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

~~September 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 17th 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 ~~October~~April 27, ~~2020,~~2021, the registrant had outstanding ~~13,294,158~~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			2
			Condensed Consolidated Statements of Stockholders' Equity			3
			Condensed Consolidated Statements of Cash Flows			4
			Notes to Condensed Consolidated Financial Statements			6
			ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2120
			ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			4336
			ITEM 4. Controls and Procedures			4336
			PART II - OTHER INFORMATION			4437
			ITEM 1. Legal Proceedings			4437
			ITEM 1A. Risk Factors			4538
			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)


		September 30,		December 31,			March 31,		December 31,
		2020		2019			2021		2020
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	9,258	$	20,603	Cash and cash equivalents	$	35,995	$	19,515

Accounts receivable:	Accounts receivable:					Accounts receivable:
Trade, net	Trade, net	23,271		23,749		Trade, net	36,898		22,795
Other receivables, net	Other receivables, net	2,575		1,247		Other receivables, net	2,298		1,577

Inventory, net	Inventory, net	85,204		94,220		Inventory, net	78,919		88,673
Prepaid expenses and other current assets	Prepaid expenses and other current assets	5,844		5,524		Prepaid expenses and other current assets	2,906		3,228
Total current assets	Total current assets	126,152		145,343		Total current assets	157,016		135,788

Property, plant, equipment, and mineral properties, net	Property, plant, equipment, and mineral properties, net	362,117		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	28,978		27,569		Long-term parts inventory, net	29,359		28,900

Other assets, net	Other assets, net	10,960		7,834		Other assets, net	10,676		10,819

Total Assets	Total Assets	$	547,391	$	578,439	Total Assets	$	565,180	$	550,188
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable	Accounts payable	$	8,037	$	9,992	Accounts payable	$	13,648	$	7,278

Income taxes payable		0		50

Accrued liabilities	Accrued liabilities	12,817		13,740		Accrued liabilities	13,080		12,701
Accrued employee compensation and benefits	Accrued employee compensation and benefits	5,806		4,464		Accrued employee compensation and benefits	5,928		4,422
Advances on credit facility		0		19,817

Current portion of long-term debt, net	Current portion of long-term debt, net	10,000		20,000		Current portion of long-term debt, net	10,000		10,000
Other current liabilities	Other current liabilities	27,779		19,382		Other current liabilities	36,264		32,816
Total current liabilities	Total current liabilities	64,439		87,445		Total current liabilities	78,920		67,217

Advances on credit facility	Advances on credit facility	29,817		0		Advances on credit facility	29,817		29,817
Long-term debt, net	Long-term debt, net	14,918		29,753		Long-term debt, net	14,912		14,926
Asset retirement obligation	Asset retirement obligation	23,437		22,140		Asset retirement obligation	24,313		23,872
Operating lease liabilities	Operating lease liabilities	2,660		4,025		Operating lease liabilities	1,851		2,136
Other non-current liabilities	Other non-current liabilities	1,024		420		Other non-current liabilities	928		961
Total Liabilities	Total Liabilities	136,295		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; 40,000,000 shares authorized;	Common stock, 0.001 par value; 40,000,000 shares authorized;					Common stock, 0.001 par value; 40,000,000 shares authorized;
13,006,427 and 12,955,351 shares outstanding
at September 30, 2020, and December 31, 2019, respectively		13		13
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	655,964		653,080		Additional paid-in capital	657,566		656,837

Accumulated deficit	Accumulated deficit	(244,881)		(218,437)		Accumulated deficit	(243,140)		(245,591)
Total Stockholders' Equity	Total Stockholders' Equity	411,096		434,656		Total Stockholders' Equity	414,439		411,259
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	547,391	$	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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Sales	Sales	$	38,078	$	51,160	$	148,512	$	171,226	Sales	$	71,463	$	63,984
Less:	Less:									Less:
Freight costs	Freight costs	7,802		8,724		28,397		30,473		Freight costs	12,078		11,860
Warehousing and handling costs	Warehousing and handling costs	2,315		2,162		7,284		6,628		Warehousing and handling costs	2,632		2,904
Cost of goods sold	Cost of goods sold	27,045		31,863		104,100		99,375		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	1,224		1,462		4,015		1,462		Lower of cost or net realizable value inventory adjustments	0		550

Gross (Deficit) Margin		(308)		6,949		4,716		33,288
Gross Margin										Gross Margin	9,108		5,623

Selling and administrative	Selling and administrative	6,750		5,548		20,022		17,710		Selling and administrative	5,791		6,599
Accretion of asset retirement obligation	Accretion of asset retirement obligation	434		513		1,303		1,347		Accretion of asset retirement obligation	441		435

Litigation settlement	Litigation settlement	0		0		10,075		0		Litigation settlement	0		10,075
Loss (gain) on sale of assets	Loss (gain) on sale of assets	21		(56)		(4,441)		(17)		Loss (gain) on sale of assets	2		(4,696)
Other operating expense		237		329		495		792
Operating (Loss) Income		(7,750)		615		(22,738)		13,456
Other operating expense (income)										Other operating expense (income)	6		(11)
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	(2,450)		(849)		(3,877)		(2,258)		Interest expense, net	(426)		(792)
Interest income	Interest income	0		0		116		0		Interest income	0		116
Other (expense) income		25		9		13		343
(Loss) Income Before Income Taxes		(10,175)		(225)		(26,486)		11,541
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	0		8		42		8		Income Tax Benefit	0		42
Net (Loss) Income		$	(10,175)	$	(217)	$	(26,444)	$	11,549
Net Income (Loss)										Net Income (Loss)	$	2,451	$	(7,397)

Weighted Average Shares Outstanding:	Weighted Average Shares Outstanding:									Weighted Average Shares Outstanding:
Basic	Basic	13,006		12,917		12,981		12,893		Basic	13,054		12,957
Diluted	Diluted	13,006		12,917		12,981		13,106		Diluted	13,297		12,957
Earnings Per Share:	Earnings Per Share:									Earnings Per Share:
Basic	Basic	$	(0.78)	$	(0.02)	$	(2.04)	$	0.90	Basic	$	0.19	$	(0.57)
Diluted	Diluted	$	(0.78)	$	(0.02)	$	(2.04)	$	0.88	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

		Nine-Month Period Ended September 30, 2020										Three-Month Period Ended March 31, 2020
		Common Stock			Additional Paid-in Capital			Accumulated Deficit		Total Stockholders' Equity					Common Stock						Additional Paid-in Capital						Accumulated Deficit				Total Stockholders' Equity
		Shares	Amount				Accumulated Deficit							Shares		Amount									Accumulated Deficit
Balance, December 31, 2019	Balance, December 31, 2019	12,955,351	$	13	$	653,080		$	(218,437)	$	434,656		Balance, December 31, 2019		12,955,351				$	653,080			$	(218,437)					$	434,656

Net loss	Net loss	—	—		—			(26,444)		(26,444)			Net loss		—				—				—						(7,397)				(7,397)
Stock-based compensation	Stock-based compensation	—	—		2,981			—		2,981			Stock-based compensation		—		—				1,032						—				1,032

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	51,076	—		(97)			—		(97)			Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		8,999		—				(49)						—				(49)
Balance, September 30, 2020		13,006,427	$	13	$	655,964		$	(244,881)	$	411,096

		Three-Month Period Ended September 30, 2020
		Common Stock			Additional Paid-in Capital			Accumulated Deficit		Total Stockholders' Equity
		Shares	Amount				Accumulated Deficit
Balance, June 30, 2020		13,006,124	$	13	$	654,901		$	(234,706)	$	420,208

Net loss		—	—		—			(10,175)		(10,175)
Stock-based compensation		—	—		985			—		985

Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		303	—		78			—		78
Balance, September 30, 2020		13,006,427	$	13	$	655,964		$	(244,881)	$	411,096

		Nine-Month Period Ended September 30, 2019
		Common Stock			Additional Paid-in Capital			Accumulated Deficit		Total Stockholders' Equity
		Shares	Amount				Accumulated Deficit
Balance, December 31, 2018		12,871,659	$	13	$	649,318		$	(232,068)	$	417,263

Net income		—	—		—			11,549		11,549
Stock-based compensation		—	—		3,237			—		3,237
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting		44,450	—		(269)			—		(269)
Exercise of stock options		919	—		0			—		0
Balance, September 30, 2019		12,917,028	$	13	$	652,286		$	(220,519)	$	431,780

		Three-Month Period Ended September 30, 2019
		Common Stock			Additional Paid-in Capital			Accumulated Deficit		Total Stockholders' Equity
		Shares	Amount				Accumulated Deficit
Balance, June 30, 2019		12,917,028	$	13	$	651,311		$	(220,302)	$	431,022

Net loss		—	—		—			(217)		(217)
Stock-based compensation		—	—		975			—		975

Balance, September 30, 2019		12,917,028	$	13	$	652,286		$	(220,519)	$	431,780
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)
		Nine Months Ended September 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		$	(26,444)	$	11,549
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	26,377		25,145		Depreciation, depletion and amortization	9,481		9,586
Accretion of asset retirement obligation	Accretion of asset retirement obligation	1,303		1,347		Accretion of asset retirement obligation	441		435
Amortization of deferred financing costs	Amortization of deferred financing costs	357		217		Amortization of deferred financing costs	68		86
Amortization of intangible assets	Amortization of intangible assets	241		188		Amortization of intangible assets	80		80
Stock-based compensation	Stock-based compensation	2,981		3,237		Stock-based compensation	890		1,032
Lower of cost or net realizable value inventory adjustments	Lower of cost or net realizable value inventory adjustments	4,015		1,462		Lower of cost or net realizable value inventory adjustments	0		550

Gain on disposal of assets		(4,441)		(17)
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		50		Allowance for doubtful accounts	0		275
Allowance for parts inventory obsolescence		492		4
Other		(116)		0

