contents

occur over their remaining life and required a cumulative-effect adjustment to the statement of financial position on January 1, 2020. The effect of the adoption of this standard was immaterial on our condensed consolidated financial statements.

Reclassifications of Prior Period Presentation—Certain prior period amounts have been reclassified in order to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.

~~Table of Contents~~

Note 3— EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. For purposes of determining diluted earnings per share, basic weighted-average common shares outstanding is adjusted to include potentially dilutive securities, including restricted stock, stock options, and performance units. The treasury-stock method is used to measure the dilutive impact of potentially dilutive shares. Potentially dilutive shares are excluded from the diluted weighted-average shares outstanding computation in periods in which they have an anti-dilutive effect. The following table shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net (loss) income		$	(8,872)	$	5,611	$	(16,269)	$	11,766
Net income (loss)										Net income (loss)	$	2,451	$	(7,397)

Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	129,786		128,896		129,679		128,813		Basic weighted-average common shares outstanding	13,054		12,957
Add: Dilutive effect of restricted stock	Add: Dilutive effect of restricted stock	—		1,305		—		1,340		Add: Dilutive effect of restricted stock	177		0
Add: Dilutive effect of stock options	Add: Dilutive effect of stock options	—		842		—		832		Add: Dilutive effect of stock options	66		0
Add: Dilutive effect of performance units		—		—		—		—

Diluted weighted-average common shares outstanding	Diluted weighted-average common shares outstanding	129,786		131,043		129,679		130,985		Diluted weighted-average common shares outstanding	13,297		12,957

Basic	Basic	$	(0.07)	$	0.04	$	(0.13)	$	0.09	Basic	$	0.19	$	(0.57)
Diluted	Diluted	$	(0.07)	$	0.04	$	(0.13)	$	0.09	Diluted	$	0.18	$	(0.57)

The following table shows the shares that have an anti-dilutive effect and are excluded from the diluted weighted-average shares outstanding computations (in thousands):


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
		2020	2019	2020	2019		2021	2020
Anti-dilutive effect of restricted stock	Anti-dilutive effect of restricted stock	1,927	831	1,837	359	Anti-dilutive effect of restricted stock	64	312

Anti-dilutive effect of stock options outstanding	Anti-dilutive effect of stock options outstanding	3,111	1,633	3,116	1,667	Anti-dilutive effect of stock options outstanding	158	312

Table of Contents

Note 4— CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Total cash, cash equivalents and restricted cash, as shown on the condensed consolidated statements of cash flows are included in the following accounts at ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~ (in thousands):


		June 30, 2020		June 30, 2019			March 31, 2021		March 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	34,552	$	15,508	Cash and cash equivalents	$	35,995	$	44,371
Restricted cash included in other current assets	Restricted cash included in other current assets	150		150		Restricted cash included in other current assets	175		150
Restricted cash included in other long-term assets	Restricted cash included in other long-term assets	516		485		Restricted cash included in other long-term assets	518		516
Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows	Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows	$	35,218	$	16,143	Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows	$	36,688	$	45,037

Restricted cash included in other current and long-term assets on the condensed consolidated balance sheets represents amounts whose use is restricted by contractual agreements with various entities, principally the Bureau of Land Management or the State of Utah, as security to fund future reclamation obligations at our sites.

~~Table of Contents~~

Note 5— INVENTORY AND LONG-TERM PARTS INVENTORY

The following summarizes our inventory, recorded at the lower of weighted-average cost or estimated net realizable value, as of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019~~2020 (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Finished goods product inventory	Finished goods product inventory	$	36,627	$	55,585	Finished goods product inventory	$	46,166	$	48,961
In-process mineral inventory		32,570		25,591
In-process inventory						In-process inventory	21,775		28,833
Total product inventory	Total product inventory	69,197		81,176		Total product inventory	67,941		77,794
Current parts inventory, net	Current parts inventory, net	11,844		13,044		Current parts inventory, net	10,978		10,879
Total current inventory, net	Total current inventory, net	81,041		94,220		Total current inventory, net	78,919		88,673
Long-term parts inventory, net	Long-term parts inventory, net	28,603		27,569		Long-term parts inventory, net	29,359		28,900
Total inventory, net	Total inventory, net	$	109,644	$	121,789	Total inventory, net	$	108,278	$	117,573

Parts inventory is shown net of estimated allowances for obsolescence of $1.1 million ~~and $0.6 million~~ as of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, respectively.

As a result of routine assessments of the lower of weighted-average cost or estimated net realizable value of our finished goods product inventory, we recorded inventory charges of ~~$2.2 million~~0 and ~~$2.8~~$0.6 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, respectively. ~~For the three and six months ended June 30, 2019, we recorded 0 such charges.~~

Table of Contents

Note 6 — PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES

Property, plant, equipment, and mineral properties were comprised of the following (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land	Land	$	27,263	$	27,274	Land	$	27,263	$	27,263
Ponds and land improvements	Ponds and land improvements	66,298		65,992		Ponds and land improvements	68,171		67,843
Mineral properties and development costs	Mineral properties and development costs	143,955		143,988		Mineral properties and development costs	144,043		143,955
Buildings and plant	Buildings and plant	81,636		81,468		Buildings and plant	81,842		81,692
Machinery and equipment	Machinery and equipment	261,924		253,536		Machinery and equipment	265,716		265,121
Vehicles	Vehicles	5,958		6,222		Vehicles	6,024		5,919
Office equipment and improvements	Office equipment and improvements	9,739		9,136		Office equipment and improvements	9,111		9,083
Operating lease ROU assets	Operating lease ROU assets	8,177		8,123		Operating lease ROU assets	9,961		9,622
Breeding stock						Breeding stock	254		260
Construction in progress	Construction in progress	3,864		7,124		Construction in progress	2,466		1,710
Total property, plant, equipment, and mineral properties, gross	Total property, plant, equipment, and mineral properties, gross	$	608,814	$	602,863	Total property, plant, equipment, and mineral properties, gross	$	614,851	$	612,468
Less: accumulated depreciation, depletion, and amortization	Less: accumulated depreciation, depletion, and amortization	(240,806)		(224,354)		Less: accumulated depreciation, depletion, and amortization	(265,906)		(256,971)
Total property, plant, equipment, and mineral properties, net	Total property, plant, equipment, and mineral properties, net	$	368,008	$	378,509	Total property, plant, equipment, and mineral properties, net	$	348,945	$	355,497

In March 2020, we sold approximately 320 acres of land for $4.8 million. In connection with that sale, we recorded a gain of $4.7 million.

We incurred the following expenses for depreciation, depletion, and amortization, including expenses capitalized into inventory, for the following periods (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Depreciation	Depreciation	$	7,363	$	6,896	$	14,654	$	13,752	Depreciation	$	7,495	$	7,291
Depletion	Depletion	136		691		1,888		2,108		Depletion	1,475		1,752
Amortization of right of use assets	Amortization of right of use assets	544		486		1,087		959		Amortization of right of use assets	511		543
Total incurred	Total incurred	$	8,043	$	8,073	$	17,629	$	16,819	Total incurred	$	9,481	$	9,586

~~Table of Contents~~

Note 7 — DEBT

Senior Notes—As of ~~June 30, 2020,~~March 31, 2021, we had outstanding ~~$30~~$15.0 million of ~~senior notes (the "Notes") consisting of the following series:~~

•~~$15 million of~~Series B Senior Notes, ~~Series B,~~ due on April 14, ~~2023~~

•~~$15 million of Senior Notes, Series C, due April 16, 2025~~2023.

OnIn April ~~16,~~ 2020, we repaid our Series A Senior Notes ($20 million) at maturity. In July 2020, we ~~reached an agreement with our noteholders to repay~~repaid our Series C ~~notes on July 17, 2020.~~Senior Notes. As part of ~~the agreement,~~our Series C Senior Notes, we repaid the full $15 million of principal along with a reduced make-whole payment of $1.9 million.

The agreement governing the Series B Senior Notes contains certain financial covenants, including the following:

•We are required to maintain a minimum fixed charge coverage ratio of 1.3 to 1.0 as of the last day of each quarter, measured based on the previous four quarters. Our fixed charge coverage ratio as of ~~June 30, 2020,~~March 31, 2021, was ~~3.5~~7.5 to ~~1.0, therefore we were in compliance with this covenant.~~1.0.

•We are allowed a maximum leverage ratio of 3.5 to 1.0 as of the last day of each quarter, measured based on the previous four quarters. Our leverage ratio as of ~~June 30, 2020,~~March 31, 2021, was 2.0 to ~~1.0, therefore we were in compliance with this covenant.~~1.0.

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the Series B Notes, each of which includes earnings before interest, taxes, depreciation and amortization as a component. As of March 31, 2021, we were in compliance with all applicable covenants under the Series B Senior Notes.

For ~~both~~ the ~~six-month period~~three months ended ~~June 30, 2020, and the six-month period ended June 30, 2019,~~March 31, 2021, the interest ~~rates~~rate on ~~the Notes were 3.73% for the Series A Notes, 4.63% for~~ the Series B Senior Notes ~~and 4.78% for the Series C Notes. These rates represent~~was 4.63%, which represents the lowest interest ~~rates~~rate available under the Series B Senior Notes. The interest rates may adjust upward if we do not continue to meet certain financial covenants.

Table of Contents

We have granted to the collateral agent for the ~~noteholders~~Series B Senior Notes a first lien on substantially all of our non-current assets and a second lien on substantially all of our current assets. We are required to offer to prepay the Series B Senior Notes with the proceeds of dispositions of certain specified property and with the proceeds of certain equity issuances, as set forth in the agreement governing the Series B Senior Notes. The obligations under the Senior B Notes are unconditionally guaranteed by several of our subsidiaries.

~~We were in compliance with the applicable covenants under the agreement governing the Notes as of June 30, 2020.~~

In April 2020, we amended the agreement governing the Series B Senior Notes to allow for a $10 million loan under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), as described further below.

Our outstanding long-term debt, net, as of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, was as follows (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Notes and Payroll Protection Loan	Notes and Payroll Protection Loan	$	40,000	$	50,000	Notes and Payroll Protection Loan	$	24,978	$	25,000
Less current portion of long-term debt	Less current portion of long-term debt	(24,872)		(20,000)		Less current portion of long-term debt	(10,000)		(10,000)
Less deferred financing costs	Less deferred financing costs	(219)		(247)		Less deferred financing costs	(66)		(74)
Long-term debt, net	Long-term debt, net	$	14,909	$	29,753	Long-term debt, net	$	14,912	$	14,926

Credit Facility—We maintain a revolving credit facility with Bank of Montreal. As of ~~June 30, 2020,~~March 31, 2021, borrowings under the credit facility bear interest at LIBOR (London Interbank Offered Rate) plus an applicable margin of 1.25% to 2.00% per annum, based on ~~average availability under~~our leverage ratio as calculated in accordance with the agreement governing the credit facility. We have granted to Bank of Montreal a first lien on substantially all of our current assets and a second lien on substantially all of our non-current assets. The obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we ~~borrowed $10 million~~made 0 borrowings and we made 0 repayments under the facility. As of ~~June 30,~~March 31, 2021, and December 31, 2020, we had $29.8 million of borrowings outstanding and $1 million in outstanding letters of credit under the facility. Including the outstanding letters of credit, we had ~~$44.2~~$35.0 million available to be borrowed under the facility as of ~~June 30, 2020. We~~March 31, 2021.

As of March 31, 2021, we were in compliance with ~~the~~all applicable covenants under the ~~facility as of June 30, 2020.~~revolving credit facility.

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we ~~had $30~~borrowed $10 million ~~in borrowings~~ under the facility and made ~~$10 million in~~0 repayments.

Table of Contents

In August 2019, we amended the credit facility to change it from an asset-backed facility to a cash-flow facility, to increase the amount available under the facility from $50 million to $75 million plus an additional $75 million accordion, and to extend the maturity date to August 1, 2024.

~~In April 2020, we amended the credit facility to allow for a $10 million loan under the CARES Act, described below.~~

PPP Loan—In April 2020, we ~~applied for and~~ received a $10 million loan under the Paycheck Protection Program (the "PPP") under the CARES Act. The loan matures onin April ~~18,~~ 2022 and bears interest at a rate of 1% per annum. ~~Beginning November 18, 2020, we are~~We were required to ~~make~~begin monthly payments of principal and interest in the amount of $0.6 ~~million.~~million in November 2020, but due to extensions of the program and delays in the forgiveness application process, we do not expect to make any payments on the loan until a decision is made on our forgiveness application. We may prepay the loan at any time prior to maturity with no prepayment penalties. We ~~plan to use~~used the funds exclusively for allowed payroll and benefits expenses and expect the majority of the loan, if not all, will be forgiven. The loan contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender or breaching the terms of the loan documents.

During the second quarter of 2020, the PPP was amended to allow borrowers to choose either an eight-week or 24-week period to use the funds. We elected to use the 24-week period, which ~~will end~~ended in ~~early October.~~October 2020. The amount eligible for forgiveness is based on the amount of loan proceeds used by us (during the 24-week period after the lender makes the first disbursement of loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), subject to certain limitations and reductions in accordance with the CARES Act. We submitted our application for forgiveness of the full $10 million loan in November 2020. No assurance can be given that we will obtain forgiveness of the loan in whole or in part. In addition, as a borrower that received over $2.0 million, we expect to be subject to an audit to review our eligibility under the PPP. The timing and scope of the audit remains unclear and as a result we are not able to forecast when we can expect a decision on loan forgiveness. We do not expect the audit will impact our eligibility for forgiveness under the PPP.

Interest Expense—Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of ~~$0.7~~$0.4 million and ~~$0.8~~$0.9 million for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $1.5 million and $1.5 million for the six months ended June 30, 2020, and 2019,~~ respectively.

Amounts included in interest expense, net for the three ended March 31, 2021, and ~~six months ended June 30,~~ 2020, ~~and 2019,~~ were as follows (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Interest on debt borrowings	Interest on debt borrowings	$	584	$	766	$	1,363	$	1,339	Interest on debt borrowings	$	365	$	779

Make-whole payments										Make-whole payments	2		0
Amortization of deferred financing costs	Amortization of deferred financing costs	75		68		161		137		Amortization of deferred financing costs	68		86
Gross interest expense	Gross interest expense	659		834		1,524		1,476		Gross interest expense	435		865
Less capitalized interest	Less capitalized interest	(24)		(28)		(97)		(67)		Less capitalized interest	(9)		(73)
Interest expense, net	Interest expense, net	$	635	$	806	$	1,427	$	1,409	Interest expense, net	$	426	$	792

911

Table of Contents

Note 8 — INTANGIBLE ASSETS

We have water rights, recorded at $19.2 million at ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019.~~2020. Our water rights have indefinite lives and are not amortized. We evaluate our water rights at least annually on October 1 for impairment, or more frequently if circumstances require. With the economic slowdown as a result of the novel coronavirus (COVID-19) pandemic, we reviewed our water rights for possible impairment as of June 30, 2020 and concluded we do not need to impair our water rights.

We account for other intangible assets as finite-lived intangible assets and amortize those intangible assets over the period of estimated benefit, using the straight-line method. The weighted average amortization period for the other intangible assets is approximately 2018 years. At ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, these intangible assets had a net book value of $~~6.0~~5.8 million and ~~$6.2~~$5.9 million, respectively, and are included in "Other assets, net" on the Condensed Consolidated Balance Sheets.

Note 9— FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS OF POSSIBLE FUTURE

PUBLIC DEBT

Intrepid Potash, Inc., as the parent company, has no independent assets or operations, and operations are conducted solely through its subsidiaries. Cash generated from operations is held at the parent-company level as cash on hand and totaled ~~$34.6~~$36.0 million and ~~$20.6~~$19.5 million at ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, respectively. If one or more of our wholly-owned operating subsidiaries guarantee public debt securities in the future, those guarantees will be full and unconditional and will constitute the joint and several obligations of the subsidiary guarantors. The assets and liabilities of our other subsidiaries are immaterial. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the subsidiary guarantors, except those imposed by applicable law.

1012

Table of Contents

Note 10 — ASSET RETIREMENT OBLIGATION

We recognize an estimated liability for future costs associated with the abandonment and reclamation of our mining properties. A liability for the fair value of an asset retirement obligation and a corresponding increase to the carrying value of the related long-lived asset are recorded as the mining operations occur or the assets are acquired.

Our asset retirement obligation is based on the estimated cost to abandon and reclaim the mining operations, the economic life of the properties, and federal and state regulatory requirements. The liability is discounted using credit adjusted risk-free rate estimates at the time the liability is incurred or when there are upward revisions to estimated costs. The credit adjusted risk-free rates used to discount our abandonment liabilities range from 6.9% to 9.7%. Revisions to the liability occur due to construction of new or expanded facilities, changes in estimated abandonment costs or economic lives, or if federal or state regulators enact new requirements regarding the abandonment or reclamation of mines.

