Intrepid Potash, Inc 10-Q for FY2025 Q2
Intrepid Potash, Inc. (IPI)
10-Q
2025-08-07
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Intrepid Potash, Inc filed this 10-Q on August 7, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $3.26M
- compared with a net loss of $833K a year earlier
- Diluted EPS
- $0.25
- compared with -$0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
For the Quarterly Period Ended | ||||||||||||||
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
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(303 ) 296-3006
(Registrant’s telephone number, including area code)
| (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 | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | 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 | ☒ | |||||||||||
As of August 1, 2025, the registrant had outstanding 13,316,051 shares of common stock, par value $0.001 per share.
INTREPID POTASH, INC.
TABLE OF CONTENTS
| Page | ||||||||
PART I - FINANCIAL INFORMATION | ||||||||
ITEM 1. Condensed Consolidated Financial Statements (Unaudited) | ||||||||
i
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, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Accounts receivable: | ||||||||||||||
| Trade, net | ||||||||||||||
| Other receivables, net | ||||||||||||||
| Inventory, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, equipment, and mineral properties, net | ||||||||||||||
| Water rights | ||||||||||||||
| Long-term parts inventory, net | ||||||||||||||
| Long-term investments | ||||||||||||||
| Other assets, net | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities | ||||||||||||||
| Accrued employee compensation and benefits | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Asset retirement obligation, net of current portion | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Deferred other income, long-term | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Commitments and Contingencies | ||||||||||||||
Common stock, | ||||||||||||||
| at June 30, 2025, and December 31, 2024, respectively | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Less treasury stock, at cost | ( | ( | ||||||||||||
| Total Stockholders' Equity | ||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
1
INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Freight costs | ||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||||||||
| Selling and administrative | ||||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Impairment of long-lived assets | ||||||||||||||||||||||||||
| (Gain) loss on sale of assets | ( | ( | ||||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Operating Income (Loss) | ( | ( | ||||||||||||||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||||||
| Equity in (loss) earnings of unconsolidated entities | ( | ( | ( | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other (expense) income | ( | ( | ||||||||||||||||||||||||
| Income (Loss) Income Before Income Taxes | ( | ( | ||||||||||||||||||||||||
| Income Tax (Expense) Benefit | ( | ( | ||||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Weighted Average Shares Outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Income (Loss) Per Share: | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
2
INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share amounts)
| Six-Month Period Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Three-Month Period Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Six-Month Period Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Three-Month Period Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
3
| INTREPID POTASH, INC. | ||||||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||
| Impairment of long-lived assets | ||||||||||||||||||||||||||
| (Gain) loss on disposal of assets | ( | |||||||||||||||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||||||||||||
| Allowance for parts inventory obsolescence | ||||||||||||||||||||||||||
| Loss on equity investment | ||||||||||||||||||||||||||
| Equity in loss (earnings) of unconsolidated entities | ( | |||||||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||||||||
| Trade accounts receivable, net | ||||||||||||||||||||||||||
| Other receivables, net | ( | ( | ||||||||||||||||||||||||
| Inventory, net | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||||||||
| Deferred tax assets, net | ( | |||||||||||||||||||||||||
| Accounts payable, accrued liabilities, and accrued employee compensation and benefits | ( | ( | ||||||||||||||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||||||||||||||
| Deferred other income | ( | |||||||||||||||||||||||||
| Other liabilities | ( | |||||||||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||||||||||
| Additions to property, plant, equipment, mineral properties and other assets | ( | ( | ||||||||||||||||||||||||
| Proceeds from sale of assets | ||||||||||||||||||||||||||
| Proceeds from redemptions/maturities of investments | ||||||||||||||||||||||||||
| Other investing, net | ||||||||||||||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||||||||||
| Repayments of short-term borrowings on credit facility | ( | |||||||||||||||||||||||||
| Payments of financing lease | ( | ( | ||||||||||||||||||||||||
| Employee tax withholding paid for restricted stock upon vesting | ( | ( | ||||||||||||||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||||||||||||||
| Net Change in Cash, Cash Equivalents and Restricted Cash | ||||||||||||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, beginning of period | ||||||||||||||||||||||||||
4
| INTREPID POTASH, INC. | ||||||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, end of period | $ | $ | ||||||||||||||||||||||||
| Supplemental disclosure of cash flow information | ||||||||||||||||||||||||||
| Net cash paid during the period for: | ||||||||||||||||||||||||||
| Interest | $ | $ | ||||||||||||||||||||||||
| Income taxes | $ | $ | ||||||||||||||||||||||||
| Amounts included in the measurement of operating lease liabilities | $ | $ | ||||||||||||||||||||||||
| Accrued purchases for property, plant, equipment, and mineral properties | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets exchanged for operating lease liabilities | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets exchanged for financing lease liabilities | $ | $ | ||||||||||||||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
5
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, salt, magnesium chloride, brine, and various oilfield products and services.
Our extraction and production operations are conducted entirely in the continental U.S. 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 permitted, licensed, declared, and partially adjudicated water rights in New Mexico that support our mining and industrial operations.
We also have certain land, water rights, federal grazing leases, and other related assets in southeast New Mexico. We refer to these assets and operations as "Intrepid South." Our Intrepid South property generates revenue from sales of various oilfield related products and services, including but not limited to, water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
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 ("SEC"). 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, 2024.
Recently Adopted Accounting Standards—In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). This new guidance: (i) introduces a requirement to disclose significant segment expenses regularly provided to the chief operating decision maker ("CODM"), (ii) extends certain annual disclosures to interim periods, (iii) clarifies disclosure requirements for single reportable segment entities, (iv) permits more than one measure of segment profit or loss to be reported under certain conditions, and (v) requires disclosure of the title and position of the CODM. The adoption of this standard did not have an impact on our results of operations, cash flows and financial condition, but resulted in additional disclosures for our reportable segments.
Pronouncements Issued But Not Yet Adopted—In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" (ASU 2024-03"). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the guidance and expect it to only impact disclosures with no impact to results of operations, cash flows and financial condition.
6
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 requires that an entity disclose specific categories in the annual effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold, certain disclosures of state versus federal income tax expenses and taxes paid. ASC 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the guidance and expect it to only impact disclosures with no impact to results of operations, cash flows and financial condition.
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 restricted stock 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, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Basic weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Add: Dilutive effect of restricted stock | ||||||||||||||||||||||||||
| Add: Dilutive effect of stock options | ||||||||||||||||||||||||||
| Add: Dilutive effect of restricted stock units | ||||||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
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, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Anti-dilutive effect of restricted stock | ||||||||||||||||||||||||||
| Anti-dilutive effect of stock options outstanding | ||||||||||||||||||||||||||
| Anti-dilutive effect of restricted stock units outstanding | ||||||||||||||||||||||||||
7
Note 4— CASH, CASH EQUIVALENTS AND RESTRICTED CASH
We consider financial instruments with original maturities of three months or less to be cash equivalents. 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, 2025, and 2024 (in thousands):
| June 30, 2025 | June 30, 2024 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in other current assets | ||||||||||||||
| Restricted cash included in other long-term assets | ||||||||||||||
| Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows | $ | $ | ||||||||||||
Restricted cash included in other current and long-term assets on the Condensed Consolidated Balance Sheets represents amounts for which use is restricted by contractual agreements with various entities, principally the Bureau of Land Management or the states of Utah and New Mexico, as security to fund future reclamation obligations at our sites.
Note 5— INVENTORY AND LONG-TERM PARTS INVENTORY
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Finished goods product inventory | $ | $ | ||||||||||||
| In-process inventory | ||||||||||||||
| Total product inventory | ||||||||||||||
| Current parts inventory, net | ||||||||||||||
| Total current inventory, net | ||||||||||||||
| Long-term parts inventory, net | ||||||||||||||
| Total inventory, net | $ | $ | ||||||||||||
Parts inventory is shown net of estimated allowances for obsolescence of $1.1 million and $1.2 million as of June 30, 2025, and December 31, 2024, respectively.
8
Note 6 — PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Ponds and land improvements | ||||||||||||||
| Mineral properties and development costs | ||||||||||||||
| Buildings and plant | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Vehicles | ||||||||||||||
| Office equipment and improvements | ||||||||||||||
| Operating lease ROU assets | ||||||||||||||
| Breeding stock | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total property, plant, equipment, and mineral properties, gross | $ | $ | ||||||||||||
| Less: accumulated depreciation, depletion, and amortization | ( | ( | ||||||||||||
| Total property, plant, equipment, and mineral properties, net | $ | $ | ||||||||||||
During the year ended December 31, 2023, we recorded an impairment related to our Trio® segment assets because the net book value of the assets exceeded the estimated fair value of the assets. The fair value of the Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. For any Trio® segment capital spending during the six months ended June 30, 2025, and 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets. As a result, we recorded an additional impairment of $1.9 million and $2.2 million in the six months ended June 30, 2025, and 2024, respectively.
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, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | ||||||||||||||||||||||
| Depletion | ||||||||||||||||||||||||||
| Amortization of right of use assets | ||||||||||||||||||||||||||
| Total incurred | $ | $ | $ | $ | ||||||||||||||||||||||
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Note 7 — OTHER LONG-TERM DEFERRED INCOME
Cooperative Development Agreement—In December 2023, we entered into the Third Amendment of Cooperative Development Agreement (the "CDA Amendment") with XTO Holdings, LLC ("XTO Holdings") and XTO Delaware Basin LLC, as successors in interest to BOPCO, L.P. ("XTO Delaware Basin," and together with XTO Holdings, "XTO"), with an effective date of January 1, 2024 ("Amendment Date"). The CDA Amendment further amends that certain Cooperative Development Agreement, by and between us, BOPCO, L.P. and the other parties thereto, effective as of February 28, 2011 (as amended, including by the CDA Amendment, the "CDA"), which was executed for the purpose of pursuing the cooperative development of potassium and oil and gas on certain lands. The CDA restricts and limits the rights of Intrepid and XTO, as successors in interest to BOPCO, L.P., to explore and develop their respective interests, including limitations on the locations of wells. Intrepid and XTO entered into the CDA Amendment in an effort to further the cooperation, remove the restrictions and limitations, and allow for the efficient co-development of resources within the Designated Potash Area ("DPA") consistent with the United States Secretary of the Interior Order 3324.
Pursuant to the CDA Amendment, among other things, we agreed to provide support to XTO for development and operation of XTO's oil and gas interests within the DPA. As consideration under the CDA Amendment, XTO agreed to pay us an initial fee of $50.0 million (the "Initial Fee"). We received a partial payment of $5.0 million of the Initial Fee in December 2023, and we received payment of the remaining $45.0 million from XTO in January 2024.
The CDA Amendment further provides that we shall receive an additional one-time payment equal to $50.0 million (the "Access Fee"), which XTO will pay within 90 days upon the earlier occurrence of (i) the approval of the first new or expanded drilling island within a specific area to be used by XTO or (ii) within years of the anniversary of the Amendment Date. XTO is also required to pay additional amounts to Intrepid as an "Access Realization Fee," up to a maximum of $100.0 million, (the "Access Realization Fee") in the event of certain additional drilling activities by XTO.
Because the cooperative development support we are providing under the CDA is not an output of our ordinary business activities, ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") does not apply to the CDA. However, we apply the principles in ASC 606 by analogy to determine amounts of other income to recognize.