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	203		(6,026)		Trade accounts receivable, net	(14,103)		(8,388)
Other receivables, net	Other receivables, net	(1,328)		(1,379)		Other receivables, net	(720)		(308)

Inventory, net	Inventory, net	3,100		(3,227)		Inventory, net	9,293		4,976
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(313)		(787)		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	4,071		5,821		Accounts payable, accrued liabilities, and accrued employee compensation and benefits	7,978		8,119
Income tax payable		(50)		(914)

Operating lease liabilities	Operating lease liabilities	(1,695)		(1,474)		Operating lease liabilities	(525)		(552)
Other liabilities	Other liabilities	9,459		2,421		Other liabilities	3,415		41
Net cash provided by operating activities	Net cash provided by operating activities	18,487		37,617		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	(14,087)		(59,948)		Additions to property, plant, equipment, mineral properties and other assets	(2,360)		(5,710)
Additions to intangible assets		0		(16,873)
Long-term investment		(3,500)		0

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	(12,801)		(76,753)		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	(1,869)		0		Debt prepayment costs	(2)		0
Repayments of long-term debt	Repayments of long-term debt	(35,000)		0		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		30,317		Proceeds from short-term borrowings on credit facility	0		10,000
Repayments of short-term borrowings on credit facility		0		(10,500)

Payments of financing lease						Payments of financing lease	(107)		0
Capitalized debt fees	Capitalized debt fees	(36)		(457)		Capitalized debt fees	0		0
Employee tax withholding paid for restricted stock upon vesting	Employee tax withholding paid for restricted stock upon vesting	(96)		(278)		Employee tax withholding paid for restricted stock upon vesting	(204)		(49)
Proceeds from loan under CARES Act		10,000		0

Proceeds from exercise of stock options	Proceeds from exercise of stock options	0		9		Proceeds from exercise of stock options	43		—
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(17,001)		19,091		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	(11,315)		(20,045)		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	$	9,924	$	13,659	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)
		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020

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	$	1,974	$	1,458	Interest	$	167	$	227
Income taxes	Income taxes	$	92	$	968	Income taxes	$	8	$	0
Amounts included in the measurement of operating lease liabilities	Amounts included in the measurement of operating lease liabilities	$	1,878	$	1,723	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	$	1,050	$	1,749	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	$	216	$	6,558	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 ~~other companies,~~customers, where such sales provide a solution to a ~~company's need.~~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.~~

~~We have updated our accounting policies for estimating credit losses as a result of adopting Accounting Standards Update ("ASU") No. 2016-13,~~ ~~Financial Instruments - (Topic 326): Measurement of Credit Losses on Financial Instruments, as discussed in more detail below. We have made no other changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2019.~~2020.

Reverse Stock Split—On August 10, 2020, after receipt of stockholder approval, the Board of Directors approved an amendment to our 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 these notes and the 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

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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.

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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.

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net (loss) income		$	(10,175)	$	(217)	$	(26,444)	$	11,549
Net income (loss)										Net income (loss)	$	2,451	$	(7,397)

Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	13,006		12,917		12,981		12,893		Basic weighted-average common shares outstanding	13,054		12,957
Add: Dilutive effect of restricted stock	Add: Dilutive effect of restricted stock	0		0		0		130		Add: Dilutive effect of restricted stock	177		0
Add: Dilutive effect of stock options	Add: Dilutive effect of stock options	0		0		0		83		Add: Dilutive effect of stock options	66		0
Add: Dilutive effect of performance units		0		0		0		0

Diluted weighted-average common shares outstanding	Diluted weighted-average common shares outstanding	13,006		12,917		12,981		13,106		Diluted weighted-average common shares outstanding	13,297		12,957

Basic	Basic	$	(0.78)	$	(0.02)	$	(2.04)	$	0.90	Basic	$	0.19	$	(0.57)
Diluted	Diluted	$	(0.78)	$	(0.02)	$	(2.04)	$	0.88	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 September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2020	2019	2020	2019		2021	2020
Anti-dilutive effect of restricted stock	Anti-dilutive effect of restricted stock	289	225	233	41	Anti-dilutive effect of restricted stock	64	312

Anti-dilutive effect of stock options outstanding	Anti-dilutive effect of stock options outstanding	310	322	311	166	Anti-dilutive effect of stock options outstanding	158	312

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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 ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~ (in thousands):


		September 30, 2020		September 30, 2019			March 31, 2021		March 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	9,258	$	13,023	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		486		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	$	9,924	$	13,659	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.

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 ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019~~2020 (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Finished goods product inventory	Finished goods product inventory	$	39,571	$	55,585	Finished goods product inventory	$	46,166	$	48,961
In-process inventory	In-process inventory	34,739		25,591		In-process inventory	21,775		28,833
Total product inventory	Total product inventory	74,310		81,176		Total product inventory	67,941		77,794
Current parts inventory, net	Current parts inventory, net	10,894		13,044		Current parts inventory, net	10,978		10,879
Total current inventory, net	Total current inventory, net	85,204		94,220		Total current inventory, net	78,919		88,673
Long-term parts inventory, net	Long-term parts inventory, net	28,978		27,569		Long-term parts inventory, net	29,359		28,900
Total inventory, net	Total inventory, net	$	114,182	$	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 ~~September 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 ~~$1.2 million~~0 and ~~$4.0~~$0.6 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, respectively. ~~For the three and nine months ended September 30, 2019, we recorded $1.5 million of such inventory charges.~~

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

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


		September 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	66,742		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	81,702		81,468		Buildings and plant	81,842		81,692
Machinery and equipment	Machinery and equipment	264,596		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	9,733		9,136		Office equipment and improvements	9,111		9,083
Operating lease ROU assets	Operating lease ROU assets	8,289		8,123		Operating lease ROU assets	9,961		9,622
Breeding stock	Breeding stock	260		0		Breeding stock	254		260
Construction in progress	Construction in progress	2,815		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	$	611,313	$	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	(249,196)		(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	$	362,117	$	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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Depreciation	Depreciation	$	7,511	$	7,128	$	22,164	$	20,881	Depreciation	$	7,495	$	7,291
Depletion	Depletion	710		705		2,599		2,812		Depletion	1,475		1,752
Amortization of right of use assets	Amortization of right of use assets	527		493		1,614		1,452		Amortization of right of use assets	511		543
Total incurred	Total incurred	$	8,748	$	8,326	$	26,377	$	25,145	Total incurred	$	9,481	$	9,586

Note 7 — DEBT

Senior Notes—As of ~~September 30, 2020,~~March 31, 2021, we had outstanding ~~$15~~$15.0 million of Series B Senior Notes, due on April 14, 2023.

In April 2020, we repaid our Series A Senior Notes ($20 million) at maturity. In July 2020, we repaid our Series C Senior Notes. As part of ~~the repayment,~~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 ~~September 30, 2020,~~March 31, 2021, was ~~3.0~~7.5 to 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 ~~September 30, 2020,~~March 31, 2021, was ~~2.1~~2.0 to 1.0.

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the ~~Senior~~Series B Notes, each of which includes earnings before interest, taxes, depreciation and amortization ~~("EBITDA")~~ as a component. Our EBITDA calculation for the nine months ended September 30, 2020 has decreased from historical levels due to the economic contraction related to the COVID-19 pandemic. If we continue to experience decreased EBITDA amounts in future quarters, we may violate our debt covenants and may need to work with our lenders to address the non-compliance. EBITDA in all periods excludes deferred revenue as we have not satisfied the performance obligation to recognize the deferred revenue as revenue, as discussed in Note 11 - Revenue. As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable covenants under the Series B Senior Notes.

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For ~~both~~ the ~~nine~~three months ended ~~September 30, 2020, and the nine months ended September 30, 2019,~~March 31, 2021, the interest ~~rates~~rate on ~~the Senior 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.

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We have granted to the collateral agent for the 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.

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 ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, was as follows (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Notes and Payroll Protection Loan	Notes and Payroll Protection Loan	$	25,000	$	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	(10,000)		(20,000)		Less current portion of long-term debt	(10,000)		(10,000)
Less deferred financing costs	Less deferred financing costs	(82)		(247)		Less deferred financing costs	(66)		(74)
Long-term debt, net	Long-term debt, net	$	14,918	$	29,753	Long-term debt, net	$	14,912	$	14,926

Credit Facility—We maintain a revolving credit facility with Bank of Montreal. As of ~~September 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 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 ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we ~~borrowed $10 million~~made 0 borrowings and we made 0 repayments under the facility. As of ~~September 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 ~~$30.0~~$35.0 million available to be borrowed under the facility as of ~~September 30, 2020.~~March 31, 2021.

Our EBITDA calculation for the nine months ended September 30, 2020 has decreased from historical levels due to the economic contraction related to the COVID-19 pandemic. If we continue to experience decreased EBITDA amounts in future quarters, we may violate our debt covenants and may need to work with our lenders to address the non-compliance. EBITDA in all periods excludes deferred revenue as we have not satisfied the performance obligation to recognize the deferred revenue as revenue, as discussed in Note 11 - Revenue. As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable covenants under the revolving credit facility.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we ~~had $30.3~~borrowed $10 million ~~borrowings~~ under the facility and made ~~$10.5 million in~~0 repayments.

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.

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PPP Loan—In April 2020, we received a $10 million loan under the Paycheck Protection Program (the "PPP") under the CARES Act. The loan matures in April 2022 and bears interest at a rate of 1% per annum. We were required to begin monthly payments of principal and interest in the amount of $0.6 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 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 ended in 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 ~~$2.5~~$0.4 million and $0.9 million for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $4.0 million and $2.4 million for the nine months ended September 30, 2020, and 2019,~~ respectively.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Interest on debt borrowings	Interest on debt borrowings	$	386	$	804	$	1,748	$	2,143	Interest on debt borrowings	$	365	$	779
Make-whole payments	Make-whole payments	1,868		0		1,868		0		Make-whole payments	2		0
Amortization of deferred financing costs	Amortization of deferred financing costs	196		80		357		217		Amortization of deferred financing costs	68		86
Gross interest expense	Gross interest expense	2,450		884		3,973		2,360		Gross interest expense	435		865
Less capitalized interest	Less capitalized interest	0		(35)		(96)		(102)		Less capitalized interest	(9)		(73)
Interest expense, net	Interest expense, net	$	2,450	$	849	$	3,877	$	2,258	Interest expense, net	$	426	$	792

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Note 8 — INTANGIBLE ASSETS

We have water rights, recorded at $19.2 million at ~~September 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 triggering events for impairment as of September 30, 2020 and concluded we do not have any triggering events.