Following is a table of the changes to our asset retirement obligation for the following periods (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Asset retirement obligation, at beginning of period	Asset retirement obligation, at beginning of period	$	22,685	$	23,542	$	22,250	$	23,125	Asset retirement obligation, at beginning of period	$	23,872	$	22,250
Liabilities settled	Liabilities settled	(116)		—		(116)		—		Liabilities settled	0		0
Liabilities incurred		—		—		—		—

Accretion of discount	Accretion of discount	434		417		869		834		Accretion of discount	441		435
Total asset retirement obligation, at end of period	Total asset retirement obligation, at end of period	$	23,003	$	23,959	$	23,003	$	23,959	Total asset retirement obligation, at end of period	$	24,313	$	22,685

1113

Table of Contents

Note 11 — REVENUE

Revenue Recognition—We account for revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers ("ASC 606"). Under ASC 606, we recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. The timing of revenue recognition, billings, and cash collection may result in contract assets or contract liabilities.

Contract Balances: As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, we had ~~$22.7~~$33.8 million and ~~$16.6~~$30.4 million of contract liabilities, respectively, which are included in "Other current liabilities" on the Condensed Consolidated Balance ~~Sheets. The timing of revenue recognition, billings, and~~Sheets, primarily related to cash ~~collection may result in contract assets or contract liabilities. For certain contracts, the~~advances received from a customer ~~has agreed to pay us before we have satisfied our performance obligations.~~for water purchases. Customer ~~payments~~advances received before we have satisfied our performance obligations are accounted for as a contract ~~liability. As of June 30, 2020 and 2019,~~liability (sometimes referred to in practice as deferred revenue). We will recognize the ~~majority our contract liability relates to payments received from a~~deferred revenue at the time the customer calls for water ~~purchases for~~delivery, which we ~~have not yet delivered the water.~~expect will be sourced from our existing long-term water rights. Our ~~contract liability~~deferred revenue activity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~ is shown below (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Beginning balance	Beginning balance	$	17,086	$	8,517	$	16,612	$	11,678	Beginning balance	$	30,419	$	16,612
Additions	Additions	5,736		3,528		9,646		3,528		Additions	3,972		3,910
Recognized as revenue during period	Recognized as revenue during period	(132)		(1,402)		(3,568)		(4,563)		Recognized as revenue during period	(549)		(3,436)
Ending balance	Ending balance	$	22,690	$	10,643	$	22,690	$	10,643	Ending balance	$	33,842	$	17,086

Disaggregation of Revenue: The tables below show the disaggregation of revenue by product and reconciles disaggregated revenue to segment revenue for the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, and ~~2019.~~2020. We believe the disaggregation of revenue by products best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic conditions (in thousands):


		Three Months Ended June 30, 2020																			Three Months Ended March 31, 2021
Product	Product	Potash Segment		Trio^® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total		Product	Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash	Potash	$	21,549	$	—	$	—	$	(74)	$	21,475	Potash	$	37,794	$	0	$	0	$	(62)	$	37,732
Trio^®	Trio^®	—		18,832		—		—		18,832		Trio®	0		22,514		0		0		22,514
Water	Water	112		404		2,029		—		2,545		Water	1,159		984		3,343		0		5,486
Salt	Salt	1,701		15		—		—		1,716		Salt	2,039		196		0		0		2,235
Magnesium Chloride	Magnesium Chloride	952		—		—		—		952		Magnesium Chloride	2,028		0		0		0		2,028
Brine Water	Brine Water	212		—		161		—		373		Brine Water	558		0		205		0		763
Other	Other	—		—		557		—		557		Other	0		0		705		0		705
Total Revenue	Total Revenue	$	24,526	$	19,251	$	2,747	$	(74)	$	46,450	Total Revenue	$	43,578	$	23,694	$	4,253	$	(62)	$	71,463

		Six Months Ended June 30, 2020
Product		Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash		$	51,367	$	—	$	—	$	(203)	$	51,164
Trio^®		—		40,033		—		—		40,033
Water		695		1,651		8,690		—		11,036
Salt		3,797		148		—		—		3,945
Magnesium Chloride		1,711		—		—		—		1,711
Brine Water		747		—		192		—		939
Other		—		—		1,606		—		1,606
Total Revenue		$	58,317	$	41,832	$	10,488	$	(203)	$	110,434

1214

Table of Contents


		Three Months Ended June 30, 2019																			Three Months Ended March 31, 2020
Product	Product	Potash Segment		Trio^® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total		Product	Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash	Potash	$	32,020	$	—	$	218	$	(111)	$	32,127	Potash	$	29,818	$	0	$	0	$	(129)	$	29,689
Trio^®	Trio^®	—		20,362		—		—		20,362		Trio®	0		21,201		0		0		21,201
Water	Water	457		938		4,270		—		5,665		Water	583		1,247		6,661		0		8,491
Salt	Salt	2,368		135		—		—		2,503		Salt	2,096		133		0		0		2,229
Magnesium Chloride	Magnesium Chloride	206		—		—		—		206		Magnesium Chloride	759		0		0		0		759
Brine Water	Brine Water	496		—		—		—		496		Brine Water	535		0		31		0		566
Other	Other	—		—		1,153		—		1,153		Other	0		0		1,049		0		1,049
Total Revenue	Total Revenue	$	35,547	$	21,435	$	5,641	$	(111)	$	62,512	Total Revenue	$	33,791	$	22,581	$	7,741	$	(129)	$	63,984

		Six Months Ended June 30, 2019
Product		Potash Segment		Trio^® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash		$	60,565	$	—	$	2,040	$	(1,319)	$	61,286
Trio^®		—		36,913		—		—		36,913
Water		797		1,879		8,375		—		11,051
Salt		5,369		453		—		—		5,822
Magnesium Chloride		1,946		—		—		—		1,946
Brine Water		1,200		—		—		—		1,200
Other		—		—		1,848		—		1,848
Total Revenue		$	69,877	$	39,245	$	12,263	$	(1,319)	$	120,066

1315

Table of Contents

Note 12 — COMPENSATION PLANS

Equity Incentive Compensation Plan—Our Board of Directors and stockholders adopted a long-term incentive compensation plan called the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the "Plan"). The Plan was most recently amended and restated in May 2019. We have issued common stock, restricted stock, performance units, and non-qualified stock option awards under the Plan. At ~~June 30, 2020,~~March 31, 2021, approximately ~~7.6~~0.6 million shares remained available for issuance under the Plan.

For the three months ended March 31, 2021, we granted shares 42,445 of restricted stock to executive officers and other key employees. These awards vest over three years, and in some cases, contain a market condition. As of ~~June 30, 2020,~~March 31, 2021, the following awards were outstanding under the Plan (in thousands):



						Outstanding as of ~~June 30, 2020~~March 31, 2021
Restricted Shares						~~2,891~~386

Non-qualified Stock Options						~~3,111~~288

Total share-based compensation expense was ~~$1.0~~$0.9 million and ~~$1.2~~$1.0 million for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $2.0 million and $2.3 million for the six months ended June 30, 2020, and 2019,~~ respectively. As of ~~June 30, 2020,~~March 31, 2021, we had ~~$4.6~~$5.1 million of total remaining unrecognized compensation expense related to awards, that is expected to be recognized over a weighted-average period of ~~1.5~~1.7 years.

Note 13 — INCOME TAXES

Our anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which our income is subject to income tax, permanent differences between the financial statement carrying amounts and tax bases of assets and liabilities.

During the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, we incurred 0 income tax expense. During the six months ended June 30, 2020, we incurred an immaterial amount of income tax benefit and during the six months ended June 30, 2019,~~ we incurred 0 income tax expense. Our effective tax rate for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, and the six months ended June 30, 2020, and 2019~~ was 0%. Our effective tax rates differed from the statutory rate during each period primarily due to changes in the valuation allowance established to offset our deferred tax assets.

Note 14 — COMMITMENTS AND CONTINGENCIES

Reclamation Deposits and Surety Bonds—As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, we had ~~$22.3~~$23.0 million of security placed principally with the State of Utah and the Bureau of Land Management for eventual reclamation of our various facilities. Of this total requirement, $0.5 million consisted of long-term restricted cash deposits reflected in "Other assets, net" on the condensed consolidated balance sheets and ~~$21.8~~$22.5 million was secured by surety bonds issued by an insurer. The surety bonds are held in place by an annual fee paid to the issuer and a letter of credit.

We may be required to post additional security to fund future reclamation obligations as reclamation plans are updated or as governmental entities change requirements.

Legal—We are subject to claims and legal actions in the ordinary course of business. Legal costs are expensed as incurred. While there are uncertainties in predicting the outcome of any claim or legal action, except as noted below, we believe the ultimate resolution of these claims or actions is not reasonable likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

Mosaic Settlement

In March 2020, we entered into a definitive settlement agreement with Mosaic Potash Carlsbad Inc. ("Mosaic") related to a complaint originally brought against us and Steve Gamble in February 2015. Mr. Gamble is a former employee of Intrepid and Mosaic. Under the terms of the settlement agreement, we paid Mosaic an aggregate of $10 million in May 2020 to dismiss all current and future claims arising from this matter against us and the matter is now closed.

Water Rights

In February 2019, Pecos Valley Artesian Conservancy District, Carlsbad Irrigation District, and Otis Mutual Domestic Water Consumers & Sewage Works Association (together, the "Protestants") filed an expedited inter se proceeding against us, Henry McDonald, Select Energy Services, LLC d/b/a Gregory Rockhouse Ranch, and Vision Resources, Inc. in the Fifth Judicial District Court for the County of Chaves in the State of New ~~Mexico.~~Mexico ("adjudication court"). This court

Table of Contents

serves as the adjudication court for the Pecos Stream System, which includes the Pecos River. The Protestants challenged the validity of our Pecos River water rights, representing approximately 20,000 acre feet per year. In August 2019, the parties stipulated to the jurisdiction of the adjudication court. To promote settlement, the adjudication court established a settlement schedule and ordered a trial date in August 2020 if the parties have not reached a settlement by that time. The trial date ~~has since been~~was subsequently rescheduled toand a virtual trial began on December 8, 2020 ~~subject to~~and concluded on December 18, 2020. We expect a ruling from the ~~continued motions~~adjudication court in late spring or early summer of ~~the protestants.~~ 2021.

We were allowed to sell water associated with 5,700 acre feet per year of these water rights under preliminary authorizations issued in 2017 and 2018 by the New Mexico Office of the State Engineer ("OSE"). The preliminary authorizations allowed for water sales to begin immediately,

~~Table of Contents~~

subject to repayment ~~which can be made "in-kind" with water from our other water rights,~~ if the ~~Pecos River~~underlying water rights are ultimately found to be invalid. Separate from the adjudication proceeding discussed above, the Protestants have protested these preliminary authorizations before the OSE. Although the OSE is required to hold a hearing relating to the protests, it had temporarily stayed the hearing process until the adjudication process is complete.

In December 2019, the ~~protestants~~Protestants filed a Petition for Writ of Mandamus against the OSE concerning ~~these permits, despite its agreed stipulation to jurisdiction of~~ the adjudication court, also asking for unspecified monetary and injunctive relief, as well as attorneys' fees and costs, relating to our sale of water under these water rights and breach of contract claims.preliminary authorizations. A hearing regarding this Petition was held in March 2020, in the Fifth Judicial District Court for the County of Eddy in the State of New Mexico ("non-adjudication court") and the non-adjudication court granted the Writ of Mandamus against the New Mexico State Engineer challenging the State Engineer's right to grant preliminary authorizations under the New Mexico Water-Use Leasing Act. The non-adjudication court also denied our right to participate as a potentially harmed party. The non-adjudication court’s challenged ruling requiresOSE and required the OSE to withdraw and cancel ~~certain~~seven preliminary authorizations issued to Intrepid in 2017 and 2018. These seven preliminary authorizations, which allowed us to sell up to 4,700 acre feet of water annually, were cancelled by the OSE ~~had issued~~on April 1, 2020, and we are currently not allowed to ~~us. This challenged ruling~~sell water under these cancelled preliminary authorizations.

A Motion for Reconsideration was filed and a hearing was held before the non-adjudication court on September 1, 2020, and was denied by the non-adjudication court ~~does not impact~~on October 5, 2020. Subsequently, we and the ~~validity of our water rights, but limits our and our lessees ability to use water under certain leases, subject to challenge.~~

~~The~~ OSE ~~has~~ filed ~~a Petition for Writ of Superintending Control with~~an appeal which is pending before the New Mexico ~~Supreme~~ Court ~~seeking~~of Appeals.

In March 2021, we received notice from a customer of a default under the terms of a long-term sales contract because we have not been able to ~~reverse~~deliver water to diversion points specified in the ~~decision by the non-adjudication court and stay any actions taken as a result of the Writ of Mandamus.~~contract. We have ~~filed a Petition~~relied primarily upon our Pecos River water rights to deliver water under this contract, the majority of which are currently unavailable due to the factors discussed above. We are working with the customer to resolve this issue. Under this contract we have received quarterly installments of approximately $3.9 million for ~~Writ~~the future delivery of ~~Superintending Control~~water to the customer. In April 2021, we agreed to suspend the second quarter installment due from the customer as we continue to work to resolve the issue. If we are not able to resolve the issue, we may have to repay the $32.7 million outstanding contract liability. More detail on our contract liabilities can be found in the New Mexico Supreme Court seeking a reversal of the denial of Intrepid’s request to intervene and seeking to stay enforcement while the matter is being decided. While the New Mexico Supreme Court has not yet ruled on either of these motions, the OSE has withdrawn and cancelled certain preliminary authorizations the OSE had issued to us. On July 21, 2020, the OSE filed its State of New Mexico Response to CID/Otis's Motion for Summary Judgment, indicating our rights at up to 6,000 acre feet.Note 11—Revenue.

We are also subject to other claims and legal actions in the ordinary course of business. Legal costs are expensed as incurred. While there are uncertainties in predicting the outcome of any claim or legal action, we believe that the ultimate resolution of these other claims or actions is not reasonably likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

Table of Contents

Note 15 — FAIR VALUE

We measure our financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures.

As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, our cash consisted of bank deposits. Other financial assets and liabilities including accounts receivable, refundable income taxes, accounts payable, accrued liabilities, and advances on our credit facility are carried at cost which approximates fair value because of the short-term nature of these instruments.

In May of 2020, we acquired a non-controlling interest in W.D. Von Gonten Laboratories ("WDVGL") for $3.5 million. This investment is an equity investment without a readily determinable fair value and is recorded at cost with adjustments for observable changes in prices resulting from orderly transactions for the identical or a similar investment of the same issuer, or impairment (a Level 3 input), and is included in "Other assets, net" on the Condensed Consolidated Balance Sheets. We did not record any adjustments to the $3.5 million carrying value of the investment during the ~~second~~first quarter of ~~2020.~~2021.

As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the estimated fair value of our outstanding Notes was ~~$29.5~~$15.7 million and ~~$50~~$15 million, respectively. The fair value of our Notes is estimated using a discounted cash flow analysis based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 2 input) and is designed to approximate the amount at which the instruments could be exchanged in an arm's-length transaction between knowledgeable willing parties.

1518

Table of Contents

Note 16 — BUSINESS SEGMENTS

Our operations are organized into 3 segments: potash, Trio^®and oilfield solutions. The reportable segments are determined by management based on several factors including the types of products and services sold, production processes, markets served and the financial information available for our chief operating decision maker. We evaluate performance based on the gross margins of the respective business segments and do not allocate corporate selling and administrative expenses, among others, to the respective segments. Intersegment sales prices are market-based and are eliminated in the "Other" column. Information for each segment is provided in the tables that follow (in thousands).


