What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-07 compared with 2022-03-08 · 99 added, 153 removed, 459 unchanged (35% of the section changed)

6 unchanged sentences

Risks Related to Our Business

• The COVID-19 pandemic has, and may continue to, disrupt our business, including, among other things, demand for our products, our personnel and production processes, each of which has and could continue to materially affect our operations, liquidity, financial condition and results of operations.

• Our potash sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

3 unchanged sentences

• We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively.

• Aggressive pricing or operating strategies by our competitors could adversely affect our sales and results of operations.

• Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations.

• The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements.

16 unchanged sentences

• Our business may be adversely affected by union activities.

• We will be subject to a number of uncertainties while we pursue the initial public offering of Intrepid Acquisition Corporation I (“IACI”), and during the timeframe when IACI pursues an initial business combination, which could adversely affect our business, financial condition, results of operations, cash flows and stock price.

Risks Related to Our Industry

1 unchanged sentence

• Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations.

• Mining is a hazardous process, and accidents could result in significant costs or production delays.

• Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays.

• The grade of ore that we mine could vary from our projections due to the complex geology and mineralogy of reserves, which could adversely affect our production and our results of operations.

5 unchanged sentences

• Future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

• Despite our current level of indebtedness, we may incur more debt and undertake additional obligations.

Incurring such debt or undertaking such additional obligations could further exacerbate the risks to our financial condition.

• The phase out of the London Interbank Offered Rate ("LIBOR") could adversely affect our financial results.

• Adverse conditions in the global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

• Market upheavals due to military actions, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

• Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

• The loss of, or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity.

Risks Related to Compliance, Regulatory and Legal

7 unchanged sentences

• The price of our common stock may be volatile and you could lose all or part of your investment.

• The market price of our common stock may be adversely affected by the future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur.

• The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely the market price of our common stock.

• We do not anticipate paying cash dividends on our common stock.

1 unchanged sentence

• We may issue additional securities, including securities that are senior in right of dividends, liquidation, and voting to our common stock, without your approval, which would dilute your existing ownership interests.

• If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our operating results do not meet their expectations, our stock price could decline.

Risks Related to Our Business

The COVID-19 pandemic has, and may continue to, disrupt our business, including, among other things, demand for our products, our personnel and production processes, each of which has and could continue to materially affect our operations, liquidity, financial condition and results of operations.

The COVID-19 pandemic has, and could continue to, negatively affect our operations, liquidity, financial condition and results of operations.

During 2020, measures designed to contain the spread of COVID-19 had a negative impact on the global economy.

Oil demand decreased and, as a result, we saw a significant decline in oil and gas activity near our Carlsbad, New Mexico operations.

We experienced a significant decrease in the sale of water and other oilfield related products and services, which negatively impacted our overall results.

During 2021, many of these restrictions were reduced or removed and overall economic activity and our financial results improved.

The situation remains dynamic and subject to rapid and possibly material change, including, but not limited to, changes that may materially affect the demand for our products, our mining operations, and the operations of our customers and supply chain partners.

These changes could result in material negative effects on our business, results of operations, financial condition, liquidity position and ability to maintain compliance with our debt covenants.

Our efforts to manage and mitigate the risks may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of COVID-19 and related variants, the efficacy and adoption of vaccines against COVID-19 and related variants, as well as third party actions taken to contain the spread of COVID-19 and related variants and mitigate public health effects.

The rapid development and fluidity of the pandemic precludes any prediction as to the ultimate impact of COVID-19.

The full extent of the impact and effects of COVID-19 on our future business, operations, liquidity, financial condition, and results of operations remain uncertain at this time.

Our potash sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

2 unchanged sentences

This growth continues until the market is over-saturated, leading to decreased prices and lower-capacity utilization until the cycle repeats.

Global productive capacity remains higher than demand and we expect this will last for at least the next few years, although individual potash producers have, at times, independently suspended production in response to market outlook.