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 ~~September 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 ~~$9.3~~$36.0 million and ~~$20.6~~$19.5 million at ~~September 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.

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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 September 30,				Nine Months Ended September 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	$	23,003	$	23,959	$	22,250	$	23,125	Asset retirement obligation, at beginning of period	$	23,872	$	22,250
Liabilities settled	Liabilities settled	0		0		(116)		0		Liabilities settled	0		0

Accretion of discount	Accretion of discount	434		513		1,303		1,347		Accretion of discount	441		435
Total asset retirement obligation, at end of period	Total asset retirement obligation, at end of period	$	23,437	$	24,472	$	23,437	$	24,472	Total asset retirement obligation, at end of period	$	24,313	$	22,685

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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 ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, we had ~~$26.5~~$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, primarily related to cash advances received from a customer for water purchases. Customer advances received before we have satisfied our performance obligations are accounted for as a contract liability (sometimes referred to in practice as deferred revenue). We will recognize the deferred revenue at the time the customer calls for water delivery, which we expect will be sourced from our existing long-term water rights. Our deferred revenue activity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~ is shown below (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Beginning balance	Beginning balance	$	22,690	$	10,643	$	16,612	$	11,678	Beginning balance	$	30,419	$	16,612
Additions	Additions	3,883		3,816		13,529		7,343		Additions	3,972		3,910
Recognized as revenue during period	Recognized as revenue during period	(71)		(1,054)		(3,639)		(5,616)		Recognized as revenue during period	(549)		(3,436)
Ending balance	Ending balance	$	26,502	$	13,405	$	26,502	$	13,405	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 nine~~ months ended ~~September 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 September 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	$	18,575	$	0	$	0	$	(49)	$	18,526	Potash	$	37,794	$	0	$	0	$	(62)	$	37,732
Trio®	Trio®	0		11,441		0		0		11,441		Trio®	0		22,514		0		0		22,514
Water	Water	262		1,312		2,037		0		3,611		Water	1,159		984		3,343		0		5,486
Salt	Salt	1,995		137		0		0		2,132		Salt	2,039		196		0		0		2,235
Magnesium Chloride	Magnesium Chloride	1,127		0		0		0		1,127		Magnesium Chloride	2,028		0		0		0		2,028
Brine Water	Brine Water	228		0		105		0		333		Brine Water	558		0		205		0		763
Other	Other	0		0		908		0		908		Other	0		0		705		0		705
Total Revenue	Total Revenue	$	22,187	$	12,890	$	3,050	$	(49)	$	38,078	Total Revenue	$	43,578	$	23,694	$	4,253	$	(62)	$	71,463

		Nine Months Ended September 30, 2020
Product		Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash		$	69,942	$	0	$	0	$	(253)	$	69,689
Trio®		0		51,474		0		0		51,474
Water		957		2,963		10,727		0		14,647
Salt		5,792		285		0		0		6,077
Magnesium Chloride		2,838		0		0		0		2,838
Brine Water		975		0		297		0		1,272
Other		0		0		2,515		0		2,515
Total Revenue		$	80,504	$	54,722	$	13,539	$	(253)	$	148,512

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		Three Months Ended September 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	$	24,242	$	0	$	0	$	0	$	24,242	Potash	$	29,818	$	0	$	0	$	(129)	$	29,689
Trio®	Trio®	0		13,370		0		0		13,370		Trio®	0		21,201		0		0		21,201
Water	Water	574		1,211		5,488		0		7,273		Water	583		1,247		6,661		0		8,491
Salt	Salt	2,736		56		0		0		2,792		Salt	2,096		133		0		0		2,229
Magnesium Chloride	Magnesium Chloride	949		0		0		0		949		Magnesium Chloride	759		0		0		0		759
Brine Water	Brine Water	712		0		0		0		712		Brine Water	535		0		31		0		566
Other	Other	0		0		1,822		0		1,822		Other	0		0		1,049		0		1,049
Total Revenue	Total Revenue	$	29,213	$	14,637	$	7,310	$	0	$	51,160	Total Revenue	$	33,791	$	22,581	$	7,741	$	(129)	$	63,984

		Nine Months Ended September 30, 2019
Product		Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash		$	84,807	$	0	$	2,040	$	(1,319)	$	85,528
Trio®		0		50,283		0		0		50,283
Water		1,371		3,090		13,864		0		18,325
Salt		8,105		508		0		0		8,613
Magnesium Chloride		2,895		0		0		0		2,895
Brine Water		1,912		0		0		0		1,912
Other		0		0		3,670		0		3,670
Total Revenue		$	99,090	$	53,881	$	19,574	$	(1,319)	$	171,226

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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 ~~September 30, 2020,~~March 31, 2021, approximately ~~0.8~~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 ~~September 30, 2020,~~March 31, 2021, the following awards were outstanding under the Plan (in thousands):



						Outstanding as of ~~September 30, 2020~~March 31, 2021
Restricted Shares						~~288~~386

Non-qualified Stock Options						~~310~~288

Total share-based compensation expense was ~~$1.0~~$0.9 million and $1.0 million for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $3.0 million and $3.2 million for the nine months ended September 30, 2020, and 2019,~~ respectively. As of ~~September 30, 2020,~~March 31, 2021, we had ~~$3.6~~$5.1 million of total remaining unrecognized compensation expense related to awards, that is expected to be recognized over a weighted-average period of ~~1.1~~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 ~~September 30,~~March 31, 2021, and 2020, ~~and 2019,~~ we incurred 0 income tax expense. ~~During both the nine months ended September 30, 2020, and September 30, 2019, we incurred an immaterial amount of income tax benefit.~~ Our effective tax rate for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, and the nine months ended September 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 ~~September 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

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the Fifth Judicial District Court for the County of Chaves in the State of New ~~Mexico.~~Mexico ("adjudication court"). This court

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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, 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. Subsequently, 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.

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Note 15 — FAIR VALUE

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

As of ~~September 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 ~~third~~first quarter of ~~2020.~~2021.

As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the estimated fair value of our outstanding Notes was ~~$14.8~~$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.

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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).

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Three Months Ended
September 30, 2020 Potash
Trio®
Oilfield Solutions Other Consolidated
Sales $ 22,187 $ 12,890 $ 3,050 $ (49) $ 38,078
Less: Freight costs 3,973 3,878 0 (49) 7,802
         Warehousing and handling
costs 1,173 1,142 0 0 2,315
         Cost of goods sold 14,928 8,754 3,363 0 27,045
         Lower of cost or net
realizable value inventory
adjustments 760 464 0 — 1,224
Gross Margin (Deficit) $ 1,353 $ (1,348) $ (313) $ 0 $ (308)
Depreciation, depletion, and amortization incurred1
$ 6,430 $ 1,531 $ 657 $ 210 $ 8,828
Nine Months Ended
September 30, 2020 Potash
Trio®
Oilfield Solutions Other Consolidated
Sales $ 80,504 $ 54,722 $ 13,539 $ (253) $ 148,512
Less: Freight costs 12,700 15,950 0 (253) 28,397
         Warehousing and handling
costs 3,673 3,611 0 0 7,284
         Cost of goods sold 55,298 40,405 8,397 0 104,100
         Lower of cost or net
realizable value inventory
adjustments 1,130 2,885 0 — 4,015
Gross Margin (Deficit) $ 7,703 $ (8,129) $ 5,142 $ 0 $ 4,716
Depreciation, depletion, and amortization incurred1
$ 19,485 $ 4,556 $ 1,945 $ 632 $ 26,618
Three Months Ended
September 30, 2019 Potash
Trio®
Oilfield Solutions Other Consolidated
Sales $ 29,213 $ 14,637 $ 7,310 $ 0 $ 51,160
Less: Freight costs 4,728 3,996 0 — 8,724
         Warehousing and handling
costs 1,190 972 0 0 2,162
         Cost of goods sold 18,707 9,315 3,841 0 31,863
         Lower of cost or net
realizable value inventory
adjustments — 1,462 0 — 1,462
Gross Margin (Deficit) $ 4,588 $ (1,108) $ 3,469 $ 0 $ 6,949
Depreciation, depletion, and amortization incurred1
$ 6,048 $ 1,517 $ 747 $ 202 $ 8,514
Nine Months Ended
September 30, 2019 Potash
Trio®
Oilfield Solutions Other Consolidated
Sales $ 99,090 $ 53,881 $ 19,574 $ (1,319) $ 171,226
Less: Freight costs 14,110 15,502 861 — 30,473
         Warehousing and handling
costs 3,776 2,852 0 0 6,628
         Cost of goods sold 59,024 32,988 8,682 (1,319) 99,375
         Lower of cost or net
realizable value inventory
adjustments — 1,462 0 — 1,462
Gross Margin $ 22,180 $ 1,077 $ 10,031 $ 0 $ 33,288
Depreciation, depletion and amortization incurred1
$ 18,963 $ 4,595 $ 1,170 $ 605 $ 25,333

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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

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

2019

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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;

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

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•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."

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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~~

~~Reverse Stock Split~~

On July 24, 2020, we received notice from the NYSE that we were not 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”). Due to our reduced stock price, before we received notice of non-compliance we provided notice of a special meeting of stockholders to vote on four proposals that would allow our Board of Directors to effect a reverse stock split at a ratio between 1:3 and 1:15. On July 28, 2020, we held the special meeting and all the reverse stock split proposals were approved.