Under ASC 606, we are required to identify the performance obligations in the CDA and to determine the transaction price. The transaction price may include fixed consideration, variable consideration, or both. Variable consideration may only be included in the transaction price if it is probable that a significant reversal of amounts recognized will not occur (referred to as the variable consideration constraint). The Access Realization Fee is considered variable consideration.
Our performance obligation under the CDA Amendment is to "stand-ready" to provide support to XTO, when and as needed, during the term of the CDA Amendment. We estimate the transaction price to be $100.0 million, which is comprised of the $50.0 million Initial Fee and the $50.0 million Access Fee. We are not including any amounts of the Access Realization Fee in the transaction price because of the variable consideration constraint. Since our performance obligation is a "stand-ready" obligation, we are recognizing the transaction price on a straight-line basis over the term of the CDA Amendment which ends on February 28, 2046.
For the three months ended June 30, 2025, and 2024, we recorded other operating income of $1.1 million and $1.1 million, respectively, from the CDA Amendment. For the six months ended June 30, 2025, and 2024, we recorded other operating income of $2.3 million and $2.3 million, respectively, from the CDA Amendment. Because we have not yet been paid the Access Fee included in the transaction price, we recorded a long-term receivable for the amount of the Access Fee that we earned through June 30, 2025, of $3.4 million, which is included in "Other assets, net" on the Condensed Consolidated Balance Sheets. For the amount of the Initial Fee we earned during the three and six months ended June 30, 2025, and 2024, we reduced the "Deferred other income, long-term" liability recorded on our Condensed Consolidated Balance Sheets.
As of June 30, 2025, we had $2.3 million recorded in "Other current liabilities" and $44.4 million recorded in "Deferred other income, long-term" on the Condensed Consolidated Balance Sheets for the unearned portion of the Initial Fee. As of December 31, 2024, we had $2.3 million recorded in "Other current liabilities" and $45.5 million recorded in "Deferred other income, long-term" on the Condensed Consolidated Balance Sheets.
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Note 8 — DEBT
Revolving Credit Facility—We maintain a $150 million revolving credit facility with a syndicate of lenders with Bank of Montreal as administrative agent. The revolving credit facility has a maturity date of August 4, 2027 . Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.50 % to 2.25 % per annum, based on our leverage ratio as calculated in accordance with the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the revolving credit facility are unconditionally guaranteed by several of our subsidiaries.
We occasionally borrow and repay amounts under the revolving credit facility for near-term working capital needs or other purposes and may do so in the future. During the three months ended June 30, 2025, we made no borrowings and made no repayments under the revolving credit facility. During the six months ended June 30, 2025, we made no borrowings and made no repayments under the revolving credit facility. During the three months ended June 30, 2024, we made no borrowings and made no repayments under the revolving credit facility. During the six months ended June 30, 2024, we made no borrowings and made $4.0 million in repayments under the revolving credit facility. As of June 30, 2025, and December 31, 2024, we had no no
As of June 30, 2025, we were in compliance with all applicable covenants under the revolving credit facility.
Interest Expense—Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2024, respectively.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Interest expense on borrowings | $ | $ | $ | $ | ||||||||||||||||||||||
| Commitment fee on unused credit facility | ||||||||||||||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||||||||||||||
| Gross interest expense | ||||||||||||||||||||||||||
| Less capitalized interest | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense, net | $ | $ | $ | $ | ||||||||||||||||||||||
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Note 9 — INTANGIBLE ASSETS
We have water rights, recorded at $19.2
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Note 10 — ASSET RETIREMENT OBLIGATION
We recognize an estimated liability for future costs associated with the abandonment and reclamation of our mining properties. A liability for the fair value of an asset retirement obligation and a corresponding increase to the carrying value of the related long-lived asset are recorded as the mining operations occur or the assets are acquired.
Our asset retirement obligation is based on the estimated cost to close 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 reclamation liabilities range from 6.9 % to 12.0 %. Revisions to the liability occur due to construction of new or expanded facilities, changes in estimated closure costs or economic lives, or to reflect new federal or state rules, regulations, or requirements regarding the closure 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, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Asset retirement obligation, at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Accretion of discount | ||||||||||||||||||||||||||
| Total asset retirement obligation, at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Less current portion of asset retirement obligation | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Long-term portion of asset retirement obligation | $ | $ | $ | $ | ||||||||||||||||||||||
As of December 31, 2024, our total asset retirement obligation was $32.9 million, of which $0.6 million was current and included in "Other current liabilities" on the Condensed Consolidated Balance Sheet.
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Note 11 — REVENUE
Revenue Recognition—We account for revenue in accordance with 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 in exchange for those goods or services. The timing of revenue recognition, billings, and cash collection may result in contract assets or contract liabilities.
Contract Balances: As of June 30, 2025, and December 31, 2024, we had a total of $2.6 million and $2.4 million of contract liabilities, respectively, of which $0.8 million and $0.8 million were current as of June 30, 2025, and December 31, 2024, respectively, and included in "Other current liabilities" on the Condensed Consolidated Balance Sheets. Customer advances received before we have satisfied our performance obligations are accounted for as a contract liability (sometimes referred to in practice as deferred revenue).
Our deferred revenue activity for the three and six months ended June 30, 2025, and 2024 is shown below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Recognized as revenue during period | ( | ( | ( | ( | ||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | ||||||||||||||||||||||
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, 2025, and 2024. We believe the disaggregation of revenue by products best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic conditions (in thousands):
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Oilfield Solutions Segment | Intersegment Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Oilfield Solutions Segment | Intersegment Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
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| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Oilfield Solutions Segment | Intersegment Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Oilfield Solutions Segment | Intersegment Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
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Note 12 — COMPENSATION PLANS
Equity Incentive Compensation Plan—Our Board of Directors ("Board") 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 2022. We have issued common stock, restricted shares, restricted stock units, and non-qualified stock option awards under the Plan. Vested restricted stock units are settled through the issuance of an equal number of common shares of Intrepid's stock. Restricted stock units do not have any of the rights available to owners of common shares of Intrepid's stock. Restricted share awards contain service-based conditions and in some instances contain both service-based and market-based conditions. Certain restricted stock unit awards contain service-based and operational performance conditions (referred to as "operational performance-based RSUs") and other restricted stock unit awards contain service-based and market-based conditions (referred to as "market-based RSUs").
As of June 30, 2025, approximately 0.6 million shares remained available for issuance under the Plan.
We recognize stock-based compensation associated with the issuance of restricted shares, non-qualified stock options, operational performance-based RSUs, and market-based RSUs by recording expense over the service period associated with each grant, based on the fair value of the grant on the grant date. For service-based awards, grant date fair value is based on Intrepid's closing share price on the grant date and expense is recognized on a straight-line basis over the required service period of the award, which is generally the vesting period of the award. For operational performance-based awards grant date fair value is based on Intrepid's closing share price on the grant date and the probable number of shares expected to vest and expense is recognized using the accelerated recognition method over the required service period, which is generally the vesting period of the award. The probable number of shares expected to vest is updated each reporting period and we record a cumulative catch-up adjustment to expense for changes to the probability assessment. For restricted share awards that contain both service-based and market-based conditions and market-based RSUs, grant date fair value is estimated using a Monte Carlo simulation valuation model and expense is recognized using the accelerated recognition method over the required service period which is generally the longer of the explicit service period or the derived service period, which is generally the expected date the market condition is estimated to be achieved.
During the three and six months ended June 30, 2024, and 2025, the Compensation Committee granted restricted shares of stock to non-employee members of our Board, executives and other key employees. The restricted shares contain service conditions, and certain awards contain both service- and market-based conditions. Restricted shares with service-based conditions granted to employees generally vest over three years and restricted shares with service-based conditions granted to non-employee members of our Board generally vest over one year . Restricted shares with service and market-based conditions vest on the later of the required service period or the achievement of the market condition threshold.
The table below shows the restricted share activity for the three and six months ended June 30, 2025, and 2024.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| Restricted Shares | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Beginning shares outstanding | ||||||||||||||||||||||||||
| Shares granted | ||||||||||||||||||||||||||
| Shares vested | ( | ( | ( | ( | ||||||||||||||||||||||
| Shares forfeited | ( | ( | ( | ( | ||||||||||||||||||||||
| Ending shares outstanding | ||||||||||||||||||||||||||
During the six months ended June 30, 2025, the Compensation Committee granted operational-performance based RSUs to executives and certain other key employees which are eligible to vest based upon potash production cost per ton for the 2027 calendar year. The operational-performance based RSUs can earn between zero and 200 % of the target number of units granted.
The table below shows the summary of operational-performance based RSUs during the three and six months ended June 30, 2025. The Compensation Committee did not grant any operational-performance based RSUs during the three and six months ended June 30, 2024. Amounts shown in the table below are based on the target number of units granted.
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| Operational Performance-Based RSUs | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||
| Beginning units outstanding | ||||||||||||||||||||||||||
| Units granted | ||||||||||||||||||||||||||
| Units vested | ||||||||||||||||||||||||||
| Units forfeited | ( | ( | ||||||||||||||||||||||||
| Ending units outstanding | ||||||||||||||||||||||||||
The Compensation Committee has granted restricted stock units ("RSUs") to executives and certain other key employees that contain service and market-based conditions. The RSUs granted contain either a relative total shareholder return ("TSR") market-based condition (referred to as the "rTSR" awards) or an absolute TSR market-based condition (referred to as the "aTSR" awards). The rTSR RSUs are eligible to vest based on our TSR during a three-year period beginning on the grant date of the rTSR award ("performance period") compared the rTSR during the performance period for the individual component companies comprising the Russell 2000 Index ("peer group"). Based on our relative performance against the peer group, rTSR awards may earn between zero and 200 % of the target number of RSUs granted.
The aTSR RSUs are eligible to vest based on the achievement of certain total price thresholds during a three-year period beginning on the grant date. Once a price threshold is met, one-half of the total RSUs earned for meeting that price hurdle vest immediately and one-half of the total RSU earned vests on the one-year anniversary date of meeting the price threshold.
The table below shows a summary of all market-based RSU activity during the three and six months ended June 30, 2025. There was no market-based RSUs activity during the three and six months ended June 30, 2024. The amounts shown in the table are based on the maximum number of market-based RSUs that could be earned under the aTSR and rTSR awards.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| Market-based RSUs | 2025 | 2025 | ||||||||||||||||||||||||
| Beginning units outstanding | ||||||||||||||||||||||||||
| Units granted | ||||||||||||||||||||||||||
| Units vested | ||||||||||||||||||||||||||
| Units forfeited | ( | ( | ||||||||||||||||||||||||
| Ending units outstanding | ||||||||||||||||||||||||||
The Compensation Committee has not granted any stock options since 2018. The table below shows the summary of all non-qualified stock option activity during the three and six months ended June 30, 2025, and 2024. All options outstanding have vested. A majority of the outstanding options expire on September 30, 2025, and the remaining options outstanding expire on November 8, 2026.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| Non-qualified Stock Options | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Beginning stock options outstanding | ||||||||||||||||||||||||||
| Stock options granted | ||||||||||||||||||||||||||
| Stock options exercised | ( | |||||||||||||||||||||||||
| Stock options forfeited | ||||||||||||||||||||||||||
| Stock options expired | ||||||||||||||||||||||||||
| Ending stock options outstanding | ||||||||||||||||||||||||||
Total share-based compensation expenses were $1.3 million and $1.2 million for the three months ended June 30, 2025, and 2024, respectively, and $2.4 million and $2.6 million for the six months ended June 30, 2025, and 2024,
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respectively. As of June 30, 2025, we had $9.9 million of total remaining unrecognized compensation expense related to awards that is expected to be recognized over a weighted-average period of 1.8 years.