Despite near-term supply disruptions from the Russia-Ukraine conflict, global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress.

As a result of these factors, the prices and demand for potash can be volatile.

This volatility can reduce profit margins and negatively affect our results of operations.

We sell most of our potash into the spot market in the U.S.

of our potash into the spot market in the U.S.

In addition, there is no active hedge market for potash as there is for many other commodities.

17 unchanged sentences

In many cases, sales of water require governmental permits or approvals.

A decision to deny, delay, revoke, or modify a permit or approval could prevent us from selling water, increase the cost to provide water, or result in our having to refund

prepayments that we have received for future water sales.

A decision to deny, delay, revoke, or modify a permit or approval could prevent us from selling water, increase the cost to provide water, or result in our having to refund prepayments that we have received for future water sales.

If oil or gas prices decline, if oil and gas development in the Permian Basin decreases, or if demand for fresh water in the Permian Basin declines for other reasons, the demand for water under our water rights could be adversely affected.

10 unchanged sentences

The OSE’s findings can be appealed to a New Mexico district court.

A significant portion of our water sales are being made under preliminary authorizations issued by the OSE.

A significant portion of our water sales are being made under leases issued by the OSE.

Additionally, some of our water rights are permitted water rights for which we still need to provide proof of completion of works and proof of beneficial use to the OSE.

5 unchanged sentences

A decline in oil and gas drilling, especially in the Permian Basin, could reduce our sales of water and potassium chloride.

For example, the decline in oil and gas drilling in 2020 due to restrictions implemented by local, state and federal authorities in response to the COVID-19 pandemic and the resulting impacts of these restrictions on the global economy as a whole, reduced our sales of water and potassium chloride into industrial markets in 2020.

In addition, oil and gas developers are regularly looking for ways to use more produced, or recycled, water instead of fresh water in oil and gas development.

Also, there are other products available that have some of the same clay-inhibiting properties as our potassium chloride.

In addition, oil and gas developers are regularly looking for ways to use more produced water instead of fresh water in oil and gas development and operations.

Also, there are other products available that have some of the same clay-inhibiting properties as our potassium

These alternative products could temporarily or permanently replace some of our sales of water or potassium chloride.

3 unchanged sentences

For example, in 2019 we purchased water and real property assets in southeastern New Mexico, which we refer to as Intrepid South, in an effort to expand our water sales and other revenue from the oil and gas industry.

In addition, we may enter into new or complementary businesses that expand our product offerings beyond our existing assets, which may include leveraging our existing oil and gas businesses in southeast New Mexico and expand into additional oil and gas midstream and upstream activities.

We may also enter into new or complementary businesses that expand our product offerings beyond our existing assets, which may include leveraging our existing oil and gas businesses in southeast New Mexico and expand into additional oil and gas midstream and upstream activities.

For instance, as part of this strategy, in May 2020, we acquired an 11% equity stake in the W.D.

1 unchanged sentence

We may also expand into new products or services in our current industry or other industries.

However, we may not ultimately be successful in implementing any alteration or expansion initiatives.

Ultimately, we may be unsuccessful in implementing any alteration of our activities or expansion initiatives.

Further, we may not be able to fully realize any anticipated benefits of these initiatives.

Any expansion initiatives may require significant capital investments and those investments may not produce the expected benefits

As part of this growth strategy, we may consider the acquisition of other companies or assets that complement or expand our business.

Any expansion initiatives may require significant capital investments and those investments may not produce our expected returns.

As part of our growth strategy, we may consider the acquisition of other companies or assets that complement or expand our business.

We may not be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain necessary financing, complete proposed acquisitions, successfully integrate acquired businesses or assets into our existing operations, or expand into new markets.

1 unchanged sentence

We may be required to assume unanticipated liabilities or contingencies as part of an acquisition, or we may face substantial costs, delays, or other problems as part of the integration process.