On August 10, 2020, the Board of Directors approved an amendment to our 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-ten. 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 these notes and the accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

We believe the reverse stock split was 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 common stock and regain compliance with the listing requirements of the NYSE, which will allow management to focus on our business strategy. We received notice from NYSE that we regained compliance with all listing standards on September 1, 2020.

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Significant Business Trends and Activities

The novel strain of coronavirus (COVID-19) has surfaced in nearly all regions around the world. As an essential business we ~~continued~~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 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 and third 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 beginning in the second quarter~~summer of 2020. However, governmental authorities may reinstate 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 expect that if governmental authorities 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 ~~third~~first quarter of 2021 increased 18% compared to the first quarter of 2020 as strong commodity prices and favorable weather drove strong demand for fertilizer products across most parts of the country. Our sales volumes into industrial markets decreased ~~15%~~in the first quarter of 2021 compared to the third quarter of 2019 as good early season weather accelerated the spring application season in many parts of the country, pushing some 2020 agricultural tons forward into the first and second quarters. For the nine months ended September 30, 2020 sales volume was down 8% compared to the same period in 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 drilling activities.~~crop commodity values and outlook, also influence pricing.

Our potash average net realized sales price per ton ~~decreased~~increased to ~~$238~~$282 for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$266~~$255 for the same period in ~~2019. For the nine months ended September 30,~~ 2020 ~~our potash average net realized sale~~due to multiple price ~~per ton decreased to $251, compared to $285 for the same period of 2019, as price decreases from recent summer-fill programs and the winter-fill program~~increases announced in January 2020 lowered overall price levels. 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. After the summer-fill order window closed, list price increased $15 per ton. We sold at summer-fill pricing levels through the third quarter and we expect to achieve the increased pricing midway through the fourth quarter. In late October, we increased potash price an additional $15 to $20 per ton, depending on region. We expect to achieve this price on spot sales 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 ~~47%~~53% of our total sales in the first ~~nine~~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.

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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. Various 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. ~~Mild weather during the late winter and early spring months of 2020 across much of the United States accelerated the 2020 spring application season as compared to the 2019 spring application season.~~ 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, which ~~has~~ slowed significantly during 2020, due to the containment actions taken to help reduce the spread of COVID-19. ~~Any~~While restrictions have generally relaxed over the past few months, any further containment actions taken in response to the COVID-19 pandemic may impact ~~the traditional fall~~future fertilizer application ~~season~~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 ~~decreased 7%~~increased 21% during the ~~third~~first quarter of ~~2020,~~2021, as compared to the ~~third~~first quarter of ~~2019,~~2020 due to ~~the summer-fill program announced by~~price increases in domestic markets and fewer international sales. Similar to our ~~competitor~~potash sales, we layered in ~~June 2020. This summer-fill program further decreased~~our first quarter 2021 Trio® ~~list prices by $15~~sales at increasing price levels and expect our net realized price will continue to ~~$20 per ton, for orders delivered through~~increase into the ~~end of the third~~second quarter. ~~After the summer-fill window closed, Trio~~® ~~price increased $15 per ton and we expect to recognize the increased prices midway through the fourth quarter of 2020. In late October, we increased our Trio~~® ~~price an additional $10 per ton. We expect to achieve this price on spot sales in the fourth quarter, but our~~Our ability to recognize the increased 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.

~~Our~~ Trio®~~average net realized~~ sales ~~price per ton~~volume decreased ~~2% for~~9% during the ~~nine~~first three months ~~ended September 30, 2020~~of 2021, compared to the ~~nine~~first three months ~~ended September 30, 2019,~~of 2020, as ~~decreases~~strong demand in domestic ~~pricing were partially~~markets was more than offset by ~~less~~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 domestic sales, due to the increased freight costs to ship Trio® to international destinations.

~~Trio~~® sales volume increased 4% during the first nine months of 2020, compared to the first nine months of 2019, as good weather in most of our domestic markets resulted in a strong 2020 spring application season and reduced pricing from the summer-fill program led to strong third quarter volumes in the domestic market. Domestic sales in 2019 were reduced due to wet weather which negatively impacted the 2019 spring application season. We continued to sell fewer tons into international markets in the third quarter, as compared to the third quarter of 2019, due to the timing of shipments and as we pursue a more limited international sales strategy.

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 ~~third~~first quarter of ~~2020,~~2021, total water sales were ~~$3.6~~$5.5 million compared to ~~$7.3~~$8.5 million during the same period of 2019. While most shelter-in-place orders were relaxed towards the end of the second quarter and economic activity and oil demand began to rebound, there continues to be significant impacts from the COVID-19 pandemic as oil and gas drilling activity in the areas in which we operate has not yet returned to the levels seen prior to the COVID-19 pandemic. In addition, in October 2020 positive cases of COVID-19 are increasing in most areas of the United States, which could lead to reinstating restrictive orders in states and major cities. Such restrictions would negatively impact the demand for oil in the fourth quarter of 2020 or beyond.

For the nine months ended September 30, 2020 and 2019, total water sales were $14.6 million and $18.3 million, respectively. The decrease in water sales through the third quarter of 2020 due to the COVID-19 pandemic's impact on oil and gas drilling activity was partially offset by operating Intrepid South for the full nine month period in 2020, compared to only five months of operations in the nine month period of 2019, as we purchased the Intrepid South assets in May 2019.

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2020. We ~~expect the planned reduction in drilling activities by operators will~~ continue to ~~impact our sales of~~experience decreased demand for water and other oilfield products and services ~~through at least~~when compared to the ~~remainder~~first quarter of ~~2020. We~~2020 as a result of the COVID-19 pandemic. Rig counts, oil pricing, and oilfield activity have ~~seen a slight increase in rig counts in the Permian basin in September and October~~increased from the summer of 2020 ~~rig count lows established in August. However, mounting oil stockpiles~~ and ~~continued slowing oil demand due to~~we expect oilfield activity will improve as the year continues, although economic ~~conditions~~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.

~~Water rights in New Mexico are subject~~An update to ~~a stated purpose and place of use, and many of~~legal proceedings concerning 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~~contained in Note 14 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. See Note 14 - Commitments and Contingencies to theunaudited condensed consolidated financial statements included in "Item 1. Condensed Consolidated Financial Statements ~~in Part I~~(Unaudited)" of this Quarterly Report ~~for further details regarding disputes of our water rights.~~

We may face other political and regulatory issues relating to the potential use of the maximum amount of our rights. However, we believe that our legal position with respect to the validity of our water rights is solid and that we will be able to meet our water commitments.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 ~~$5.1~~$7.0 million for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$6.2~~$5.4 million for the three months ended ~~September 30, 2019. Byproduct sales were $13.8 million for the nine months ended September 30, 2020, compared to $17.9 million for the nine months ended September 30, 2019.~~March 31, 2020. The ~~decrease~~increase during the ~~third~~first quarter of ~~2020~~2021 was primarily due to a ~~$0.7 million decrease in salt sales and a $0.5 million decrease in brine sales, offset by a $0.2~~$1.3 million increase in sales of magnesium chloride. Salt availability improved in certain regions of the country in the third quarter of 2020, compared to the same period in 2019, which reduced our sales footprint while overall brine sales were down significantly due to the impact of the COVID-19 pandemic on oil and gas activity, as discussed above. Good evaporation rates during the summer of 2020 increased magnesium chloride ~~production and sales compared to the prior year.~~

~~The decrease in byproduct sales during the first nine months of 2020 was due to a $2.5 million decrease in salt sales, a decrease of $0.9 million in brine water sales,~~ and a ~~decrease of $0.5~~$0.3 million increase in byproduct water sales. ~~Improved salt availability~~Wet weather in ~~certain regions~~2019 significantly limited our production of magnesium chloride and we had less product to sell in the ~~country in 2020 has reduced our sales footprint. The decrease in byproduct brine water and byproduct water sales was due to impact~~first quarter of ~~the COVID-19 pandemic on oil and gas activity, as discussed above.~~

2020. Magnesium chloride production ~~and sales~~ returned to historic rates ~~towards the end of~~in the second ~~quarter of 2020 and through the third quarter~~half of 2020 and we expect that will continue ~~for the rest of the year~~in 2021 assuming average 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 remainder 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, a produced water 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

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approval with the New Mexico State Land Office. In the third quarter of 2020, we purchased ana 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 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.~~

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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 service given the poor performance of clay-inhibition chemical 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 long-term 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.

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Consolidated Results


(in thousands, except per ton amounts)	(in thousands, except per ton amounts)	Three Months Ended September 30,				Nine Months Ended September 30,				(in thousands, except per ton amounts)	Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Sales1	Sales1	$	38,078	$	51,160	$	148,512	$	171,226	Sales1	$	71,463	$	63,984

Cost of goods sold	Cost of goods sold	$	27,045	$	31,863	$	104,100	$	99,375	Cost of goods sold	$	47,645	$	43,047

Gross (Deficit) Margin		$	(308)	$	6,949	$	4,716	$	33,288
Gross Margin										Gross Margin	$	9,108	$	5,623

Selling and administrative	Selling and administrative	$	6,750	$	5,548	$	20,022	$	17,710	Selling and administrative	$	5,791	$	6,599

Net (Loss) Income		$	(10,175)	$	(217)	$	(26,444)	$	11,549
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	$	238	$	266	$	251	$	285	Potash	$	282	$	255
Trio®	Trio®	$	189	$	204	$	197	$	201	Trio®	$	233	$	193

1Sales include sales of byproducts which were ~~$5.1~~$7.0 million and ~~$6.2~~$5.4 million for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $13.8 million and $17.9 million for the nine months ended September 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 ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~