Note 13 — INCOME TAXES
Our anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which our income is subject to income tax, as well as permanent differences between the financial statement carrying amounts and tax bases of assets and liabilities.
Note 14 — COMMITMENTS AND CONTINGENCIES
Reclamation Deposits and Surety Bonds—As of June 30, 2025, and December 31, 2024, we had $30.1 million and $27.0 million, respectively, of security placed principally with the Bureau of Land Management ("BLM") and the states of Utah and New Mexico for eventual reclamation of our various facilities. As of June 30, 2025, $0.6 million consisted of long-term restricted cash deposits and $29.5 million was secured by surety bonds insured by an insurer. As of December 31, 2024, $0.6 million consisted of long-term restricted cash deposits and $26.4 million was secured by surety bonds issued by an insurer. The restricted cash deposits are included in "Other assets, net" on the Condensed Consolidated Balance Sheets and the surety bonds are held in place by an annual fee paid to the issuer.
We may be required to post additional security to fund future reclamation obligations as reclamation plans are updated or as statutory, regulatory, or other agency requirements change.
Legal—We are subject to claims and legal actions in the ordinary course of business. We expense legal costs as they are incurred. While there are uncertainties in predicting the outcome of any claim or legal action, except as noted below, we believe the ultimate resolution of these claims or actions is not reasonably likely to have a material adverse effect on our financial condition, results of operations, or cash flows.
Class Action Claim
On November 6, 2024, we were served with a class action lawsuit filed in federal district court in New Mexico. The suit alleges that Intrepid and Intrepid Potash – New Mexico, LLC violated the New Mexico Minimum Wage Act by failing to properly compensate employees for putting on and removing personal protective equipment (“PPE”). The complaint seeks all unpaid wages for putting on and removing PPE for all class members, which is alleged to exceed $5.0 million. The lawsuit is still in the early stages and we are vigorously defending against the claims. We have not recorded a loss contingency related to this matter.
Water Rights
In 2017 and 2018 the New Mexico Office of the State Engineer ("OSE") granted us preliminary and emergency authorizations to sell approximately 5,700 20,000 acre feet of water per year we claimed, our predecessors in interest had forfeited all but approximately 5,800 acre feet of water per year, and that of the remaining 5,800 acre feet of water that had not been forfeited, all but 150 acre feet of water had been abandoned prior to 2017 (the "Order"). The Order limited our right to 150 acre fee per annum of water for industrial-salt processing use.
We appealed the Order to the New Mexico Court of Appeals ("NMCA"), which, on July 7, 2023, affirmed the Order. On November 17, 2023, we filed a request for the New Mexico Supreme Court ("NMSC") to reconsider and review the NMCA's decision to affirm the Order's abandonment determination. The NMSC agreed to review the NMCA's abandonment determination on February 7, 2024, and, on July 5, 2025, issued a decision upholding the NMCA’s findings. The NMSC’s decision renders the Order final.
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Given the NMSC’s decision, we will have to repay for the water we sold under preliminary and emergency authorizations. Repayment is customarily made in-kind over a period of time but can take other forms including cash repayment. If we are not able to repay in-kind due to the lack of remaining water rights or logistical constraints, we may need to purchase water to meet repayment obligations or be subject to a cash repayment. Because of the uncertainty surrounding the potential volume of water for repayment and the timing and the form of repayment, we cannot reasonably estimate the amount of the potential liability and have not recorded a loss contingency in our statement of operations related to this legal matter.
Other Legal Contingencies
In May 2025, we reported to the State of New Mexico that we had an unpermitted discharge of brine at our HB facility. We have recorded an estimated liability of $2.2 million related to the potential penalties we may incur related to this unpermitted discharge. The State of New Mexico may require us to perform remediation activities related to this incident. Given the nature and location of the discharge, we have recorded an estimated environmental liability of $0.1 million for any required environmental remediation activities based on our estimate of the costs associated with expected required environmental remediation activities. However, our estimate of any required remediation costs related to the unpermitted discharge could change significantly and could have a material adverse effect on our financial condition, results of operations, or cash flows, if we are required to perform more substantial and costly remediation activities than we currently expect to perform.
We have estimated total contingent liabilities recorded in "Other current liabilities" on the Condensed Consolidated Balance Sheets of $6.9 million as of June 30, 2025. In addition to the amounts accrued for the unpermitted discharge penalty and the estimated related environmental remediation expenses discussed above, we also have accrued a contingent liability of $3.5 million for the potential underpayment of royalties from 2012 to 2016, and $1.2 million accrued for various other items.
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Note 15 — FAIR VALUE
We measure our financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Inputs, other than Level 1, that are either directly or indirectly observable.
Level 3 - Unobservable inputs developed using estimates and assumptions which reflect those that market participants would use.
The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement.
Other financial instruments consist primarily of cash equivalents, accounts receivable, refundable income taxes, investment securities, accounts payable, accrued liabilities, and, if any, advances under our credit facility. With the exception of investment securities, we believe cost approximates fair value for our financial instruments because of the short-term nature of these instruments.
Cash Equivalents—As of June 30, 2025, we had cash equivalents of $5.8 million. As of December 31, 2024, we had cash equivalents of $2.6 million.
Held-to-Maturity Debt Investments—During the three months ended June 30, 2025, all of our held-to-maturity debt investments matured and as of June 30, 2025, we did not own any debt investment securities. As of December 31, 2024, we owned debt investment securities classified as held-to-maturity because we had the intent and ability to hold these investments to maturity. Our held-to-maturity debt investment securities consisted of U.S. government issued bonds. These debt securities were carried at amortized cost and consisted of the following (amounts in thousands):
| As of December 31, 2024 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| Short-term | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| Government bonds | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Our held to maturity investments were recorded in "Short-term investments" on the Condensed Consolidated Balance Sheets. As of December 31, 2024, we had $1.0 million in held-to-maturity debt investment securities.
Investments in Equity Securities—In May 2020, we acquired a non-controlling equity investment in W.D. Von Gonten Laboratories ("WDVGL") for $3.5 million. Initially, we accounted for this investment as an equity investment without a readily determinable fair value and elected to measure our investment, as permitted by GAAP, at cost plus or minus any adjustments for observable changes in prices resulting for orderly transactions for the identical or a similar investment of the same issuer or impairment.
In July 2022, WDVGL entered into an agreement (the “Purchase Agreement”) with National Energy Services Reunited Corporation (“NESR”), a British Virgin Islands corporation headquartered in Houston, Texas. Under the terms of the Purchase Agreement, WDVGL was combined with the consulting business owned by W.D. Von Gonten (“Consulting”) to form a new entity, W.D. Von Gonten Engineering, LLC (“Engineering”), and NESR purchased Engineering in a majority stock transaction at an agreed upon selling price. NESR stock received from the sale of Engineering was distributed to investors in WDVGL and Consulting in August 2024.
In February 2023, we received $0.2 million in cash for our investment in WDVGL. Initially, we recorded that cash received as a liability because we were required to return the cash to WDVGL if the sale of Engineering to NESR was not finalized. The sale of Engineering to NESR has since been finalized and the recorded value of our investment in WDVGL was reduced to $3.3 million, which is the aggregate cost basis of the total shares of NESR stock we received in August 2024 related to the sale of WDVGL.
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As required by Accounting Standards Codification ("ASC") Topic 321 - Investments-Equity Securities ("ASC 321"), equity securities were valued at fair value and unrealized gains and losses for investments in equity securities were included in the Condensed Consolidated Statement of Operations. In May 2025, we sold all shares of NESR we owned and received proceeds of $2.1 million. Our carrying value of the NESR shares owned was $2.5 million, and we recorded a realized loss of $0.4 million during the three months ended June 30, 2025. For the six months ended June 30, 2025, the total loss related to this investment was $0.9 million, which is included in "Other (expense) income" on the Condensed Consolidated Statement of Operations.
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Note 16 — BUSINESS SEGMENTS
Our operations are organized into three segments: potash, Trio®, and oilfield solutions. We determine reportable segments 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 ("CODM"). Our Chief Executive Officer is our CODM, who uses gross margin to evaluate segment performance. We do not allocate corporate selling and administrative expenses, nor other corporate expenses, to the respective segments. Total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to, the CODM.
Intersegment sales prices are market-based and are eliminated in the "Other" column. Information for each segment is provided in the tables that follow (in thousands).
| Three Months Ended June 30, 2025 | Potash | Trio® | Oilfield Solutions | Other | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Potash | Trio® | Oilfield Solutions | Other | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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| Three Months Ended June 30, 2024 | Potash | Trio® | Oilfield Solutions | Other | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | Potash | Trio® | Oilfield Solutions | Other | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The following table shows the reconciliation of reportable segment sales to consolidated sales and the reconciliation of segment gross margins to consolidated income before taxes (in thousands):
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total sales for reportable segments | $ | $ | $ | $ | ||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Total consolidated sales | $ | $ | $ | |||||||||||||||||||||||
| Total gross margin for reportable segments | $ | $ | $ | |||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Elimination of intersegment expenses | ||||||||||||||||||||||||||
| Unallocated amounts: | ||||||||||||||||||||||||||
| Selling and administrative | ||||||||||||||||||||||||||
| Impairment of long-lived assets | ||||||||||||||||||||||||||
| (Gain) loss on disposal of assets | ( | ( | ||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Equity in loss (gain) of unconsolidated entities | ( | |||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other non-operating expense (income) | ( | ( | ||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Significant components of cost of goods sold are also provided to our CODM to further evaluate segment performance and are shown below (in thousands);
| For the Three Months Ended June 30, 2025 | Potash | Trio® | Oilfield Solutions | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
| For the Six Months Ended June 30, 2025 | Potash | Trio® | Oilfield Solutions | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
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| For the Three Months Ended June 30, 2024 | Potash | Trio® | Oilfield Solutions | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
| For the Six Months Ended June 30, 2024 | Potash | Trio® | Oilfield Solutions | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
1 Other expense includes property taxes, insurance, royalties, and other miscellaneous expenses .
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this Quarterly Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements about, among other things, our future results of operations and financial position, our business strategy and plans, our expected capital investments and our objectives for future operations. In some cases, you can identify these statements by forward-looking words, such as "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," and "continue." Forward-looking statements are only predictions based on our current knowledge, expectations, and projections about future events.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the following:
•changes in the price, demand, or supply of our products and services;
•challenges and legal proceedings related to our water rights;
•our ability to successfully identify and implement any opportunities to grow our business whether through expanded sales of water, Trio®, byproducts, and other non-potassium related products or other revenue diversification activities;
•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 revolving credit facility, including any underlying covenants;
•write-downs of the carrying value of assets;
•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;
•the impact of trade tariffs and any potential changes to them we are unable to mitigate;
•adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines;
•increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise;
•changes in management and the board of directors, and our reliance on key personnel, including our ability to identify, recruit, and retain key personnel;
•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;
•global inflationary pressures and supply chain challenges;
•the impact of global health issues, and other global disruptions on our business, operations, liquidity, financial condition and results of operations; and
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•the other risks, uncertainties, and assumptions described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, this Quarterly Report and in other reports we file with the SEC.
