Intrepid Potash - 10-Q quarterly report FY2019 Q2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2019
or
¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______

Commission File Number: 001-34025

INTREPID POTASH, INC.

(Exact Name of Registrant as Specified in its Charter)



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

(303) 296-3006

(Registrant’s telephone number, including area code)

N/A

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

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



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IPI	New York Stock Exchange

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

As of July 31, 2019, the registrant had outstanding 131,967,326 shares of common stock, par value $0.001 per share.

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INTREPID POTASH, INC.

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	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	5
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	31
ITEM 4. Controls and Procedures	31
PART II - OTHER INFORMATION	33
ITEM 1. Legal Proceedings	33
ITEM 1A. Risk Factors	33
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3. Defaults upon Senior Securities	33
ITEM 4. Mine Safety Disclosures	34
ITEM 5. Other Information	34
ITEM 6. Exhibits	34
Signatures	35

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PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)



	June 30,			December 31,
	2019			2018
ASSETS
Cash and cash equivalents	$	15,508		$	33,222
Accounts receivable:
Trade, net	24,553			25,161
Other receivables, net	1,729			597
Inventory, net	82,200			82,046
Prepaid expenses and other current assets	3,294			4,332
Total current assets	127,284			145,358

Property, plant, equipment, and mineral properties, net	388,157			346,209
Long-term parts inventory, net	29,783			30,031
Intangible Assets	15,892			2,311
Other assets, net	6,533			1,322
Total Assets	$	567,649		$	525,231
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Trade	$	6,440		$	9,107
Related parties	28			28
Income taxes payable	816			914
Accrued liabilities	10,507			8,717
Accrued employee compensation and benefits	5,973			4,124
Advances on credit facility	20,000			—
Current portion of long-term debt	20,000			—
Other current liabilities	15,010			11,891
Total current liabilities	78,774			34,781

Long-term debt, net	29,697			49,642
Asset retirement obligation	23,909			23,125
Operating lease liabilities	3,827			—
Other non-current liabilities	420			420
Total Liabilities	136,627			107,968
Commitments and Contingencies
Common stock, $0.001 par value; 400,000,000 shares authorized;
129,170,282 and 128,716,595 shares outstanding
at June 30, 2019, and December 31, 2018, respectively	129			129
Additional paid-in capital	651,195			649,202
Retained deficit	(220,302		)	(232,068		)
Total Stockholders' Equity	431,022			417,263
Total Liabilities and Stockholders' Equity	$	567,649		$	525,231

See accompanying notes to these condensed consolidated financial statements.

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INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Sales	$	62,512		$	55,176		$	120,066		$	112,495
Less:
Freight costs	11,293			9,789			21,749			20,272
Warehousing and handling costs	2,230			2,603			4,466			4,877
Cost of goods sold	35,818			35,422			67,512			72,079
Lower of cost or net realizable value inventory adjustments	—			76			—			781
Gross Margin	13,171			7,286			26,339			14,486

Selling and administrative	6,355			6,190			12,162			10,160
Accretion of asset retirement obligation	417			417			834			834
Care and maintenance expense	65			118			214			247
Other operating (income) expense	(83		)	703			288			869
Operating Income (Loss)	6,417			(142		)	12,841			2,376

Other Income (Expense)
Interest expense, net	(806		)	(878		)	(1,409		)	(1,756		)
Interest income	—			—			—			99
Other income	—			62			334			80
Income Before Income Taxes	5,611			(958		)	11,766			799

Income Tax Expense	—			—			—			—
Net Income (Loss)	$	5,611		$	(958	)	$	11,766		$	799

Weighted Average Shares Outstanding:
Basic	128,896			127,861			128,813			127,762
Diluted	131,043			127,861			130,985			130,966
Earnings Per Share:
Basic	$	0.04		$	(0.01	)	$	0.09		$	0.01
Diluted	$	0.04		$	(0.01	)	$	0.09		$	0.01

See accompanying notes to these condensed consolidated financial statements.

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INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share amounts)



	Six-Month Period Ended June 30, 2019
	Common Stock			Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
	Shares	Amount		Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
Balance, December 31, 2018	128,716,595	$	129	$	649,202		$	(232,068	)	$	417,263
Net income	—	—		—			11,766			11,766
Stock-based compensation	—	—		2,262			—			2,262
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	444,500	—		(278		)	—			(278		)
Exercise of stock options	9,187	—		9			—			9
Balance, June 30, 2019	129,170,282	$	129	$	651,195		$	(220,302	)	$	431,022



	Three-Month Period Ended June 30, 2019
	Common Stock			Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
	Shares	Amount		Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
Balance, March 31, 2019	128,781,031	$	129	$	650,130		$	(225,913	)	$	424,346
Net income	—	—		—			5,611			5,611
Stock-based compensation	—	—		1,231			—			1,231
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	389,251	—		(166		)	—			(166		)
Balance, June 30, 2019	129,170,282	$	129	$	651,195		$	(220,302	)	$	431,022



	Six-Month Period Ended June 30, 2018
	Common Stock			Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
	Shares	Amount		Additional Paid-in Capital			Retained Deficit			Total Stockholders' Equity
Balance, December 31, 2017	127,646,530	$	128	$	645,813		$	(243,851	)	$	402,090
Net income	—	—		—			799			799
Stock-based compensation	—	—		2,294			—			2,294
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	556,158	—		(371		)	—			(371		)
Exercise of stock options	30,254	—		47			—			47
Balance, June 30, 2018	128,232,942	$	128	$	647,783		$	(243,052	)	$	404,859



	Three-Month Period Ended June 30, 2018
	Common Stock			Additional Paid-in Capital			Retained (Deficit)Earnings			Total Stockholders' Equity
	Shares	Amount		Additional Paid-in Capital			Retained (Deficit)Earnings			Total Stockholders' Equity
Balance, March 31, 2018	127,688,437	$	128	$	646,709		$	(242,094	)	$	404,743
Net loss	—	—		—			$	(958	)	(958		)
Stock-based compensation	—	—		1,347			—			1,347
Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting	525,450	—		(309		)	—			(309		)
Exercise of stock options	19,055	—		36			—			36
Balance, June 30, 2018	128,232,942	$	128	$	647,783		$	(243,052	)	$	404,859

See accompanying notes to these condensed consolidated financial statements.

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INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Six Months Ended June 30,
	2019			2018
Cash Flows from Operating Activities:
Net income	$	11,766		$	799
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	16,819			16,075
Accretion of asset retirement obligation	834			834
Amortization of deferred financing costs	137			367
Stock-based compensation	2,262			2,294
Lower of cost or net realizable value inventory adjustments	—			781
Loss (gain) on disposal of assets	39			(84		)
Allowance for doubtful accounts	—			379
Allowance for parts inventory obsolescence	4			15
Changes in operating assets and liabilities:
Trade accounts receivable, net	607			(3,810		)
Other receivables, net	(1,132		)	(1,333		)
Refundable income taxes	—			2,663
Inventory, net	90			12,727
Prepaid expenses and other current assets	1,191			1,428
Accounts payable, accrued liabilities, and accrued employee compensation and benefits	603			(3,197		)
Income tax payable	(98		)	172
Operating lease liabilities	(970		)	—
Other liabilities	(414		)	8,066
Net cash provided by operating activities	31,738			38,176

Cash Flows from Investing Activities:
Additions to property, plant, equipment, mineral properties and other assets	(55,517		)	(8,878		)
Additions to intangible assets	(13,581		)	—
Proceeds from sale of property, plant, equipment, and mineral properties	68			92
Net cash used in investing activities	(69,030		)	(8,786		)

Cash Flows from Financing Activities:
Proceeds from short-term borrowings on credit facility	30,000			13,500
Repayments of short-term borrowings on credit facility	(10,000		)	(17,400		)
Employee tax withholding paid for restricted stock upon vesting	(278		)	(371		)
Proceeds from exercise of stock options	9			47
Net cash provided by (used in) financing activities	19,731			(4,224		)

Net Change in Cash, Cash Equivalents and Restricted Cash	(17,561		)	25,166
Cash, Cash Equivalents and Restricted Cash, beginning of period	33,704			1,549
Cash, Cash Equivalents and Restricted Cash, end of period	$	16,143		$	26,715

Supplemental disclosure of cash flow information
Net cash paid (refunded) during the period for:
Interest	$	1,162		$	1,576
Income taxes	$	98		$	(2,835	)
Accrued purchases for property, plant, equipment, and mineral properties	$	3,174		$	651
Right-of-use assets exchanged for operating lease liabilities	$	6,726		$	—

See accompanying notes to these condensed consolidated financial statements.