Our total sales for the three months ended ~~September 30, 2020, decreased $13.1~~March 31, 2021 increased $7.5 million, or ~~26%~~12%, as compared to the three months ended ~~September 30, 2019.~~March 31, 2020. Our potash sales ~~decreased $5.7~~increased $8.0 million, or ~~24%~~27%, during the ~~third~~first quarter of 2021 as compared to the first quarter of 2020, as ~~compared to the third quarter of 2019, as~~ we sold ~~15% fewer~~18% more tons and our average net realized sales price per ton ~~decreased~~increased 11% in the ~~third~~first quarter of ~~2020.~~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 ~~industrial~~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 ~~third~~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 third quarter of 2019, partially offset by selling more tons of potash into the feed market. Our competitors announced a summer-fill program in June 2020 that lowered the list price $20 per ton and $10 per ton for the corn belt and western United States, respectively, when compared to winter-fill per ton pricing from the first quarter of 2020. ~~Most of our third quarter 2020 potash sales were sold at the summer-fill pricing.~~

Our Trio® sales ~~decreased $1.9~~increased $1.3 million, or ~~14%~~6%, in the ~~third~~first quarter of 2021, as compared to the first quarter of 2020, as ~~compared to the third quarter of 2019, as we sold 13% fewer tons and~~ our average net realized sales price per ton ~~decreased 7%.~~increased 21%, partially offset by a 9% decrease in tons sold. Our Trio® tons sold decreased in the ~~third~~first quarter of ~~2020,~~2021, as compared to the ~~third~~first quarter of ~~2019,~~2020, as we sold fewer tons into international markets, due to our continued focus on the domestic Trio® market. Our Trio® average net realized sales price per ton ~~decreased as our competitor~~increased due to multiple price increases announced during the fourth quarter of 2020 and the first quarter of 2021, combined with a ~~summer-fill program~~decrease in ~~June 2020 that lowered Trio~~® ~~list prices $15 to $20~~international sales which generally have a lower net realized sales price per ~~ton for orders delivered through the end of the third quarter.~~ton.

Our water sales, excluding byproduct water sales, decreased ~~$3.5~~$3.3 million, or ~~63%~~50%, in the ~~third~~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 third quarter of 2019. Our water sales continued to be negatively impacted by the COVID-19 pandemic, which has significantly decreased oil demand and decreased oil and gas activities. We expect our water sales will continue to be negatively impacted in the fourthfirst quarter of 2020, due to ~~the continued economic effects of the COVID-19 pandemic.~~

~~Our byproduct sales decreased $1.1 million in the third quarter of 2020, compared to the third quarter of 2019, due to~~ a ~~$0.7 million decrease in salt sales, a $0.5 million decrease in byproduct brine water sales, and $0.2 million decrease in byproduct water sales, partially offset by an $0.2~~$1.3 million increase in magnesium chloride sales and a $0.3 million increase in byproduct water sales. ~~Byproduct water and byproduct brine water~~Magnesium chloride sales ~~decreased due~~improved as we had more product to sell during the first quarter of 2021, as compared to the negative economic effects on the oil and gas industry related to the COVID-19 pandemic. We expect byproduct water sales and byproduct brine water sales will continue to be negatively impacted in the fourthfirst quarter 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 improved $0.2 million as above average evaporation during the summer of 2020. Byproduct water sales increased in the first quarter of 2021, compared to the first quarter of 2020, ~~improved product availability.~~as a higher percentage of our total barrels of water sold was byproduct water.

Cost of Goods Sold

Our total cost of goods sold ~~decreased $4.8~~increased $4.6 million, or ~~15%~~11%, during the ~~third~~first quarter of ~~2020~~2021 compared to the ~~third~~first quarter of ~~2019.~~2020. Our potash cost of goods sold ~~decreased~~increased by ~~$3.8~~$5.0 million, or ~~20%~~22%, during the ~~third~~first quarter of ~~2020~~2021 compared to the ~~third~~first quarter of ~~2019,~~2020, driven mainly by a ~~15% decrease~~18% increase in potash tons sold. Our Trio® cost of goods sold decreased ~~$0.6~~$1.3

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million, or 6%7%, for the three months ended ~~September 30, 2020~~March 31, 2021 as compared to the three months ended ~~September 30, 2019,~~March 31, 2020, due mainly to a ~~13%~~9% decrease in Trio® tons sold. Our cost of goods sold for the Oilfield Solutions Segment ~~decreased $0.5~~increased $0.9 million, or ~~12%~~29%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the three months ended ~~September 30, 2019. This decrease was due mainly to incurring less water transfer costs during the third quarter~~March 31, 2020, ~~compared to the third quarter 2019,~~ 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 ~~less~~a majority of our water ~~during~~from water rights on our South ranch, while in the ~~third~~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 ~~the third quarter of 2019.~~sales from our Pecos and Caprock water rights.

Gross Margin

During the ~~third~~first quarter of ~~2020,~~2021, we generated a ~~negative~~ gross margin of ~~$0.3~~$9.1 million compared to a ~~positive~~ gross margin of ~~$6.9~~$5.6 million during the third quarter of 2019, driven by a 26% decrease in sales in third quarter 2020 sales compared to third quarter 2019 sales, as discussed above. Our gross margin for our potash segment decreased $3.2 million during third quarter of 2020 compared to the thirdfirst quarter of 2020, due to ~~lower potash average net realized sales price per ton. Our oilfield solutions segment gross margin decreased $3.8 million during~~ the third quarter of 2020 compared to the third quarter of 2019, as the negative economic effects on the oil and gas industry due to the Covid-19 pandemic resulted in a 58% decrease in oilfield segment sales.factors discussed above.

Selling and Administrative Expense

During the ~~third~~first quarter of ~~2020,~~2021, our selling and administrative expenses ~~increased $1.2~~decreased $0.8 million, or ~~22%~~12%, as compared to the ~~third~~first quarter ~~2019.~~of 2020. The ~~increase~~decrease was due mainly to increased legal costs ~~associated with protests over~~incurred in the ~~validity of certain of our water rights and costs incurred to permit certain water rights at our Intrepid South property.~~

~~Interest Expense~~

~~During the third~~first quarter of 2020 ~~our interest expense increased $1.6 million as compared to the third quarter 2019. The increase was due to the $1.9 million make-whole payment we incurred~~ related to the ~~early pay-off of our Series C Notes in July 2020. The increase was partially offset by having paid-off the principal balance at maturity on our Series A Notes in April 2020.~~

~~Net Income~~

~~We generated a net loss of $10.2 million for the three months ended September 30, 2020, compared to a net loss of $0.2 million in the same period in 2019, due to the factors discussed above.~~

~~Consolidated Results for the Nine Months Ended September 30, 2020, and 2019~~

Our total sales for the nine months ended September 30, 2020, decreased $22.7 million or 13%, as compared to the nine months ended September 30, 2019. Our potash sales during the first nine months of 2020 decreased $15.8 million, or 19%, compared to the first nine months of 2019, as we sold 8% fewer tons of potash combined with an 12% decrease in our average net realized sales price per ton. We sold 70% fewer tons of potash into the industrial market in 2020 compared to 2019, as the negative economic impacts from the COVID-19 pandemic reduced oil and gas drilling activities. Our average net realized sales price per ton declined in 2020 as competitors announced price decreases in January 2020 for a winter-fill program and announced further price decreases in June 2020 for a summer-fill program.

~~Our Trio~~® ~~sales increased $1.2 million or 2% during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. We sold 4% more tons of Trio~~® ~~during the first nine months of 2020 compared to the first nine months of 2019, but our Trio~~® ~~average net realized sales price per ton decreased 2%. Our increase in Trio~~® tons sold was driven by increased domestic sales during the first nine months of 2020, compared to the first nine months of 2019, as we focused our sales on the higher priced domestic market. Our competitor announced price decreases in January 2020 related to a winter-fill program and further price decreases in June 2020 related to a summer-fill program, which lower our average net realized sales price per ton during 2020.

Water sales, excluding byproduct water sales, decreased $3.1 million, or 23%, in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. Our 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 remainder of 2020 as a result of the COVID-19 pandemic.

Our sales of other oilfield solution segment offerings, including high-speed potash mixing services, caliche, brine water, right-of-way agreements, surface damages and easements, decreased $0.9 million in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. This decrease was due to a $1.2 million decrease in sales of high-speed potash mixing services, partially offset by a $0.3 million increase in surface damages and easements revenue. The decrease in high-speed potash mixing services is due to the negative economic effects of the COVID-19 pandemic which have reduced the demand for oil and decreased oil production activities. The increase in surface damages and easements revenue is

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~~due to operating Intrepid South for nine months in 2020 compared to five months in 2019, as the assets at Intrepid South were purchased in May 2019.~~

Our total byproduct sales decreased $4.1 million, or 23%, for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019. Our byproduct salt sales decreased $2.5 million, or 29%, for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, as salt availability improved in certain regions of the country reducing our geographic footprint for salt sales. Our byproduct brine water sales and our byproduct water sales decreased $0.9 million, and $0.5 million, respectively, during the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, due the decrease in oil and gas drilling activities resulting from the negative economic effects of the COVID-19 pandemic.

~~Cost of Goods Sold~~

~~Our cost of goods sold increased $4.7 million, or 5%, during the first nine months of 2020 compared to the first nine months of 2019. Our Trio~~® ~~cost of goods sold increased $7.4 million, or 22% during the nine months ended September 30 2020, compared to the same period in 2019, as Trio~~® ~~sales volumes increased 4% and we reduced production of Trio~~® tons by 15% 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 nine months ended September 30, 2020, compared to the same period in 2019. Our Trio~~® ~~premium has a higher per ton carrying cost than our other Trio~~® ~~products.~~

Our potash cost of goods sold decreased $3.7 million, or 6%, for the nine months ended September 30, 2020, compared to the same period in 2019, due to selling 8% fewer potash tons in the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019.

Our oilfield solutions cost of goods sold decreased 3%, or $0.3 million, for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, as reduced expense related to our high-speed mixing service was partially offset by increased water transfer expense and increased depreciation expense as we acquired the Intrepid South assets in May 2019.