In addition, new risks emerge from time to time. It is not possible for our management to predict all risks that may cause actual results to differ materially from those contained in any forward-looking statements we may make.
In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in these forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements to conform those statements to actual results or to reflect new information or future events.
Throughout this Quarterly Report, we refer to average net realized sales price per ton, which is a non-GAAP financial measure. More information about this measure, including a reconciliation of this measure to the most directly comparable GAAP financial measure, is below under the heading "Non-GAAP Financial Measure."
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Company Overview
We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride, KCl or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine, and various oilfield products and services.
Our extraction and production operations are conducted entirely in the continental U.S. 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 also have certain land, water rights, federal grazing leases, and other related assets in southeast New Mexico. We refer to these assets and operations as "Intrepid South." Our Intrepid South property generates revenue from sales of various oilfield related products and services, including but not limited to, water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
We have three segments: potash, Trio®, and oilfield solutions. We account for the sale of byproducts as revenue in the potash or Trio® segment based on which segment generated the byproduct. Intersegment sales prices are market based and are eliminated.
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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 the trends described below may continue to impact our results of operations, cash flows, and financial position.
• Tariffs and retaliatory tariffs. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and additional tariffs based on a country's trade deficit with the United States. The announcement of tariffs has led, and may continue to lead, to retaliatory tariffs by other countries. Shortly after the announcement of tariffs, the U.S. paused a majority of the additional tariffs for 90 days, until July 9, 2025, followed by an extension of the pause through August 1, 2025. On August 1, 2025, the U.S. increased certain tariffs, including on Canadian products, among others. This activity is creating uncertainty regarding the extent and impact of tariffs on our business and the economy. Since April, certain materials, such as steel and aluminum, have been subject to increased tariff rates, regardless of country of origin, and the duration of these tariffs is unknown. The U.S continues to negotiate with trade partners on potential agreements, the outcome of which remains uncertain. For now, all products covered by the United States-Mexico-Canada Agreement (USMCA), which includes the majority, if not all, of Canadian-produced potash, remain tariff-free. Tariffs, or the potential for tariffs, may affect the costs and availability of raw materials, affect our customers' purchasing decisions, contribute to increases in operating costs through increases in product and equipment costs, wages, and energy, or have other related impacts to our business and the markets in which we operate.
• Potash pricing and demand. Our potash average net realized sales price per ton(1) decreased to $361 for the three months ended June 30, 2025, compared to $405 for the same period in 2024, as Midwest warehouse prices during the spring season were lower compared to the same period of the prior year, and we sold a smaller percentage of our product into feed markets due to higher overall sales volumes. Our first half 2025 average net realized sales price per ton decreased to $332 compared to $399 for the same period in 2024, as pricing to begin the year was $70 per ton lower than in 2024, and we sold a smaller percentage of our product into feed markets due to higher overall sales volumes. Sales volume increased 25% and 33% in the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, as improved production volumes during 2024 led to more tons available for sale in the spring of 2025.
Potash prices continued to strengthen during the second quarter as increased corn acres led to strong demand across the U.S. Midwest warehouse reference prices were $370 per ton at the beginning of the second quarter and increased to $390 per ton in May 2025. In June 2025, potash summer-fill pricing was announced at $390 per ton and increased to $410 per ton shortly after the fill period ended. The response to the fill period was generally positive, with most customers placing orders for most of their third quarter needs. Pricing continues to be supported by strong agricultural demand, tightening global supply, and recent contract settlements with China and India that are supportive of U.S price levels.
As a small producer, domestic 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, currency fluctuations, and crop commodity values and outlook, also influence pricing. Our price expectations could be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases and the price and availability of other potassium products.
Various factors affect potash sales and shipments, which increases the volatility of sales volumes from quarter to quarter and season to season. We experience seasonality in potash demand, with more purchases historically occurring in February through May and September through November when purchasers are looking to have product on hand for the spring and fall application seasons in the U.S. 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.
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• Trio® pricing and demand. Our Trio® average net realized sales price per ton(1) increased to $368 and $352 for the three and six months ended June 30, 2025, respectively, compared to $314 and $306, respectively for the same periods in 2024, as rising potash prices and higher sulfate price levels led to increased Trio® prices. Sales volumes in the three and six months ended June 30, 2025, increased 11% and 18%, respectively, compared to the same periods in 2024, due to an increase in production rates and an acreage shift to corn in traditional Trio® markets which led to strong demand throughout the first half of 2025.
Strong demand from our historic customers and rising potash prices supported Trio® price levels during the second quarter. Our posted price began the second quarter at $395 per ton and we were able to realize these prices on spot truck and rail sales during the quarter, with the full benefit of those prices levels expected to be realized in the third quarter. Pricing increased another $20 per ton in June 2025 in response to rising potash price levels. Normal seasonality in fall sulfate demand is expected to reduce Trio® pricing as we approach the fall season. Our ability to realize these prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases, and the price and availability of other potassium products.
We also experience seasonality in domestic Trio® demand, with more purchases coming in the first and second quarters in advance of the spring application season in the U.S. In turn, we generally have increased inventory levels in the third and fourth quarters in anticipation of expected demand for the following year.
• Water sales. In the three and six months ended June 30, 2025, total water sales were $0.6 million and $2.1 million, respectively, compared to $2.6 million and $4.7 million, respectively, during the same periods of 2024. Sales decreased in 2025 compared to the prior year as we sold less water from our Caprock water rights and at our South Ranch as the market continues to trend towards more use of recycled water in oil and gas operations. We continue to pursue opportunities to supply or source water for additional fracs on our South Ranch, although the timing of those opportunities, if any, is uncertain.
See Note 14 of our unaudited Condensed Consolidated Financial Statements included in "Item 1. Condensed Consolidated Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q regarding legal proceedings related to our water rights.
• Byproduct sales. We sell byproducts that are derived from our potash and Trio® operations. Byproduct sales were $6.2 million and $12.6 million during the three and six months ended June 30, 2025, respectively, compared to $6.0 million and $11.4 million, respectively, for the same periods of 2024. Byproduct sales increased in both periods compared to the prior year, due primarily to increased sales of magnesium chloride as our customer was able to destock inventory that impacted 2024 sales volumes and return to more normal seasonal volumes in the first half of 2025.
• Weather Impact. After favorable weather conditions for evaporation to start to the 2025-2026 harvest year, the Carlsbad, New Mexico area where our HB facilities are located experienced above average rainfall during June and July of 2025, which has led to below average evaporation and reduced pond inventory at the end of July 2025, compared to July 2024. We expect the below average evaporation will reduce the first half 2026 production from our HB facility by approximately 20,000 tons. In response to the reduced pond inventory, we plan to shut down our HB mill for a few weeks in September to maximize potential late season evaporation. This will shift approximately 15,000 tons of 2025 production into the spring of 2026.
• HB AMAX Cavern. In July, we successfully drilled the sample well into one of the lowest sections of the AMAX mine; unfortunately, the brine pool that we anticipated encountering based on our imaging was not present. Given this outcome, we are continuing our evaluation of options to pursue an injection well and pipeline that would connect the AMAX mine to our HB injection system. Timing of construction will depend on further technical review and quantifying permitting requirements. Without AMAX brine available for 2026, we anticipate our overall brine grade into our HB pond system will be reduced. We expect this will decrease our 2026 production by approximately 25,000 tons, in addition to the weather impact discussed above.
• Other oilfield products and services. Our revenue from brine and other oilfield products and services, excluding water, recorded in our oilfield solutions segment increased to $3.7 million and $6.7 million in the three and six months ended June 30, 2025, respectively, compared to $3.0 million and $6.1 million, respectively, in the same periods of 2024, due primarily to the timing of recognizing surface use and easement revenues on our Intrepid South Ranch.
(1) Average 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."
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Consolidated Results
| (in thousands, except per ton amounts) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Sales1 | $ | 71,472 | $ | 62,055 | $ | 169,232 | $ | 141,342 | ||||||||||||||||||
| Cost of goods sold | $ | 42,641 | $ | 41,070 | $ | 103,483 | $ | 97,501 | ||||||||||||||||||
| Gross Margin | $ | 14,287 | $ | 7,624 | $ | 28,889 | $ | 14,058 | ||||||||||||||||||
| Selling and administrative | $ | 8,973 | $ | 7,937 | $ | 18,128 | $ | 16,294 | ||||||||||||||||||
| Net Income (Loss) | $ | 3,263 | $ | (833) | $ | 7,869 | $ | (3,963) | ||||||||||||||||||
Average net realized sales price per ton2 | ||||||||||||||||||||||||||
| Potash | $ | 361 | $ | 405 | $ | 332 | $ | 399 | ||||||||||||||||||
Trio® | $ | 368 | $ | 314 | $ | 352 | $ | 306 | ||||||||||||||||||
1Sales include sales of byproducts which were $6.2 million and $6.0 million for the three months ended June 30, 2025, and 2024, respectively, and $12.6 million and $11.4 million for the six months ended June 30, 2025, and 2024, respectively.
2Average net realized sales price per ton is a non-GAAP financial measure. More information about this non-GAAP financial measure is below under the heading "Non-GAAP Financial Measure."
Consolidated Results for the Three Months Ended June 30, 2025, and 2024
Sales
Our total sales for the three months ended June 30, 2025, increased $9.4 million, or 15%, compared to the same period in 2024, as Trio® segment sales increased $6.7 million and potash segment sales increased $4.0 million, partially offset by a decrease of $1.2 million in oilfield solutions segment sales.
Our Trio® segment sales increased $6.7 million, or 25%, in the three months ended June 30, 2025, compared to the same period in 2024, as we sold 11% more tons of Trio® as we had more tons available to sell due to an increase in Trio® tons produced over the past 12 months and increased corn acres during 2025, compared to 2024, led to an increase in overall nutrient demand. Our Trio® average net realized sales price per ton increased 17% due to strong prices of the individual nutrient components of Trio®, particularly sulfate.
Our total potash segment sales increased $4.0 million during the three months ended June 30, 2025, compared to the same period in 2024, as potash sales increased $3.6 million and potash segment byproduct sales increased $0.3 million. During the three months ended June 30, 2025, we sold 25% more tons of potash, compared to the same period in 2024, as we had more tons to sell due to increased potash production over the past 12 months, partially offset by a decrease of 11% in our average net realized sales price per ton as Midwest warehouse prices during the 2025 spring season were lower and we sold a smaller percentage of our product into feed markets due to higher overall sales volumes. Potash segment byproduct sales increased during the three months ended June 30, 2025, compared to the same period in 2024, due to an increase in magnesium chloride sales. Our magnesium chloride sales during the three months ended June 30, 2024, were negatively impacted as our customer entered 2024 with excess inventory. Our customer sold its excess magnesium chloride inventory during 2024, and returned to normal seasonal volumes during the three months ended June 30, 2025.
Our oilfield solutions segment sales, which include sales of water, brine water, surface use, and easements, decreased $1.2 million, or 22%, in the three months ended June 30, 2025, compared to the same period in 2024, driven by a $2.0 million decrease in water sales partially offset by a $0.9 million increase in surface use and easement revenues. Our oilfield solutions segment water revenues decreased during the three months ended June 30, 2025, compared to the same period in 2024, due to reduced oilfield activity on and around Intrepid South and decreased sales from our Caprock wells. Our surface use and easement revenues fluctuate based on the timing of recognizing revenue from the various performance obligations contained in the underlying agreements.