In addition, acquired businesses or assets may not achieve the desired

effects or otherwise perform as we expect.

In addition, acquired businesses or assets may not achieve the desired effects or otherwise perform as we expect.

We may not realize the synergies that we expect to achieve.

1 unchanged sentence

Any of these items could negatively impact our financial condition and results of operations.

Aggressive pricing or operating strategies by our competitors could adversely affect our sales and results of operations.

Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations.

The potassium-fertilizer industry is concentrated, with a small number of producers accounting for the majority of global production.

2 unchanged sentences

They also have a broader product portfolio, which may allow them to offer rebates or bundle products to offer discounts or incentives to gain a competitive advantage.

They may also be able to mine their potash or langbeinite at a lower cost due to economies of scale or other competitive advantages.

Competitors may also be able to mine their potash or langbeinite at a lower cost due to economies of scale or other competitive advantages.

In addition, they may decide to pursue aggressive pricing or operating strategies that disrupt the global and U.S.

10 unchanged sentences

As purchasers have gained increased confidence in our ability to supply this product closer to the traditional spring application season in the U.S., these purchasers have moved to more of a just-in-time purchasing model.

As a result, we now experience more traditional seasonality with respect to our domestic Trio ® sales, which exposes us to inventory and demand risks similar to those with respect to our potash.

As a result, we now experience

more traditional seasonality with respect to our domestic Trio ® sales, which exposes us to inventory and demand risks similar to those with respect to our potash.

We market Trio ® in various countries around the world, all of which have different climates and fertilizer-application patterns.

8 unchanged sentences

International sales could present risks to our business.

Sales of Trio ® into international markets often require more resources and management attention than domestic sales and may subject us to economic, regulatory, and political risks that are different from those in the United States.

These risks include accounts receivable collection;

6 unchanged sentences

restrictions on the transfer of funds;

changes in legal and regulatory requirements or import policies;

changes in legal and regulatory requirements or import policies including sanctions;

compliance with potentially unfamiliar local laws and customs;

and political and economic instability.

International sales may also be subject to fluctuations in currency exchange rates, which could increase the price of our products outside the United States and expose us to foreign currency exchange rate risk.

international markets require significant time and effort on the part of management to develop relationships and gain market acceptance for our products.

International sales may also be subject to fluctuations in currency exchange rates, which could increase the price of our products outside the U.S.

and expose us to foreign currency exchange rate risk.

Certain international markets require significant time and effort on the part of management to develop relationships and gain market acceptance for our products.

Overall, there are additional logistical requirements associated with international sales, which may increase the time between production and our ability to recognize related revenue.

32 unchanged sentences

In that market, we compete for experienced workers with several other employers, including natural resource and hazardous waste facilities, oil and gas producers, and another producer of langbeinite.

If we are not able to attract and retain quality workers, the development of our business could suffer, or we could be required to raise wages to keep our employees, hire less qualified workers, or incur higher training costs.

If we are unable to attract and retain quality workers, the development and growth of our business could suffer, or we could be required to raise wages to keep our employees, hire less qualified workers, or incur higher training costs.

These risks may be exacerbated in times when we need to reduce our workforce due to economic conditions.

38 unchanged sentences

Similarly, lower‑than‑average temperatures or higher-than-average seasonal rainfall would reduce evaporation rates and therefore impact production.

We experienced significant rainfall in the summer of 2019 at our Wendover facility which reduced the product available for sale in 2020, and at our HB facility in the summer of 2021, which led to fewer tons available for sale in the second half of 2021 and we expect will result in fewer tons than our historical average available in the spring of 2022.

If we experience heavy rainfall or low evaporation rates at any of our solar solution mines, we would have less potash available for sale, and our

sales and results of operations would be adversely affected.

We experienced significant rainfall in the summer of 2019 at our Wendover facility which reduced the product available for sale in 2020.

Similarly, our HB facility experienced a higher-than-average seasonal rainfall in the summer of 2021, which led to fewer tons available for sale in the second half of 2021 and in the spring of 2022.

