ipi-20210331

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

March 31, 2021

☐

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

For the transition period from ______ to ______

Commission File Number: 001-34025

INTREPID POTASH, INC.

(Exact Name of Registrant as Specified in its Charter)


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

(303) 296-3006

(Registrant’s telephone number, including area code)


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

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

IPI

New York Stock Exchange

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐


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

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

Yes

☐

☒

As of April 27, 2021, the registrant had outstanding 13,445,803 shares of common stock, par value $0.001 per share.

Table of Contents

INTREPID POTASH, INC.

TABLE OF CONTENTS


						Page
			PART I - FINANCIAL INFORMATION			1
			ITEM 1. Condensed Consolidated Financial Statements (Unaudited)			1
			Condensed Consolidated Balance Sheets			1
			Condensed Consolidated Statements of Operations			2
			Condensed Consolidated Statements of Stockholders' Equity			3
			Condensed Consolidated Statements of Cash Flows			4
			Notes to Condensed Consolidated Financial Statements			6
			ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			20
			ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			36
			ITEM 4. Controls and Procedures			36
			PART II - OTHER INFORMATION			37
			ITEM 1. Legal Proceedings			37
			ITEM 1A. Risk Factors			38
			ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
			ITEM 3. Defaults Upon Senior Securities			39
			ITEM 4. Mine Safety Disclosures			39
			ITEM 5. Other Information			39
			ITEM 6. Exhibits			40
			Signatures			41

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	March 31,		December 31,
	2021		2020
ASSETS
Cash and cash equivalents	$	35,995	$	19,515

Accounts receivable:
Trade, net	36,898		22,795
Other receivables, net	2,298		1,577

Inventory, net	78,919		88,673
Prepaid expenses and other current assets	2,906		3,228
Total current assets	157,016		135,788

Property, plant, equipment, and mineral properties, net	348,945		355,497

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


Other assets, net	10,676		10,819

Total Assets	$	565,180	$	550,188
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable	$	13,648	$	7,278


Accrued liabilities	13,080		12,701
Accrued employee compensation and benefits	5,928		4,422

Current portion of long-term debt, net	10,000		10,000
Other current liabilities	36,264		32,816
Total current liabilities	78,920		67,217

Advances on credit facility	29,817		29,817
Long-term debt, net	14,912		14,926
Asset retirement obligation	24,313		23,872
Operating lease liabilities	1,851		2,136
Other non-current liabilities	928		961
Total Liabilities	150,741		138,929
Commitments and Contingencies
Common stock, 0.001 par value; 40,000,000 shares authorized;
13,065,654 and 13,049,820 shares outstanding
at March 31, 2021, and December 31, 2020, respectively	13		13
Additional paid-in capital	657,566		656,837

Accumulated deficit	(243,140)		(245,591)
Total Stockholders' Equity	414,439		411,259
Total Liabilities and Stockholders' Equity	$	565,180	$	550,188

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

INTREPID POTASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


	Three Months Ended March 31,
	2021		2020
Sales	$	71,463	$	63,984
Less:
Freight costs	12,078		11,860
Warehousing and handling costs	2,632		2,904
Cost of goods sold	47,645		43,047
Lower of cost or net realizable value inventory adjustments	—		550

Gross Margin	9,108		5,623

Selling and administrative	5,791		6,599
Accretion of asset retirement obligation	441		435


Litigation settlement	—		10,075
Loss (gain) on sale of assets	2		(4,696)
Other operating expense (income)	6		(11)
Operating Income (Loss)	2,868		(