Our total byproduct sales, which are recorded in either our potash segment or Trio® segment, increased $0.3 million in the three months ended June 30, 2025, compared to the same period in 2024, due to an increase in magnesium chloride sales, as discussed above.
Cost of Goods Sold
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Our total cost of goods sold increased $1.6 million during the three months ended June 30, 2025, compared to the same period in 2024, as potash segment cost of goods sold increased $2.0 million, partially offset by a $0.4 million decrease in our oilfield solutions cost of goods sold.
Our potash segment cost of goods sold increased $2.0 million, or 9%, during the three months ended June 30, 2025, compared to the same period in 2024, as we sold 25% more tons of potash in the three months ended June 30, 2025, compared to the same period in 2024. Our potash production costs per ton decreased throughout 2024 and the first half of 2025 due to increased production volumes at all our facilities. This resulted in a lower carrying cost per ton for our finished goods inventory to begin 2025, compared to 2024, improving our per ton cost of goods sold in the three months ended June 30, 2025. A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs.
Our Trio® segment cost of goods sold was unchanged, during the three months ended June 30, 2025, compared to the same period in 2024, even though we sold 11% more tons. Our weighted average carrying cost per Trio® ton decreased during the three months ended June 30, 2025, compared to the same period in 2024, due to improved production rates throughout 2024 and the first half of 2025. A significant portion of our Trio® production costs are fixed and an increase in the number of tons produced decreases our per ton production costs.
Our oilfield solutions cost of goods sold decreased $0.4 million, or 13%, during the three months ended June 30, 2025, compared to the same period in 2024, mainly due to reduced water sales.
Lower of Cost or Net Realizable Value Inventory Adjustments
In the three months ended June 30, 2025, we incurred $0.4 million of lower of cost or net realizable value inventory adjustments in our potash segment, as our weighted average carrying costs for certain potash products exceeded our expected average net realized sales price for those products. We incurred $1.4 million in lower of cost or net realizable value inventory adjustments in our potash segment in the three months ended June 30, 2024.
Gross Margin
During the three months ended June 30, 2025, we generated gross margin of $14.3 million compared to gross margin of $7.6 million during the same period in 2024. As discussed above, our gross margin increased during the three months ended June 30, 2025, due to increased sales combined with lower per ton cost of goods sold for both potash and Trio®.
Selling and Administrative Expenses
During the three months ended June 30, 2025, selling and administrative expenses increased $1.0 million, or 13%, compared to the same period in 2024, as we recorded approximately $0.6 million of severance related expenses and other professional services expenses increased $0.5 million as we used more outside consultants during the three months ended June 30, 2025.
Impairment Expense
During the year ended December 31, 2023, we recorded an impairment related to our Trio® segment assets because the net book value exceeded the estimated fair value of the assets. The fair value of the Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. For any Trio® segment capital spending during the three months ended June 30, 2025, and 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets and recorded an impairment of $1.2 million and $0.8 million in the three months ended June 30, 2025, and 2024, respectively.
Other Operating Expense
Other operating expense increased $1.8 million during the three months ended June 30, 2025, compared to the same period in 2024, mainly due to a $2.2 million contingent liability recorded during the three months ended June 30, 2025, for potential fines related to an unpermitted discharge at one of our facilities. See further discussion related to the unpermitted discharge in Note 14—Commitments and Contingencies to the Condensed Consolidated Financial Statements.
Income Tax Expense
During the three months ended June 30, 2025, we incurred an immaterial amount of income tax expense compared to income tax benefit of $0.3 million during the same period in 2024. Since December 31, 2024, we have had a full valuation allowance recorded against our deferred tax assets.
Net Income
We generated net income of $3.3 million during the three months ended June 30, 2025, compared to a net loss of $0.8 million in the same period in 2024, due to the factors discussed above.
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Consolidated Results for the Six Months Ended June 30, 2025, and 2024
Sales
Our total sales for the six months ended June 30, 2025, increased $27.9 million, or 20%, compared to the same period in 2024, as Trio® segment sales increased $20.0 million and potash segment sales increased $10.0 million, partially offset by a decrease of $2.1 million in oilfield solutions segment sales.
Our Trio® segment sales increased $20.0 million, or 32%, in the six months ended June 30, 2025, compared to the same period in 2024, as we sold 18% more tons of Trio® because we had more inventory to sell due to increased production in 2024 and the first half of 2025, and our Trio® average net realized sales price per ton increased 15% in the six months ended June 30, 2025, compared to the same period in 2024, as increased sulfate price levels more than offset reduced potassium prices at the beginning of 2025, compared to the prior year period, and were supported by increasing potash prices during the second quarter of 2025.
Our total potash segment sales increased $10.0 million for the six months ended June 30, 2025, compared to the same period in 2024, as potash sales increased $8.6 million and potash segment byproduct sales increased $1.4 million. During the six months ended June 30, 2025, we sold 33% more tons of potash, compared to the same period in 2024, as we had more tons to sell due to increased production in 2024 and the first half of 2025. During the six months ended June 30, 2025, our average net realized sales price per ton decreased 17% as potash list prices at the beginning of 2025 were approximately $70 per ton lower than at the beginning of 2024. List potash prices increased throughout the first and second quarters of 2025 as demand increased due to farmers planting more corn acreage in 2025, compared to 2024.
Potash segment byproduct sales increased, compared to the same period in 2024, due to increased magnesium chloride sales. Our magnesium chloride sales during the six months ended June 30, 2024, were negatively impacted as our customer entered 2024 with excess inventory. Our customer sold its excess magnesium chloride inventory during 2024, and returned to normal seasonal volumes during the six months ended June 30, 2025.
Our oilfield solutions segment sales, which include sales of water, brine water, surface use, and easements, decreased $2.1 million, or 20%, in the six months ended June 30, 2025, compared to the same period in 2024, driven by a $2.7 million decrease in water sales partially offset by a $0.6 million increase in surface use and easement revenues. Our oilfield solutions segment water revenues decreased during the six months ended June 30, 2025, compared to the same period in 2024, due to reduced oilfield activity on and around Intrepid South and decreased sales from our Caprock wells. Our surface use and easement revenues fluctuate based on the timing of recognizing revenue from the various performance obligations contained in the underlying agreements.
Cost of Goods Sold
Our total cost of goods sold increased $6.0 million during the six months ended June 30, 2025, compared to the same period in 2024, as potash segment cost of goods sold increased $8.4 million, partially offset by decreases in Trio® segment and oilfield solutions segment cost of goods of $1.4 million, and $1.0 million, respectively.
Our potash segment cost of goods sold increased $8.4 million, or 18%, during the six months ended June 30, 2025, compared to the same period in 2024, even though we sold 33% more tons of potash in the six months ended June 30, 2025, compared to the same period in 2024. Our potash production costs per ton decreased throughout 2024 and the first half of 2025 due to increased production volumes at all our facilities. This resulted in a lower carrying cost per ton for our finished goods inventory sold in 2025, compared to 2024, improving our per ton cost of goods sold in the six months ended June 30, 2025. A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs. Finally, lower of cost or net realizable value potash inventory adjustments recorded in previous quarters lowered our weighted average carrying cost per potash ton at the beginning of 2025.
Our Trio® segment cost of goods sold decreased $1.4 million, or 3%, during the six months ended June 30, 2025, compared to the same period in 2024, even though we sold 18% more tons. Our weighted average carrying cost per Trio® ton decreased during the six months ended June 30, compared to the same period in 2024, due to improved production rates throughout 2024 and the first half of 2025 and a decrease in production labor costs, as we stopped operating an additional underground shift in March 2024 at our East facility. A significant portion of our Trio® production costs are fixed and an increase in the number of tons produced decreases our per ton production costs.
Our oilfield solutions cost of goods sold decreased $1.0 million, or 15%, during the six months ended June 30, 2025, compared to the same period in 2024, mainly due to reduced water sales.
Lower of Cost or Net Realizable Value Inventory Adjustments
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In the six months ended June 30, 2025, we incurred $1.8 million of lower of cost or net realizable value inventory adjustments in our potash segment, as our weighted average carrying costs for certain potash products exceeded our expected average net realized sales price for those products. We incurred $1.9 million in lower of cost or net realizable value inventory adjustments in our potash segment in the six months ended June 30, 2024.
Gross Margin
During the six months ended June 30, 2025, we generated gross margin of $28.9 million compared to gross margin of $14.1 million during the same period in 2024. As discussed above, our gross margin increased during the six months ended June 30, 2025, due to increased sales combined with lower per ton cost of goods sold for both potash and Trio®.
Selling and Administrative Expenses
During the six months ended June 30, 2025, selling and administrative expenses increased $1.8 million, or 11%, compared to the same period in 2024, as we recorded approximately $0.6 million of severance related expenses, and our administrative labor and benefits expenses increased $0.6 million mainly due to an increase in base salary and bonus package provided to our CEO, who was hired in December 2024. Finally, other professional services expenses increased $0.5 million during the first six months of 2025, compared to the same period in 2024, as we used more outside consultants.
Impairment Expense
During the year ended December 31, 2023, we recorded an impairment related to our Trio® segment assets because the net book value exceeded the estimated fair value of the assets. The fair value of the Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. For any Trio® segment capital spending during the six months ended June 30, 2025, and 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets and recorded an impairment of $1.9 million and $2.2 million in the six months ended June 30, 2025, and 2024, respectively.
Other Operating Expense
Other operating expense increased $0.8 million during the six months ended June 30, 2025, compared to the same period in 2024, mainly due to a $2.2 million contingent liability recorded during the three months ended June 30, 2025, for potential fines related to an unpermitted discharge at one of our facilities. See further discussion related to the unpermitted discharge in Note 14—Commitments and Contingencies to the Condensed Consolidated Financial Statements. During the six months ended June 30, 2024, we recorded a $0.9 million contingent liability for royalties assessed by the State of New Mexico on certain water sales and $0.5 million related to various miscellaneous items.
Income Tax Expense
During the six months ended June 30, 2025, we incurred income tax expense of $0.2 million compared to income tax benefit of $1.1 million during the same period in 2024, as since December 31, 2024, we have a full valuation allowance against our deferred tax assets.
Net Income
We generated net income of $7.9 million during the six months ended June 30, 2025, compared to a net loss of $4.0 million in the same period in 2024, due to the factors discussed above.
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Potash Segment
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Sales1 | $ | 33,994 | $ | 30,034 | $ | 77,571 | $ | 67,610 | ||||||||||||||||||
| Less: Freight costs | 3,660 | 2,803 | 9,446 | 6,759 | ||||||||||||||||||||||
| Warehousing and handling costs | 1,818 | 1,343 | 3,529 | 3,070 | ||||||||||||||||||||||
| Cost of goods sold | 23,239 | 21,224 | 55,481 | 47,040 | ||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | 419 | 1,352 | 1,754 | 1,855 | ||||||||||||||||||||||
| Gross Margin | $ | 4,858 | $ | 3,312 | $ | 7,361 | $ | 8,886 | ||||||||||||||||||
Depreciation, depletion, and amortization incurred2 | $ | 7,302 | $ | 6,178 | $ | 15,553 | $ | 13,149 | ||||||||||||||||||
| Potash sales volumes (in tons) | 69 | 55 | 172 | 129 | ||||||||||||||||||||||
| Potash production volumes (in tons) | 44 | 40 | 137 | 127 | ||||||||||||||||||||||
Average potash net realized sales price per ton3 | $ | 361 | $ | 405 | $ | 332 | $ | 399 | ||||||||||||||||||
1 Sales include sales of byproducts which were $6.2 million and $5.9 million for the three months ended June 30, 2025, and 2024, respectively, and $12.4 million and $11.1 million for the six months ended June 30, 2025, and 2024, respectively.