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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 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 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 three 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, 2018.

We have indefinite-lived intangible assets, which are not amortized. We test indefinite-lived intangible assets for impairment at least annually on October 1, and more frequently if circumstances require. We recognize an impairment loss whenever the indefinite-lived intangible assets' fair value is less than their carrying value.

We have updated our accounting policies for leases as a result of adopting Accounting Standards Update ("ASU") No. 2016-02, Leases, 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, 2018.

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases, ("ASC Topic 842"), which we adopted on January 1, 2019, using a modified retrospective method, applying the new standard to all leases existing at the date of initial application. We used the effective date as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for dates before January 1, 2019.

The new standard requires lessees to recognize lease assets and liabilities on their balance sheet for those leases classified as operating leases under previous GAAP. These assets and liabilities are recorded generally at the present value of

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the contracted lease payments, using the rate implicit in the lease if known. If the implicit rate is not known, we use our estimated incremental borrowing rate.

We do not account for lease and non-lease components separately and we do not apply the requirements of ASC Topic 842 to short-term leases with a term of one year or less at inception. Lease expense is recognized on a straight-line basis over the lease term.

As a result of adopting the new standard, we recorded operating lease right-of-use ("ROU") assets of $5.9 million and operating lease liabilities of $6.1 million on January 1, 2019.

Pronouncements Issued But Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. This guidance is effective for us for annual and interim periods beginning after December 15, 2019. Because we have historically experienced minimal bad debt expense related to our trade receivables, we do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

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

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Note 3	— EARNINGS PER SHARE

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Net income (loss)	$	5,611	$	(958	)	$	11,766	$	799

Basic weighted-average common shares outstanding	128,896		127,861			128,813		127,762
Add: Dilutive effect of restricted stock	1,305		—			1,340		2,215
Add: Dilutive effect of stock options	842		—			832		989
Diluted weighted-average common shares outstanding	131,043		127,861			130,985		130,966


Basic	$	0.04	$	(0.01	)	$	0.09	$	0.01
Diluted	$	0.04	$	(0.01	)	$	0.09	$	0.01

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



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Anti-dilutive effect of restricted stock	831	3,221	359	—

Anti-dilutive effect of stock options outstanding	1,633	3,587	1,667	1,154

Note 4— CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Total cash, cash equivalents and restricted cash, as shown on the condensed consolidated statements of cash flows are included in the following accounts at June 30, 2019, and 2018 (in thousands):



	June 30, 2019		June 30, 2018
Cash and cash equivalents	$	15,508	$	26,234
Restricted cash included in other current assets	150		—
Restricted cash included in other long-term assets	485		481
Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows	$	16,143	$	26,715

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.

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Note 5— INVENTORY AND LONG-TERM PARTS INVENTORY

The following summarizes our inventory, recorded at the lower of weighted-average cost or estimated net realizable value, as of June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019		December 31, 2018
Finished goods product inventory	$	46,822	$	48,370
In-process mineral inventory	25,052		24,325
Total product inventory	71,874		72,695
Current parts inventory, net	10,326		9,351
Total current inventory, net	82,200		82,046
Long-term parts inventory, net	29,783		30,031
Total inventory, net	$	111,983	$	112,077

Parts inventory is shown net of estimated allowances for obsolescence of $1.1 million and $1.7 million as of June 30, 2019, and December 31, 2018, 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 charges of $0.1 million and $0.8 million for the three and six months ended June 30, 2018, respectively. For the three and six months ended June 30, 2019, we recorded no such charges.


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

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



	June 30, 2019			December 31, 2018
Land	$	24,153		$	519
Ponds and land improvements	71,779			58,961
Mineral properties and development costs	143,176			139,418
Buildings and plant	81,698			81,429
Machinery and equipment	247,122			241,977
Vehicles	6,031			5,669
Office equipment and improvements	8,717			13,779
Operating lease ROU assets	6,558			—
Construction in progress	7,105			2,822
Total property, plant, equipment, and mineral properties, gross	$	596,339		$	544,574
Less: accumulated depreciation, depletion, and amortization	(208,182		)	(198,365		)
Total property, plant, equipment, and mineral properties, net	$	388,157		$	346,209

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Depreciation	$	6,896	$	6,979	$	13,752	$	13,899
Depletion	691		581		2,108		2,176
Amortization of right of use assets	486		—		959		—
Total incurred	$	8,073	$	7,560	$	16,819	$	16,075

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Note 7	— LEASES

When we enter into a new arrangement, we determine if it is or contains a lease. We have operating leases for mining equipment, trucks, rail cars, and office space. Our operating leases have remaining leases terms ranging from less than one year to five years. Leases recorded on the balance sheet consist of the following (amounts in thousands):



Leases	Classification on the Balance Sheet	Balance as of June 30, 2019
Assets
Operating lease ROU assets, net	Property, plant, equipment, and mineral properties, net	$	5,599

Liabilities
Current operating lease liabilities	Other current liabilities	$	1,940
Non-current operating lease liabilities	Operating lease liabilities	$	3,827

Other information related to lease term and discount rate is as follows:



	As of June 30, 2019
Weighted average remaining lease term - operating leases (in years)	3.0

Weighted average discount rate - operating leases	5.75	%

The components of lease expense are as follows:



	For the Three Months Ended June 30, 2019		For the Six Months Ended June 30, 2019
The components of lease expense were as follows:
Operating lease expense	$	583	$	1,155
Short-term lease expense	23		51
Total lease expense	$	606	$	1,206

Rental and lease expenses for the three and six months ended June 30, 2018, were $1.0 million and $2.0 million, respectively.

As of June 30, 2019, maturities of lease liabilities are summarized as follows (amounts in thousands):



Years Ending December 31,	Operating Leases
2019 (excluding the six months ended June 30, 2019)	$	1,166
2020	2,061
2021	1,745
2022	1,126
2023	169
Thereafter	32
Total future minimum lease payments	$	6,299
Less - amount representing interest	532
Present value of future minimum lease payments	$	5,767
Less - current lease obligations	1,940
Long-term lease obligations	$	3,827

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As of December 31, 2018, and prior to the adoption of ASC Topic 842, the annual future minimum lease payments were as follows:



Years Ending December 31,	Operating Leases
2019	$	2,266
2020	1,874
2021	1,602
2022	1,083
2023	172
Thereafter	1,343
Total	$	8,340


Note 8	— DEBT

Senior Notes—As of June 30, 2019, we had outstanding $50 million of senior notes (the "Notes") consisting of the following series:


•	$20 million of Senior Notes, Series A, due April 16, 2020


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


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

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

•

We were required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 for the four quarters ended June 30, 2019. Our fixed charge coverage ratio as of June 30, 2019, was 13.4 to 1.0, therefore we were in compliance with this covenant. Going forward we are required to maintain a minimum fixed charge coverage ratio of 1.3 to 1.0 for each four-quarter period ending on or after September 30, 2019.