Three Months Ended March 31, 2021	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	43,578	$	23,694	$	4,253	$	(62)	$	71,463
Less: Freight costs	5,700		6,440		0		(62)		12,078
Warehousing and handling costs	1,456		1,176		0		0		2,632
Cost of goods sold	27,749		16,148		3,748		0		47,645


Gross Margin (Deficit)	$	8,673	$	(70)	$	505	$	0	$	9,108
Depreciation, depletion, and amortization incurred1	$	7,178	$	1,507	$	688	$	188	$	9,561











Three Months Ended March 31, 2020	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	33,791	$	22,581	$	7,741	$	(129)	$	63,984
Less: Freight costs	5,441		6,548		0		(129)		11,860
Warehousing and handling costs	1,296		1,608		0		0		2,904
Cost of goods sold	22,720		17,430		2,897		0		43,047
Lower of cost or net realizable value inventory adjustments	—		550		0		—		550

Gross Margin (Deficit)	$	4,334	$	(3,555)	$	4,844	$	0	$	5,623
Depreciation, depletion, and amortization incurred1	$	7,312	$	1,508	$	632	$	214	$	9,666

~~Table of Contents~~1

Three Months Ended
June 30, 2020 Potash
Trio^®
Oilfield Solutions Other Consolidated
Sales $ 24,526 $ 19,251 $ 2,747 $ (74) $ 46,450
Less: Freight costs 3,286 5,523 — (74) 8,735
         Warehousing and handling
costs 1,204 861 — — 2,065
         Cost of goods sold 17,650 14,222 2,136 — 34,008
         Lower of cost or net
realizable value inventory
adjustments 371 1,870 — — 2,241
Gross Margin (Deficit) $ 2,015 $ (3,225) $ 611 $ — $ (599)
Depreciation, depletion, and amortization incurred¹
$ 5,742 $ 1,516 $ 657 $ 209 $ 8,124
Six Months Ended
June 30, 2020 Potash
Trio^®
Oilfield Solutions Other Consolidated
Sales $ 58,317 $ 41,832 $ 10,488 $ (203) $ 110,434
Less: Freight costs 8,727 12,071 — (203) 20,595
         Warehousing and handling
costs 2,500 2,469 — — 4,969
         Cost of goods sold 40,370 31,652 5,033 — 77,055
         Lower of cost or net
realizable value inventory
adjustments 371 2,420 — — 2,791
Gross Margin (Deficit) $ 6,349 $ (6,780) $ 5,455 $ — $ 5,024
Depreciation, depletion, and amortization incurred¹
$ 13,054 $ 3,025 $ 1,289 $ 422 $ 17,790
Three Months Ended
June 30, 2019 Potash
Trio^®
Oilfield Solutions Other Consolidated
Sales $ 35,547 $ 21,435 $ 5,641 $ (111) $ 62,512
Less: Freight costs 4,742 6,471 80 — 11,293
         Warehousing and handling
costs 1,319 911 — — 2,230
         Cost of goods sold 21,258 12,599 2,072 (111) 35,818
Gross Margin $ 8,228 $ 1,454 $ 3,489 $ — $ 13,171
Depreciation, depletion, and amortization incurred¹
$ 6,120 $ 1,520 $ 232 $ 201 $ 8,073
Six Months Ended
June 30, 2019 Potash
Trio^®
Oilfield Solutions Other Consolidated
Sales $ 69,877 $ 39,245 $ 12,263 $ (1,319) $ 120,066
Less: Freight costs 9,382 11,506 861 — 21,749
         Warehousing and handling
costs 2,586 1,880 — — 4,466
         Cost of goods sold 40,317 23,673 4,841 (1,319) 67,512
Gross Margin $ 17,592 $ 2,186 $ 6,561 $ — $ 26,339
Depreciation, depletion and amortization incurred¹
$ 12,915 $ 3,078 $ 423 $ 403 $ 16,819

¹ Depreciation, depletion, and amortization incurred for potash and Trio^® excludes depreciation, depletion and amortization amounts absorbed in or relieved from inventory.

1719

Table of Contents

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this Quarterly Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements about our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, among other things. In some cases, you can identify these statements by forward-looking words, such as "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," and "continue." Forward-looking statements are only predictions based on our current knowledge, expectations, and projections about future events.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the following:

•changes in the price, demand, or supply of our products and services;

•challenges to our water rights;

•our ability to successfully identify and implement any opportunities to grow our business whether through expanded sales of water, Trio^®, byproducts, and other non-potassium related products or other revenue diversification activities;

•our ability to ~~integrate the Intrepid South assets into our existing business and achieve the expected benefits of the acquisition;~~

•~~our ability to~~ sell Trio^® internationally and manage risks associated with international sales, including pricing pressure and freight costs;

•the costs of, and our ability to successfully execute, any strategic projects;

•declines or changes in agricultural production or fertilizer application rates;

•declines in the use of potassium-related products or water by oil and gas companies in their drilling operations;

•our ability to prevail in outstanding legal proceedings against us;

•our ability to comply with the terms of our senior notes and our revolving credit facility, including the underlying covenants, to avoid a default under those agreements;

•further write-downs of the carrying value of assets, including inventories;

•circumstances that disrupt or limit production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems;

•changes in 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;

•interruptions in rail or truck transportation services, or fluctuations in the costs of these services;

•our inability to fund necessary capital investments;

~~Table of Contents~~

•the impact of the novel coronavirus (COVID-19) pandemic on our business, operations, liquidity, financial condition and results of operations; and

•~~our ability to regain compliance with the continued listing criteria~~Table of ~~the New York Stock Exchange (“NYSE”); and~~Contents

•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, ~~2019,~~2020, as updated by our subsequent Quarterly Reports on Form ~~10-Q, including Item 1A. Risk Factors of this Quarterly Report.~~10-Q.

In addition, new risks emerge from time to time. It is not possible for our management to predict all risks that may cause actual results to differ materially from those contained in any forward-looking statements we may make.

In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in these forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements. We undertake no duty to update or revise publicly any forward-looking statements to conform those statements to actual results or to reflect new information or future events.

Throughout this Quarterly Report, we refer to average net realized sales price per ton, which is a non-GAAP financial measure. More information about this measure, including a reconciliation of this measure to the most directly comparable GAAP financial measure, is below under the heading "Non-GAAP Financial Measure."

1921

Table of Contents

Company Overview

We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride, KCl or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio^®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine and various oilfield products and services.

Our extraction and production operations are conducted entirely in the continental United States. We produce potash from three solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio^® from our conventional underground East mine in Carlsbad, New Mexico.

We have three segments: potash, Trio^®, and oilfield solutions. We account for the sale of byproducts as revenue in the potash or Trio^® segment based on which segment generated the byproduct.

~~Recent Developments~~

~~New York Stock Exchange Notices~~

On April 17, 2020, we received notice from the NYSE that we were no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”) that requires listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days (the “Notice”). Pursuant to Section 802.01C, we generally have a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement, subject to any extensions by NYSE. We can regain compliance with the minimum share price requirement at any time during the cure period if, on the last trading day of any calendar month during the cure period or on the last day of the cure period, we have a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the 30 trading-day period ending on such date. As required by the NYSE, we have notified the NYSE of our intent to cure the listing standard deficiency and regain compliance with the minimum share price requirement. On June 2, 2020, we received notice that we had regained compliance with the minimum share price requirement.

On July 24, 2020, we received notice from the NYSE that we were once again no longer in compliance with Section 802.01C of the NYSE Listed Company Manual that requires listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days (the “July Notice”). Pursuant to Section 802.01C, we generally have a period of six months following the receipt of the July Notice or until the next annual meeting to regain compliance with the minimum share price requirement, subject to any extensions by NYSE. Due to our reduced stock price, before we received notice of non-compliance we provided notice of a special meeting of shareholders to vote on four proposals that would allow our Board of Directors to enact a reverse stock split of between 1:3 and 1:15. On July 28, 2020, we held the special meeting and all proposals voted on at the special meeting were approved and we expect the Board will implement a reverse split in August 2020. The final split ratio will be determined by our stock price at the time of the split and other factors that could influence the price of our stock. We believe that being able to effect a reverse stock split is in the best interests of us and our stockholders by allowing us more flexibility to, among other things, potentially improve the marketability and liquidity of our commons stock and regain compliance with the listing requirements of the NYSE, which will allow management to focus on our business strategy.

~~For more information, please see Item 1A. “Risk Factors” under the caption “If we cannot meet the continued listing requirements of the NYSE, the NYSE may delist our common stock.”~~

2022

Table of Contents

Significant Business Trends and Activities

The novel strain of coronavirus (COVID-19) has surfaced in nearly all regions around the world. ~~We have been deemed~~As an essential business ~~and have continued~~we continue to operate through-out the COVID-19 pandemic to produce potash and Trio^® and serve oil and gas markets through our oilfield solutions business. The safety and protection of our workforce is our first and foremost priority. We continue to follow various procedures we implemented to help minimize the risks to our employees, including changes in our operating procedures to accommodate social distancing guidelines, additional cleaning and disinfection procedures and requiring those employees who can work from home to do so.

We continue to monitor the ~~rapidly evolving situation and~~ guidance from various authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. There may be developments outside our control that would require us to adjust our operating plans.

Our ~~second quarter~~2020 results were materially impacted by the COVID-19 pandemic, particularly our oilfield solutions segment as many of the actions taken to help prevent the spread of COVID-19 decreased demand for oil. ~~Many areas of~~Economic activity is improving in early 2021 with most cities and states reducing restrictions when compared to the ~~country began to reopen during the second quarter~~summer of 2020. However, governmental authorities may reinstate ~~shelter-in-place orders and~~ other restrictive orders due to a continued resurgence of COVID-19 related cases. Such restrictive actions may lead to further or continued decreases in the demand for oil and may impact our other operations if expanded restrictions are deemed necessary to mitigate the public health effects of the COVID-19 pandemic. Given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations, liquidity or cash flows in the future. We do expect that if governmental authorities ~~reinstate shelter-in-place and~~increase other restrictive orders, such actions ~~will~~may have a material effect on revenue growth, financial condition, liquidity, and overall profitability in future reporting periods.

Our financial results have been, or are expected to be, impacted by several significant trends and activities, including impacts from the COVID-19 pandemic, as discussed below. We expect that the trends described below may continue to impact our results of operations, cash flows, and financial position.

• Potash pricing and demand. Potash sales volumes in the ~~second~~first quarter of 2021 increased 18% compared to the first quarter of 2020 ~~decreased 22% compared to the second quarter of 2019~~as strong commodity prices and ~~good early season~~favorable weather ~~accelerated the spring application season in many~~drove strong demand for fertilizer products across most parts of the ~~country, pushing some 2020 agricultural tons forward~~country. Our sales volumes into industrial markets decreased in the first ~~quarter. First half 2020 sales volume was down 5%~~quarter of 2021 compared to the prior year, ~~as increases in agricultural and feed sales were offset by a significant decrease in industrial potash sales,~~ due in large part to the impacts of the COVID-19 pandemic. ~~Actions~~The majority of our industrial potash sales are into oil and gas markets and correlate to drilling and completion activity, which has slowed significantly during 2020 due to the containment actions taken to help reduce the spread of COVID-19, and activity remains below pre-pandemic levels. We have been successful in shifting sales towards our growing animal feed and organic markets and also continuing to expand our sales into high-margin agricultural areas near our operations. Additional or renewed restrictions enacted in response to the COVID-19 pandemic may impact our sales if such ~~as work from home~~actions affect available labor, transportation logistics, or cause supply disruptions.

Global effective capacity continues to exceed demand and ~~limiting travel,~~larger producers have ~~decreased~~worked to balance the market through production curtailments. Domestic pricing of our potash is influenced principally by the price established by our competitors. The interaction of global potash supply and demand, ~~for oil~~ocean, land, and ~~subsequently reduced oil~~barge freight rates, currency fluctuations, and ~~gas activities.~~crop commodity values and outlook, also influence pricing.

Our potash average net realized sales price per ton ~~decreased~~increased to ~~$256~~$282 for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$299~~$255 for the same period in ~~2019. For the six months ended June 30,~~ 2020 ~~our potash average net realized sale~~due to multiple price ~~per ton decreased to $256, compared to $294 for the six months ended June 30, 2019, as price decreases from both the 2019 summer-fill program and the winter-fill program~~increases announced in January 2020 lowered overall price levels. Price levels increased by $20 per ton in late January after the order window closed for the 2020 winter-fill program and we realized this pricing in the western United States. In June 2020, a summer-fill program was announced by our competitors that lowered the price $40 per ton and $30 per ton in the corn belt and western United States, respectively, from current list prices. This is in effect a decrease of $20 per ton and $10 per ton for the corn belt and western United States, respectively, when compared to the winter-fill pricing from the first quarter of 2020. After the summer-fill order window closes, list price is scheduled to increase $15 per ton. We expect to sell at the summer-fill pricing levels through the third quarter and we expect to achieve the increased pricing in the fourth quarter ~~but this~~of 2020 and another price increase announced in February 2021. We layered in first quarter sales tons at varying price levels and expect our net realized sales price per ton will increase in the second quarter of 2021. Our price expectations could be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases as a result of the COVID-19 pandemic, and the price and availability of other potassium products.

With potash sales comprising ~~46%~~53% of our total sales in the first ~~six~~three months of ~~2020,~~2021, potash prices continue to be a significant driver of our profitability. Pricing of our potash is influenced principally by the price established by our competitors. The interaction of global potash supply and demand, ocean, land, and barge freight rates, and currency fluctuations also influence pricing.

2123

Table of Contents

We experience seasonality in potash demand, with more purchases historically occurring in March through May and September through November when purchasers are looking to have product on hand for the spring and fall application seasons in the United States. To date, we have not seen any impacts to the seasonal demand patterns for potash. However, further actions taken in response to the COVID-19 pandemic may impact the traditional fall fertilizer application season if there is an effect on available labor, transportation logistics, or supply disruptions. The combination of these items results in variability inVarious factors affect potash sales and shipments, thereby increasing volatility of sales volumes from quarter to quarter and season to season. The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S. The timing of potash sales is also significantly influenced by the marketing programs of potash producers, as well as storage volumes closer to the farm gate. Our sales volumes into the industrial market correlate to drilling activity in the oil and gas ~~market.~~market, which slowed significantly during 2020, due to the containment actions taken to help reduce the spread of COVID-19. While restrictions have generally relaxed over the past few months, any further containment actions taken in response to the COVID-19 pandemic may impact future fertilizer application seasons if such actions affect available labor, transportation logistics, or cause supply disruptions.

• Trio^® pricing and demand. Our Trio^®average net realized sales price per ton increased 6%21% during the ~~second~~first quarter of ~~2020~~2021, as compared to the ~~second quarter of 2019 as we sold fewer tons internationally, which generally carry lower per-ton pricing. Our Trio~~^®average net realized sales price per ton was unchanged for the six months ended June 30, 2020 compared to the six months ended June 30, 2019, as decreases in domestic pricing was offset by fewer international sales.

~~During the second~~first quarter of 2020 ~~year-over-year~~due to price increases in domestic markets and fewer international sales. Similar to our potash sales, we layered in our first quarter 2021 Trio^® ~~pricing continued~~sales at increasing price levels and expect our net realized price will continue to be negatively impacted by a summer-fill program announced by our competitor in July 2019, lowering their list price by $35 to $50 per ton depending on product grade, and a winter-fill program announced in January of 2020 that held price at the summer-fill levels until early inincrease into the second quarter. ~~After the winter-fill order window expired, we did transact some sales at the higher pricing in the second quarter, although domestic competition remained strong which limited our~~Our ability to ~~maintain those price levels. In June 2020, our competitor announced another summer-fill price decrease of $15 to $20 per ton from~~recognize the current list price, or in effect a $5 to $10 per ton decrease from the winter-fill price level, for orders delivered through the end of the third quarter. This announcement mirrored the potash summer-fill price announced earlier in June. Price is scheduled to increase $15 per ton after the fill window, and we expect to achieve this price in the fourth quarter, but this couldincreased prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases as a result of the COVID-19 pandemic, and the price and availability of other potassium products.

Trio^® sales volume ~~increased 10%~~decreased 9% during the first ~~six~~three months of ~~2020,~~2021, compared to the first ~~six~~three months of 2019, as good weather in most of our domestic markets resulted in a strong 2020 spring application season. First half 2019 domestic sales were reduced due to wet weather which negatively impacted the 2019 spring application season. International sales decreased significantly in the second quarter of 2020, as strong demand in domestic markets was more than offset by reduced international sales. We expect to sell limited tons into international markets as we focus on growing our domestic Trio® sales. We recognize a lower average net realized sales price per ton for international sales compared to ~~the second quarter of 2019,~~domestic sales, due to the ~~timing of shipments and as we pursue a more limited~~increased freight costs to ship Trio® to international ~~sales strategy.~~destinations.

We also experience seasonality in domestic Trio^® demand, with more purchases coming in the first and second quarters in advance of the spring application season in the U.S. In turn, we generally have increased inventory levels in the third and fourth quarters in anticipation of expected demand for the following year. Further actions taken in response to the COVID-19 pandemic may also impact seasonal demand patterns if there is an effect on available labor, transportation logistics, or supply disruptions. We continue to operate our facilities at production levels that approximate expected demand and allow us to manage inventory levels. Certain products rely more heavily on international markets, particularly standard Trio^®. Our international warehouse temporarily closed in response to the COVID-19 pandemic in the first quarter of 2020 and was reopened during the second quarter of 2020 and currently remains open, but we may see additional closures ~~with the continued~~if there is a resurgence of COVID-19 related cases, which could reduce demand in future periods. We reduced the production of fine langbeinite in the second quarter of 2020 to manage inventory levels and if we ~~experience reduced demand for Trio~~^®~~due to warehouse closures or other effects from the COVID-19 pandemic, we may need to continue~~expect to operate at these reduced production rates for the foreseeable future to manage inventory levels.

• Water sales. In the ~~second~~first quarter of ~~2020,~~2021, total water sales were ~~$2.5~~$5.5 million compared to ~~$5.7~~$8.5 million during the same period of ~~2019, and $8.5 million in the first quarter of~~ 2020. ~~During the second quarter, the COVID-19 pandemic impacted the~~We continue to experience decreased demand for oil as shelter-in-place orders were issued across most major metropolitan areas, significantly reducing automobile and airline travel, two major consumers of oil. In addition, most states required non-essential businesses to close and employees to work from home wherever possible. While shelter-in-place orders were relaxed towards the end of the second quarter and demand began to rebound, there continues to be significant impacts from the COVID-19 pandemic as oil and gas activity in the areas in which we operate has not yet returned to the levels seen prior to the COVID-19 pandemic. In addition, positive cases of COVID-19 are increasing in most areas of the United States, which could lead to reinstating shelter-in-place restrictions in states and major cities. Such restrictions would negatively impact the demand for oil in the second half of 2020 or beyond.