2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.
3Average net realized 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, 2025, and 2024
Our total sales in the potash segment increased $4.0 million in the three months ended June 30, 2025, compared to the same period in 2024, as potash sales recorded in the potash segment increased $3.6 million and potash segment byproduct sales increased $0.3 million.
Our potash sales increased in the three months ended June 30, 2025, compared to the same period in 2024, as we sold 25% more tons of potash, partially offset by a decrease of 11% in our average net realized sales price per ton. We sold more tons of potash in the three months ended June 30, 2025, compared to the same period in 2024, as we had more potash to sell due to increased production during the second half of 2024 and the first half of 2025. Our average net realized sales price per ton decreased compared to the prior year as Midwest warehouse prices during the 2025 spring season were lower and we sold a smaller percentage of our product into feed markets due higher overall sales volumes.
Our potash segment byproduct sales increased $0.3 million during the three months ended June 30, 2025, compared to the same period in 2024, due to an increase in magnesium chloride sales. Our magnesium chloride sales during the three months ended June 30, 2024, were negatively impacted as our customer entered 2024 with excess inventory. Our customer sold its excess magnesium chloride inventory during 2024, and returned to normal seasonal volumes during the three months ended June 30, 2025.
Potash segment freight expense increased 31% in the three months ended June 30, 2025, compared to the same period in 2024, as we sold 25% more tons of potash. Our potash freight expense is impacted by the geographic distribution of our potash and byproduct sales and by the proportion of customers arranging for and paying their own freight costs.
Our potash segment cost of goods sold increased $2.0 million, or 9%, during the three months ended June 30, 2025, compared to the same period in 2024, even though we sold 25% more tons of potash in the three months ended June 30, 2025, compared to the same period in 2024. Our potash production cost per ton decreased during the second half of 2024 and the first half of 2025 due to increased production volumes at all our facilities. Increased production resulted in a lower carrying cost per ton for our finished goods inventory to begin the second quarter of 2025, compared to 2024, improving our per ton cost of goods sold in the second quarter of 2025. A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs. Finally, lower of cost or net realizable value potash inventory adjustments recorded in previous quarters at our Wendover facility also lowered our weighted average carrying cost per potash ton to begin the second quarter of 2025.
During the three months ended June 30, 2025, we recorded lower of cost or net realizable value inventory adjustments of $0.4 million as our weighted average carrying cost per ton for inventoried potash products at our Wendover
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facility was higher than our expected average net realizable sales price per ton for those products. Potash production at our Wendover facility remained below historical production levels, which increased our weighted average carrying costs. However, we expect potash production at Wendover to improve beginning in the fall of 2025, due to the construction of the new primary pond in Wendover that was placed in service at the end of the second quarter of 2024. We recorded $1.4 million in lower of cost or net realized value inventory adjustments in the potash segment in the second quarter of 2024.
Our potash segment gross margin increased $1.5 million in the three months ended June 30, 2025, compared to the same period in 2024, due to the factors discussed above.
Six Months Ended June 30, 2025, and 2024
Our total sales in the potash segment increased $10.0 million in the six months ended June 30, 2025, compared to the same period in 2024, as potash sales recorded in the potash segment increased $8.6 million and potash segment byproduct sales increased $1.4 million.
Our potash sales increased in the six months ended June 30, 2025, compared to the same period in 2024, as we sold 33% more tons of potash, partially offset by a decrease of 17%, in our average net realized sales price per ton. Our average net realized sales price per ton decreased compared to the prior year as potash list prices at the beginning of 2025 were approximately $70 per ton lower than at the beginning of 2024. We sold more tons of potash in the six months ended June 30, 2025, compared to the same period in 2024, as we had more potash to sell due to increased production during the second half of 2024 and the first half of 2025.
Our potash segment byproduct sales during the six months ended June 30, 2025, compared to the same period in 2024, increased $1.4 million due to an increase in magnesium chloride sales. Our magnesium chloride sales during the six months ended June 30, 2024, were negatively impacted as our customer entered 2024 with excess inventory. Our customer sold its excess magnesium chloride inventory during 2024, and returned to normal seasonal volumes during the six months ended June 30, 2025.
Potash segment freight expense increased 40% in the six months ended June 30, 2025, compared to the same period in 2024, as we sold 33% more tons of potash. A portion of increased sales volumes during the six months ended June 30, 2025, were to customers located farther away from our plants, compared to the same period in 2024. Our potash freight expense is impacted by the geographic distribution of our potash and byproduct sales and by the proportion of customers arranging for and paying their own freight costs.
Our potash segment cost of goods sold increased $8.4 million, or 18%, during the six months ended June 30, 2025, compared to the same period in 2024, even though we sold 33% more tons of potash in the six months ended June 30, 2025, compared to the same period in 2024. Our potash production cost per ton decreased in 2024, due to increased production volumes at all our facilities. This resulted in a lower carrying cost per ton for our finished goods inventory as the beginning of 2025, compared to 2024, improving our per ton cost of goods sold in the six months ended June 30, 2025. In addition to the increased production in 2024, we produced 8% more tons of potash during the six months ended June 30, 2025, compared to the same period during 2024, which lowered our per ton production costs. A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs. Finally, lower of cost or net realizable value potash inventory adjustments recorded in 2024 lowered our weighted average carrying cost per potash ton to begin 2025.
During the six months ended June 30, 2025, we recorded lower of cost or net realizable value inventory adjustments of $1.8 million as our weighted average carrying cost per ton for inventoried potash products at our Wendover facility was higher than our expected average net realizable sales price per ton for those products. Potash production at our Wendover facility remained below historical production levels, which increased our weighted average carrying costs. However, we expect potash production at Wendover to improve beginning in the fall of 2025, due to the construction of the new primary pond in Wendover that was placed in service at the end of the second quarter of 2024. We recorded $1.9 million in lower of cost or net realized value inventory adjustments in the potash segment in the first half of 2024.
Our potash segment gross margin decreased $1.5 million in the six months ended June 30, 2025, compared to the same period in 2024, due to the factors discussed above.
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Additional Information Relating to Potash
The table below shows our potash sales mix for the three and six months ended June 30, 2025, and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Agricultural | 75% | 71% | 80% | 76% | ||||||||||||||||||||||
| Industrial | 5% | 4% | 3% | 3% | ||||||||||||||||||||||
| Feed | 20% | 25% | 17% | 21% | ||||||||||||||||||||||
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Trio® Segment
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Sales1 | $ | 33,212 | $ | 26,522 | $ | 83,054 | $ | 63,010 | ||||||||||||||||||
| Less: Freight costs | 7,409 | 6,660 | 19,173 | 15,634 | ||||||||||||||||||||||
| Warehousing and handling costs | 1,296 | 1,243 | 3,075 | 2,605 | ||||||||||||||||||||||
| Cost of goods sold | 16,421 | 16,437 | 42,286 | 43,728 | ||||||||||||||||||||||
| Gross Margin | $ | 8,086 | $ | 2,182 | $ | 18,520 | $ | 1,043 | ||||||||||||||||||
Depreciation, depletion, and amortization incurred2 | $ | 871 | $ | 851 | $ | 1,715 | $ | 1,735 | ||||||||||||||||||
| Sales volumes (in tons) | 70 | 63 | 181 | 154 | ||||||||||||||||||||||
| Production volumes (in tons) | 70 | 68 | 132 | 122 | ||||||||||||||||||||||
Average Trio® net realized sales price per ton3 | $ | 368 | $ | 314 | $ | 352 | $ | 306 | ||||||||||||||||||
1 Sales include sales of byproducts which were immaterial and $0.1 million for the three months ended June 30, 2025, and 2024, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2025, and 2024, respectively.
2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.
3Average net realized 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, 2025, and 2024
Trio® segment sales increased 25% during the three months ended June 30, 2025, compared to the same period in 2024. Trio® sales increased $6.8 million, partially offset by a decrease of $0.1 million Trio® segment byproduct sales. Trio® sales increased primarily due to an 11% increase in tons sold, combined with a 17% increase in our average net realized sales price per ton. Our average net realized sales price per ton increased during the three months ended June 30, 2025, compared to the same period in 2024, as increased sulfate prices and strong demand drove prices higher. We sold more tons during the three months ended June 30, 2025, compared to the same period in 2024, as we had more tons to sell due to continued increased production and nutrient demand was strong as farmers planted more corn acres.
Trio® freight costs increased 11% during the three months ended June 30, 2025, compared to the same period in 2024, as we sold 11% more tons. Our Trio® freight expense is impacted by the geographic distribution of our Trio® sales and by the proportion of customers arranging for and paying their own freight costs.
Our Trio® cost of goods sold were virtually unchanged in the three months ended June 30, 2025, compared to the same period in 2024, even though we sold 11% more tons. Our production costs per ton improved over the past twelve months due to production increases. A significant portion of our production costs are fixed and increases in production lowers our per ton production costs.
Our Trio® segment generated gross margin of $8.1 million in the three months ended June 30, 2025, compared to gross deficit of $2.2 million in the same period in 2024, mainly due to increased sales in our Trio® segment combined with an improvement in our Trio® cost of goods sold per ton.
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Impairment Expense
During the year ended December 31, 2023, we recorded an impairment related to our Trio® segment assets because the net book value exceeded the estimated fair value of the assets. The fair value of the Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. For any new Trio® segment capital spending during the three months ended June 30, 2025, and 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets, and we recorded an additional impairment of $1.2 million and $0.8 million, respectively. Although we have reduced capital spending at our East facility compared to prior years, we expect to incur additional capital expenditures in future periods for our Trio® segment assets that we will likely have to impair.
Six Months Ended June 30, 2025, and 2024
Trio® segment sales increased 32% during the six months ended June 30, 2025, compared to the same period in 2024. Trio® sales increased $20.2 million as we sold 18% more tons, combined with a 15% increase in our average net realized sales price per ton. We sold more tons as we had more product to sell due to increased production over the past twelve months. Our average net realized sales price per ton increased during the six months ended June 30, 2025, compared to the same period in 2024, due to strong prices of the individual nutrient components of Trio®, particularly sulfate.
Trio® freight costs increased 23% during the six months ended June 30, 2025, compared to the same period in 2024, as we sold 18% more tons. Our Trio® freight expense is impacted by the geographic distribution of our Trio® sales and by the proportion of customers arranging for and paying their own freight costs.
Our Trio® cost of goods sold decreased 3% in the six months ended June 30, 2025, compared to the same period in 2024, even though we sold 18% more tons. Our cost of goods sold was positively impacted by improved production rates throughout 2024, which led to a lower carrying cost per ton for our finished goods inventory to begin 2025, and decreases in production labor and maintenance costs, as we stopped operating an additional underground shift in March 2024 at our East facility. A significant portion of our production costs is fixed and an increase in the number of tons produced decreases our per ton production costs.