•	For the quarter ended June 30, 2019, we were allowed a maximum leverage ratio of 4.5 to 1.0. Our leverage ratio was 1.1 to 1.0 for the quarter ending June 30, 2019, therefore we were in compliance with this covenant. Going forward we are allowed a maximum leverage ratio of 3.5 to 1.0 for each quarter ending on or after September 30, 2019.

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the Notes.

For all of the three- and six-month periods ended June 30, 2019, and 2018, the interest rates on the Notes were 3.73% for the Series A Notes, 4.63% for the Series B Notes and 4.78% for the Series C Notes. These rates represent the lowest interest rates available under the Notes. The interest rates may adjust upward if we do not continue to meet certain financial covenants.

We have granted to the collateral agent for the noteholders a first lien on substantially all of our non-current assets and a second lien on substantially all of our current assets. We are required to offer to prepay the 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 Notes. The obligations under the Notes are unconditionally guaranteed by several of our subsidiaries.

We were in compliance with the applicable covenants under the agreement governing the Notes as of June 30, 2019.

Our outstanding long-term debt, net, as of June 30, 2019, and December 31, 2018, was as follows (in thousands):



	June 30, 2019			December 31, 2018
Notes	$	50,000		$	50,000
Less current portion of long-term debt	(20,000		)	—
Less deferred financing costs	(303		)	(358		)
Long-term debt, net	$	29,697		$	49,642

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Credit Facility—We maintain a revolving credit facility with Bank of Montreal. As of June 30, 2019, borrowings under the credit facility bear interest at LIBOR (London Interbank Offered Rate) plus an applicable margin of 1.50% to 2.00% per annum, based on average availability under the credit facility. We have granted to Bank of Montreal a first lien on substantially all of our current assets and a second lien on substantially all of our non-current assets. The obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. During the six months ended June 30, 2019, we borrowed $30 million and repaid $10 million under the facility. As of June 30, 2019, we had $20 million of borrowings outstanding and $1 million in outstanding letters of credit under the facility. Including the outstanding letters of credit, we had $20.9 million available to be borrowed under the facility as of June 30, 2019. We were in compliance with the applicable covenants under the facility as of June 30, 2019.

During the three months ended June 30, 2018, we did not draw on the facility and repaid $1.5 million. During the six months ended June 30, 2018, we borrowed $13.5 million and repaid $17.4 million under the facility.

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.

Interest Expense—Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of $0.8 million and $0.9 million for the three months ended June 30, 2019, and 2018, respectively, and $1.5 million and $1.8 million for the six months ended June 30, 2019, and 2018, respectively.

Amounts included in interest expense, net for the three and six months ended June 30, 2019, and 2018, were as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Interest on Notes and credit facility	$	766		$	703		$	1,339		$	1,451
Amortization of deferred financing costs	68			183			137			367
Gross interest expense	834			886			1,476			1,818
Less capitalized interest	(28		)	(8		)	(67		)	(62		)
Interest expense, net	$	806		$	878		$	1,409		$	1,756


Note 9	— INTANGIBLE ASSETS

Our intangible assets, consisting of water rights, are recorded at their fair market values at the date of acquisition. 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.

As of June 30, 2019, we have water rights valued at $15.9 million. In May 2019, we acquired $13.6 million of water rights in the Intrepid South asset acquisition. We valued the water rights based on an estimate of the fair value of the assets acquired on May 1, 2019.


Note 10	— 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 $15.5 million and $33.2 million at June 30, 2019, and December 31, 2018, 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. Our other subsidiaries are minor. 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 11	— ASSET RETIREMENT OBLIGATION

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

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

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Asset retirement obligation, at beginning of period	$	23,542	$	21,893	$	23,125	$	21,476
Accretion of discount	417		417		834		834
Total asset retirement obligation, at end of period	$	23,959	$	22,310	$	23,959	$	22,310

The current portion of the asset retirement obligation of $0.1 million is included in "Accrued liabilities" on the condensed consolidated balance sheet as of June 30, 2019. The undiscounted amount of asset retirement obligation was $59.5 million as of June 30, 2019.


Note 12	— 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.

Contract Balances: The timing of revenue recognition, billings, and cash collection may result in contract assets or contract liabilities. For certain contracts, the customer has agreed to pay us before we have satisfied our performance obligations. Customer payments received before we have satisfied our performance obligations are accounted for as a contract liability. Our contract liability activity for the three and six months ended June 30, 2019, and 2018 is shown below (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Beginning balance	$	8,517		$	3,687		$	11,678		$	—
Additions	3,528			3,879			3,528			7,788
Recognized as revenue during period	(1,402		)	(278		)	(4,563		)	(500		)
Ending balance	$	10,643		$	7,288		$	10,643		$	7,288

Disaggregation of Revenue: The tables below show the disaggregation of revenue by product and reconciles disaggregated revenue to segment revenue for the three and six months ended June 30, 2019, and 2018. 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):

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	Three Months Ended June 30, 2019
Product	Potash Segment		Trio^® Segment		Oilfield Solutions Segment		Intersegment Eliminations			Total
Potash	$	32,020	$	—	$	218	$	(111	)	$	32,127
Trio^®	—		20,362		—		—			20,362
Water	457		938		4,270		—			5,665
Salt	2,368		135		—		—			2,503
Magnesium Chloride	206		—		—		—			206
Brines	496		—		—		—			496
Other	—		—		1,153		—			1,153
Total Revenue	$	35,547	$	21,435	$	5,641	$	(111	)	$	62,512



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



	Three Months Ended June 30, 2018
Product	Potash Segment		Trio^® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash	$	28,188	$	—	$	—	$	—	$	28,188
Trio^®	—		18,840		—		—		18,840
Water	350		270		3,877		—		4,497
Salt	1,832		24		—		—		1,856
Magnesium Chloride	1,246		—		—		—		1,246
Brines	439		—		—		—		439
Other	—		—		110		—		110
Total Revenue	$	32,055	$	19,134	$	3,987	$	—	$	55,176

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	Six Months Ended June 30, 2018
Product	Potash Segment		Trio® Segment		Oilfield Solutions Segment		Intersegment Eliminations		Total
Potash	$	55,252	$	—	$	—	$	—	$	55,252
Trio^®	—		40,077		—		—		40,077
Water	520		776		8,725		—		10,021
Salt	3,565		101		—		—		3,666
Magnesium Chloride	2,651		—		—		—		2,651
Brines	673		—		—		—		673
Other	—		—		155		—		155
Total Revenue	$	62,661	$	40,954	$	8,880	$	—	$	112,495


Note 13	— COMPENSATION PLANS

Equity Incentive Compensation Plan—Our Board of Directors and stockholders adopted a long-term incentive compensation plan called the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the "Plan"). The Plan was most recently amended and restated in May 2019. We have issued common stock, restricted stock, performance units, and non-qualified stock option awards under the Plan. At June 30, 2019, approximately 8.8 million shares remained available for issuance under the Plan.

For the three months ended June 30, 2019, we granted to members of our Board of Directors, executive officers and other key employees 1.0 million shares of restricted stock. These awards vest over one to three years from the date of the grant and, in some cases, contain performance-vesting or market conditions.