~~Table of Contents~~

For the six months ended June 30, 2020 and June 30, 2019, total water sales were $11.0 million The decrease in water sales in the second quarter of 2020, as discussed above, was offset by operating Intrepid South for the full six month period in 2020, compared to only two months of the six month period of 2019, as we purchased the Intrepid South assets in May 2019.

~~We expect the planned reduction in activities by operators will continue to impact our sales of~~ water and other oilfield products and services ~~through at least~~when compared to the ~~second half~~first quarter of 2020 as a result of the COVID-19 pandemic. Rig counts, oil pricing, and oilfield activity have increased from the summer of 2020 and we expect oilfield activity will improve as the year continues, although economic uncertainty and the ~~unprecedented conditions~~potential for future restrictions enacted by state and local governments resulting from the COVID-19 pandemic make forecasting future ~~demand~~drilling activities difficult.

Water rights in New Mexico are subject to a stated purpose and place of use, and many of our water rights were originally issued for uses relating to our mining operations. When water rights temporarily exceed the originally permitted use, we and other persons or entities with New Mexico water rights are able to sell water for alternative uses, such as construction, farming, ranching and oil and gas development, thereby ensuring the highest and best use of New Mexico water that may otherwise go unused. When applicable we, or any other New Mexico water right holder, applies for a permit from the New Mexico Office of the State Engineer ("OSE") to change the purpose and/or place of use of the underlying water rights. The OSE reviews and makes a determination as to the validity of the right and if it determines the requested change will not negatively impact other valid interests, the OSE may issue a preliminary authorization for the change. The preliminary authorization allows for water sales to begin immediately, subject to repayment if the underlying water rights were ultimately found to be invalid, thereby ensuring the highest and best use of New Mexico water that may otherwise go unused. Third parties may protest the preliminary authorization at minimal cost and frequently do so. Once protested, the OSE is required to hold a hearing to determine if the preliminary authorization was appropriate. Since 2017, we have faced a protest of our rights to use water from the Pecos River from numerous parties. We have a strong historical and legal basis supporting 19,836 acre feet of water rights on the Pecos River. While some parties have challenged our entire water right, recent and historic analysis from the New Mexico Interstate Stream Commission expert report dated August 30, 2019 by Jennifer Stevens, Ph.D. indicates our rights based on historic consumptive use to a minimum of 5,800 acre feet of established rights. Further, on July 21, 2020 the OSE filed its State of New Mexico's Response to CID/Otis's Motion for Summary Judgment, indicating our rights at up to 6,000 acre feet.

Significant current and historic use of New Mexico Pecos River water rights comes from water sales made under preliminary authorizations issued by the OSE, both for us and many other New Mexico water rights users. Third parties have protested these preliminary authorizations, and the OSE is required to hold a hearing on the protests. In February 2019, certain protestants filed an inter se proceeding in New Mexico District Court at the Pecos Stream System Adjudication Court challenging the validity of certain of Intrepid’s New Mexico Pecos River water rights. In August 2019, all of the parties, including us and the protestants, stipulated to the jurisdiction of the adjudication court. To promote settlement, the adjudication court established a settlement schedule and ordered a trial date in August 2020 if the parties have not reached a settlement by that time. The trial date has since been rescheduled to December 2020, subject to the continued motions of the protestants. Preliminary authorizations allow for water sales to begin immediately, subject to repayment if the underlying water rights are ultimately found to be invalid, which repayment may be made "in-kind" through our utilization of existing water rights which remain unaffected by actions under the affected leases which do not impact our ability to deliver water at numerous other locations and/or from the subject diversion points in service of those unaffected rights. Separate from the adjudication proceeding, the protestants have challenged these preliminary authorizations before the OSE. Although the OSE is required to hold a hearing relating to the protests, it has temporarily stayed the hearing process in this matter until the agreed-upon adjudication process is complete. In the adjudication proceeding, the court is expected to make a determination as to the size of Intrepid's Pecos River water rights.

In February 2020, the protestant CID/Otis filed a Petition of Writ of Mandamus against the OSE concerning these permits, despite its agreed stipulation to jurisdiction of the adjudication court, asking for unspecified monetary and injunctive relief, as well as attorneys' fees and costs, relating to our sale of water under these water rights and breach of contract claims. A hearing regarding this Writ was held in March 2020, and the non-adjudication court granted the Writ against the OSE challenging the OSE's right to grant preliminary authorizations under the New Mexico Water Leasing Act. The non-adjudication court also denied Intrepid’s right to participate as a potentially harmed party. The non-adjudication court’s challenged ruling required the OSE to withdraw and cancel certain preliminary authorizations the OSE had issued to us. This challenged ruling by the non-adjudication court does not impact the validity of our water rights, nor does it impact our ability to deliver water at numerous other locations. The ruling limits our and our lessees ability to use water under certain leases, subject to challenge, but does not affect our continuing ability to utilize the subject diversion points to service other water rights.

The OSE has filed a Petition for Writ of Superintending Control with the New Mexico Supreme Court seeking to reverse the decision by the non-adjudication court and stay any actions taken as a result of the Writ of Mandamus.

~~Table of Contents~~

The challenged ruling by the non-adjudication court only affects leases, not the underlying rights, on two points of diversion on the Pecos river and does not affect Intrepid's ability to produce potash or Trio^®. As stated, we were denied the right to intervene and challenge both the jurisdiction, grounds and legitimacy of the non-adjudication court in this matter and we have filed for a Petition of Writ of Superintending Control in the New Mexico Supreme Court seeking a reversal of the denial of our request to intervene and seeking to stay enforcement while the matter is being decided. Also as stated, the OSE has filed for a Petition for Writ of Superintending Control in the New Mexico Supreme Court seeking to assert its jurisdiction over permitting under the Water Leasing Act. Both petitions seek a stay of the Writ of Mandamus issued by the non-adjudication court. These petitions are currently pending. The adjudication court has scheduled the underlying issue regarding adjudication of the validity of the subject water rights for December of 2020. We continue to vigorously defend our legal position with respect to the validity of our water rights in all forums and assert the proper jurisdiction of the adjudication court in determining the validity and extent of Intrepid’s water rights in this matter.

~~We may face other political and regulatory issues relating~~An update to ~~the potential use of the maximum amount of our rights. However, we believe that our~~ legal ~~position with respect to the validity of~~proceedings concerning our water rights is ~~solid and that we will be able to meet~~contained in Note 14 of our ~~water commitments.~~unaudited condensed consolidated financial statements included in "Item 1. Condensed Consolidated Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.

• Byproduct sales. We sell byproducts such as salt, magnesium chloride, brines, and water that are derived from our potash and Trio^® operations. Byproduct sales were ~~$3.4~~$7.0 million for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$4.6~~$5.4 million for the three months ended ~~June 30, 2019. Byproduct sales were $8.7 million for the six months ended June 30, 2020, compared to $11.6 million for the six months ended June 30, 2019.~~March 31, 2020. The ~~decrease~~increase during the ~~second~~first quarter of ~~2020~~2021 was primarily due to a ~~$0.8 million decrease in salt sales and a $0.9 million decrease in water sales, offset by a $0.7~~$1.3 million increase in sales of magnesium ~~chloride. Salt availability improved~~chloride and a $0.3 million increase in ~~certain regions of the country in the second quarter of 2020, compared to the same period~~byproduct water sales. Wet weather in 2019 ~~which reduced~~significantly limited our sales footprint while overall water sales were down significantly due to the impact of the COVID-19 pandemic on oil and gas activity, as discussed above. Our sales of magnesium chloride increased as good early season evaporation allowed for the production of magnesium chloride ~~towards~~and we had less product to sell in the ~~end of the second~~first quarter of 2020. ~~In the second quarter of 2019, above average wet weather during the spring limited the production and demand of magnesium chloride.~~

The decrease in byproduct sales during the first half of 2020 was due to a $1.9 million decrease in salt sales, a decrease of $0.5 million in brine water sales, a decrease of $0.3 million in byproduct water sales and a decrease of $0.2 million in magnesium chloride sales. Improved salt availability in certain regions of the country in the first half of 2020 reduced our sales footprint. The decrease in byproduct brine water and byproduct water sales was due to impact of the COVID-19 pandemic on oil and gas activity, as discussed above. The decrease in magnesium chloride sales is due to having less magnesium chloride to sell due to wet weather at our Wendover facility, which reduced our magnesium chloride production.

Magnesium chloride production ~~and sales~~ returned to historic rates ~~towards the end of~~in the second ~~quarter~~half of 2020 and we expect that will continue in ~~the second half of 2020~~2021 assuming average ~~evaporation~~precipitation rates at our Wendover facility. ~~We continue to experience decreased demand for water and other oilfield products and services as a result of the COVID-19 pandemic and expect this to continue for at least the second half of 2020.~~

• Diversification of products and services. We continue to diversify our products and services, particularly on our Intrepid South property. In addition to water sales, Intrepid South generates revenue from right-of-way agreements, surface damages and easements, caliche sales, ~~and~~ a produced water ~~royalty.~~royalty, and sales of cattle. We are also currently negotiating water transfer agreements with customers throughout the basin to utilize our existing infrastructure. As part of the Intrepid South acquisition, we acquired state grazing leases and submitted a comprehensive grazing plan which is currently pending

Table of Contents

approval with the New Mexico State Land Office. In the third quarter of 2020, we purchased a 400-head commercial cattle herd which we plan to move to our grazing leases when we receive final approval. We added a brine station at our Intrepid South property in February 2020 and are reviewing opportunities to ~~developing~~develop a produced water facility, although ~~the expectation of reduced~~uncertainties in oil and gas operations ~~due to the recent decrease in the price and demand for oil~~ due to the COVID-19 pandemic have made the timing of this development uncertain. ~~Demand for our high-speed mixing service has also been negatively impacted as a result of the decrease in oil prices and oilfield activities.~~

In March 2020, we sold approximately 320 acres of fee land from our Intrepid South property for $4.8 million and recognized a gain on the sale of the land of $4.7 million. The terms of the sale were highly restrictive and only allow the buyer to drill Acid Gas Injection ("AGI") wells on the property to dispose of natural gas with high concentrations of hydrogen sulfide ("~~H2S"~~H2S"). No water rights were included in the land sale, we retained surface access, and we restricted the use of caliche located on the property to the acreage that was sold in order to prevent sales to third parties or decrease future sales to the buyer. ~~Our long-term~~Due to the strategic ~~operating plan for~~location of Intrepid South, ~~includes~~part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights, to ~~other companies,~~customers, where such sales provide a solution to a ~~company's needs.~~customer's operations in the oil and gas industry. We may have additional strategic sales of small parcels of land in the future.

In May 2020, we acquired an 11% equity stake in the W.D. Von Gonten Laboratories ("WDVGL"), a global industry leader in drilling and completion chemistry and a strong supporter of the use of potassium chloride in oil and gas drilling and completion activities. With this investment we plan to revitalize our industrial sales and high-speed mixing

~~Table of Contents~~

service given the poor performance of clay-inhibition chemical ~~substitutes.~~substitutes in certain formations. Our investment in WDVGL is also part of our strategy to leverage our existing oil and gas midstream businesses in southeast New Mexico and expand into additional oil and gas midstream and upstream activities. This expansion may be through organic growth, other strategic investments, partnerships, or acquisitions of complementary businesses that expand our product and service offerings beyond our existing assets or products. ~~We believe that the investment opportunities in the current market are generational and provide a unique opportunity to accelerate our pivot towards oil and gas through accretive transactions.~~ Additionally, we may expand into oil and natural gas exploration and production or into new products or services in our current industry or other industries.

Table of Contents

Consolidated Results


(in thousands, except per ton amounts)	(in thousands, except per ton amounts)	Three Months Ended June 30,						Six Months Ended June 30,						(in thousands, except per ton amounts)	Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Sales¹	Sales¹	$	46,450	$	62,512	$	110,434	$	120,066	Sales1	$	71,463	$	63,984

Cost of goods sold	Cost of goods sold	$	34,008	$	35,818	$	77,055	$	67,512	Cost of goods sold	$	47,645	$	43,047

Gross (Deficit) Margin		$	(599)	$	13,171	$	5,024	$	26,339
Gross Margin										Gross Margin	$	9,108	$	5,623

Selling and administrative	Selling and administrative	$	6,673	$	6,355	$	13,272	$	12,162	Selling and administrative	$	5,791	$	6,599

Net (Loss) Income		$	(8,872)	$	5,611	$	(16,269)	$	11,766
Net Income (Loss)										Net Income (Loss)	$	2,451	$	(7,397)

Average net realized sales price per ton²	Average net realized sales price per ton²									Average net realized sales price per ton2
Potash	Potash	$	256	$	299	$	256	$	294	Potash	$	282	$	255
Trio^®	Trio^®	$	208	$	196	$	200	$	200	Trio®	$	233	$	193

¹Sales include sales of byproducts which were ~~$3.4~~$7.0 million and ~~$4.6~~$5.4 million for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $8.7 million and $11.6 million for the six months ended June 30, 2020, and 2019,~~ respectively.

²Average net realized sales price per ton is a non-GAAP financial measure. More information about this non-GAAP financial measure is below under the heading "Non-GAAP Financial Measure."

Consolidated Results for the Three Months Ended ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~

Our total sales for the three months ended ~~June 30, 2020, decreased $16.1~~March 31, 2021 increased $7.5 million, or ~~26%~~12%, as compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Our potash sales ~~decreased $10.7~~increased $8.0 million, or ~~33%~~27%, during the ~~second~~first quarter of 2021 as compared to the first quarter of 2020, as compared to the second quarter of 2019. Our tons of potash sold decreased 22% in the second quarter of 2020, compared to the second quarter of 2019, as favorable weather resulted in an earlier spring application season in 2020, as compared to 2019. Additionally, we sold ~~fewer~~18% more tons of potash into the industrial market in the second quarter of 2020 compared to the second quarter of 2019. Our average net realized sales price per ton decreased 14% for the three months ended June 30, 2020, compared to the same period in 2019, as price decreases from both the 2019 summer-fill program and ~~the winter-fill program announced in January 2020 lowered overall price levels.~~

~~Our Trio~~^®sales decreased $1.5 million, or 8%, in the second quarter of 2020, as compared to the second quarter of 2019. The decrease was due to selling 10% fewer tons in the second quarter of 2020 compared to the second quarter of 2019, partially offset by a 6% increase in the average net realized sales price per ton during the second quarter of 2020, compared to the second quarter of 2019. As with our ~~potash sales, favorable spring weather in 2020 resulted in an earlier spring application season in 2020, as compared to 2019. Our~~ average net realized sales price per ton increased ~~slightly~~11% in the ~~second~~first quarter of 2021. We sold 25% more tons of potash into the agricultural market in the first quarter of 2021, compared to the first quarter of 2020, partially offset by selling fewer tons of potash into the industrial market. Increases in corn, soybean and wheat prices drove our increase in tons of potash sold into the agricultural market. The majority of our industrial potash sales are into oil and gas markets and correlate to drilling and completion activity, which were still negatively affected by containment actions taken to help reduce the spread of COVID-19. Our potash average net realized sales price per ton increased 11% due to multiple price increases announced in the fourth quarter of 2020 and another price increase announced in February 2021. We layered in first quarter sales tons at varying increased price levels as compared to the ~~second~~first quarter of ~~2019,~~2020.

Our Trio® sales increased $1.3 million, or 6%, in the first quarter of 2021, as compared to the first quarter of 2020, as our average net realized sales price per ton increased 21%, partially offset by a 9% decrease in tons sold. Our Trio® tons sold decreased in the first quarter of 2021, as compared to the first quarter of 2020, as we sold fewer tons ofinto international markets, due to our continued focus on the domestic Trio^®~~internationally in the second quarter of 2020, compared to the second quarter of 2019.~~market. Our Trio^®average net realized sales price ~~for~~per ton increased due to multiple price increases announced during the fourth quarter of 2020 and the first quarter of 2021, combined with a decrease in international sales ~~is less than our Trio~~^® ~~average~~which generally have a lower net realized sales price ~~for domestic sales, due to higher freight costs related to international sales.~~per ton.

Our water sales, excluding byproduct water sales, decreased ~~$2.2~~$3.3 million, or ~~52%~~50%, in the ~~second~~first quarter of 2021, compared to the first quarter of 2020. We continue to experience decreased demand for water when compared to the first quarter of 2020 as a result of the COVID-19 pandemic. Rig counts, oil pricing, and oilfield activity have increased from the summer of 2020 and we expect oilfield activity will improve as the year continues, although economic uncertainty and the potential for future restrictions enacted by state and local governments resulting from the COVID-19 pandemic make forecasting future drilling activities difficult.