If we experience heavy rainfall or low evaporation rates at any of our solar solution mines, we would have less potash available for sale, and our sales and results of operations would be adversely affected.

Reduced potash available for sale could also affect our ability to produce and sell byproducts such as salt and magnesium chloride.

7 unchanged sentences

We rely on a variety of information technology and automated operating systems to manage or support our operations.

In particular, we depend on our information technology systems for a variety of functions, including, but not limited to, financial reporting, inventory management, procurement, invoicing and email.

We depend on our information technology systems for a variety of functions, including, but not limited to, financial reporting, inventory management, procurement, invoicing and email.

We also have access to, and we create and store, sensitive data, including our proprietary business information and that of our customers, and personally identifiable information of our employees.

5 unchanged sentences

Any security breaches could compromise our networks and the information stored on them could be improperly accessed, disclosed, lost or stolen.

Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our reputation or our relationships with our customers or result in legal claims or proceedings, any of which could adversely affect our business, reputation, and operating results.

Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our

reputation or our relationships with our customers or result in legal claims or proceedings, any of which could adversely affect our business, reputation, and operating results.

Our business may be adversely affected by union activities.

8 unchanged sentences

In addition, if these efforts were successful, we could experience increased labor costs, an increased risk of work stoppages, and limits on our flexibility to run our business in the most efficient manner to remain competitive.

We will be subject to a number of uncertainties while we pursue the initial public offering of Intrepid Acquisition Corporation I (“IACI”), and during the timeframe when IACI pursues an initial business combination, which could adversely affect our business, financial condition, results of operations, cash flows and stock price.

While we have announced our intention to pursue an initial public offering of IACI, a newly formed special purpose acquisition company (“SPAC”) and our indirect subsidiary, there has recently been heightened regulatory focus on SPACs, including recently issued accounting guidance, resulting in substantial uncertainty in the SPAC markets.

Pursuing the initial public offering of a SPAC in this uncertain environment has resulted in, and may continue to result in, additional costs as instrument terms are reevaluated, delays in the SPAC initial public offering process and attention from our management and employees.

There is no assurance that we will be able to consummate IACI’s initial public offering on favorable terms or at all.

Further, in the event the initial public offering of IACI is completed, the accounting guidance applicable to SPACs could subsequently be revisited, potentially necessitating restatements of IACI’s financial statements, which could then impact and necessitate restatements of our financial statements, as well as leading to delays as IACI pursues a suitable business transaction and requiring us to devote extensive management and employee attention and resources to these matters.

If we are unable to consummate IACI’s initial public offering on favorable terms or at all, or if we complete the initial public offering and IACI is unable to consummate a suitable business transaction during the prescribed time period set forth in the terms of IACI’s initial public offering, we may experience negative reactions from the financial markets and from our stockholders.

In addition, in the event that IACI is able to find a suitable initial business combination, or if the initial business combination is unsuccessful, there is no assurance that we will realize the anticipated value from such transaction.

Further, we will be required to devote significant management and employee attention and resources to matters relating to the initial public offering and the initial business combination.

These matters have the potential to disrupt us from conducting business operations or pursuing other business strategies and could adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to Our Industry

19 unchanged sentences

These conditions increase the exposure to higher operating costs or the increased probability of incidents.

Mining is a hazardous process, and accidents could result in significant costs or production delays.

The process of mining is hazardous and involves various risks and hazards that can result in serious accidents.

If accidents or unforeseen events occur, or if our safety procedures are not effective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted, or we could be required to shut down or abandon affected facilities.

Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays.

Mining is hazardous and involves various risks and hazards that can result in serious accidents.

If accidents or unforeseen events occur, or if our safety procedures are not followed or effective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted, or we could be required to shut down or abandon affected facilities.

Accidents could cause us to expend significant amounts to remediate safety issues or repair damaged facilities.