As of June 30, 2019, the following awards were outstanding under the Plan:




		Outstanding as of June 30, 2019
Restricted Shares		2,783,012

Non-qualified Stock Options		3,218,670

Total share-based compensation expense was $1.2 million and $1.3 million for the three months ended June 30, 2019, and 2018, respectively. Total share-based compensation expense was $2.3 million for both the six months ended June 30, 2019, and 2018. As of June 30, 2019, we had $7.3 million of total remaining unrecognized compensation expense related to awards, that will be expensed through 2021.


Note 14	— 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 and six months ended June 30, 2019, and June 30, 2018, we incurred no income tax expense. Our effective tax rate for the three and six months ended June 30, 2019, and 2018, 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 15	— COMMITMENTS AND CONTINGENCIES

Reclamation Deposits and Surety Bonds—As of June 30, 2019, and December 31, 2018, we had $19.1 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 $18.6 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.

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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—In February 2015, Mosaic Potash Carlsbad Inc. ("Mosaic") filed a complaint and application for preliminary injunction and permanent injunction against Steve Gamble and us in the Fifth Judicial District Court for the County of Eddy in the State of New Mexico. Mr. Gamble is a former employee of Intrepid and Mosaic. In August 2015, the court denied Mosaic’s application for preliminary injunction. In July 2016, Mosaic filed a second complaint against Mr. Gamble and us in U.S. District Court for the District of New Mexico. In January 2018, the two lawsuits were consolidated into one lawsuit pending in the U.S. District Court for the District of New Mexico. Mosaic alleges against us violations of the New Mexico Uniform Trade Secrets Act, tortious interference with contract relating to Mr. Gamble’s separation of employment from Mosaic, violations of the Computer Fraud and Abuse Act, conversion, and civil conspiracy relating to the alleged misappropriation of Mosaic’s confidential information and related actions. Mosaic seeks $23 million to $28 million in compensatory damages, $28 million to $37 million in exemplary damages, and attorneys' fees, punitive damages, injunctive relief, and future royalty damages in unspecified amounts. Discovery is complete. In July 2019, the court vacated a trial date that previously had been set for September 2019, and no new trial date has been set. We believe that we have defenses against the claims asserted, and we are vigorously defending against the lawsuit. We have not recorded a loss contingency in our condensed consolidated statements of operations related to this legal matter.

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.


Note 16	— FAIR VALUE

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

As of June 30, 2019, and December 31, 2018, 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.

As of June 30, 2019, and December 31, 2018, the estimated fair value of our outstanding Notes was $49.8 million and $48.1 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.


Note 17	— BUSINESS SEGMENTS

Our operations are organized into three 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 June 30, 2019	Potash		Trio^®			Oilfield Solutions		Other			Consolidated
Sales	$	35,547	$	21,435		$	5,641	$	(111	)	$	62,512
Less: Freight costs	4,742		6,471			80		—			11,293
Warehousing and handling costs	1,319		911			—		—			2,230
Cost of goods sold	21,258		12,599			2,072		(111		)	35,818
Gross Margin	$	8,228	$	1,454		$	3,489	$	—		$	13,171
Depreciation, depletion, and amortization incurred¹	$	6,120	$	1,520		$	232	$	201		$	8,073

Six Months Ended June 30, 2019	Potash		Trio^®			Oilfield Solutions		Other			Consolidated
Sales	$	69,877	$	39,245		$	12,263	$	(1,319	)	$	120,066
Less: Freight costs	9,382		11,506			861		—			21,749
Warehousing and handling costs	2,586		1,880			—		—			4,466
Cost of goods sold	40,317		23,673			4,841		(1,319		)	67,512
Gross Margin	$	17,592	$	2,186		$	6,561	$	—		$	26,339
Depreciation, depletion, and amortization incurred¹	$	12,915	$	3,078		$	423	$	403		$	16,819

Three Months Ended June 30, 2018	Potash		Trio^®			Oilfield Solutions		Other			Consolidated
Sales	$	32,055	$	19,134		$	3,987	$	—		$	55,176
Less: Freight costs	4,134		5,655			—		—			9,789
Warehousing and handling costs	1,411		1,182			10		—			2,603
Cost of goods sold	20,232		14,456			734		—			35,422
Lower of cost or net realizable value inventory adjustments	—		76			—		—			76
Gross Margin (Deficit)	$	6,278	$	(2,235	)	$	3,243	$	—		$	7,286
Depreciation, depletion, and amortization incurred¹	$	5,768	$	1,625		$	78	$	89		$	7,560

Six Months Ended June 30, 2018	Potash		Trio^®			Oilfield Solutions		Other			Consolidated
Sales	$	62,661	$	40,954		$	8,880	$	—		$	112,495
Less: Freight costs	8,340		11,932			—		—			20,272
Warehousing and handling costs	2,566		2,300			11		—			4,877
Cost of goods sold	40,501		30,253			1,325		—			72,079
Lower of cost or net realizable value inventory adjustments	—		781			—		—			781
Gross Margin (Deficit)	$	11,254	$	(4,312	)	$	7,544	$	—		$	14,486
Depreciation, depletion and amortization incurred¹	$	12,546	$	3,259		$	142	$	128		$	16,075

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


Note 18	— ACQUISITION OF LAND AND OTHER ASSETS

In May 2019, we acquired certain land, water rights, and other related assets in Lea County, New Mexico, from Dinwiddie Cattle Company. We refer to these assets and operations as "Intrepid South." The purchase price was $53 million. We are required to pay Dinwiddie Cattle Company an additional $12 million pending the resolution by Dinwiddie Cattle

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Company or others of certain issues identified in the diligence process. Dinwiddie Cattle Company also reserved a 20-year, 10% royalty, proportionally reduced as to our interest, on certain produced water disposal revenue relating to Intrepid South and certain other properties located near Intrepid South. The acquisition was completed pursuant to a purchase and sale agreement entered into on February 5, 2019, among Dinwiddie Cattle Company, Sherbrooke Partners LLC, and us. Sherbrooke Partners LLC did not participate in the completed acquisition. We capitalized $3.2 million of acquisition fees related to the purchase of the Intrepid South assets.

In May 2019, we acquired a 50% undivided interest in certain land in Texas. The purchase price, including certain acquisition-related fees, was $3.1 million.


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

AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q 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 on Form 10-Q 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;


•	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;


•	challenges to our water rights;


•	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;

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•	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; and


•	the other risks, uncertainties, and assumptions described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by our subsequent Quarterly Reports on Form 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 on Form 10-Q 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 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

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 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, and other related assets from Dinwiddie Cattle Company. We refer to these assets and operations as "Intrepid South." The purchase price was $53 million, and we incurred $3.2 million in acquisition-related fees. We are required to pay Dinwiddie Cattle Company an additional $12 million pending the resolution by Dinwiddie Cattle Company or others of certain issues identified in the diligence process. Dinwiddie Cattle Company also reserved a 20-year, 10% royalty, proportionally reduced as to our interest, on certain produced water disposal revenue relating to Intrepid South and certain other properties located near Intrepid South. The acquisition was completed pursuant to a purchase and sale agreement entered into on February 5, 2019, among Dinwiddie Cattle Company, Sherbrooke Partners LLC, and us. Sherbrooke Partners LLC did not participate in the completed acquisition.

Significant Business Trends and Activities

Our financial results have been, or are expected to be, impacted by several significant trends and activities, which are described below. We expect that these trends will continue to impact our results of operations, cash flows, and financial position.