~~Gross Margin~~

During the first nine months of 2020, we generated a gross margin of $4.7 million compared to a gross margin of $33.3 million for the first nine months of 2019. Our decrease in gross margin was driven by an 12% decrease in average net realized sales price per ton for potash, a 20% decrease in total water sales, and a 5% increase in cost of goods sold, as discussed above. Additionally, during the first nine months of 2020, we recorded $4.0 million of lower of cost or net realizable value inventory adjustments due to declining potash and Trio® ~~prices, compared to $1.5 million for same period in 2019.~~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 Note 14 - Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements in Part I~~first quarter of ~~this Quarterly Report.~~2021.

~~Selling and Administrative~~Interest Expense

During the first ~~nine months~~quarter of ~~2020, selling and administrative expenses increased 13%~~2021, our interest expense decreased $0.4 million as compared to the first ~~nine months~~quarter of ~~2019. The increase was mainly~~2020 due to ~~increased legal costs associated with~~ the ~~settlement agreement with Mosaic as discussed above, and increased legal costs related to protests over the validity of certain~~retirement at maturity of our ~~water rights~~Series A Notes in April 2020 and ~~to permit certain water rights at~~the early repayment of our ~~Intrepid South property.~~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 ~~$26.4 million for the nine months ended September 30, 2020, compared to net income of $11.5~~$7.4 million in the same period in ~~2019,~~2020, due to the factors discussed above.

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Potash Segment


		Three Months Ended September 30,				Nine Months Ended September 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	$	22,187	$	29,213	$	80,504	$	99,090	Sales1	$	43,578	$	33,791
Less: Freight costs	Less: Freight costs	3,973		4,728		12,700		14,110		Less: Freight costs	5,700		5,441
Warehousing and handling costs	Warehousing and handling costs	1,173		1,190		3,673		3,776		Warehousing and handling costs	1,456		1,296
Cost of goods sold	Cost of goods sold	14,928		18,707		55,298		59,024		Cost of goods sold	27,749		22,720
Lower of cost or net realizable value inventory adjustments		760		—		1,130		—

Gross Margin	Gross Margin	$	1,353	$	4,588	$	7,703	$	22,180	Gross Margin	$	8,673	$	4,334
Depreciation, depletion, and amortization incurred2	Depreciation, depletion, and amortization incurred2	$	6,430	$	6,048	$	19,485	$	18,963	Depreciation, depletion, and amortization incurred2	$	7,178	$	7,312

Potash sales volumes (in tons)	Potash sales volumes (in tons)	66		78		239		261		Potash sales volumes (in tons)	117		99
Potash production volumes (in tons)	Potash production volumes (in tons)	61		51		202		217		Potash production volumes (in tons)	113		137

Average potash net realized sales price per ton3	Average potash net realized sales price per ton3	$	238	$	266	$	251	$	285	Average potash net realized sales price per ton3	$	282	$	255

1 Sales include sales of byproducts which were ~~$3.6~~$5.8 million and ~~$5.0~~$4.0 million for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $10.6 million and $14.3 million for the nine months ended September 30, 2020, and 2019,~~ respectively.

2 Depreciation, 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 ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~

Potash segment sales in the ~~third~~first quarter of ~~2020 decreased~~2021 increased compared to the same period in ~~2019,~~2020, due to ~~a 15% decrease~~an 18% increase in sales volume, aan 11% ~~decrease~~increase in our average net realized sales price per ton and a ~~$1.4~~$1.8 million ~~decrease~~increase in byproduct sales. Agricultural sales volumes ~~decreased~~increased in the ~~third~~first quarter of 2021 compared to the first quarter of 2020, ~~compared to the third quarter of 2019,~~ as ~~we sold fewer tons into the summer-fill program than during the previous year. We also sold fewer tons into the industrial market.~~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~~fourth quarter of ~~2019, the winter-fill program announced in January~~ 2020 and the summer-fill program announced in June 2020, and due to lower industrial sales volume. Reduced oil and gas activity also led to a reduction in byproduct water and brine sales in 2020, compared to 2019. Salt sales decreased compared to 2019 as salt availability improved in certain regionsfirst quarter of ~~the country which reduced our sales footprint.~~2021. Magnesium chloride sales improved ~~$0.2~~$1.3 million compared to the ~~third~~first quarter of ~~2019~~2020 as ~~above average~~good evaporation during the summer of 2020 improved product ~~availability.~~availability compared to the prior year in which production was significantly reduced due to wet weather during the 2019 evaporation season.

Potash segment freight expense ~~decreased $0.8~~increased $0.3 million, or ~~16%~~5%, in the ~~third~~first quarter of ~~2020,~~2021, compared to the ~~third~~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 20%~~increased 22% in the ~~third~~first quarter of ~~2020,~~2021, compared to the same period in ~~2019,~~2020, due to ~~a 15% decrease~~an 18% increase in potash sales volume.

Potash production ~~increased 20%~~decreased 18% compared to the ~~third~~first quarter of ~~2019 as good evaporation during the summer of~~ 2020 ~~allowed for an earlier start~~due to ~~the production season~~lower brine grade at our ~~Wendover facility.~~HB facility and reduced run days at our Moab plant as we increased salt production to meet first quarter demand.

Our potash segment gross margin ~~decreased $3.2~~increased $4.3 million in the ~~third~~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, decreased potash sales volumes, and a decrease in byproduct sales.~~

~~Table of Contents~~

~~Nine Months Ended September 30, 2020, and 2019~~

Potash segment sales for the nine months ended September 30, 2020 decreased compared to the same period in 2019, due to a 8% decrease in sales volume, an 12% decrease in our average net realized sales price per ton, and a $3.7 million decrease in byproduct sales. Industrial sales volume decreased 70% 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 5% less than prior year as we sold fewer tons into the 2020 summer-fill program than the previous year, partially offset by a 28% increase in tons sold into the feed market. Average net realized sales price per ton was lower due to price decreases announced in the summer of 2019, the winter-fill program announced in January 2020, the summer-fill program announced in June 2020, and 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 third quarter of 2020 which reduced our sales footprint. Magnesium chloride sales were similar to the prior year.

Potash segment freight expense decreased $1.4 million, or 10%, in the first nine months of 2020, compared to the first nine 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 decreased 6% compared to the prior year mainly due to reduced sales volumes.~~

Potash production decreased 7% in the first nine months of 2020 compared to the first nine months of 2019 due to reduced evaporation during the 2019 evaporation season, which limited our production in the spring of 2020. This was offset by good evaporation during the summer of 2020, particularly at our Utah facilities, which allowed for an earlier start to the production season at our Wendover facility and partially reduced the year-to-date variance.

Our potash segment gross margin decreased $14.5 million in the first nine months of 2020, compared to the same period in 2019, due to the decrease in average net realized sales price per ton, 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 nine months ended ~~September 30, 2020,~~March 31, 2021, and ~~2019:~~2020:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2020	2019	2020	2019		2021	2020
Agricultural	Agricultural	77%	81%	79%	76%	Agricultural	86%	81%
Industrial	Industrial	2%	6%	4%	12%	Industrial	2%	5%
Feed	Feed	21%	13%	17%	12%	Feed	12%	14%

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Trio® Segment


		Three Months Ended September 30,				Nine Months Ended September 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	$	12,890	$	14,637	$	54,722	$	53,881	Sales1	$	23,694	$	22,581
Less: Freight costs	Less: Freight costs	3,878		3,996		15,950		15,502		Less: Freight costs	6,440		6,548
Warehousing and handling costs	Warehousing and handling costs	1,142		972		3,611		2,852		Warehousing and handling costs	1,176		1,608
Cost of goods sold	Cost of goods sold	8,754		9,315		40,405		32,988		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	464		1,462		2,885		1,462		Lower of cost or net realizable value inventory adjustments	—		550

Gross (Deficit) Margin	Gross (Deficit) Margin	$	(1,348)	$	(1,108)	$	(8,129)	$	1,077	Gross (Deficit) Margin	$	(70)	$	(3,555)
Depreciation, depletion, and amortization incurred2	Depreciation, depletion, and amortization incurred2	$	1,531	$	1,517	$	4,556	$	4,595	Depreciation, depletion, and amortization incurred2	$	1,507	$	1,508

Sales volumes (in tons)	Sales volumes (in tons)	40		46		180		173		Sales volumes (in tons)	69		76
Production volumes (in tons)	Production volumes (in tons)	55		54		155		183		Production volumes (in tons)	56		50

Average Trio® net realized sales price per ton3	Average Trio® net realized sales price per ton3	$	189	$	204	$	197	$	201	Average Trio® net realized sales price per ton3	$	233	$	193

1 Sales include sales of byproducts which were ~~$1.4~~$1.2 million and ~~$1.3~~$1.4 million for the three months ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019, respectively, and $3.2 million and $3.6 million for the nine months ended September 30, 2020, and 2019,~~ respectively.

2 Depreciation, 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 ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~

Trio® segment sales ~~decreased 12%~~increased 5% for the three months ended ~~September 30, 2020,~~March 31, 2021, as compared to the same period in ~~2019.~~2020. The ~~decrease~~increase was primarily due to a ~~13%~~21% increase in average net realized sales price per ton, partially offset by a 9% decrease in Trio® tons ~~sold and a 7% decrease in average net realized sales price per ton.~~sold. Sales volumes decreased as we continued to sell fewer tons into international markets as we focus on the higher priced domestic market. Our Trio® average net realized sales price per ton ~~decreased during the third quarter of 2020 as compared to the third quarter of 2019~~increased due to ~~decreased~~higher pricing announced during the ~~summer-fill program.~~fourth quarter of 2020 and 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 3%2% in the ~~third~~first quarter of ~~2020,~~2021, compared to the ~~third~~first quarter of ~~2019,~~2020, due to the decrease in total sales 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 decreased 6%7% in the ~~third~~first quarter of 2021, compared to the first quarter of 2020, ~~compared~~due mainly to ~~the third quarter of 2019 as increased per-ton production costs were offset by reduced~~a 9% decrease in sales volumes. ~~During~~

In the ~~third~~first quarter of 2020, we ~~continued to run at reduced production rates to manage inventory levels.~~

We recorded a ~~$0.5~~$0.6 million lower of cost or net realizable value of inventory ~~adjustment~~adjustments due to reduced production rates that increased our per-ton cost of ~~production. We recorded a $1.5 million~~production combined with lower ~~of cost or net realizable value inventory adjustment in the third quarter of 2019 on product moved to an off-site warehouse for a future international shipment.~~overall price levels.