Our byproduct sales increased $1.6 million in the first quarter of 2021, compared to the ~~second~~first quarter of 2019. Our water sales were negatively impacted by the COVID-19 pandemic as oil demand decreased significantly leading to decreased oil and gas activity, as discussed above. We expect our water sales will continue to be negatively impacted in the second half of 2020, due to ~~the continued economic effects of the COVID-19 pandemic.~~

~~Our byproduct sales decreased $1.2 million in the second quarter of 2020, compared to the second quarter of 2019, due to~~ a ~~$0.9 million decrease in byproduct water sales, an $0.8 million decrease in salt sales, a decrease of $0.3 million in byproduct brine water sales, partially offset by an $0.7~~$1.3 million increase in magnesium chloride ~~sales. Byproduct water~~sales and ~~byproduct brine water sales decreased due to the negative economic effects related to the COVID-19 pandemic. We expect~~a $0.3 million increase in byproduct water sales and byproduct brine water sales will continue to be negatively impacted in the second half of 2020, due to the continued economic effects of the COVID-19 pandemic. Byproduct salt sales decreased as salt availability improved in certain parts of the U.S. which reduced our geographic footprint for salt sales. Magnesium chloride sales ~~increased~~improved as we had more product to sell induring the ~~second~~first quarter of 2021, as compared to the first quarter of 2020, due to the above average evaporation during the summer of 2020. Byproduct water sales increased in the first quarter of 2021, compared to the ~~same~~first quarter ~~in 2019. Wet weather at~~of 2020, as a higher percentage of our ~~Wendover facility reduced our magnesium chloride production in 2019.~~total barrels of water sold was byproduct water.

Cost of Goods Sold

Our total cost of goods sold increased $4.6 million, or 11%, during the first quarter of 2021 compared to the first quarter of 2020. Our potash cost of goods sold increased by $5.0 million, or 22%, during the first quarter of 2021 compared to the first quarter of 2020, driven mainly by a 18% increase in potash tons sold. Our Trio® cost of goods sold decreased $1.3

Table of Contents

million, or 7%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, due mainly to a 9% decrease in Trio® tons sold. Our ~~total~~ cost of goods sold ~~decreased 5% during~~for the ~~second~~Oilfield Solutions Segment increased $0.9 million, or 29%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, as we had to purchase third-party water to meet the significant daily refresh rates for certain fracs on our South ranch. During the first quarter of 2021, we sold a majority of our water from water rights on our South ranch, while in the first quarter of 2020, ~~compared to the second quarter~~we sold a majority of ~~2019.~~our water from our Pecos and Caprock water rights. Our ~~potash~~water sales from our South ranch water rights generally carry a higher cost of goods sold ~~decreased by $3.6 million, or 17%, during the second quarter of 2020~~as compared to ~~the second quarter of 2019, mainly driven by a 22% decrease in potash tons sold. This decrease was partially offset by $1.6 million increase, or 13%, in~~sales from our ~~Trio~~^® ~~cost of goods sold. While Trio~~^® ~~tons sold during the second quarter of 2020, decreased 10% compared to the second quarter of 2019, we sold a higher percentage of premium Trio~~^® ~~tons in the second quarter of 2020, compared to the second quarter of 2019, which carry a higher per ton carrying cost than our other Trio~~^® ~~products.~~Pecos and Caprock water rights.

Gross Margin

During the ~~second~~first quarter of ~~2020,~~2021, we generated a gross ~~deficit~~margin of ~~$0.6~~$9.1 million compared to a gross margin of ~~$13.2~~$5.6 million during the ~~second quarter of 2019, driven by a decrease of 26% decrease in sales as discussed above. Additionally, during the second~~first quarter of 2020, ~~we recorded a $2.2 million lower of cost or net realizable value inventory adjustment~~ due to ~~declining potash and Trio~~^® ~~prices.~~ the factors discussed above.

Selling and Administrative Expense

During the ~~second~~first quarter of ~~2020,~~2021, our selling and administrative expenses ~~increased 5%~~decreased $0.8 million, or 12%, as compared to the ~~second~~first quarter ~~2019.~~of 2020. The ~~increase~~decrease was due mainly to increased legal costs ~~associated with protests over the validity of certain of our water rights and settlement of outstanding litigation.~~

~~Net Income~~

~~We generated a net loss of $8.9 million for the three months ended June 30, 2020, compared to net income of $5.6 million in the same period in 2019 due to the factors discussed above.~~

~~Consolidated Results for the Six Months Ended June 30, 2020, and 2019~~

Our total sales for the six months ended June 30, 2020, decreased $9.6 million or 8%, as compared to the six months ended June 30, 2019. Our potash sales during the first half of 2020 decreased $10.0 million compared to the first half of 2019. We sold 5% fewer tons of potash during the first half of 2020 compared to the first half of 2019, driven by selling fewer tons of potash into the industrial market. Our potash average net realized sales price per ton also decreased 13%incurred in the first ~~half~~quarter of 2020 ~~compared~~related to the first half of 2019. Price decreases from the both the 2019 summer-fill program and the winter-fill program announced in January 2020 lowered overall price levels. Also, potash tons sold into the industrial market generally earn a higher average net realized sales price per ton compared to potash tons sold into the agriculture markets.

~~Our Trio~~^® ~~sales increased $3.1 million or 8% during the first half of 2020 compared to the first half of 2019. We sold more tons of Trio~~^®~~during the first half of 2020 compared to the first half of 2019, while our Trio~~^®~~average net realized sales price per ton was flat. Our increase in Trio~~^® ~~tons sold was driven by increased domestic sales during the first half of 2020 compared to the first half of 2019.~~

Water sales increased $0.3 million, or 4%, in the first half of 2020 compared to the first half of 2019, due to the additional water rights acquired as part of Intrepid South in May 2019. However, as discussed above, our second quarter 2020 water sales were materially impacted by the COVID-19 pandemic as significant decreases in the demand for oil and the subsequent decreases in oil and gas activities reduced water demand. We expect a decrease in water sales will continue at least through the second half of 2020 as a result of the COVID-19 pandemic.

Our sales of other oilfield solution segment offerings, including caliche, brine water, right-of-way agreements, surface damages and easements, were flat in the first half of 2020, compared to the first half of 2019.

Our total byproduct sales decreased $2.9 million, or 25%, for the six months ended June 30, 2020, compared to the first six months of June 30, 2019. Our byproduct salt sales decreased $1.9 million, or 32%, in the first half of 2020 compared to the first half of 2019, as salt availability improved in certain regions of the country reducing our geographic footprint for salt sales. Our byproduct brine water sales decreased $0.5 million, or 38%, and our byproduct water sales decreased $0.3 million, or 12%, due to the COVID-19 pandemic, as discussed above.

~~Cost of Goods Sold~~

~~Our cost of goods sold increased $9.5 million, or 14%, during the first half of 2020 compared to the first half of 2019. Our Trio~~^® ~~cost of goods sold increased $8.0 million, or 34% during the first half of 2020, compared to the first half of 2019, as Trio~~^®~~sales volumes increased 10%. Also, in the first half of 2020, as compared to the first half of 2019, we reduced production of Trio~~^® tons by 22% in order to manage our inventory levels. Because a majority of our production costs are fixed, reductions in tons produced results in a higher per ton production cost. Finally, we sold a higher percentage of premium Trio^® ~~tons in the first half of 2020, compared to the first half of 2019, which carry a higher per ton carrying cost than our other Trio~~^® ~~products.~~

~~Table of Contents~~

Our potash cost of goods sold were virtually unchanged during the first half of 2020 compared to the first half of 2019, even though our potash tons sold decreased by 5%. Below average evaporation during the 2019 evaporation season at our potash facilities resulted in higher per ton cost of goods sold during the first half of 2020, as compared to the first half of 2019.

Our oilfield solutions cost of goods sold increased $0.2 million during the first half of 2020 compared to the first half of 2019, as water transfer and labor costs at Intrepid South increased $1.5 million, partially offset by a decrease of $1.3 million of intercompany purchases of potash from our potash segment that were used in our high-speed mixing service that were eliminated in consolidation because the cost of goods sold for those intercompany sales are included in the potash segment and the oilfield solutions segment. The increase in water transfer costs is due to the acquisition of Intrepid South in May 2019. During the first half of 2020, our oilfield solutions segment did not have any intercompany purchases of potash as we have not had any high-speed mixing sales in the first half of 2020, due to decreased oil demand as a result of the COVID-19 pandemic which led to decreased oil and gas activities.

~~Gross Margin~~

During the first half of 2020, we generated gross margin of $5.0 million compared to a gross margin of $26.3 million, driven by an 8% decrease in total sales coupled with an 14% increase in our total cost of goods sold, as discussed above. Additionally, during the first half of 2020, we recorded $2.8 million of lower of cost or net realizable value inventory adjustments due to declining potash and Trio^® ~~prices.~~Mosaic litigation.

Gain on Sale of an Asset

In March 2020, we sold approximately 320 acres of fee land from our Intrepid South property for $4.8 million and recognized a gain on the sale of the land of $4.7 million. The terms of the sale were highly restrictive and only allow the buyer to drill Acid Gas Injection (AGI) wells on the property to dispose of natural gas with high concentrations of hydrogen sulfide ~~(H2S)~~(H2S). No water rights were included in the land sale, we retained surface access, and we restricted the use of caliche located on the property to the acreage that was sold in order to prevent sales to third parties or decrease future sales to the buyer. ~~Our long-term~~Due to the strategic ~~operating plan for~~location of Intrepid South, ~~includes~~part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights, to ~~other companies,~~customers, where such sales provide a solution to a ~~company's needs.~~customer's operations in the oil and gas industry. We may have additional strategic sales of small parcels of land in the future.

Litigation Settlement

~~A settlement conference was held with Mosaic in late March~~In the first quarter of 2020, ~~related to ongoing litigation. Intrepid and Mosaic agreed to settle the matter and~~ we paid Mosaic an aggregate of $10 million to dismiss all claims against ~~us in this~~us. We did not incur any litigation ~~and~~settlement costs during the ~~matter is now closed. Please see further information in Part II, Item 1, "Legal Proceedings" contained in this Quarterly Report.~~first quarter of 2021.

~~Selling and Administrative~~Interest Expense

During the first ~~half~~quarter of ~~2020, selling and administrative expenses increased 9%~~2021, our interest expense decreased $0.4 million as compared to the first ~~half~~quarter of ~~2019. The increase was mainly~~2020 due to ~~increased legal costs associated with~~ the ~~settlement agreement with Mosaic as discussed above,~~retirement at maturity of our Series A Notes in April 2020 and ~~increased legal costs related to various protests against~~the early repayment of our ~~water rights.~~Series C Notes in July 2020.

Net Income

We generated net income of $2.5 million for the three months ended March 31, 2021, compared to a net loss of ~~$16.3 million for the six months ended June 30, 2020, compared to net income of $11.8~~$7.4 million in the same period in ~~2019,~~2020, due to the factors discussed above.

2827

Table of Contents

Potash Segment


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(in thousands, except per ton amounts)	(in thousands, except per ton amounts)	2020		2019		2020		2019		(in thousands, except per ton amounts)	2021		2020
Sales¹	Sales¹	$	24,526	$	35,547	$	58,317	$	69,877	Sales1	$	43,578	$	33,791
Less: Freight costs	Less: Freight costs	3,286		4,742		8,727		9,382		Less: Freight costs	5,700		5,441
Warehousing and handling costs	Warehousing and handling costs	1,204		1,319		2,500		2,586		Warehousing and handling costs	1,456		1,296
Cost of goods sold	Cost of goods sold	17,650		21,258		40,370		40,317		Cost of goods sold	27,749		22,720
Lower of cost or net realizable value inventory adjustments		371		—		371		—

Gross Margin	Gross Margin	$	2,015	$	8,228	$	6,349	$	17,592	Gross Margin	$	8,673	$	4,334
Depreciation, depletion, and amortization incurred²	Depreciation, depletion, and amortization incurred²	$	5,742	$	6,120	$	13,054	$	12,915	Depreciation, depletion, and amortization incurred2	$	7,178	$	7,312

Potash sales volumes (in tons)	Potash sales volumes (in tons)	74		95		173		183		Potash sales volumes (in tons)	117		99
Potash production volumes (in tons)	Potash production volumes (in tons)	4		56		140		167		Potash production volumes (in tons)	113		137

Average potash net realized sales price per ton³	Average potash net realized sales price per ton³	$	256	$	299	$	256	$	294	Average potash net realized sales price per ton3	$	282	$	255

¹Sales include sales of byproducts which were ~~$3.0~~$5.8 million and ~~$3.5~~$4.0 million for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $7.0 million and $9.3 million for the six months ended June 30, 2020, and 2019,~~ respectively.

²Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.

³Average net realized per ton sales price per ton is a non-GAAP financial measure. More information about this measure is below under the heading "Non-GAAP Financial Measure."

Three Months Ended ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~

Potash segment sales in the ~~second~~first quarter of ~~2020 decreased~~2021 increased compared to the same period in ~~2019,~~2020, due to ~~a 22% decrease~~an 18% increase in sales volume, ~~and a 14% decrease~~an 11% increase in our average net realized sales price per ton and a ~~$0.6~~$1.8 million ~~decrease~~increase in byproduct sales. Agricultural sales volumes ~~decreased in the second quarter of 2020 compared to the second quarter of 2019, due to good weather~~increased in the first quarter of 2021 compared to the first quarter of 2020, ~~which pushed the delivery of product to earlier in the year. We also sold fewer tons into the industrial market.~~as good weather and strong commodity prices spurred very strong early season demand for fertilizer. Our industrial potash sales were negatively impacted by the COVID-19 pandemic ~~as oil demand decreased significantly leading to decreased~~and the resulting decrease in oil and gas activity. Average net realized sales price per ton was ~~lower~~higher due to price ~~decreases~~increases announced in the summer of 2019 and under the winter-fill program announced in January 2020 and due to lower industrial sales volume. Above average evaporation in Wendover in the first half of 2020 allowed us to begin normal production and sales rates for magnesium chloride in June which offset a decrease in byproduct water, salt, and brine sales. Salt sales decreased compared to 2019 as salt availability improved in certain regions of the country in the secondfourth quarter of 2020 and the first quarter of 2021. Magnesium chloride sales improved $1.3 million compared to the first quarter of 2020 as good evaporation during the summer of 2020 improved product availability compared to the prior year in which production was significantly reduced ~~our sales footprint.~~due to wet weather during the 2019 evaporation season.

Potash segment freight expense ~~decreased $1.4~~increased $0.3 million, or ~~31%~~5%, in the ~~second~~first quarter of ~~2020,~~2021, compared to the ~~second~~first quarter of ~~2019~~2020 as a result of ~~decreased~~increased sales volume of potash. Our freight expense is impacted by the geographic distribution of our potash and byproduct sales and by the proportion of customers arranging for and paying their own freight costs.

Our potash segment cost of goods sold ~~decreased 17%~~increased 22% in the ~~second~~first quarter of ~~2020,~~2021, compared to the same period in ~~2019,~~2020, due to ~~a 22% decrease~~an 18% increase in potash sales ~~volume offset by higher per ton production costs across our facilities as a result of the below average evaporation in 2019.~~volume.

Potash production decreased ~~93%~~18% compared to the ~~second~~first quarter of ~~2019~~2020 due to lower brine grade at our HB facility and reduced run days at our Moab plant as we ~~finished the spring~~increased salt production ~~season earlier than the previous year due~~ to ~~reduced pond inventory as a result of lower evaporation rates in the summer of 2019.~~meet first quarter demand.

Our potash segment gross margin ~~decreased $6.2~~increased $4.3 million in the ~~second~~first quarter of ~~2020,~~2021, compared to the same period in ~~2019,~~2020, due to the ~~decrease in average net realized sales price per ton, increased per ton production costs, decreased potash sales volumes, and a decrease in byproduct sales.~~

~~Table of Contents~~

~~Six Months Ended June 30, 2020, and 2019~~

Potash segment sales for the six months ended June 30, 2020 decreased compared to the same period in 2019, due to a 5% decrease in sales volume, a 13% decrease in our average net realized sales price per ton, and a $2.4 million decrease in byproduct sales. Industrial sales volume decreased 71% as our industrial potash sales were negatively impacted by the COVID-19 pandemic as oil demand decreased significantly leading to decreased oil and gas activity. Historically, our industrial potash sales carried a higher average net realized sales price per ton, and the decrease in industrial potash sales negatively impacted our overall potash average net realized sales price per ton. Agricultural volumes were similar to prior year and feed sales were up 26%. Average net realized sales price per ton was lower due to price decreases announced in the summer of 2019 and under the winter-fill program announced in January 2020 and due to lower industrial sales volume. Byproduct sales decreased as reduced oil and gas activity resulted in decreased byproduct water and brine sales. Salt sales decreased compared to 2019 as salt availability improved in certain regions of the country in the second quarter of 2020 which reduced our sales footprint.

Potash segment freight expense decreased $0.7 million, or 7%, in the first six months of 2020, compared to the first six months of 2019 as a result of decreased sales volume of potash. Our freight expense is impacted by the geographic distribution of our potash and byproduct sales and by the proportion of customers arranging for and paying their own freight costs.

Our potash segment cost of goods sold were similar to the prior year as reduced sales volume was offset by higher per ton production costs across our facilities as a result of the below average evaporation in 2019.