• Potash pricing and demand. Potash sales volumes in the first half of 2019 were adversely affected by wet weather in various regions of the U.S., which delayed the spring application season and prevented some acreage from being planted. Total potash tons sold decreased by 6% compared to the first half of 2018 as a reduction in agricultural sales volumes was partially offset by increased sales volumes into industrial markets.

Our potash average net realized sales price per ton increased slightly to $299 for the three months ended June 30, 2019, compared to $288 for the first quarter of 2019. In June 2019, a summer fill program was announced by our competitors, decreasing potash list price by $45 per ton for orders placed before June 27 and scheduled for shipment during the third quarter. After the order window closed, potash list price increased $25 per ton. We matched this pricing program and expect this will lower our average net realized sales price on agricultural sales in the third quarter of 2019.

With potash sales comprising 51% of our total sales in the first half of 2019, 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 coming in January through April and August through September in anticipation of expected demand for the spring and fall application season in the U.S. The combination of these items results in variability in potash sales and shipments, thereby increasing volatility of sales volumes from quarter to quarter and season to season. The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S. The timing of potash sales is also significantly influenced by the marketing programs of potash producers, as well as storage volumes closer to the farm gate. Our sales volumes into the industrial market correlate to drilling activity in the oil and gas market.

• Trio^® pricing and demand. Trio^® pricing continued to trend up year over year during the second quarter, as higher domestic Trio^® pricing was partially offset by an increase in international shipments, which carried lower average net realized sales prices per ton. In July 2019, a summer fill program was announced by our competitor lowering their list price by $35 to $50 per ton depending on product grade. Decreased prices applied to orders placed in early July, after which the list price increased $20 per ton. We matched this program and expect this to decrease our domestic average net realized sales price during the third quarter. Similar to prior quarters, overall average net realized sales price per ton for Trio^® will be impacted by the percentage of international sales, which generally carry lower realized pricing due to higher freight costs and competition from lower cost alternatives.

Trio^® sales volume decreased 13% during the first half of 2019, compared to the first half of 2018, as a result of wet weather and delayed purchasing. During the latter part of the first half of 2019, we saw customers delaying purchases as they expected Trio^® prices would decline because of the lower list prices announced for potash.

We 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. We continue to operate our facilities at production levels that approximate expected demand and allow us to manage inventory levels.

• Water sales. In the first half of 2019, water sales were $11.1 million compared to $10.0 million during the same period of 2018. Increased sales were primarily due to the acquisition of Intrepid South and associated water rights in May 2019. We continue our efforts to diversify our sources of income by expanding sales of water, particularly to service the oil and gas markets near our operating plants. We have put in place a diverse set of arrangements aimed at generating a long-term recurring revenue stream from water sales.

We anticipate water sales to increase during the remainder of 2019 as additional water transportation and pipeline takeaway infrastructure is placed in service in the second half of 2019. We expect our water sales in 2019 to be at the high-end of our previously reported range of $20 million to $30 million and expect to receive cash relating to water sales of $25 million to $35 million.

Water rights in New Mexico are subject to a stated purpose and place of use, and many of our water rights were originally issued for uses relating to our mining operations. To sell water under these rights for oil and gas development, we must apply 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 can 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. 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. A significant amount of our water sales are being made under preliminary authorizations issued by the OSE. Third parties have protested these preliminary authorizations, and we believe the OSE is required to hold a hearing on the protests. In addition, in February 2019, certain protestants filed an inter se proceeding in New Mexico District Court at the Pecos Stream System Adjudication Court challenging the validity of our water rights. We continue to operate under the preliminary authorizations until the hearing and/or adjudication processes are complete. We may face 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.

• 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 $11.6 million for the six months ended June 30, 2019, compared to $8.3 million for the six months ended June 30, 2018. The increase was due to $2.2 million of increased sales of salt driven by wetter winter weather conditions in several regions of the U.S and a focus on expanding salt sales from our East facility.

Strong first quarter sales of magnesium chloride into deicing markets was more than offset by a reduction in sales as a dust control agent for roads during the second quarter due to the continued wet weather in the areas we serve. Our brines and water are used primarily by the oil and gas industry to support well development and completion activities. Accordingly, our

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brines and byproduct water sales increased $1.9 million in the first half of 2019, compared to the same period in 2018. We expect continued strong demand for our byproducts for the remainder of 2019.

• Diversification of products and services. As we continue to diversify our portfolio, we may enter into new or complementary business that expand our product and service offerings beyond our existing assets or products through acquisition of companies or assets or otherwise. In May 2019, we purchased additional water and real property assets in southeastern New Mexico in an effort to expand our water sales and other revenue from the oil and gas industry. Additionally, we continue to explore ways to potentially monetize the known but small lithium resource in our Wendover ponds. We now offer KCl real-time mixing services on location for hydraulic fracturing operations and trucking services. 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.

Consolidated Results



(in thousands, except per ton amounts)	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Sales¹	$	62,512	$	55,176		$	120,066	$	112,495

Cost of goods sold	$	35,818	$	35,422		$	67,512	$	72,079

Gross Margin	$	13,171	$	7,286		$	26,339	$	14,486

Selling and administrative	$	6,355	$	6,190		$	12,162	$	10,160

Net Income (Loss)	$	5,611	$	(958	)	$	11,766	$	799

Average net realized sales price per ton²
Potash	$	299	$	254		$	294	$	249
Trio^®	$	196	$	191		$	200	$	193

¹Sales include sales of byproducts which were $4.6 million and $4.2 million for the three months ended June 30, 2019, and 2018, respectively, and $11.6 million and $8.3 million for the six months ended June 30, 2019, and 2018, 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 and Six Months Ended June 30, 2019, and 2018

Our total sales for the three months ended June 30, 2019, increased $7.3 million or 13% as compared to the three months ended June 30, 2018. Combined, our potash and Trio^®sales increased $5.5 million due to an increase in the average net realized sales prices for both products. Our potash and Trio^® sales volumes were unchanged from the second quarter of 2018.

Our water sales increased $1.2 million, or 26%, in the second quarter of 2019 compared to the same period in 2018. We acquired additional water rights associated with Intrepid South in May 2019, which contributed to our increase in water sales as we had more water to sell. Our sales of brines, which are used in oil and gas drilling activities, increased 13% as oil and gas exploration activities near our facilities in New Mexico remained strong. Additionally, we have recognized revenue from other sources, such as caliche, and right-of-way access and disturbance fees relating to Intrepid South.

Increases in potash, Trio^® and water sales were partially offset by a decrease in magnesium chloride sales. During the summer months, magnesium chloride is used mainly for dust control. Wet weather across much of the U.S. has reduced the summer demand for magnesium chloride. The wet weather also reduced our production volumes of magnesium chloride.

Gross margin for the three months ended June 30, 2019, improved 81% over the same period in 2018. The improved gross margin was driven mainly by the increase in average net realized sales price per ton for both potash and Trio^®and an increase in sales of higher-margin products, such as water and other product and services we sell from our oilfield solutions segment.

For the six months ended June 30, 2019, compared to the same period in 2018, total sales increased due mainly to a $6.0 million increase in potash sales driven by a 18% increase in our average net realized sales price. The increase in potash

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sales was partially offset by a $3.2 million decrease in Trio^® sales. While average net realized sales price for Trio^®increased 4% during the first half of 2019 compared to the first half of 2018, sales volume decreased 13%. The decrease in sales volume was mainly due to weather conditions during the first quarter of 2019.

Water sales increased $1.0 million in the first half of 2019 compared to the first half of 2018. The increase was mainly due to the acquisition of additional water rights as part of Intrepid South, which allowed us to sell more water.