1 unchanged sentence

We test our mines regularly for methane gas.

However, unlike coal mines, our mines are not constructed or equipped to deal with methane gas.

Any intrusion of methane gas into our mines could cause a fire or an explosion resulting in loss of life or significant property damage or could require the suspension of all mining operations until the completion of extensive modifications and re-equipping of the mine.

Unlike coal mines, our mines are not constructed or equipped to deal with methane gas.

modifications and re-equipping of the mine.

The costs of modifying our mines and equipment could make it uneconomical to reopen our mines.

You can find more information about the co-development of potash and oil and gas resources near our New Mexico facilities under the risk factor below entitled "-Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations."

The grade of ore that we mine could vary from our projections due to the complex geology and mineralogy of reserves, which could adversely affect our production and our results of operations.

The grade of ore that we mine could vary due to the complex geology and mineralogy of our reserves, which could adversely affect our production and our results of operations.

Ore bodies have complex geology.

23 unchanged sentences

In 2012, the U.S.

Department of the Interior issued an updated order that provides guidance to the U.S.

Bureau of Land Management ("BLM") and industry on the co-development of these resources.

Department of the Interior issued an updated order that provides guidance to the BLM and industry on the co-development of these resources.

See Order 3324 issued by the Secretary of the Interior on December 4, 2012 ("2012 Secretary's Order").

It is possible that oil and gas drilling in this area could limit our ability to mine valuable potash and langbeinite reserves or mineralized deposits because of setbacks from oil and gas wells and the establishment of unminable buffer areas around oil or gas wells.

8 unchanged sentences

If costs associated with capital expenditures increase or if our earnings decrease significantly or we do not have access to the capital markets, we could have difficulty funding any necessary or desirable capital expenditures at an acceptable rate or at all.

This could limit the expansion of our production or make it difficult for us to sustain

our existing operations at optimal levels.

This could limit the expansion of our production or make it difficult for us to sustain our existing operations at optimal levels.

Increased costs for capital expenditures could also have an adverse effect on the profitability of our existing operations and returns from our most recent strategic projects.

11 unchanged sentences

Future indebtedness could have important consequences, including the following:

• it could limit our ability to borrow additional money or sell additional shares of common stock to fund our working capital, capital expenditures, and debt service requirements

• it could limit our flexibility in planning for, or reacting to, changes in our business

• we could be more highly leveraged than some of our competitors, which could place us at a competitive disadvantage

• it could make us more vulnerable to a downturn in our business or the economy

• it could require us to dedicate a substantial portion of our cash flows from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flows for other purposes

• it could adversely affect our business and financial condition if we default on or are unable to service our indebtedness, are unable to refinance such indebtedness on favorable terms or are unable to obtain additional financing, as needed

• limiting our ability to borrow additional money or sell additional shares of common stock to fund our working capital, capital expenditures, and debt service requirements;

• limiting our flexibility in planning for, or reacting to, changes in our business;

• being more highly leveraged than some of our competitors, which could place us at a competitive disadvantage;

• being vulnerable to a downturn in our business or the economy;

• requiring us to dedicate a substantial portion of our cash flows from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flows for other purposes;

• adversely affecting our business and financial condition if we default on or are unable to service our indebtedness, are unable to refinance such indebtedness on favorable terms or are unable to obtain additional financing, as needed.

Our debt agreement contains financial and other restrictive covenants.

7 unchanged sentences

The credit facility expires in 2027.

In the future, we may be unable to obtain new financing or refinancing on acceptable terms.

Despite our current level of indebtedness, we may incur more debt and undertake additional obligations.

Incurring such debt or undertaking such additional obligations could further exacerbate the risks to our financial condition.

Although the agreement governing our indebtedness contains restrictions on our incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could increase.

To the extent new debt is added to our current debt levels, the risks to our financial condition would increase.