Our Trio® production volume increased 2%12% in the ~~third~~first quarter of ~~2020,~~2021, compared to the ~~third~~first quarter of ~~2019,~~2020, as we converted more tons of work-in-process inventory to premium Trio®.

Our Trio® segment generated a negative gross margin of ~~$1.3~~$0.1 million in the ~~third~~first quarter of ~~2020,~~2021, compared to a negative gross margin of ~~$1.1 million in the third quarter of 2019, due to the factors discussed above.~~

~~Table of Contents~~

~~Nine Months Ended September 30, 2020, and 2019~~

~~Trio~~® ~~segment sales increased 2% for the nine months ended September 30, 2020, as compared to the same period in 2019. The increase was primarily due to a 4% increase in Trio~~® ~~tons sold, offset partially by reduced byproduct sales of water and salt, and a lower average net realized sales price for Trio~~®~~. Increased sales volume was a result of strong domestic sales offset by a decrease in international sales volume. Our Trio~~® ~~average net realized sales price per ton decreased compared to the prior period due to the price decreases related to the summer-fill program announced in June 2020.~~

~~Trio~~® freight costs increased 3% in the first nine months of 2020, compared to the first nine months of 2019, due to the increase in total sales 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 22% in the first nine months of 2020, compared to the first nine months of 2019. During the first nine months of 2020, sales volume increased 4% and we operated at reduced rates to manage inventory levels and experienced increased losses in our pelletization process, both which led to higher per-ton carrying costs. Also, in the first nine 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 $2.9 million lower of cost or net realizable value inventory adjustment in the first nine 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 until midway through the fourth quarter of 2020.~~

~~Our Trio~~® ~~production volume decreased 15% compared to the first nine months of 2019, due to reduced production rates, fewer tons of work-in-process inventory converted to premium Trio~~®~~, and increased losses in our pelletization process.~~

~~Our Trio~~® ~~segment generated a negative gross margin of $8.1~~$3.6 million in the first ~~nine months~~quarter of 2020, ~~compared to a gross margin of $1.1 million in the first nine months of 2019,~~ 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 nine~~ months ended ~~September 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 September 30, 2020 88% 12%
For the Nine Months Ended September 30, 2020 84% 16%
For the Three Months Ended September 30, 2019 86% 14%
For the Nine Months Ended September 30, 2019 77% 23%


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

Table of Contents

Oilfield Solutions Segment


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2021		2020
Sales	Sales	$	3,050	$	7,310	$	13,539	$	19,574	Sales	$	4,253	$	7,741
Less: Freight costs		—		—		—		861

Cost of goods sold	Cost of goods sold	3,363		3,841		8,397		8,682		Cost of goods sold	3,748		2,897

Gross (Deficit) Margin		$	(313)	$	3,469	$	5,142	$	10,031
Gross Margin										Gross Margin	$	505	$	4,844
Depreciation, depletion, and amortization incurred	Depreciation, depletion, and amortization incurred	$	657	$	747	$	1,945	$	1,170	Depreciation, depletion, and amortization incurred	$	688	$	632

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

Our oilfield solutions segment sales decreased ~~$4.3~~$3.5 million in the ~~third~~first quarter of ~~2020,~~2021, compared to the same period in ~~2019,~~2020, mainly due to a ~~$3.5~~$3.3 million decrease in water ~~sales and a $0.8 million decrease in sales of other oilfield products and services.~~sales. Our oilfield solutions water sales and sales of other oilfield products and services decreased as the COVID-19 pandemic reduced ~~oil prices and reduced oil and gas completion activity. We expect the COVID-19 pandemic and related global economic conditions will reduce sales of water and other~~ oilfield ~~products and services through at least the fourth quarter~~

~~Table of Contents~~

~~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 ~~decreased 12%~~increased 29%, or ~~$0.5~~$0.9 million for the three months ended ~~September 30, 2019,~~March 31, 2021, compared to the three months ended ~~September 30,~~March 31, 2020, primarily a result of ~~reduced~~increased third-party water ~~transfer expense.~~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 ~~September 30, 2020,~~March 31, 2021, decreased ~~$3.8~~$4.3 million compared to the prior year, due to the factors discussed above.

~~Nine Months Ended September 30, 2020, and 2019~~

Our oilfield solutions segment sales decreased $6.0 million in the first nine months of 2020, compared to the same period in 2019, mainly due to a $3.1 million decrease in water sales and a $2.0 million decrease in potash used in our high-speed mixing service. Our oilfield solutions water and potash sales decreased the COVID-19 pandemic pressured oil prices and reduced oil and gas completion activity. 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 decreased 3%, or $0.3 million, for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, as reduced expense related to our high-speed mixing service was offset by increased water transfer expense and increased depreciation expense as we acquired the Intrepid South assets in May 2019.

~~Gross margin decreased $4.9 million for the first nine months of 2020, compared to the first nine months of 2019, 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 ~~50%~~35% in the ~~third~~first quarter of ~~2020~~2021 compared to the ~~third~~first quarter of ~~2019~~2020. Rig counts, oil pricing, and ~~20% for~~oilfield activity have increased from the ~~first nine months~~summer of 2020 ~~compared to~~and we expect oilfield activity will improve as the ~~same period in 2019. We expect our water sales~~year continues, although economic uncertainty and ~~sales of other products~~the potential for future restrictions enacted by state and ~~services offered through our oilfield solutions segment will continue to be negatively impacted through at least the fourth quarter of 2020, due to the continued economic effects of~~local governments resulting from the COVID-19 ~~pandemic.~~pandemic may negatively impact oilfield activity.

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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 nine~~ months ended ~~September 30,~~March 31, 2021, and 2020, our average royalty rate was ~~5.1% and 4.8%. For the three and nine months ended September 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 ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ was 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 months ended ~~September 30, 2020~~March 31, 2021 we incurred no income tax expense and for the ~~nine months ended September 30, 2020 we recognized an immaterial amount of income tax benefit. For the~~ three months ended ~~September 30, 2019, we incurred no income tax expense and for the nine months ended September 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.

As of ~~September 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 ~~September 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.

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Capital Investments

During the first ~~nine~~three months of ~~2020,~~2021, cash paid for property, plant, equipment, mineral properties, intangible and other assets was ~~$14.1~~$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 full year 2020 investment will be at the low end of the previously disclosed~~estimate. We anticipate spending approximately $12 million to $15 million ~~to $20 million range, excluding~~on sustaining capital projects in 2021, with the ~~equity~~remainder of our estimated spending on opportunity projects. We have significant discretion over our opportunity capital investments in 2021 and we may adjust our investment ~~discussed above.~~plans as our expectations for 2021, particularly those expectations affected by the 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 ~~September 30, 2020,~~March 31, 2021, we had cash of ~~$9.3~~$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 Senior Notes. In July 2020, we reached an agreement with our noteholders to repay our Series C Senior 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, 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. We were required to begin monthly payments of principal and interest in the amount of $0.6 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 used the funds exclusively for allowed payroll, benefits and 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 ended in 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 ~~nine~~three months ended ~~September 30,~~March 31, 2021, and 2020 ~~and 2019~~ (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows provided by operating activities	Cash flows provided by operating activities	$	18,487	$	37,617	Cash flows provided by operating activities	$	19,109	$	14,771
Cash flows used in investing activities	Cash flows used in investing activities	$	(12,801)	$	(76,753)	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	$	(17,001)	$	19,091	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.

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~~Operating Activities~~

Total cash provided by operating activities through September 30, 2020, was $18.5 million, a decrease of $19.1 million compared with the first nine months of 2019. The decrease was mainly driven by the litigation settlement paid in May 2020 and decreased potash net realized sales price.

Investing Activities

Total cash used in investing activities ~~decreased~~increased by ~~$64.0~~$1.4 million in the first ~~nine~~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~~2020. Cash used for capital investments decreased ~~$3.4~~by $3.3 million ~~in the first nine months of 2020,~~ compared to the first ~~nine 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 ~~$36.1~~$10.2 million in the first nine 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 and $16.9 million, including the make-whole payment, paid to retire our Series C Senior Notes in July 2020. Also, during the nine months ended September 30, 2020,as we ~~borrowed an~~did not make any additional ~~$10.0 million under our credit facility and received $10.0 million under the CARES Act Paycheck Protection Program. During the nine months ended September 30, 2019, we made net~~ borrowings under our credit facility ~~of $19.8 million.~~

~~We routinely review the creditworthiness of our customers and make decisions to limit our exposure whenever possible. During~~during the first ~~nine months~~quarter of ~~2019, we saw an increase~~2021, as compared to $10 million in ~~delinquencies from~~additional borrowings under our ~~smaller customers that purchase water and brine at our truck stations. These smaller customers mainly serve oil and gas exploration companies and~~credit facility during the ~~COVID-19 pandemic has dramatically decreased oil and gas drilling activity. We have not seen an increase in delinquencies from our larger water customers, who take delivery~~first quarter of water via pipeline or directly from our storage ponds or points of diversion, and are generally well-capitalized. We have also not seen an increase in the account receivable delinquencies 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.2020.

Senior Notes—As of ~~September 30, 2020,~~March 31, 2021, we had outstanding $15 million of Series B Senior Notes, due on April 14, 2023.