Salt sales during the first half of 2019 increased $2.2 million compared to the same period in 2018. During 2019 we began offering a new road salt product produced from our East facility in New Mexico. Magnesium chloride sales decreased in the first half of 2019 as weather conditions impacted production and demand for the product for use as a dust control agent was negatively impacted by the wet weather in most of the U.S.

Gross margin also increased by 82% for the year-over-year six-month periods ended June 30, due to increases in our average net realized sales prices for potash and Trio^® and increased sales in our higher margin oilfield solutions segment.

Cost of Goods Sold

Our cost of goods sold during the second quarter of 2019 was flat compared to the second quarter of 2018, as potash and Trio^®sales volumes were flat. For the first half of 2019, cost of goods sold decreased 6%, driven by a decrease in potash and Trio^® sales volumes.

Selling and Administrative Expense

Selling and administrative expenses increased 3% for the three months ended June 30, 2019, as compared to the prior-year period mainly due to increased labor costs as we have hired more employees as a result of the acquisition of Intrepid South.

During the first half of 2019, selling and administrative expenses increased 20% as compared to the first half of 2018. The increase was mainly due to increased labor costs as we have hired more employees as a result of the acquisition of Intrepid South and increased legal costs associated with outstanding litigation. See further information in the Part II, Item 1, "Legal Proceedings," contained in this Quarterly Report on Form 10-Q.

Net Income

Net income increased to $5.6 million for the three months ended June 30, 2019, compared to a loss of $1.0 million in the same period in 2018, and from $0.8 million to $11.8 million for the year-over-year six-month periods ended June 30. These increases were driven primarily by an increase in the average net realized selling prices for potash and Trio^®, and an increase in sales of products and services for which we realize a higher gross margin, such as water, right-of-way access, and disturbance fees.

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Potash Segment



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per ton amounts)	2019		2018		2019		2018
Sales¹	$	35,547	$	32,055	$	69,877	$	62,661
Less: Freight costs	4,742		4,134		9,382		8,340
Warehousing and handling costs	1,319		1,411		2,586		2,566
Cost of goods sold	21,258		20,232		40,317		40,501
Gross Margin	$	8,228	$	6,278	$	17,592	$	11,254
Depreciation, depletion, and amortization incurred²	$	6,120	$	5,768	$	12,915	$	12,546

Potash sales volumes (in tons)	95		98		183		195
Potash production volumes (in tons)	56		45		167		170

Average potash net realized sales price per ton³	$	299	$	254	$	294	$	249

¹Sales include sales of byproducts which were $3.5 million and $3.9 million for the three months ended June 30, 2019, and 2018, respectively and $9.3 million and $7.4 million for the six months ended June 30, 2019, and 2018, respectively.

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

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

Three Months Ended June 30, 2019, and 2018

Our potash segment sales include potash sales and sales of byproducts generated or used in the potash production process, such as magnesium chloride, salt, water and brines. Potash segment sales increased by $3.5 million in the second quarter of 2019, compared to the same period in 2018, as our average net realized sales price per ton increased 18%. Price increases announced in the second half of 2018, along with selling more potash tons into the industrial market drove the increase in average net realized sales price per ton. Potash segment byproduct sales decreased $0.3 million in the second quarter of 2019, mainly due to a decrease in magnesium chloride sales. Wet weather conditions reduced magnesium chloride production and decreased demand for the product used for dust control.

Potash segment freight expense increased $0.6 million, or 15%, in the second quarter of 2019, compared to the second quarter of 2018. While potash sales volumes were flat in the second quarter of 2019, carrier freight rates have increased compared to second quarter of 2018. Additionally, our freight expense is impacted by the geographic distribution of our potash sales and by the proportion of customers arranging for and paying their own freight costs.

Our potash segment cost of goods sold increased 5% in the second quarter of 2019, compared to the same period in 2018, as we sold a higher percentage of total potash tons from our New Mexico facility. Tons produced from our New Mexico facility carry a higher average cost compared to tons produced at our Utah facility.

Our potash segment gross margin increased $2.0 million in the second quarter of 2019, compared to the same period in 2018, due to the increase in average net realized sales prices, partially offset by a decrease in magnesium chloride sales and an increase in cost of goods sold per ton.

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Six Months Ended June 30, 2019, and 2018

Our potash segment sales increased $7.2 million, or 12%, during the first half of 2019 compared to the first half of 2018. The increase was mainly due to a $5.3 million increase in potash sales as our average net realized sales price per ton increased 18%, partially offset by a decrease in tons sold. Price increases announced in the second half of 2018, along with selling more potash tons into the industrial market drove the increase in average net realized sales price per ton. Potash tons sold decreased 6% in the first half of 2019, due mainly to selling fewer tons into the agricultural market, partially offset by selling more tons into the industrial market.

Potash segment salt sales increased $1.8 million in the first half of 2019, as demand for salt used as a deicing agent increased due to extreme winter weather in several regions of the U.S.

Potash segment freight expense increased 13% in the first half of 2019, mainly driven by an increase in tons of salt sold. Our freight expense is impacted by the rates charged by carriers, geographic distribution of our products and by the proportion of customers arranging for and paying their own freight costs.

Our potash segment cost of goods sold was virtually unchanged in the first half of 2019, compared to the first half of 2018. Potash tons sold decreased 6%, but a higher percentage of potash tons sold were from our New Mexico facility, which carry a higher average cost than potash tons produced from our Utah facilities.

Our potash segment gross margin increased $6.3 million in the first half of 2019, compared to the first half of 2018, mainly due to the 18% increase in our average net realized sales price per ton.

Additional Information Relating to Potash

The table below shows our potash sales mix for the three and six months ended June 30, 2019, and 2018:



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Agricultural	76%	80%	74%	82%
Industrial	12%	9%	14%	7%
Feed	12%	11%	12%	11%

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Trio^®Segment



	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands, except per ton amounts)	2019		2018			2019		2018
Sales¹	$	21,435	$	19,134		$	39,245	$	40,954
Less: Freight costs	6,471		5,655			11,506		11,932
Warehousing and handling costs	911		1,182			1,880		2,300
Cost of goods sold	12,599		14,456			23,673		30,253
Lower of cost or net realizable value inventory adjustments	—		76			—		781
Gross Margin (Deficit)	$	1,454	$	(2,235	)	$	2,186	$	(4,312	)
Depreciation, depletion, and amortization incurred²	$	1,520	$	1,625		$	3,078	$	3,259

Sales volumes (in tons)	71		69			127		146
Production volumes (in tons)	66		55			129		102

Average Trio^®net realized sales price per ton³	$	196	$	191		$	200	$	193

¹Sales include sales of byproducts which were $1.1 million and $0.3 million for the three months ended June 30, 2019, and 2018, respectively, and $2.3 million and $0.9 million for the six months ended June 30, 2019, and 2018, respectively.

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

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

Three Months Ended June 30, 2019, and 2018

Trio^® segment sales increased 12% for the three months ended June 30, 2019, as compared to the same period in 2018. The increase was due to a 3% increase in both Trio^® sales volume and average net realized sales price per ton and an $0.8 million increase in byproduct sales. Byproduct sales increased primarily due to a $0.7 million increase in byproduct water sales. Domestic Trio^® sales volumes declined 7% mainly due to continued inclement weather in parts of the U.S. and uncertainty surrounding price towards the end of the second quarter. International Trio^®sales volumes increased 59% in the second quarter of 2019 compared to the second quarter of 2018, due to the timing of shipments to international customers. Our Trio^®average net realized sales price improved compared to the second quarter of 2018, due mainly to higher pricing for Trio^®products in domestic markets.