While the agreement governing our indebtedness also contains restrictions on our ability to make loans and investments, these restrictions are subject to a number of qualifications and exceptions, and the investments incurred in compliance with these restrictions could be substantial.

The phase out of the London Interbank Offered Rate ("LIBOR") could adversely affect our financial results.

Borrowings under our revolving credit facility bear interest at LIBOR plus an applicable margin.

In July 2017, the United Kingdom's Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to phase out LIBOR by the end of 2021.

LIBOR is in the process of being discontinued.

While certain U.S.

Dollar LIBOR settings will

continue to be published on the current basis until June 30, 2023, all other LIBOR settings either are no longer being published or are being published only for a limited time and only on a “synthetic” basis (i.e., not on the basis of submissions made by panel banks).

The regulator of the administrator of LIBOR has prohibited any new use of LIBOR by firms subject to its supervision, and certain regulators in the United States have stated that no new contracts using U.S.

Dollar LIBOR should be entered into after 2021.

In light of these recent announcements, the future of LIBOR at this time is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist.

At this time, the Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions convened by the U.S.

Federal Reserve, has recommended the Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S.

Dollar LIBOR.

SOFR is calculated based on short-term repurchase agreements, backed by Treasury securities.

SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members.

Given that SOFR is a secured rate backed by government securities, it is a rate that does not take into account bank credit risk, as is the case with LIBOR.

SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions.

Because of these and other differences, there is no assurance that SOFR will perform in the same way as LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR.

Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question and the future of LIBOR at this time is uncertain.

The agreement governing our revolving credit facility is indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

However, the consequences of the adoption of any such alternative reference rates cannot be predicted and could have an adverse impact on the amount of interest and commitment fees that we pay under the agreement governing our revolving credit facility.

Likewise, the unavailability of LIBOR may have an adverse impact on interest rates and other financing costs under other debt instruments and other financial obligations of ours, as well as the market value of and the payments we receive under any LIBOR-linked securities or investments that we may own from time to time.

In addition, financial markets generally may be adversely affected by the discontinuation of LIBOR, the uncertainties regarding its discontinuation, the alternative reference rates that are being or may be used in place of LIBOR and other issues related to LIBOR.

Any of the foregoing could adversely affect our results of operations and financial condition.

At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.

Uncertainty as to the nature of such potential changes, alternative reference rates, including SOFR, or other reforms may adversely affect the trading market for LIBOR-based securities.

Furthermore, we may need to renegotiate our revolving credit facility which expires on August 1, 2024 and utilizes LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate.

As such, potential effect of any such event on our business, financial condition and results of operations cannot yet be determined.

In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all.

Adverse conditions in the global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

Global economic volatility and uncertainty can create uncertainty for farmers and customers in the geographic areas where we sell our products.

Global economic volatility and uncertainty, for example, as a result of rising interest rates, a recession or fear of a recession, global trade uncertainties, international conflicts, epidemics or other significant health concerns, and inflation, can create uncertainty for farmers and customers in the geographic areas where we sell our products.

If farmers reduce, delay, or forgo their potash and Trio ® purchases due to this uncertainty, our results of operations would be adversely affected.

1 unchanged sentence

Changes in governmental banking, monetary, and fiscal policies to restore liquidity and increase credit availability may not be effective.

It is difficult to determine the extent of economic and financial market problems and the many ways in which they could negatively affect our customers and business.

It is difficult to determine the extent of economic and financial market problems and the many ways in which they

could negatively affect our customers and business.

In addition, if we are required to raise additional capital or obtain additional credit during an economic downturn, we could be unable to do so on favorable terms or at all.

Market upheavals due to military actions, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

Actual or threatened armed conflicts, terrorist attacks, military or trade disruptions, or other catastrophic events affecting the areas where we or our competitors do business could disrupt the global market for potassium-based products.

Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

Actual or threatened armed conflicts, such as, the Russia-Ukraine war, terrorist attacks, military or trade disruptions, or other catastrophic events, including the COVID-19 pandemic, affecting the areas where we or our competitors do business could disrupt the global market for potassium-based products.