Our Trio® segment generated gross margin of $18.5 million in the six months ended June 30, 2025, compared to gross margin of $1.0 million in the same period in 2024, mainly due to increased sales in our Trio® segment combined with an improvement in our Trio® cost of goods sold per ton.
Impairment Expense
During the year ended December 31, 2023, we recorded an impairment related to our Trio® segment assets because the net book value exceeded the estimated fair value of the assets. The fair value of the Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. For any new Trio® segment capital spending during the six months ended June 30, 2025, and 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets, and we recorded an additional impairment of $1.9 million and $2.2 million, respectively. Although we have reduced capital spending at our East facility compared to prior years, we expect to incur additional capital expenditures in future periods for our Trio® segment assets that we will likely have to impair.
Additional Information Relating to Trio®
The table below shows the percentage of Trio® tons sold into the domestic and export markets during the three and six months ended June 30, 2025, and 2024.
| United States | Export | |||||||||||||
| For the Three Months Ended June 30, 2025 | 88% | 12% | ||||||||||||
| For the Six Months Ended June 30, 2025 | 90% | 10% | ||||||||||||
| For the Three Months Ended June 30, 2024 | 88% | 12% | ||||||||||||
| For the Six Months Ended June 30, 2024 | 88% | 12% | ||||||||||||
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Oilfield Solutions Segment
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Sales | $ | 4,324 | $ | 5,539 | $ | 8,724 | $ | 10,862 | ||||||||||||||||||
| Less: Cost of goods sold | 2,981 | 3,409 | 5,716 | 6,733 | ||||||||||||||||||||||
| Gross Margin | $ | 1,343 | $ | 2,130 | $ | 3,008 | $ | 4,129 | ||||||||||||||||||
| Depreciation, depletion, and amortization incurred | $ | 981 | $ | 1,195 | $ | 1,962 | $ | 2,266 | ||||||||||||||||||
Three Months Ended June 30, 2025, and 2024
Our oilfield solutions segment sales decreased $1.2 million in the three months ended June 30, 2025, compared to the same period in 2024, due to a $2.0 million decrease in water sales, partially offset by a $0.9 million increase in surface use and easement sales. Our water sales decreased during the three months ended June 30, 2025, due to reduced oilfield activity on and around Intrepid South and decreased sales from our Caprock wells during the three months ended June 30, 2025. Surface use and easement revenues fluctuate based on the timing of recognizing revenue from the various performance obligations contained in the underlying agreements.
Our cost of goods sold decreased $0.4 million, or 13%, in the three months ended June 30, 2025, compared to the same period in 2024, mainly due to reduced water sales.
Gross margin for the three months ended June 30, 2025, decreased $0.8 million compared to the same period in 2024, due to the factors discussed above.
Six Months Ended June 30, 2025, and 2024
Our oilfield solutions segment sales decreased $2.1 million in the six months ended June 30, 2025, compared to the same period in 2024, due to a $2.7 million decrease in water sales, partially offset by a $0.6 million increase in surface use and easement sales. Our water sales decreased during the six months ended June 30, 2025, due to reduced oilfield activity on and around Intrepid South and decreased sales from our Caprock wells during the six months ended June 30, 2025. Surface use and easement revenues fluctuate based on the timing of recognizing revenue from the various performance obligations contained in the underlying agreements.
Our cost of goods sold decreased $1.0 million, or 15%, in the six months ended June 30, 2025, 2025, compared to the same period in 2024, mainly due to reduced water sales.
Gross margin for the six months ended June 30, 2025, 2025, decreased $1.1 million compared to the same period in 2024, due to the factors discussed above.
Specific Factors Affecting Our Results
Sales
Our gross sales are derived from the sales of potash, Trio®, water, salt, magnesium chloride, brine water, and various other products and services offered to oil and gas producers. Total sales are determined by the quantities of products we sell and the sales prices we realize. For potash, Trio®, and salt, we quote prices to customers both on a delivered basis and on the basis of pick-up at our plants and warehouses. We incur freight costs on most of our potash, Trio® and salt sales, but some customers arrange and pay for their own freight directly. When we arrange and pay for freight, our quotes and billings are based on expected freight costs to the points of delivery. When we calculate our potash and Trio® average net realized sales price per ton, we deduct any freight costs included in sales before dividing by the number of tons sold. We believe the deduction of freight costs provides a more representative measure of our performance in the market due to variations caused by ongoing changes in the proportion of customers paying for their own freight, the geographic distribution of our products, and freight rates. Freight rates have been increasing, and if we are unable to pass the increased freight costs on to the customer, our average net realized sales price per ton is negatively affected. We manage our sales and marketing operations centrally and we work to achieve the highest average net realized sales price per ton we can by evaluating the product needs of our customers and associated logistics and then determining which of our production facilities can best satisfy these needs.
The volume of products 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 consider current inventory levels and expect to continue to do so for the foreseeable future.
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Our water sales and other products and services offered through our oilfield solutions segment are driven by demand from oil and gas exploration companies drilling in the Permian Basin. As such, demand for our water is generally stronger during a cyclical expansion of oil and gas drilling. Likewise, a cyclical contraction of oil and gas drilling may decrease demand for our water and the other products and services offered through our oilfield solutions segment.
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. Certain elements of our cost structure associated with contract labor, consumable operating supplies, reagents, and royalties are variable, but these variable elements make up a smaller component of our total cost structure. 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. Because all of our potash is produced from solution mining, weather has a significant impact on our potash production. 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 varies with the grade of ore extracted. For the three months ended June 30, 2025, our average royalty rate for potash and Trio® combined was 5.2%. For the six months ended June 30, 2025, our average royalty rate for potash and Trio® combined was 5.0%. For the three and six months ended June 30, 2024, our average royalty rate for potash and Trio® combined was 4.7%.
Income Taxes
We are subject to federal and state income taxes on our taxable income. Our effective tax rate for the six months ended June 30, 2025, was 2.8%. Our effective tax rate differed from the statutory rate during this period due to the valuation allowance established to offset our deferred tax assets. Our effective tax rate for the six months ended June 30, 2024, was 21.4 % which differed from the statutory rate during this period primarily from the permanent difference between book and tax income for the percentage depletion deduction and the effect of state tax law changes.
Our federal and state income tax returns are subject to examination by federal and state tax authorities.
For the six months ended June 30, 2025, we incurred $0.2 million of income tax expense. For the six months ended June 30, 2024, we realized income tax benefit of $1.1 million.
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 rates 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 Sheets and thus increase or decrease the deferred tax benefit or deferred income tax expense on the income statement.
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Capital Investments
During the three and six months ended June 30, 2025, cash paid for property, plant, equipment, mineral properties, intangible and other assets was $4.1 million and $12.4 million, respectively.
We expect to make capital investments in 2025 of $32 million to $37 million, with the majority of this being sustaining capital. We may adjust our investment plans as our expectations for 2025 change. We anticipate our 2025 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, 2025, we had cash and cash equivalents of $85.0 million, compared to $41.3 million at December 31, 2024. The increase in our cash balance during the first half of 2025 was due primarily to increased potash and Trio® segment sales.
Our operations have primarily been funded from cash on hand, cash generated by operations, borrowings under our revolving credit facility, and proceeds from debt and equity offerings. We continue to monitor our future sources and uses of cash and anticipate that we may adjust our capital allocation strategies when, and as determined by our Board of Directors. We may attempt to raise capital and improve our liquidity position in the future through the issuance of additional equity or debt securities, subject to prevailing market conditions and in accordance with our existing debt agreements. However, there is no assurance that we will be able to successfully raise additional capital on acceptable terms or at all. With our current cash on hand, the remaining availability under our credit facility, and the expected cash generated from operations, we believe we have sufficient liquidity to meet our obligations for the next twelve months.
The following summarizes our cash flow activity for the six months ended June 30, 2025, and 2024 (in thousands):
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows provided by operating activities | $ | 50,860 | $ | 69,278 | ||||||||||
| Cash flows used in investing activities | $ | (5,798) | $ | (16,407) | ||||||||||
| Cash flows used in financing activities | $ | (1,318) | $ | (5,275) | ||||||||||
Operating Activities
Net cash provided by operating activities through June 30, 2025, was $50.9 million, a decrease of $18.4 million compared with the six months of 2024, mainly due to a $45 million cash payment received in January 2024 under the cooperative development agreement and Amendment with XTO, partially offset by the increase in sales during the first six months of 2025, compared to the first six months of 2024.
Investing Activities
Net cash used in investing activities decreased by $10.6 million in the first six months of 2025, compared with the same period in 2024, due to a decrease in capital spending partially offset by a lower amount of proceeds received for the sale of equipment.
Financing Activities
Revolving Credit Facility—We maintain a $150 million revolving credit facility with a syndicate of lenders with Bank of Montreal as administrative agent. The revolving credit facility has a maturity date of August 4, 2027. As of June 30, 2025, borrowings under the credit facility bear interest at the SOFR plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the amended agreement governing the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.
We occasionally borrow and repay amounts under the revolving credit facility for near-term working capital needs or other purposes and may do so in the future. During the three and six months ended June 30, 2025, we made no borrowings and made no repayments under the revolving credit facility. During the three months ended June 30, 2024, we made no borrowings and made no repayments under the revolving credit facility. During the six months ended June 30, 2024, we made
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no borrowings and made $4.0 million in repayments under the revolving credit facility. As of June 30, 2025, and December 31, 2024, we had no borrowings outstanding and no outstanding letters of credit under this facility.
As of June 30, 2025, we were in compliance with all applicable covenants under the revolving credit facility.
As of August 1, 2025, we had approximately $87.0 million in cash and cash equivalents and no borrowings under the revolving credit facility. We have $150.0 million of remaining availability under the revolving credit facility as of July 31, 2025.
Share Repurchase Program—In February 2022, our Board of Directors approved a $35 million share repurchase program. Under the share repurchase program, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, volume and nature of share repurchases, if any, will be at our sole discretion and will be dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. We repurchased 608,657 shares totaling $22.0 million from August 2022 through December 2022, with approximately $13 million remaining available under the repurchase program authorization. For the six months ended June 30, 2025, we did not repurchase any shares under the share repurchase program.
Critical Accounting Policies and Estimates
Our Annual Report on Form 10-K for the year ended December 31, 2024, describes the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. We have not made any significant changes to our critical accounting policies since December 31, 2024.
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Non-GAAP Financial Measure
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, from time to time we use "average net realized sales price per ton," which is a non-GAAP financial measure. This non-GAAP financial measure should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, because the presentation of this non-GAAP financial measure varies among companies, our presentation of this non-GAAP financial measure may not be comparable to similarly titled measures used by other companies.
We believe average net realized sales price per ton, when used in conjunction with GAAP financial measures, provides useful information to investors for analysis of our business and operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to the key metric we use in our financial and operational decision making. We use this non-GAAP financial measure as one of our tools in comparing period-over-period performance on a consistent basis and when planning, forecasting, and analyzing future periods. We believe this non-GAAP financial measure is used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the potash mining industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions.