In April 2020, we repaid our Series A Senior Notes ($20 million) at maturity. In July 2020, we repaid our Series C Senior Notes. As part of the repayment, 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:

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the Series B Senior B Notes, each of which includes earnings before interest, taxes, depreciation and amortization ("EBITDA") as a component. Our EBITDA calculation for the nine months ended September 30, 2020 has decreased from historical levels due to the economic contraction related to the COVID-19 pandemic. If we continue to experience decreased EBITDA amounts in future quarters, we may violate our debt covenants and may need to work with our lenders to address the non-compliance. EBITDA in all periods excludes deferred revenue as we have not satisfied the performance obligation to recognize the deferred revenue as revenue, as discussed in Note 11 - Revenue. As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable covenants under the Series B Senior Notes.

~~During~~ For the ~~nine~~three months ended ~~September 30, 2020, our cash position has benefited from $9.9 million in cash payments for future water deliveries under a long-term contract~~March 31, 2021, and ~~cash payments at~~ the Intrepid South ranch, which we will recognize as revenue over the life of certain contracts. Under our water contract, a customer is obligated to pay us $3.9 million each quarter regardless of the actual water delivered. Because the customer did not take delivery of the water and is owed future barrels, this cash is not considered in our EBITDA calculation although it has improved our liquidity position.

~~Table of Contents~~

~~For both the nine~~three months ended ~~September 30,~~March 31, 2020, ~~and the nine months ended September 30, 2019,~~ 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 ~~Series B Senior Notes~~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.

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


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Notes and Payroll Protection Loan	Notes and Payroll Protection Loan	$	25,000	$	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	(10,000)		(20,000)		Less current portion of long-term debt	(10,000)		(10,000)
Less deferred financing costs	Less deferred financing costs	(82)		(247)		Less deferred financing costs	(66)		(74)
Long-term debt, net	Long-term debt, net	$	14,918	$	29,753	Long-term debt, net	$	14,912	$	14,926

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 ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we ~~borrowed $10 million~~made no borrowings and we made no repayments under the facility. As of ~~September 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 ~~$30.0~~$35.0 million available to be borrowed under the facility as of ~~September 30, 2020. We were in compliance with the applicable covenants under the facility as of September 30, 2020.~~March 31, 2021.

~~During the nine months ended September 30, 2019, we had $30.3 million borrowings under the facility and made $10.5 million in repayments.~~

During the nine months ended September 30, 2020, our cash position has benefited from $9.9 million in cash payments for future water deliveries under a long-term contract and cash payments at the Intrepid South ranch, which we will recognize as revenue over the life of certain contracts. Under our water contract, a customer is obligated to pay us $3.9 million each quarter regardless of the actual water delivered. Because the customer did not take delivery of the water and is owed future barrels, this cash is not considered in our EBITDA calculation although it has improved our liquidity position.

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

As of ~~October~~April 30, ~~2020,~~2021, we had $29.8 million of borrowings, $1.0 million in outstanding letters of credit under the facility, and approximately ~~$11.1~~$46.0 million in cash. Including the outstanding letters of credit, we had ~~$30.0~~$35.0 million available to be borrowed under the facility.

PPP Loan—In April 2020, we 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. We were required to begin monthly payments of principal and interest in the amount of $0.6 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 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, ended in early 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 ~~September 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 adopting ASC 326 on January 1, 2020, as discussed in Note 2 to the condensed consolidated financial statements, thereWe have ~~been no~~not made any significant changes to our critical accounting policies since December 31, ~~2019.~~2020.

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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 nine~~ months ended ~~September 30, 2020,~~March 31, 2021, and ~~2019:~~2020:


		Three Months Ended September 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	$	22,187			$	12,890	$	29,213			$	14,637	Total Segment Sales			$	43,578			$	23,694	$	33,791	$	22,581
Less: Segment byproduct sales	Less: Segment byproduct sales	3,612				1,449		4,971				1,267		Less: Segment byproduct sales			5,784				1,180		3,973		1,380
Freight costs	Freight costs	2,891				3,878		3,478				3,996		Freight costs			4,809				6,440		4,540		6,534
Subtotal	Subtotal	$	15,684			$	7,563	$	20,764			$	9,374	Subtotal			$	32,985			$	16,074	$	25,278	$	14,667

Divided by:	Divided by:													Divided by:
Tons sold	Tons sold	66				40		78				46		Tons sold			117				69		99		76
Average net realized sales price per ton	Average net realized sales price per ton	$	238			$	189	$	266			$	204	Average net realized sales price per ton			$	282			$	233	$	255	$	193

		Nine Months Ended September 30,
		2020						2019
(in thousands, except per ton amounts)		Potash				Trio®		Potash				Trio®

Total Segment Sales				$	80,504					$	54,722				$	99,090			$	53,881
Less: Segment byproduct sales		10,562				3,248		14,283				3,598
Freight costs		10,021				15,935		10,325				15,503
Subtotal		$	59,921			$	35,539	$	74,482			$	34,780

Divided by:
Tons sold		239				180		261				173
Average net realized sales price per ton		$	251			$	197	$	285			$	201

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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 ~~September 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 ~~September 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 ~~September 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.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

For information regarding litigation, other disputes and regulatory proceedings see Part I - Item1. Financial Statements, Note 14 - Commitments and Contingencies.

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.

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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 and third quarters of 2020, measures designed to contain the spread of COVID-19 had a negative impact on the global economy. Oil demand decreased and, as a result, we saw a significant decline in oil and gas activity near our Carlsbad, New Mexico operations. 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, liquidity position and ability to maintain compliance with our debt covenants.

While certain COVID-19 containment measures were eased or lifted during the third quarter of 2020, businesses and individuals remained cautious. Even with the easing of COVID-19 containment measures, we have not seen oil and gas activity return to pre-pandemic levels. Outbreaks of COVID-19 cases slowed during the summer, but a resurgence in COVID-19 cases may result in additional containment measures or reinstatement of other containment measures that were in place earlier in 2020. If expanded containment measures are deemed necessary to mitigate the public health effects of the COVID-19 pandemic, we would likely experience reduced demand for water and other oilfield related products and services.

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.

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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
July 1, 2020, through July 30, 2020		120	8.49		—	N/A
August 1, 2020, through August 31, 2020		29	$	12.46	—	N/A
September 1, 2020, through September 30, 2020		—	$	—	—	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	149	$	9.26	—	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.

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ITEM 6.EXHIBITS


Exhibit No.						Description


3 .13.1						Certificate of Amendment to the Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Exhibit 3.1 of our current Report on Form 8-K filed on August 14, 2020).

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

31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*

32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

95.1						Mine Safety Disclosure Exhibit.*

101.INS						XBRL Instance Document.*

101.SCH						XBRL Taxonomy Extension Schema.*

101.CAL						XBRL Extension Calculation Linkbase.*

101.LAB						XBRL Extension Label Linkbase.*

101.PRE						XBRL Extension Presentation Linkbase.*

101.DEF						XBRL Extension Definition Linkbase.*

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

* Filed herewith.

** Furnished herewith.

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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: ~~November 3, 2020~~May 4, 2021						/s/ Robert P. Jornayvaz III
						Robert P. Jornayvaz III - Executive Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)




Dated: ~~November 3, 2020~~May 4, 2021						/s/ Matthew D. Preston
						Matthew D. Preston - Vice President - Finance (Principal Financial Officer and Principal Accounting Officer)

4841


Three Months Ended September 30, 2020	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	22,187	$	12,890	$	3,050	$	(49)	$	38,078
Less: Freight costs	3,973		3,878		0		(49)		7,802
Warehousing and handling costs	1,173		1,142		0		0		2,315
Cost of goods sold	14,928		8,754		3,363		0		27,045
Lower of cost or net realizable value inventory adjustments	760		464		0		—		1,224

Gross Margin (Deficit)	$	1,353	$	(1,348)	$	(313)	$	0	$	(308)
Depreciation, depletion, and amortization incurred1	$	6,430	$	1,531	$	657	$	210	$	8,828

Nine Months Ended September 30, 2020	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	80,504	$	54,722	$	13,539	$	(253)	$	148,512
Less: Freight costs	12,700		15,950		0		(253)		28,397
Warehousing and handling costs	3,673		3,611		0		0		7,284
Cost of goods sold	55,298		40,405		8,397		0		104,100
Lower of cost or net realizable value inventory adjustments	1,130		2,885		0		—		4,015

Gross Margin (Deficit)	$	7,703	$	(8,129)	$	5,142	$	0	$	4,716
Depreciation, depletion, and amortization incurred1	$	19,485	$	4,556	$	1,945	$	632	$	26,618

Three Months Ended September 30, 2019	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	29,213	$	14,637	$	7,310	$	0	$	51,160
Less: Freight costs	4,728		3,996		0		—		8,724
Warehousing and handling costs	1,190		972		0		0		2,162
Cost of goods sold	18,707		9,315		3,841		0		31,863
Lower of cost or net realizable value inventory adjustments	—		1,462		0		—		1,462

Gross Margin (Deficit)	$	4,588	$	(1,108)	$	3,469	$	0	$	6,949
Depreciation, depletion, and amortization incurred1	$	6,048	$	1,517	$	747	$	202	$	8,514

Nine Months Ended September 30, 2019	Potash		Trio®		Oilfield Solutions		Other		Consolidated
Sales	$	99,090	$	53,881	$	19,574	$	(1,319)	$	171,226
Less: Freight costs	14,110		15,502		861		—		30,473
Warehousing and handling costs	3,776		2,852		0		0		6,628
Cost of goods sold	59,024		32,988		8,682		(1,319)		99,375
Lower of cost or net realizable value inventory adjustments	—		1,462		0		—		1,462

Gross Margin	$	22,180	$	1,077	$	10,031	$	0	$	33,288
Depreciation, depletion and amortization incurred1	$	18,963	$	4,595	$	1,170	$	605	$	25,333


	United States	Export
For the Three Months Ended September 30, 2020	88%	12%
For the Nine Months Ended September 30, 2020	84%	16%

For the Three Months Ended September 30, 2019	86%	14%
For the Nine Months Ended September 30, 2019	77%	23%