~~Potash production decreased 16% in the first six months of 2020 compared to the first six months of 2019 due to reduced evaporation during the 2019 evaporation season.~~

Our potash segment gross margin decreased $11.2 million in the first six months of 2020, compared to the same period in 2019, due to the decrease in average net realized sales price per ton, increased per ton production costs, decreased potash sales volumes, and a decrease in byproduct sales.

factors discussed above.

Additional Information Relating to Potash

The table below shows our potash sales mix for the three and ~~six~~nine months ended ~~June 30, 2020,~~March 31, 2021, and ~~2019:~~2020:


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
		2020	2019	2020	2019		2021	2020
Agricultural	Agricultural	78%	76%	80%	74%	Agricultural	86%	81%
Industrial	Industrial	3%	12%	4%	14%	Industrial	2%	5%
Feed	Feed	19%	12%	16%	12%	Feed	12%	14%

3028

Table of Contents

Trio^®Segment


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(in thousands, except per ton amounts)	(in thousands, except per ton amounts)	2020		2019		2020		2019		(in thousands, except per ton amounts)	2021		2020
Sales¹	Sales¹	$	19,251	$	21,435	$	41,832	$	39,245	Sales1	$	23,694	$	22,581
Less: Freight costs	Less: Freight costs	5,523		6,471		12,071		11,506		Less: Freight costs	6,440		6,548
Warehousing and handling costs	Warehousing and handling costs	861		911		2,469		1,880		Warehousing and handling costs	1,176		1,608
Cost of goods sold	Cost of goods sold	14,222		12,599		31,652		23,673		Cost of goods sold	16,148		17,430
Lower of cost or net realizable value inventory adjustments	Lower of cost or net realizable value inventory adjustments	1,870		—		2,420		—		Lower of cost or net realizable value inventory adjustments	—		550

Gross (Deficit) Margin	Gross (Deficit) Margin	$	(3,225)	$	1,454	$	(6,780)	$	2,186	Gross (Deficit) Margin	$	(70)	$	(3,555)
Depreciation, depletion, and amortization incurred²	Depreciation, depletion, and amortization incurred²	$	1,516	$	1,520	$	3,025	$	3,078	Depreciation, depletion, and amortization incurred2	$	1,507	$	1,508

Sales volumes (in tons)	Sales volumes (in tons)	64		71		140		127		Sales volumes (in tons)	69		76
Production volumes (in tons)	Production volumes (in tons)	50		66		100		129		Production volumes (in tons)	56		50

Average Trio^®net realized sales price per ton³	Average Trio^®net realized sales price per ton³	$	208	$	196	$	200	$	200	Average Trio® net realized sales price per ton3	$	233	$	193

¹Sales include sales of byproducts which were ~~$0.4~~$1.2 million and ~~$1.1~~$1.4 million for the three months ended ~~June 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $1.8 million and $2.3 million for the six months ended June 30, 2020, and 2019,~~ respectively.

²Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.

³Average net realized per ton sales price per ton is a non-GAAP financial measure. More information about this measure, is below under the heading "Non-GAAP Financial Measure."

Three Months Ended ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~

Trio^® segment sales ~~decreased 10%~~increased 5% for the three months ended ~~June 30, 2020,~~March 31, 2021, as compared to the same period in ~~2019.~~2020. The ~~decrease~~increase was primarily due to a ~~10% decrease~~21% increase in ~~Trio~~^® ~~tons sold, while increased~~ average net realized sales price ~~was offset by reduced byproduct sales of water and salt. Record domestic sales volume in the second quarter of 2020 was more than~~per ton, partially offset by a 9% decrease in ~~international sales volume. International~~ Trio^®~~sales~~ tons sold. Sales volumes decreased ~~89% in the second quarter of 2020 compared~~as we continued to ~~the second quarter of 2019, due to our increased~~sell fewer tons into international markets as we focus on the higher priced domestic ~~shipments and variability in the timing of shipments to international customers. Our international Trio~~^®~~sales were also negatively impacted as our international Trio~~^®~~warehouse was closed for a part of the second quarter due to the COVID-19 pandemic.~~market. Our Trio^®average net realized sales price per ton increased 6%due to higher pricing announced during the ~~second~~fourth quarter of 2020 asand the first quarter of 2021 and a decrease in international sales which generally have a lower net realized sales price per ton.

Trio® freight costs decreased 2% in the first quarter of 2021, compared to the ~~second~~first quarter of ~~2019 due primarily to a higher percentage of domestic sales.~~

~~Trio~~^®~~freight costs decreased 15% in the second quarter of~~ 2020, ~~compared to the second quarter of 2019,~~ due to the decrease in total sales ~~volumes and a reduction in international shipments.~~volumes. Our freight expense is impacted by the geographic distribution of our Trio^® sales and by the proportion of customers arranging for and paying their own freight costs.

Our Trio^®cost of goods sold ~~increased 13%~~decreased 7% in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared~~due mainly to a 9% decrease in sales volumes.

In the ~~second quarter of 2019. During the second~~first quarter of 2020, we experienced increased losses in our pelletization process and we reduced our fine langbeinite recovery levels to manage inventory levels, both which led to higher per-ton carrying costs. Also, in the second quarter of 2019, a higher percentage of our tons sold had been written down in prior quarters through lower of cost or net realizable value adjustments which resulted in lower per ton costs of product sold.

We recorded a ~~$1.9~~$0.6 million lower of cost or net realizable value of inventory ~~adjustment in the second quarter of 2020~~adjustments due to ~~the summer-fill~~reduced production rates that increased our per-ton cost of production combined with lower overall price ~~announced by our competitor in June 2020 which lowered the list price on Trio~~^® ~~by $15-$20 per ton. We expect to sell at these reduced prices through at least the third quarter of 2020.~~levels.

Our Trio^® production volume ~~decreased 24%~~increased 12% in the ~~second~~first quarter of 2021, compared to the first quarter of 2020, ~~compared to the second quarter of 2019,~~ as we ~~used fewer~~converted more tons of work-in-process inventory to ~~convert to~~ premium Trio^®~~, we decreased our fine langbeinite recovery to control inventory levels, and we experienced increased losses in our pelletization process.~~.

Our Trio^®segment generated a ~~gross deficit of $3.2 million in the second quarter of 2020, compared to a~~negative gross margin of ~~$1.5 million in the second quarter of 2019, due to the factors discussed above.~~

~~Table of Contents~~

~~Six Months Ended June 30, 2020, and 2019~~

~~Trio~~^® ~~segment sales increased 7% for the six months ended June 30, 2020, as compared to the same period in 2019. The increase was primarily due to a 10% increase in Trio~~^® tons sold, offset partially by reduced byproduct sales of water and salt. Increased sales volume was a result of strong domestic sales offset by a slight decrease in international sales volume. Our Trio^®average net realized sales price per ton was the same as the prior period as lower domestic pricing was offset by reduced international shipments and higher international average net realized sales prices as we focused on higher-priced export markets.

~~Trio~~^®freight costs increased 5% in the first six months of 2020, compared to the first six months of 2019, due to the increase in total sales volumes, offset by fewer international shipments. Our freight expense is impacted by the geographic distribution of our Trio^® ~~sales and by the proportion of customers arranging for and paying their own freight costs.~~

~~Our Trio~~^®cost of goods sold increased 34% in the first six months of 2020, compared to the first six months of 2019. During the first six months of 2020, sales volume increased 10% and we sold a higher percentage of premium Trio^® ~~which carries a higher per-ton cost than other Trio~~^® products. We also experienced increased losses in our pelletization process and we reduced our fine langbeinite recovery levels in the second quarter of 2020 to manage inventory levels, both which led to higher per-ton carrying costs. Also, in the first six months of 2019, a higher percentage of our tons sold had been written down in prior quarters through lower of cost or net realizable value adjustments which resulted in lower per ton costs of product sold.

We recorded a $2.4 million lower of cost or net realizable value inventory adjustment in the first six months of 2020, primarily due to the summer-fill price announced by our competitor in June 2020 which lowered the list price on Trio^® ~~by $15-$20 per ton. We expect to sell at these reduced prices through at least the third quarter of 2020.~~

~~Our Trio~~^® ~~production volume decreased 22% compared to the first six months of 2019, as we used fewer tons of work-in-process inventory to convert to premium Trio~~^®~~, we decreased our fine langbeinite recovery in the second quarter to control inventory levels, and we experienced increased losses in our pelletization process.~~

~~Our Trio~~^®~~segment generated a gross deficit of $6.8~~$0.1 million in the first ~~six months~~quarter of ~~2020,~~2021, compared to a negative gross margin of ~~$2.2~~$3.6 million in the first ~~six months~~quarter of ~~2019,~~2020, due to the factors discussed above.

Additional Information Relating to Trio^®

The percentage of Trio^® tons sold into the export market decreased during the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, compared to the same period in ~~2019,~~2020, due to our increased focus on domestic shipments and variability in the timing of shipments to international customers.

United States Export
For the Three Months Ended June 30, 2020 97% 3%
For the Six Months Ended June 30, 2020 83% 17%
For the Three Months Ended June 30, 2019 75% 25%
For the Six Months Ended June 30, 2019 74% 26%


	United States	Export
For the Three Months Ended March 31 2021	94%	6%
For the Three Months Ended March 31, 2020	70%	30%

~~Oilfield Solutions Segment~~

Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2020 2019 2020 2019
Sales $ 2,747 $ 5,641 $ 10,488 $ 12,263
Less: Freight costs — 80 — 861
Cost of goods sold 2,136 2,072 5,033 4,841
Gross Margin $ 611 $ 3,489 $ 5,455 $ 6,561
Depreciation, depletion, and amortization incurred $ 657 $ 232 $ 1,289 $ 423

~~Three Months Ended June 30, 2020, and 2019~~

Our oilfield solutions segment sales decreased $2.9 million in the second quarter of 2020, compared to the same period in 2019, mainly due to a $2.2 million decrease in water sales and a $0.7 million decrease in sales of other oilfield products and services. Our oilfield solutions water sales decreased as the COVID-19 pandemic pressured oil prices and reduced oil and gas

Table of Contents

Oilfield Solutions Segment


	Three Months Ended March 31,
(in thousands)	2021		2020
Sales	$	4,253	$	7,741


Cost of goods sold	3,748		2,897


Gross Margin	$	505	$	4,844
Depreciation, depletion, and amortization incurred	$	688	$	632

Three Months Ended March 31, 2021, and 2020

~~completion activity. We expect~~ Our oilfield solutions segment sales decreased $3.5 million in the first quarter of 2021, compared to the same period in 2020, mainly due to a $3.3 million decrease in water sales. Our oilfield solutions water sales and sales of other oilfield products and services decreased as the COVID-19 pandemic ~~and related global economic conditions will reduce sales of water and other~~reduced oilfield ~~products in the second half of 2020.~~activity from year-ago levels. Water that we sell that was used in the production of potash and Trio^® is accounted for as byproduct water sales in the potash or Trio^®segments.

Cost of goods sold increased 3%29%, or ~~$0.1~~$0.9 million ~~as reduced water transfer expense was offset by~~for the ~~addition of water and real property assets at Intrepid South in May 2019 which increased depreciation expense~~three months ended March 31, 2021, compared to the ~~prior year.~~three months ended March 31, 2020, primarily a result of increased third-party water purchases to meet the significant daily refresh rates for certain fracs on our South ranch. During the first quarter of 2021, we sold a majority of our water from water rights on our South ranch, while in the first quarter of 2020 we sold a majority of our water from our Pecos and Caprock water rights. Our water sales from our South ranch water rights generally carry a higher cost of goods sold as compared to sales from our Pecos and Caprock water rights.

Gross margin for the three months ended March 31, 2021, decreased ~~$2.9~~$4.3 million compared to the prior year, due to the factors discussed above.

~~Six Months Ended June 30, 2020, and 2019~~

Our oilfield solutions segment sales decreased $1.8 million in the first six months of 2020, compared to the same period in 2019, mainly due to a $2.0 million decrease in potash used in our high-speed mixing service. Sales of water and oilfield related products and services were similar to the prior year as a strong first quarter of 2020 was offset by reduced sales in the second quarter due to the COVID-19 pandemic. Water that we sell that was used in the production of potash and Trio^® ~~is accounted for as byproduct water sales in the potash or Trio~~^®~~segments.~~

Cost of goods sold increased 4%, or $0.2 million, as reduced expense related to our high-speed mixing service was offset by increased water transfer expense and the addition of water and real property assets at Intrepid South in May 2019 which increased depreciation expense compared to the prior year.

~~Gross margin decreased $1.1 million compared to the prior year, due to the factors discussed above.~~

In March 2020, we sold approximately 320 acres of fee land from our Intrepid South property for $4.8 million and recognized a gain on the sale of the land of $4.7 million. The terms of the sale were highly restrictive and only allow the buyer to drill Acid Gas Injection (AGI) wells on the property to dispose of natural gas with high concentrations of hydrogen sulfide (H2S). No water rights were included in the land sale, we retained surface access, and we restricted the use of caliche located on the property to the acreage that was sold in order to prevent sales to third parties or decrease future sales to this customer. Our long-term strategic operating plan for Intrepid South includes selling small parcels of land to other companies, where such sales provide a solution to a company's needs. We anticipate we will continue to have additional strategic sales of small parcels of land in the future.

Specific Factors Affecting Our Results

Sales

Our gross sales are derived from the sales of potash, Trio^®, water, salt, magnesium chloride, brine water and various other products and services offered to oil and gas producers. Total sales are determined by the quantities of product we sell and the sales prices we realize. For potash, Trio^®and salt, we quote prices to customers both on a delivered basis and on the basis of pick-up at our plants and warehouses. Freight costs are incurred on most of our potash, Trio^®and salt sales, but some customers arrange and pay for their own freight directly. When we arrange and pay for freight, our quotes and billings are based on expected freight costs to the points of delivery. When we calculate our potash and Trio^®average net realized sales price per ton, we deduct any freight costs included in sales before dividing by the number of tons sold. We believe the deduction of freight costs provides a more representative measure of our performance in the market due to variations caused by ongoing changes in the proportion of customers paying for their own freight, the geographic distribution of our products, and freight rates. Freight rates have been increasing, and if we are unable to pass the increased freight costs on to the customer, our average net realized sales price per ton is negatively affected. We manage our sales and marketing operations centrally and we work to achieve the highest average net realized sales price per ton we can by evaluating the product needs of our customers and associated logistics and then determining which of our production facilities can best satisfy these needs.

The volume of product we sell is determined by demand for our products and by our production capabilities. We operate our potash and Trio^® facilities at production levels that approximate expected demand and take into account current inventory levels and expect to continue to do so for the foreseeable future.

Our water sales and other products and services offered through our oilfield solutions segment are driven by demand from oil and gas exploration companies drilling in the Permian Basin. As such, demand for our water is generally stronger during a cyclical expansion of oil and gas drilling. Likewise, a cyclical contraction of oil and gas drilling may decrease demand for our water and the other products and services offered through our oilfield solutions segment. The COVID-19 pandemic has caused an unprecedented decrease in the demand for oil, resulting in lower prices and significant decreases in oil and gas activity, and our total water sales, including byproduct water sales, decreased ~~55%~~35% in the ~~second~~first quarter of ~~2020~~2021 compared to the ~~second~~first quarter of ~~2019. We~~2020. Rig counts, oil pricing, and oilfield activity have increased from the summer of 2020 and we expect ~~our water sales~~oilfield activity will improve as the year continues, although economic uncertainty and ~~sales of other products~~the potential for future restrictions enacted by state and ~~services offered through our~~local governments resulting from the COVID-19 pandemic may negatively impact oilfield activity.

3330

Table of Contents

~~solutions segment will continue to be negatively impacted through at least the second half of 2020, due to the continued economic effects of the COVID-19 pandemic.~~

Cost of Goods Sold

Our cost of goods sold reflects the costs to produce our products. Many of our production costs are largely fixed and, consequently, our cost of sales per ton on a facility-by-facility basis tends to move inversely with the number of tons we produce, within the context of normal production levels. Our principal production costs include labor and employee benefits, maintenance materials, contract labor, and materials for operating or maintenance projects, natural gas, electricity, operating supplies, chemicals, depreciation and depletion, royalties, and leasing costs. There are elements of our cost structure associated with contract labor, consumable operating supplies, reagents, and royalties that are variable, which make up a smaller component of our cost base. Our costs often vary from period to period based on the fluctuation of inventory, sales, and production levels at our facilities.

Our production costs per ton are also impacted when our production levels change, due to factors such as changes in the grade of ore delivered to the plant, levels of mine development, plant operating performance, and downtime. We expect that our labor and contract labor costs in Carlsbad, New Mexico, will continue to be influenced most directly by the demand for labor in the local region where we compete for labor with another fertilizer company, companies in the oil and gas industry, and a nuclear waste processing and storage facility.

We pay royalties to federal, state, and private lessors under our mineral leases. These payments typically equal a percentage of sales (less freight) of minerals extracted and sold under the applicable lease. In some cases, federal royalties for potash are paid on a sliding scale that vary with the grade of ore extracted. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021, and 2020, our average royalty rate was ~~4.4%. For the three and six months ended June 30, 2019, our average royalty rate was 4.3%~~4.9% and 4.4%, respectively.