Trio^®freight costs increased 14% in the second quarter of 2019, compared to the second quarter of 2018, mainly due to an increase in international shipments which carry higher per ton freight rates. Freight rates have also been increasing as carriers are operating near full capacity.

Our Trio^®cost of goods sold decreased 13% in the second quarter of 2019, compared to the second quarter of 2018, as improvements in recovery rate over the past year have resulted in lower per ton inventory costs. We also sold more product into international markets, some of which carried lower per ton inventory cost due to previous write-downs based on our estimate of net realizable value.

Our Trio^® production volume increased by 20% in the second quarter of 2019, compared to the second quarter of 2018, primarily due to increased conversion of work-in-progress inventory into premium Trio^®.

Our Trio^®segment generated gross margin of $1.5 million in the second quarter of 2019, compared to a gross deficit of $2.2 million in the second quarter of 2018, due to the factors discussed above.

Six Months Ended June 30, 2019, and 2018

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Trio^® segment sales decreased 4% for the six months ended June 30, 2019, as compared to the same period in 2018. The decrease in sales was driven by a 13% decrease in sales volume, mostly offset by a $1.5 million increase in byproduct sales and a 4% increase in average net realized sales price per ton. Decreased sales volume resulted from wet weather in parts of the U.S., which reduced our domestic shipments during the first half of the year, partially offset by an increase in international sales, due to the timing of shipments to international customers. Byproducts sales benefited from a $1.1 million increase in water sales. Our Trio^®average net realized sales price improved 4% compared to the first half of 2018, due mainly to higher pricing for Trio^®products in domestic markets.

Trio^®freight costs decreased 4% in the first half of 2019, compared to the first half of 2018, as lower sales volume was partially offset by an increase in international shipments which carry higher per ton freight rates. Freight rates have also been increasing as carriers are operating near full capacity.

Our Trio^®cost of goods sold decreased 22%, compared to the first half of 2018, primarily due to a 13% decrease in total sales volume. Improvements in recovery rate over the past year and more product sold into international markets, some of which carried lower per ton inventory cost due to previous write-downs based on our estimate of net realizable value, also lowered our costs of goods sold compared to the prior year.

Our Trio^® production volume increased by 26% in the first half of 2019, compared to the first half of 2018, primarily due to increased conversion of work-in-progress inventory into premium Trio^®.

Our Trio^®segment generated gross margin of $2.2 million in the first half of 2019, compared to a gross deficit of $4.3 million in the first half of 2018, due to the factors discussed above.

Additional Information Relating to Trio^®

The percentage of Trio^® tons sold into the export market increased during the three months ended June 30, 2019, compared to the same period in 2018, due to the timing of shipments to international customers.



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

For the Three Months Ended June 30, 2018	84%	16%
For the Six Months Ended June 30, 2018	80%	20%

Oilfield Solutions Segment



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Sales	$	5,641	$	3,987	$	12,263	$	8,880
Less: Freight costs	80		—		861		—
Warehousing and handling costs	—		10		—		11
Cost of goods sold	2,072		734		4,841		1,325
Gross Margin	$	3,489	$	3,243	$	6,561	$	7,544
Depreciation, depletion, and amortization incurred	$	232	$	78	$	423	$	142

Three Months Ended June 30, 2019, and 2018

We offer a variety of products and services from our oilfield solutions segment, including water, high-speed potassium chloride mixing services trucking services, and other products and services. Our oilfield solutions segment sales increased $1.7 million in the second quarter of 2019, compared to the same period in 2018, mainly due to a $1.0 million increase in sales of high-speed mixing, trucking services, caliche sales, produced water disposal royalties, and right-of-way or damages revenue associated with Intrepid South. Sales of water and potash increased by $0.4 million and $0.2 million, respectively, in the second quarter of 2019 when compared to the prior year's second quarter. Water sales during the second quarter were partially offset

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by an increase in byproduct water sales from the potash and Trio^® segments. Water that we sell that was used in the production of potash and Trio^® is accounted for as byproduct water sales in the potash or Trio^®segments.

Cost of goods sold increased $1.3 million due to the addition of water and real property assets at Intrepid South in May 2019, increased costs related to our high-speed mixing and trucking services, and increased royalty, energy, and labor expense related to water sales.

Six Months Ended June 30, 2019, and 2018

Our oilfield solutions segment sales increased $3.4 million in the first half of 2019, compared to the same period in 2018, due to a $2.0 million increase in sales of potassium chloride brine used in our high-speed mixing service, and a $1.7 million increase in other sales. Water sales decreased $0.4 million compared to the first half of 2018 due to an increase in sales classified as byproducts of our potash or Trio^® segments, partially offset by the increase from Intrepid South.

Cost of goods sold increased $3.5 million due to sales of potassium chloride brines and high-speed mixing services, the addition of water and real property assets in May 2019, and increased royalty, energy, and labor expense related to water sales.

Specific Factors Affecting Our Results

Sales

Our gross sales are derived from the sales of potash, Trio^®, water and byproducts and are determined by the quantities of product we sell and the sales prices we realize. For potash and Trio^®, 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 and Trio^®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 byproduct sales and 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, thereby negatively influencing our average net realized sales price per ton. 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 are driven by demand from oil and gas exploration and production companies drilling in the Permian Basin. As such, demand for our water is generally stronger during a cyclical expansion of oil and gas drilling, which is currently occurring in the Permian Basin. Likewise, a cyclical contraction of oil and gas drilling may decrease demand for our water.

Cost of Goods Sold

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

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

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

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our average royalty rate was 4.3% and 4.4%, respectively. For both the three and six months ended June 30, 2018, our average royalty rate was 4.3%.

Income Taxes

We are subject to federal and state income taxes on our taxable income. Our effective tax rate for the three and six months ended June 30, 2019, and 2018, was 0%. Our effective tax rates 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 June 30, 2019, and 2018, and the six months ended June 30, 2019, and 2018, we incurred no income tax expense.

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 June 30, 2019, we were in a cumulative three-year loss position, which is 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 the first six months of 2019, thereby requiring us to maintain the full valuation allowance as of June 30, 2019. 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.

Capital Investments

During the first six months of 2019, cash paid for property, plant, equipment, mineral properties, intangible and other assets was $69.1 million, including $57.4 million relating to acquisitions, and $11.7 million in other capital expenditures. We expect capital expenditures excluding acquisitions for 2019 to be approximately $25 million to $35 million, which includes capital investments relating to our newly acquired assets. We anticipate our remaining 2019 operating plans and capital programs will be funded out of operating cash flows and existing cash. We may also use our revolving credit facility, to the extent available, to fund capital investments.

Liquidity and Capital Resources

As of June 30, 2019, we had cash of $15.5 million, compared with cash of $33.2 million at December 31, 2018. In May 2019, we completed our acquisition of Intrepid South. The purchase price was $53.0 million, and we capitalized $3.2 million in acquisition related fees. We also purchased additional land near Intrepid South for $3.1 million.

Our operations have primarily been funded from cash generated by operations. 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 and expected cash generated from operations, we believe we have sufficient liquidity to meet our obligations for the next twelve months, including the $20 million principal payment due on our Series A Notes in April 2020.

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The following summarizes our cash flow activity for the six months ended June 30, 2019, and 2018 (in thousands):



	Six Months Ended June 30,
	2019			2018
Cash flows provided by operating activities	$	31,738		$	38,176
Cash flows used in investing activities	$	(69,030	)	$	(8,786	)
Cash flows provided by (used in) financing activities	$	19,731		$	(4,224	)

Operating Activities

Total cash provided by operating activities through June 30, 2019, was $31.7 million, a decrease of $6.4 million compared with the first six months of 2018. The decrease was mainly driven by a decrease in contract liability additions and a decrease in refundable income taxes received.