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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 segment sales, the most directly comparable GAAP financial measure for the three and six months ended June 30, 2025, and 2024:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | Potash | Trio® | Potash | Trio® | ||||||||||||||||||||||
| Total Segment Sales | $ | 33,994 | $ | 33,212 | $ | 30,034 | $ | 26,522 | ||||||||||||||||||
| Less: Segment byproduct sales | 6,195 | 20 | 5,896 | 109 | ||||||||||||||||||||||
| Freight costs | 2,859 | 7,409 | 1,871 | 6,660 | ||||||||||||||||||||||
| Subtotal | $ | 24,940 | $ | 25,783 | $ | 22,267 | $ | 19,753 | ||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Tons sold | 69 | 70 | 55 | 63 | ||||||||||||||||||||||
| Average net realized sales price per ton | $ | 361 | $ | 368 | $ | 405 | $ | 314 | ||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | Potash | Trio® | Potash | Trio® | ||||||||||||||||||||||
| Total Segment Sales | $ | 77,571 | $ | 83,054 | $ | 67,610 | $ | 63,010 | ||||||||||||||||||
| Less: Segment byproduct sales | 12,449 | 184 | 11,060 | 313 | ||||||||||||||||||||||
| Freight costs | 7,996 | 19,173 | 5,017 | 15,634 | ||||||||||||||||||||||
| Subtotal | $ | 57,126 | $ | 63,697 | $ | 51,533 | $ | 47,063 | ||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Tons sold | 172 | 181 | 129 | 154 | ||||||||||||||||||||||
| Average net realized sales price per ton | $ | 332 | $ | 352 | $ | 399 | $ | 306 | ||||||||||||||||||
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II, Item 7A., "Quantitative and Qualitative Disclosure About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2024, describes our exposure to market risk. There have been no material changes to our market risk exposure since December 31, 2024.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC'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 the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025, 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, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and our principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Intrepid have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
For information regarding litigation, other disputes and regulatory proceedings see Part I - Item1. Financial Statements, Note 14 - Commitments and Contingencies.
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ITEM 1A.RISK FACTORS
Our future performance is subject to a variety of risks and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and the trading price of our common stock. These risks and uncertainties are described in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024. Except as set forth below, 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, 2024.
Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.
We are subject to numerous federal, state, and local laws and regulations covering a wide variety of business practices. Changes in these laws or regulations could require us to modify our operations, objectives, or reporting practices in ways that adversely impact our financial condition or results of operations. In addition, new laws and regulations, including economic sanctions, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business. For example, the recent imposition of additional tariffs, or proposed tariffs, by the U.S. on various countries (as well as potential retaliatory tariffs against the U.S.), could increase our cost of doing business and may lead to further challenges for us in the various markets in which we operate.
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and additional tariffs based on a country's trade deficit with the United States. The announcement of tariffs has led, and may continue to lead, to retaliatory tariffs by other countries. Shortly after the announcement of tariffs, the U.S. paused a majority of the additional tariffs for 90 days until July 9, 2025, followed by an extension of the pause through August 1, 2025. In addition to the pause on the announced tariffs, the U.S. government has indicated that it has plans to increase certain tariffs, including on Canadian products, among others. This activity is creating uncertainty regarding the extent and impact of tariffs on our business and the economy. Tariffs, or the potential for tariffs, may affect the costs and availability of raw materials, affect our customers' purchasing decisions, contribute to increases in operating costs through increases in product and equipment costs, wages, and energy, or have other related impacts to our business and the markets in which we operate.
Additionally, we are subject to significant regulation under MSHA and OSHA. High-profile mining accidents could prompt governmental authorities to enact new laws and regulations that apply to our operations or to more strictly enforce existing laws and regulations. See also “Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.”
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ITEM 2.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 Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs2 | ||||||||||||||||||||||
| April 1, 2025 through April 30, 2025 | 3,791 | 29.63 | — | $ | 12,987,860 | |||||||||||||||||||||
| May 1, 2025 through May 31, 2025 | 1,881 | 32.57 | — | 12,987,860 | ||||||||||||||||||||||
| June 1, 2025 through June 30, 2025 | — | $ | — | — | 12,987,860 | |||||||||||||||||||||
| Total | 5,672 | $ | 30.61 | — | $ | 12,987,860 | ||||||||||||||||||||
1 Represents shares of common stock we withheld to cover withholding taxes due upon vesting of restricted stock held by our employees.
2 Represents the remaining dollar amount available to repurchase shares of common stock under the $35 million share repurchase program approved by the Board of Directors in February 2022. Under the share repurchase program, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, volume and nature of share repurchases, if any, will be at our sole discretion and will be dependent on market conditions, liquidity, applicable securities laws, and other factors. We did not repurchase any shares during the three months ended June 30, 2025, and we may suspend or discontinue the share repurchase program at any time.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
We are committed to providing a safe and healthy work environment. The objectives of our safety programs are to eliminate workplace accidents and incidents, preserve employee health, and comply with all safety- and health-based regulations. We seek to achieve these objectives by training employees in safe work practices; establishing, following, and improving safety standards; involving employees in safety processes; openly communicating with employees about safety matters; and recording, reporting, and investigating accidents, incidents, and losses to avoid recurrence. As part of our ongoing safety programs, we collaborate with the Mine Safety and Health Administration (“MSHA”) and the New Mexico Bureau of Mine Safety to identify and implement accident prevention techniques and practices.
Our East, West, and North facilities in New Mexico are subject to regulation 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
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ITEM 6.EXHIBITS
| Exhibit No. | Description | |||||||
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.* | ||||||||
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.* | ||||||||
| 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.** | ||||||||
| 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.** | ||||||||
| Mine Safety Disclosure Exhibit.* | ||||||||
| 101.INS | Inline XBRL Instance Document (Note that the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document).* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |||||||
| 101.CAL | Inline XBRL Extension Calculation Linkbase Document.* | |||||||
| 101.LAB | Inline XBRL Extension Label Linkbase Document.* | |||||||
| 101.PRE | Inline XBRL Extension Presentation Linkbase Document.* | |||||||
| 101.DEF | Inline XBRL Extension Definition Linkbase Document.* | |||||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INTREPID POTASH, INC. (Registrant) | ||||||||
| Dated: August 7, 2025 | /s/ Kevin S. Crutchfield | |||||||
Kevin S. Crutchfield - Chief Executive Officer (Principal Executive Officer) | ||||||||
| Dated: August 7, 2025 | /s/ Matthew D. Preston | |||||||
Matthew D. Preston - Chief Financial Officer (Principal Financial Officer) | ||||||||
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 15 U.S.C. SECTION 7241, AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin S. Crutchfield, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 7, 2025 | /s/ Kevin S. Crutchfield | |||||||
Kevin S. Crutchfield Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 15 U.S.C. SECTION 7241, AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mathew D. Preston, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Intrepid Potash, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: August 7, 2025 | /s/ MATTHEW D. PRESTON | |||||||
Matthew D. Preston Chief Financial Officer | ||||||||
Exhibit 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
In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the "Report"), of Intrepid Potash, Inc. (the "Registrant") with the Securities and Exchange Commission and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Kevin S. Crutchfield, Chief Executive Officer of the Registrant, certify that to the best of my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Dated: August 7, 2025 | /s/ Kevin S. Crutchfield | |||||||
Kevin S. Crutchfield Chief Executive Officer | ||||||||
This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and will not, except to the extent required by such Act, be deemed filed by the Registrant for purposes of Section 18 of the Exchange Act. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
Exhibit 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
In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the "Report"), of Intrepid Potash, Inc. (the "Registrant") with the Securities and Exchange Commission and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Matthew D. Preston, Chief Financial Officer of the Registrant, certify that to the best of my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Dated: August 7, 2025 | /s/ MATTHEW D. PRESTON | |||||||
Matthew D. Preston Chief Financial Officer | ||||||||
This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and will not, except to the extent required by such Act, be deemed filed by the Registrant for purposes of Section 18 of the Exchange Act. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
Exhibit 95.1
The table below provides information for the quarter ended June 30, 2025, about certain mine safety and health citations issued to Intrepid or its subsidiaries by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) and about certain other regulatory matters.
Mine Name and MSHA Identification Number | Section 104 S&S Citations | Section 104(b) Orders | Section 104(d) Citations and Orders | Section 110(b)(2) Violations | Section 107(a) Orders | Total Dollar Value of MSHA Assessments Proposed | Total Number of Mining-Related Fatalities | Received Notice of Pattern of Violations Under Section 104(e) | Received Notice of Potential to Have Pattern under Section 104(e) | Legal Actions Pending as of the End of the Period | Legal Actions Initiated During the Period | Legal Actions Resolved During the Period | ||||||||||||||||||||||||||
| Intrepid Potash East (29-00170) | 4 | — | — | — | — | $6,414 | — | — | — | 3 | 3 | — | ||||||||||||||||||||||||||
| Intrepid Potash West (29-00175) | — | — | — | — | — | 151 | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Intrepid Potash North (29-02028) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Below are additional details about the information provided in the table above:
•General - In general, the number of citations and orders will vary depending on the size of the mine, the individual inspector assigned to the mine, and the specific mine characteristics. Citations and orders can be contested and appealed and, in that process, are often reduced in severity and amount and are sometimes vacated.
•MSHA Identification Numbers - MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities. We provide the information in the table by MSHA identification number.
•Section 104 Significant and Substantial (“S&S”) Citations - These citations are issued for alleged violations of a mining safety standard or regulation where there exists a reasonable likelihood that the hazard contributed to or will result in an injury or illness of a reasonably serious nature.
•Section 104(b) Orders - These orders are issued for alleged failure to totally abate the subject matter of a Section 104(a) citation within the period specified in the citation.
•Section 104(d) Citations and Orders - These citations and orders are issued for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mining safety standard or regulation.
•Section 110(b)(2) Violations - These violations are issued, and penalties are assessed, for flagrant violations (i.e., a reckless or repeated failure to make reasonable efforts to eliminate a known violation that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).
•Section 107(a) Orders - These orders are issued for an imminent danger to immediately remove miners.
•Total Dollar Value of MSHA Assessments Proposed - Proposed assessments issued during the period do not necessarily relate to the citations or orders issued by MSHA during that period or to the pending legal actions reported in the table.
•Notice of Pattern of Violations Under Section 104(e); Notice of Potential to Have Pattern under Section 104(e) - These notices are issued for a pattern of violation of mandatory health or safety standards or for the potential to have such a pattern.
•Legal Actions Pending, Initiated, and Resolved - The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. Each legal action is assigned a docket number by the Commission and may have as its subject matter one or more citations, orders, penalties, or complaints.
The table below summarizes the types of legal actions that were pending as of June 30, 2025:
Mine Name and MSHA Identification Number | Contests of Citations and Orders | Contests of Proposed Penalties | Complaints for Compensation | Complaints of Discharge, Discrimination or Interference | Applications for Temporary Relief | Appeals of Judges’ Decisions or Orders | Total | ||||||||||||||||
| Intrepid Potash East (29-00170) | 3 | — | — | — | — | — | 3 | ||||||||||||||||
| Intrepid Potash West (29-00175) | — | — | — | — | — | — | — | ||||||||||||||||
| Intrepid Potash North (29-02028) | — | — | — | — | — | — | — | ||||||||||||||||
•Contests of Citations and Orders relate to challenges by operators, miners or miners' representatives to the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties) are administrative proceedings challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order.
•Complaints for Compensation are filed by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA for the purpose of determining the amount of compensation, if any, due miners idled by the orders.
•Complaints of Discharge, Discrimination or Interference involve a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint, or that he or she has suffered discrimination and lost his or her position.