Income Taxes

We are subject to federal and state income taxes on our taxable income. Our effective tax rate for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ was ~~0%.~~zero percent. Our effective tax rate differed from the statutory rate during each period primarily due to the valuation allowance established to offset our deferred tax assets.

Our federal and state income tax returns are subject to examination by federal and state tax authorities.

For the three ~~and six~~ months ended ~~June 30, 2020 we incurred no income tax expense. For the three months ended June 30, 2019,~~March 31, 2021 we incurred no income tax expense and for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020 we recognized an immaterial amount of income tax benefit.

We evaluate our deferred tax assets and liabilities each reporting period using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized. The estimated statutory income tax rates that are applied to our current and deferred income tax calculations are impacted most significantly by the states in which we conduct business. Changing business conditions for normal business transactions and operations, as well as changes to state tax rate and apportionment laws, potentially alter our apportionment of income among the states for income tax purposes. These changes in apportionment laws result in changes in the calculation of our current and deferred income taxes, including the valuation of our deferred tax assets and liabilities. The effects of any such changes are recorded in the period of the adjustment. These adjustments can increase or decrease the net deferred tax asset on our condensed consolidated balance sheet. However, any resulting impact to the deferred tax benefit or deferred tax expense would be offset by a corresponding adjustment to the valuation allowance and would have no income statement ~~effect~~effect.

As of ~~June 30, 2020,~~March 31, 2021, we were in a near break-even cumulative three-year income position. Additionally, general uncertainty in the business markets we operate makes it difficult to forecast sustained amounts of future income. These circumstances are significant negative evidence when evaluating the realizability of our deferred tax assets. This negative evidence continues to outweigh the positive evidence of profitability in 2018, and 2019, thereby requiring us to maintain the full valuation allowance as of ~~June 30, 2020.~~March 31, 2021. However, we continue to evaluate the need to maintain the valuation allowance against the deferred tax assets and to the extent positive evidence trends continue and our future long-term forecasts show sustained profitability, our conclusion regarding the need to maintain a full valuation allowance could change.

3431

Table of Contents

Capital Investments

During the first ~~six~~three months of ~~2020,~~2021, cash paid for property, plant, equipment, mineral properties, intangible and other assets was ~~$10.6~~$2.4 million. In

We expect to make capital investments in 2021 of $25 million to $35 million, although the second quarter of 2020, we invested $3.5 million for an 11% equity stake in W.D. Von Gonten Laboratories ("WDVGL"). WDVGL is an industry leader in drilling and completion chemistry and a strong supporter of the use of potassium chloride in oil and gas drilling and completion activity.

~~Given recent economic uncertainty as a result~~trajectory of the COVID-19 pandemic ~~particularly~~and the recent volatility in oil and gas markets ~~near our operations, we continue~~make this number difficult to ~~limit our 2020 capital program and expect~~estimate. We anticipate spending approximately $12 million to ~~spend between~~ $15 million ~~and $20 million~~ on sustaining capital projects in 2021, with the remainder of our estimated spending on opportunity projects. We have significant discretion over our opportunity capital investments in ~~2020, excluding~~2021 and we may adjust our investment plans as our expectations for 2021, particularly those expectations affected by the ~~equity investment discussed above.~~COVID-19 pandemic, change. We anticipate our ~~remaining 2020~~2021 operating plans and capital programs will be funded out of operating cash flows and existing cash. We may also use our revolving credit facility, to the extent available, to fund capital investments.

Liquidity and Capital Resources

As of ~~June 30, 2020,~~March 31, 2021, we had cash of ~~$34.6~~$36.0 million, compared with cash of ~~$20.6~~$19.5 million at December 31, ~~2019.~~2020. In April 2020, we made a $20 million principal payment due on our Series A Notes. In July 2020, we reached an agreement with our noteholders to repay our Series C on July 17, 2020. As part of the agreement, we repaid the full $15 million of principal along with a reduced make-whole payment of $1.9 million. Also, in April 2020, we applied for and received a $10 million loan under the CARES Act Paycheck Protection Program (the "PPP"). The loan matures on April 18, 2022 and bears interest at a rate of 1% per annum. ~~Beginning November 2020, we are~~We were required to ~~make~~begin monthly payments of principal and interest in the amount of $0.6 ~~million.~~million in November 2020, but due to extensions of the program and delays in the forgiveness application process, we do not expect to make any payments on the loan until a decision is made on our forgiveness application. We may prepay the loan at any time prior to maturity with no prepayment penalties. We ~~plan to use~~used the funds exclusively for allowed payroll, benefits and ~~benefits~~other expenses and expect the majority of the loan, if not all, will be forgiven. During the second quarter of 2020, the program was amended to allow borrowers to choose either an eight-week or 24-week period to use the funds. We elected to use the 24-week period, which ~~will end~~ended in ~~early October.~~October 2020. The amount eligible for forgiveness is based on the amount of loan proceeds used by us (during the 24-week period after the lender makes the first disbursement of loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), subject to certain limitations and reductions in accordance with the CARES Act. We submitted our application for forgiveness of the full $10 million loan in November 2020. No assurance can be given that we will obtain forgiveness of the loan in whole or in part. In addition, as a borrower that received over $2.0 million, we expect to be subject to an audit to review our eligibility under the PPP. The timing and scope of the audit remains unclear and as a result we are not able to forecast when we can expect a decision on loan forgiveness. We do not expect the audit will impact our eligibility for forgiveness under the PPP. The loan contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender or breaching the terms of the loan documents.

During the second quarter, we paid $10 million to Mosaic to settle its lawsuit against us. The settlement dismisses all current and any future claims by Mosaic related to this matter against us. This matter is now closed.

Our operations have primarily been funded from cash on hand, cash generated by operations, borrowing under our revolving credit facility, and proceeds from debt and equity offerings. We continue to monitor our future sources and uses of cash and anticipate that we will adjust our capital allocation strategies when, and if, determined by our Board of Directors. We may, at any time we deem conditions favorable, attempt to improve our liquidity position by accessing debt or equity markets in accordance with our existing debt agreements. We also may raise capital in the future through the issuance of additional equity or debt securities, subject to prevailing market conditions. However, there is no assurance that we will be able to successfully raise additional capital on acceptable terms or at all. With the remaining availability under our credit facility, the proceeds of our loan pursuant of the Paycheck Protection Program under the CARES Act and with expected cash generated from operations, we believe we have sufficient liquidity to meet our obligations for the next twelve months.

The following summarizes our cash flow activity for the ~~six~~three months ended ~~June 30,~~March 31, 2021, and 2020 ~~and 2019~~ (in thousands):


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows provided by operating activities	Cash flows provided by operating activities	$	23,548	$	31,738	Cash flows provided by operating activities	$	19,109	$	14,771
Cash flows used in investing activities	Cash flows used in investing activities	$	(9,359)	$	(69,030)	Cash flows used in investing activities	$	(2,313)	$	(924)
Cash flows (used in) provided by financing activities	Cash flows (used in) provided by financing activities	$	(210)	$	19,731	Cash flows (used in) provided by financing activities	$	(292)	$	9,951

Operating Activities

Total cash provided by operating activities through March 31, 2021, was $19.1 million, an increase of $4.3 million compared with the first three months of 2020 due to increased potash and Trio® sales.

3532

Table of Contents

~~Operating Activities~~

Total cash provided by operating activities through June 30, 2020, was $23.5 million, a decrease of $8.2 million compared with the first six months of 2019. The decrease was mainly driven by the litigation settlement paid in May 2020.

Investing Activities

Total cash used in investing activities ~~decreased~~increased by ~~$59.7~~$1.4 million in the first ~~six~~three months of ~~2020,~~2021, compared with the same period in ~~2019 due to the Intrepid South acquisition in 2019. Other additions to property, plant, equipment, and mineral properties increased $0.9~~2020. Cash used for capital investments decreased by $3.3 million compared to the first ~~six months~~quarter of 2020 as we continue to prudently manager cash flow in ~~2019.~~light of economic uncertainty caused by the COVID-19 pandemic. The first quarter of 2020 also benefited from $4.8 million in proceeds from a land sale from our Intrepid South ranch.

Financing Activities

Total cash used in financing activities increased by ~~$19.9~~$10.2 million ~~in the first six months of 2020, compared with the same period in 2019 primarily due to $20.0 million paid to retire our Series A senior notes at maturity. During the six months ended June 30, 2020,~~as we ~~borrowed an~~did not make any additional ~~$10 million under our credit facility and received $10 million under the CARES Act Paycheck Protection Program. During the six months ended June 30, 2019, we made net~~ borrowings under our credit facility during the first quarter of ~~$20 million.~~2021, as compared to $10 million in additional borrowings under our credit facility during the first quarter of 2020.

We routinely review the creditworthiness of our customers and make decisions to limit our exposure whenever possible. During the quarter we saw an increase in delinquency from our smaller customers that purchase water and brine at our truck stations as the COVID-19 pandemic has dramatically decreased opportunities for those customers near our operations. Our larger customers, who take delivery of water via pipeline or directly from our storage ponds or points of diversion are generally well-capitalized and we have not seen a change in the timing of those receivables. The COVID-19 pandemic has not resulted in any change to the timing of receivables from our potash and Trio^® customers. While we continue to monitor the creditworthiness of our customers and have made adjustments to reflect the increased uncertainty in specific markets, we don't believe this will have a material effect on our business.

Senior Notes

—As of ~~June 30, 2020,~~March 31, 2021, we had outstanding ~~$30 million of senior notes (the "Notes") consisting of the following series:~~

•~~$15 million of Senior Notes, Series B, due April 14, 2023~~

•~~$15 million of Senior Notes, Series C, due April 16, 2025~~

On April 16, 2020, we repaid our Series A Senior Notes ($20 million) at maturity. In July 2020, we reached an agreement with our noteholders to repay our Series C notes on July 17, 2020. As part of the agreement, we repaid the full $15 million of ~~principal along with a reduced make-whole payment of $1.9 million.~~Series B Senior Notes, due on April 14, 2023.

The agreement governing the Series B Senior Notes contains certain financial covenants, including the following:

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the Series B Senior Notes, each of which includes earnings before interest, taxes, depreciation and amortization ("EBITDA") as a component. As of March 31, 2021, we were in compliance with all applicable covenants under the Series B Senior Notes.

For ~~both~~ the ~~six-month period~~three months ended ~~June 30, 2020,~~March 31, 2021, and the ~~six-month period~~three months ended ~~June 30, 2019,~~March 31, 2020, the interest rates on the Series B Notes ~~were 3.73% for~~was 4.63%. This rate represents the ~~Series A Notes, 4.63% for~~lowest interest rate available under the Series B ~~Notes and 4.78% for the Series C Notes. These rates represent the lowest interest rates available under the~~Senior Notes. The interest ~~rates~~rate may adjust upward if we do not continue to meet certain financial covenants.

We have granted to the collateral agent for the noteholders a first lien on substantially all of our non-current assets and a second lien on substantially all of our current assets. We are required to offer to prepay the Series B Senior Notes with the proceeds of dispositions of certain specified property and with the proceeds of certain equity issuances, as set forth in the agreement governing the Series B Senior Notes. The obligations under the Notes are unconditionally guaranteed by several of our subsidiaries.

In April 2020, we amended the agreement governing the Notes to allow for a $10 million loan under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), as described further below.

~~Table of Contents~~

~~We were in compliance with the applicable covenants under the agreement governing the Notes as of June 30, 2020.~~

Our outstanding long-term debt, net, as of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, was as follows (in thousands):


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Notes and Payroll Protection Loan	Notes and Payroll Protection Loan	$	40,000	$	50,000	Notes and Payroll Protection Loan	$	24,978	$	25,000
Less current portion of long-term debt	Less current portion of long-term debt	(24,872)		(20,000)		Less current portion of long-term debt	(10,000)		(10,000)
Less deferred financing costs	Less deferred financing costs	(219)		(247)		Less deferred financing costs	(66)		(74)
Long-term debt, net	Long-term debt, net	$	14,909	$	29,753	Long-term debt, net	$	14,912	$	14,926

Credit Facility—We maintain a revolving credit facility with Bank of Montreal. ~~In August 2019, we amended the credit facility to change it from an asset-backed facility to a cash-flow facility, to increase the amount available~~As of March 31, 2021, borrowings under the ~~facility from $50 million to $75 million plus an additional $75 million accordion, and to extend the maturity date to August 1, 2024.~~

~~Borrowings under the amended~~ credit facility bear interest at LIBOR (London Interbank Offered Rate) plus an applicable margin of 1.25% to 2.00% per annum, based on ~~average availability under~~our leverage ratio as calculated in accordance with the agreement governing the credit facility. We have granted to Bank of Montreal a first lien on substantially all of our current assets and a second lien on substantially all of our non-current assets. The obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

In April 2020, we amended the credit facility to add a debt basket to allow for a $10 million loan under the Paycheck Protection Program under the CARES Act. We plan to fund payroll, benefits, or other allowed expenses under the program and expect the majority of the loan will be forgiven pursuant to current guidelines under the CARES Act.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. During the three months ended March 31, 2021, we made no borrowings and we made no repayments under the facility. As of ~~June 30,~~March 31, 2021, and December 31, 2020, we had $29.8 million of borrowings outstanding and ~~$1.0~~$1 million in outstanding letters of credit under the facility. Including the outstanding letters of credit, we had ~~$44.2~~$35.0 million available to be borrowed under the facility as of ~~June 30, 2020.~~ March 31, 2021.

As of ~~July~~March 31, 2021, we were in compliance with all applicable covenants under the revolving credit facility.

Table of Contents

During the three months ended March 31, 2020, we borrowed $10 million under the facility and made no repayments.

As of April 30, 2021, we had $29.8 million of borrowings, $1.0 million in outstanding letters of credit under the facility, and approximately ~~$12.2~~$46.0 million in cash. Including the outstanding letters of credit, we had ~~$44.2~~$35.0 million available to be borrowed under the facility.

~~We were in compliance with the applicable covenants under the facility as of June 30, 2020.~~

PPP Loan—In April 2020, we ~~applied for and~~ received a $10 million loan under the Paycheck Protection Program (the "PPP") under the CARES Act. The loan matures on April 18, 2022 and bears interest at a rate of 1% per annum. ~~Beginning November 18, 2020, we are~~We were required to ~~make~~begin monthly payments of principal and interest in the amount of $0.6 ~~million.~~million in November 2020, but due to extensions of the program and delays in the forgiveness application process, we do not expect to make any payments on the loan until a decision is made on our forgiveness application. We may prepay the loan at any time prior to maturity with no prepayment penalties. We ~~plan to use~~used the funds exclusively for allowed payroll and benefits expenses and expect the majority of the loan, if not all, will be forgiven. The loan contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender or breaching the terms of the loan documents.

During the second quarter of 2020, the PPP was amended to allow borrowers to choose either an eight-week or 24-week period to use the funds. We elected to use the 24-week period, ~~which will end~~ended in early ~~October.~~October 2020. The amount eligible for forgiveness is based on the amount of loan proceeds used by us (during the 24-week period after the lender makes the first disbursement of loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), subject to certain limitations and reductions in accordance with the CARES Act. We submitted our application for forgiveness of the full $10 million loan in November 2020. No assurance can be given that we will obtain forgiveness of the loan in whole or in part. In addition, as a borrower that received over $2.0 million, we expect to be subject to an audit to review our eligibility under the PPP. The timing and scope of the audit remains unclear and as a result we are not able to forecast when we can expect a decision on loan forgiveness. We do not expect the audit will impact our eligibility for forgiveness under the PPP.

Off-Balance Sheet Arrangements

As of ~~June 30, 2020,~~March 31, 2021, we had no material off-balance sheet arrangements aside from the bonding obligations described in Note 14 to the condensed consolidated financial statements.

Critical Accounting Policies and Estimates

Our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, describes the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. ~~Except for the accounting policy for the measurement of credit losses for financial instruments that was updated as a result of~~

~~Table of Contents~~

~~adopting ASC 326 on January 1, 2020, as discussed in Note 2 to the condensed consolidated financial statements, there~~We have ~~been no~~not made any significant changes to our critical accounting policies since December 31, ~~2019.~~2020.

3834

Table of Contents

Non-GAAP Financial Measure

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, from time to time we use "average net realized sales price per ton," which is a non-GAAP financial measure. This non-GAAP financial measure should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, because the presentation of this non-GAAP financial measure varies among companies, our presentation of this non-GAAP financial measure may not be comparable to similarly titled measures used by other companies.

We believe average net realized sales price per ton, when used in conjunction with GAAP financial measures, provides useful information to investors for analysis of our business and operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to the key metric we use in our financial and operational decision making. We use this non-GAAP financial measure as one of our tools in comparing period-over-period performance on a consistent basis and when planning, forecasting, and analyzing future periods. We believe this non-GAAP financial measure is used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the potash mining industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions.