Investing Activities

Total cash used in investing activities increased by $60.2 million in the first six months of 2019, compared with the same period in 2018, as we paid $54.3 million to complete the Dinwiddie asset acquisition and $3.1 million to acquire other land near the Dinwiddie ranch. Other additions to property, plant, equipment, and mineral properties increased $2.8 million compared to the first six months in 2018.

Financing Activities

Total cash provided by financing activities increased by $24.0 million in the first six months of 2019, compared with the same period in 2018. In the first half of 2019, we received $20.0 million of net proceeds from borrowings under our credit facility compared to $3.9 million in net repayments made on short-term borrowings under our credit facility in the first half of 2018.

Senior Notes

As of June 30, 2019, we had outstanding $50 million of senior notes (the "Notes") consisting of the following series:


•	$20 million of Senior Notes, Series A, due April 16, 2020


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


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

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

•


•	For the quarter ended June 30, 2019, we were allowed a maximum leverage ratio of 4.5 to 1.0. Our leverage ratio was 1.1 to 1.0 for the quarter ending June 30, 2019, therefore we were in compliance with this covenant. Going forward we are allowed a maximum leverage ratio of 3.5 to 1.0 for each quarter ending on or after September 30, 2019.

Fixed charge coverage ratio and leverage ratio are calculated in accordance with the agreement governing the Notes.

For both the three- and six-month periods ended June 30, 2019, and both the three- and six-month periods ended June 30, 2018, the interest rates on the Notes were 3.73% for the Series A Notes, 4.63% for the Series B Notes and 4.78% for the Series C Notes. These rates represent the lowest interest rates available under the Notes. The interest rates may adjust upward if we do not continue to meet certain financial covenants.

We were in compliance with the applicable covenants under the agreement governing the Notes as of June 30, 2019.

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Our outstanding long-term debt, net, as of June 30, 2019, and December 31, 2018, was as follows (in thousands):



	June 30, 2019			December 31, 2018
Notes	$	50,000		$	50,000
Less current portion of long-term debt	(20,000		)	—
Less deferred financing costs	(303		)	(358		)
Long-term debt, net	$	29,697		$	49,642

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

Borrowings under the amended credit facility bear interest at LIBOR (London Interbank Offered Rate) plus an applicable margin of 1.25% to 2.00% per annum, based on average availability under 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. As of June 30, 2019, we had $20 million of borrowings and $1.0 million in outstanding letters of credit under the facility. Including the outstanding letters of credit, we had $20.9 million available to be borrowed under the facility as of June 30, 2019.

We were in compliance with the applicable covenants under the facility as of June 30, 2019.

Off-Balance Sheet Arrangements

As of June 30, 2019, 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, 2018, 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 policies for leases that were updated as a result of adopting ASC 842 on January 1, 2019, as discussed in Notes 2 and 7 to the condensed consolidated financial statements, there have been no significant changes to our critical accounting policies since December 31, 2018.

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.

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Average Net Realized Sales Price per Ton

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

Below is a reconciliation of average net realized sales price per ton to the most directly comparable GAAP financial measure for the three and six months ended June 30, 2019, and 2018:



	Three Months Ended June 30,
	2019				2018
(in thousands, except per ton amounts)	Potash		Trio®		Potash		Trio®
Total Segment Sales	$	35,547	$	21,435	$	32,055	$	19,134
Less: Segment byproduct sales	3,527		1,073		3,867		294
Freight costs	3,604		6,471		3,276		5,655
Subtotal	$	28,416	$	13,891	$	24,912	$	13,185

Divided by:
Tons sold	95		71		98		69
Average net realized sales price per ton	$	299	$	196	$	254	$	191



	Six Months Ended June 30,
	2019				2018
(in thousands, except per ton amounts)	Potash		Trio^®		Potash		Trio®
Total Segment Sales	$	69,877	$	39,245	$	62,661	$	40,954
Less: Segment byproduct sales	9,312		2,332		7,408		878
Freight costs	6,847		11,507		6,735		11,931
Subtotal	$	53,718	$	25,406	$	48,518	$	28,145

Divided by:
Tons sold	183		127		195		146
Average net realized sales price per ton	$	294	$	200	$	249	$	193


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, 2018, describes our exposure to market risk. There have been no significant changes to our market risk exposure since December 31, 2018.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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We maintain "disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act." Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of June 30, 2019. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2019, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The adoption of ASC 842, Leases, required the implementation of new controls and the modification of certain accounting processes related to leases. The impact of these changes was not material to 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

In February 2015, Mosaic Potash Carlsbad Inc. ("Mosaic") filed a complaint and application for preliminary injunction and permanent injunction against Steve Gamble and us in the Fifth Judicial District Court for the County of Eddy in the State of New Mexico. Mr. Gamble is a former employee of Intrepid and Mosaic. In August 2015, the court denied Mosaic’s application for preliminary injunction. In July 2016, Mosaic filed a second complaint against Mr. Gamble and us in U.S. District Court for the District of New Mexico. In January 2018, the two lawsuits were consolidated into one lawsuit pending in the U.S. District Court for the District of New Mexico. Mosaic alleges against us violations of the New Mexico Uniform Trade Secrets Act, tortious interference with contract relating to Mr. Gamble’s separation of employment from Mosaic, violations of the Computer Fraud and Abuse Act, conversion, and civil conspiracy relating to the alleged misappropriation of Mosaic’s confidential information and related actions. Mosaic seeks $23 million to $28 million in compensatory damages, $28 million to $37 million in exemplary damages, and attorneys' fees, punitive damages, injunctive relief, and future royalty damages in unspecified amounts. Discovery is complete. In July 2019, the court vacated a trial date that previously had been set for September 2019, and no new trial date has been set. We believe that we have defenses against the claims asserted, and we are vigorously defending against the lawsuit.

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.


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, 2018. 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, 2018.


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
Period	(a) Total Number of Shares Purchased¹	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
April 1, 2019, through April 30, 2019	—	—		—	N/A
May 1, 2019, through May 31, 2019	421	$	3.61	—	N/A
June 1, 2019, through June 30, 2019	49,412	$	3.33	—	N/A
Total	49,833	$	3.33	—	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.

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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.


ITEM 6.	EXHIBITS



Exhibit No.		Description
10.1		Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to Intrepid Potash, Inc.’s Form 8-K (File No. 001-34025) filed on May 24, 2019).+

10.2		Closing Agreement, dated April 23, 2019, by and among Dinwiddie Cattle Company, LLC, Sherbrooke Partners, LLC, and Intrepid Potash - New Mexico, LLC.*

10.3		Amended and Restated Credit Agreement, dated August 1, 2019, by and among Intrepid Potash, Inc., the subsidiaries named therein, Bank of Montreal, as administrative agent, and each of the lenders named therein (incorporated by reference to Intrepid Potash, Inc.’s Form 8-K (File No. 001-34025) filed on August 1, 2019).

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.*


*	Filed herewith.


**	Furnished herewith.


+	Management contract or compensatory plan or arrangement

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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: August 6, 2019		/s/ Robert P. Jornayvaz III
		Robert P. Jornayvaz III - Executive Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Dated: August 6, 2019		/s/ Joseph G. Montoya
		Joseph G. Montoya - Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

Intrepid Potash - 10-Q quarterly report FY2019 Q2

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