~~Table of Contents~~

Average Net Realized Sales Price per Ton

We calculate average net realized sales price per ton for each of potash and Trio^®. Average net realized sales price per ton for potash is calculated as potash segment sales less potash segment byproduct sales and potash freight costs and then dividing that difference by the number of tons of potash sold in the period. Likewise, average net realized sales price per ton for Trio^® is calculated as Trio^® segment sales less Trio^® segment byproduct sales and Trio^® freight costs and then dividing that difference by Trio^® tons sold. We consider average net realized sales price per ton to be useful, and believe it to be useful for investors, because it shows our potash and Trio^® average per-ton pricing without the effect of certain transportation and delivery costs. When we arrange transportation and delivery for a customer, we include in revenue and in freight costs the costs associated with transportation and delivery. However, some of our customers arrange for and pay their own transportation and delivery costs, in which case these costs are not included in our revenue and freight costs. We use average net realized sales price per ton as a key performance indicator to analyze potash and Trio^® sales and price trends.

Below is a reconciliation of average net realized sales price per ton to the most directly comparable GAAP financial measure for the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, and ~~2019:~~2020:


		Three Months Ended June 30,																					Three Months Ended March 31,
		2020								2019											2021				2020
(in thousands, except per ton amounts)	(in thousands, except per ton amounts)	Potash			Trio^®		Potash			Trio^®		(in thousands, except per ton amounts)			Potash				Trio®		Potash		Trio®
Total Segment Sales	Total Segment Sales	$	24,526		$	19,251	$	35,547		$	21,435	Total Segment Sales			$	43,578			$	23,694	$	33,791	$	22,581
Less: Segment byproduct sales	Less: Segment byproduct sales	2,977			419		3,527			1,073		Less: Segment byproduct sales			5,784				1,180		3,973		1,380
Freight costs	Freight costs	2,600			5,523		3,604			6,471		Freight costs			4,809				6,440		4,540		6,534
Subtotal	Subtotal	$	18,949		$	13,309	$	28,416		$	13,891	Subtotal			$	32,985			$	16,074	$	25,278	$	14,667

Divided by:	Divided by:											Divided by:
Tons sold	Tons sold	74			64		95			71		Tons sold			117				69		99		76
Average net realized sales price per ton	Average net realized sales price per ton	$	256		$	208	$	299		$	196	Average net realized sales price per ton			$	282			$	233	$	255	$	193

		Six Months Ended June 30,
		2020								2019
(in thousands, except per ton amounts)		Potash			Trio^®		Potash			Trio^®

Total Segment Sales				58,317					41,832				$	69,877			$	39,245
Less: Segment byproduct sales		6,950			1,799		9,312			2,332
Freight costs		7,140			12,057		6,847			11,507
Subtotal		$	44,227		$	27,976	$	53,718		$	25,406

Divided by:
Tons sold		173			140		183			127
Average net realized sales price per ton		$	256		$	200	$	294		$	200

4035

Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Part II, Item 7A., "Quantitative and Qualitative Disclosure About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, describes our exposure to market risk. There have been no significant changes to our market risk exposure since December 31, ~~2019.~~2020.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act." Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of ~~June 30, 2020.~~March 31, 2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of ~~June 30, 2020,~~March 31, 2021, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended ~~June 30, 2020,~~March 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Intrepid have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

4136

Table of Contents

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

~~On May 27, 2020, we entered into a final settlement agreement with Mosaic Potash Carlsbad, Inc., in full settlement~~For information regarding litigation, other disputes and release of all claims in connection with the previously disclosed litigation between the parties. The matter was dismissed by the court on May 28, 2020. Additional information about the settlement terms can be found under Item 1. "Legal Proceedings" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the Securitiesregulatory proceedings see Part I - Item1. Financial Statements, Note 14 - Commitments and ~~Exchange Commission on May 7, 2020.~~

Water rights in New Mexico are subject to a stated purpose and place of use, and many of our water rights were originally issued for uses relating to our mining operations. When water rights temporarily exceed the originally permitted use, we and other persons or entities with New Mexico water rights are able to sell water for alternative uses, such as for construction, farming, ranching and oil and gas development, thereby ensuring the highest and best use of New Mexico water that may otherwise go unused. When applicable we, or any other New Mexico water right holder, applies for a permit from the New Mexico Office of the State Engineer ("OSE") to change the purpose and/or place of use of the underlying water rights. The OSE reviews and makes a determination as to the validity of the right and if it determines the requested change will not negatively impact other valid interests, the OSE may issue a preliminary authorization for the change. The preliminary authorization allows for water sales to begin immediately, subject to repayment if the underlying water rights are ultimately found to be invalid, thereby ensuring the highest and best use of New Mexico water that may otherwise go unused. Third parties may protest the preliminary authorization at minimal cost and frequently do so. Once protested, the OSE is required to hold a hearing to determine if the preliminary authorization was appropriate. Since 2017, we have faced a protest of our rights to use water from the Pecos River from numerous parties. We have a strong historical and legal basis supporting 19,836 acre feet of water rights on the Pecos River. While some parties have challenged our entire water right, recent and historic analysis from the New Mexico Interstate Stream Commission expert report dated August 30, 2019 by Jennifer Stevens, Ph.D. indicates our water rights based on historic consumptive use to a minimum of 5,800 acre feet of established rights. Further, on July 21, 2020 the OSE filed its State of New Mexico's Response to CID/Otis's Motion for Summary Judgment, indicating our water rights up to 6,000 acre feet.

In February 2020, the protestant CID/Otis filed a Petition of Writ of Mandamus against the OSE concerning these permits, despite its agreed stipulation to jurisdiction of the adjudication court, asking for unspecified monetary and injunctive relief, as well as attorneys' fees and costs, relating to our sale of water under these water rights and breach of contract claims. A hearing regarding this Writ was held in March 2020, and the non-adjudication court granted the Writ against the OSE challenging the OSE's right to grant preliminary authorizations under the New Mexico Water-Use Leasing Act. The non-adjudication court also denied our right to participate as a potentially harmed party. The non-adjudication court’s challenged ruling required the OSE to withdraw and cancel certain preliminary authorizations the OSE had issued to us. This challenged ruling by the non-adjudication court does not impact the validity of our water rights, nor does it impact our ability to deliver water at numerous other locations. The ruling limits our and our lessees ability to use water under certain leases, subject to challenge, but does not affect our continuing ability to utilize the subject diversion points to service other water rights.

~~Table of Contents~~

The challenged ruling by the non-adjudication court only affects leases, not the underlying rights, on two points of diversion on the Pecos river and does not affect Intrepid's ability to produce potash or Trio^®. As stated, we were denied the right to intervene and challenge both the jurisdiction, grounds and legitimacy of the non-adjudication court in this matter and we have filed for a Petition of Writ of Superintending Control in the New Mexico Supreme Court seeking a reversal of the denial of our request to intervene and seeking to stay enforcement while the matter is being decided. Also as stated, the OSE has filed for a Petition for Writ of Superintending Control in the New Mexico Supreme Court seeking to assert its jurisdiction over permitting under the Water Leasing Act. Both petitions seek a stay of the Writ of Mandamus issued by the non-adjudication court. These petitions are currently pending, and the adjudication court has scheduled the underlying issue regarding adjudication of the validity of the subject water rights for December of 2020. We continue to vigorously defend our legal position with respect to the validity of our water rights in all forums and assert the proper jurisdiction of the adjudication court in determining the validity and extent of Intrepid’s water rights in this matter.

We are subject to other claims and legal actions in the ordinary course of business. While there are uncertainties in predicting the outcome of any claim or legal action, we believe that the ultimate resolution of these other claims or actions is not reasonably likely to have a material adverse effect on our financial condition, results of operations, or cash flows.Contingencies.

4337

Table of Contents

ITEM 1A.RISK FACTORS

Our future performance is subject to a variety of risks and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and the trading price of our common stock. These risks and uncertainties are described in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. There have been no material changes to these risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, ~~2019, except as disclosed below:~~

Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may disrupt our business, including, among other things, demand for our products, our personnel and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations.

The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as the COVID-19 pandemic, could negatively affect our operations, liquidity, financial condition and results of operations. During the second quarter of 2020, the COVID-19 pandemic impacted the demand for oil as shelter-in-place orders were issued across most major metropolitan areas, significantly reducing automobile and airline travel, two major consumers of oil. In addition, most cities required non-essential businesses to close and employees to work from home wherever possible. As a result, there was a significant decline in the oil and gas activity near our Carlsbad, New Mexico operations and we experienced a significant decrease in the sale of water and other oilfield related products and services, which negatively impacted our overall results. The situation remains dynamic and subject to rapid and possibly material change, including but not limited to changes that may materially affect the demand for our products, our mining operations, and the operations of our customers and supply chain partners. These changes could result in material negative effects on our business, results of operations, financial condition, and liquidity position.

While shelter-in-place orders have since been relaxed in many cities, the extent to which these restrictions are relaxed and the subsequent response from businesses and individuals remains uncertain as does the ultimate trajectory of the easing of restrictions over time. In recent weeks, daily reported cases of COVID-19 have reached record levels in the United States, likely as a result of relaxed restrictions. It is possible that subsequent shelter-in-place restrictions could be reinstated in major cities if there is a large enough resurgence of cases related to the COVID-19 pandemic. Additional restrictions would likely reduce oil and gas activity and the demand for water, and could impact our other operations if expanded shelter-in-place orders are deemed necessary to mitigate the public health effects of the COVID-19 pandemic.

Our efforts to manage and mitigate the risks may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic, epidemic or disease outbreak, as well as third party actions taken to contain its spread and mitigate public health effects.

~~If we cannot meet the continued listing requirements of the NYSE, the NYSE may delist our common stock.~~

On April 17, 2020, we received notice from the NYSE that we were no longer in compliance with Section 802.01C of the NYSE Listed Company Manual that requires listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days (the “Notice”). Pursuant to Section 802.01C, we generally have a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement, subject to any extensions by NYSE. We can regain compliance with the minimum share price requirement at any time during the cure period if, on the last trading day of any calendar month during the cure period or on the last day of the cure period, we have a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the 30 trading-day period ending on such date. As required by the NYSE, we have notified the NYSE of our intent to cure the listing standard deficiency and regain compliance with the minimum share price requirement. On June 2, 2020, we received notice that we had regained compliance with the minimum share price requirement.

~~Table of Contents~~

~~and regain compliance with the listing requirements of the NYSE, which will allow management to focus on our business strategy.~~

If we fail to regain compliance with Section 802.01C during the cure period, our common stock will be subject to the NYSE’s suspension and delisting procedures. Delisting may adversely impact the perception of our financial condition, the trading of our common stock and our reputation with investors and parties conducting business with us.~~In addition, the perceived decreased value of employee equity incentive awards may reduce their effectiveness in encouraging performance and retention.~~

4538

Table of Contents

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities and Use of Proceeds


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities												Issuer Purchases of Equity Securities
Period	Period	(a) Total Number of Shares Purchased¹	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs	Period	(a) Total Number of Shares Purchased1	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
April 1, 2020, through April 30, 2020		—	—		—	N/A
May 1, 2020, through May 31, 2020		422	$	1.00	—	N/A
June 1, 2020, through June 30, 2020		38,003	$	1.20	—	N/A
January 1, 2021 through January 31, 2021							January 1, 2021 through January 31, 2021	—	—		—	N/A
February 1, 2021 through February 28, 2021							February 1, 2021 through February 28, 2021	—	$	—	—	N/A
March 1, 2021, through March 31, 2021							March 1, 2021, through March 31, 2021	5,468	$	37.15	—	N/A
Total	Total	38,425	$	1.20	—	N/A	Total	5,468	$	37.15	—	N/A

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.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

We are committed to providing a safe and healthy work environment. The objectives of our safety programs are to eliminate workplace accidents and incidents, preserve employee health, and comply with all safety- and health-based regulations. We seek to achieve these objectives by training employees in safe work practices; establishing, following, and improving safety standards; involving employees in safety processes; openly communicating with employees about safety matters; and recording, reporting, and investigating accidents, incidents, and losses to avoid recurrence. As part of our ongoing safety programs, we collaborate with the Mine Safety and Health Administration (“MSHA”) and the New Mexico Bureau of Mine Safety to identify and implement accident prevention techniques and practices.

Our East, West, and North facilities in New Mexico are subject to regulation by MSHA under the Federal Mine Safety and Health Act of 1977 and the New Mexico Bureau of Mine Safety. MSHA inspects these facilities on a regular basis and issues various citations and orders when it believes a violation has occurred under federal law. Exhibit 95.1 to this Quarterly Report on Form 10-Q provides the information concerning mine safety violations and other regulatory matters required by SEC rules. Our Utah and HB facilities are subject to regulation by the Occupational Health and Safety Administration and, therefore, are not required to be included in the information provided in Exhibit 95.1.

ITEM 5.OTHER INFORMATION

None.

4639

Table of Contents

ITEM 6.EXHIBITS


Exhibit No.						Description


~~10.1~~3.1						~~First~~Certificate of Amendment to ~~Amended and Restated Credit Agreement, dated as~~the Certificate of ~~April 17, 2020, by and among~~Incorporation of Intrepid Potash, Inc.~~, the subsidiaries named therein, Bank of Montreal, as administrative agent, and each of the lenders named therein~~ (incorporated by reference to Exhibit ~~10.1~~3.1 of our ~~Current~~current Report on Form ~~8-k (File No. 001-34025)~~8-K filed on ~~April 23, 2020.~~August 14, 2020).^#

~~10.2~~						Fifth Amendment to Amended and Restated Note Purchase Agreement, dated as of April 17, 2020, by and among Intrepid Potash, Inc., and each of the noteholders named therein (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-k (File No. 001-34025) filed on April 23, 2020.^#

3 ~~1.1~~31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*

3 ~~1.2~~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.*

104						Cover page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

* Filed herewith.

** Furnished herewith.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Intrepid Potash, Inc. agrees to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

4740

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						INTREPID POTASH, INC. (Registrant)

Dated: ~~August~~May 4, ~~2020~~2021						/s/ Robert P. Jornayvaz III
						Robert P. Jornayvaz III - Executive Chairman of the Board, President, and Chief Executive Officer  ~~(Principal~~ (Principal Executive Officer)




Dated: ~~August~~May 4, ~~2020~~2021						/s/ Matthew D. Preston
						Matthew D. Preston - Vice President - Finance (Principal Financial Officer and Principal Accounting Officer)

4841


Three Months Ended June 30, 2020	Potash		Trio^®		Oilfield Solutions		Other		Consolidated
Sales	$	24,526	$	19,251	$	2,747	$	(74)	$	46,450
Less: Freight costs	3,286		5,523		—		(74)		8,735
Warehousing and handling costs	1,204		861		—		—		2,065
Cost of goods sold	17,650		14,222		2,136		—		34,008
Lower of cost or net realizable value inventory adjustments	371		1,870		—		—		2,241

Gross Margin (Deficit)	$	2,015	$	(3,225)	$	611	$	—	$	(599)
Depreciation, depletion, and amortization incurred¹	$	5,742	$	1,516	$	657	$	209	$	8,124

Six Months Ended June 30, 2020	Potash		Trio^®		Oilfield Solutions		Other		Consolidated
Sales	$	58,317	$	41,832	$	10,488	$	(203)	$	110,434
Less: Freight costs	8,727		12,071		—		(203)		20,595
Warehousing and handling costs	2,500		2,469		—		—		4,969
Cost of goods sold	40,370		31,652		5,033		—		77,055
Lower of cost or net realizable value inventory adjustments	371		2,420		—		—		2,791

Gross Margin (Deficit)	$	6,349	$	(6,780)	$	5,455	$	—	$	5,024
Depreciation, depletion, and amortization incurred¹	$	13,054	$	3,025	$	1,289	$	422	$	17,790

Three Months Ended June 30, 2019	Potash		Trio^®		Oilfield Solutions		Other		Consolidated
Sales	$	35,547	$	21,435	$	5,641	$	(111)	$	62,512
Less: Freight costs	4,742		6,471		80		—		11,293
Warehousing and handling costs	1,319		911		—		—		2,230
Cost of goods sold	21,258		12,599		2,072		(111)		35,818


Gross Margin	$	8,228	$	1,454	$	3,489	$	—	$	13,171
Depreciation, depletion, and amortization incurred¹	$	6,120	$	1,520	$	232	$	201	$	8,073

Six Months Ended June 30, 2019	Potash		Trio^®		Oilfield Solutions		Other		Consolidated
Sales	$	69,877	$	39,245	$	12,263	$	(1,319)	$	120,066
Less: Freight costs	9,382		11,506		861		—		21,749
Warehousing and handling costs	2,586		1,880		—		—		4,466
Cost of goods sold	40,317		23,673		4,841		(1,319)		67,512


Gross Margin	$	17,592	$	2,186	$	6,561	$	—	$	26,339
Depreciation, depletion and amortization incurred¹	$	12,915	$	3,078	$	423	$	403	$	16,819


	United States	Export
For the Three Months Ended June 30, 2020	97%	3%
For the Six Months Ended June 30, 2020	83%	17%

For the Three Months Ended June 30, 2019	75%	25%
For the Six Months Ended June 30, 2019	74%	26%