As a result, our competitors may increase their sales efforts in our geographic markets and pricing of our products could suffer.

2 unchanged sentences

These new regulations could result in lower sales or higher costs.

Risks Related to Compliance, Regulatory and Legal

Changes in laws and regulations affecting our business, or changes in enforcement practices, could have an adverse effect on our financial condition or results of operations.

We are subject to numerous federal and state laws and regulations covering a wide variety of business practices.

The loss or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity.

Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue.

For example, in 2022, one customer in our potash and Trio ® segments accounted for approximately 10%, or $35 million, of our total consolidated revenues.

If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations.

Risks Related to Compliance, Regulatory and Legal Issues

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, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business.

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, we are subject to significant regulation under MSHA and OSHA.

1 unchanged sentence

See also “ Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected.

We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing the operations at each of our facilities.

A decision by a governmental agency to deny or delay a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit us from continuing our operations at the affected facility, which could have an adverse effect on our business, financial condition, and results of operations.

If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, could adversely affect our business.

We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing and regulating the operations at each of our facilities.

An agency's decision to deny or delay a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit us from continuing our operations at the affected facility, which could have an adverse effect on our business, financial condition, and results of operations.

In addition, we could be required to expend significant amounts to obtain these permits, approvals, and leases, or we could be required to make significant capital investments to modify or suspend our operations at one or more of our facilities.

3 unchanged sentences

Based on the federal government's conclusion, it could require an environmental assessment or an environmental impact statement as a condition of approving a project or permit, which could result in significant time delays and costs.

Furthermore, many of our operations take place on land that is leased from federal and state governmental authorities.

Furthermore, many of our operations take place on land that is leased from federal and state government authorities.

Expansion of our existing operations could require securing additional federal and state leases.

5 unchanged sentences

As of December 31, 2022 approximately 14% of our state, federal and private lease acres at our New Mexico facilities (including leases at the HB and North mines) and 43% of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.

Increases in royalty rates would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations.

Increases in royalty rates

would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations.

Reporting of royalties is subject to periodic audits by federal and state officials.

9 unchanged sentences

Physical effects of climate change, and climate change legislation, could have a negative effect on us and our customers, and, in turn, our results of operations.

The prospective impact of climate change on our operations and our customers’ operations remains uncertain, but the physical effects of climate change could have an adverse effect on us and our customers as experts believe that climate change may be associated with more extreme weather conditions.

These effects could include, but may not be limited to, changes in regional weather patterns, including drought and rainfall levels, timing and duration of wintry precipitation and snow events,

water availability, sea levels, storm patterns and intensities and temperature levels, including increased volatility in seasonal temperatures via excessively hot or cold temperatures.

The impact of climate change on our operations and our customers’ operations remains variable and uncertain.

The physical effects of climate change could have an adverse effect on us and our customers as experts believe that climate change may be associated with more extreme weather conditions.

These effects could include, but may not be limited to, changes in regional weather patterns, including drought and rainfall levels, timing and duration of wintry precipitation and snow events, water availability, sea levels, storm patterns and intensities and temperature levels, including increased volatility in seasonal temperatures via excessively hot or cold temperatures.

These extreme weather conditions could vary by geographic location.

4 unchanged sentences

Furthermore, weather conditions have historically caused volatility in the agricultural industry and, as a result, in our results of operations, by causing crop failures or significantly reduced harvests, which can adversely affect application rates, demand for our products and our customers’ creditworthiness.

Weather conditions can also lead to drought or wild fires, which could adversely impact growers’ crop yields and the uptake of our products, which would reduce the need for application of our products for the following planting season, which could result in lower demand for our products and negatively impact the prices of our products.

Weather conditions can also lead to drought or wildfires, which could adversely impact growers’ crop yields and the uptake of our products, which would reduce the need for application of our products for the following planting season, which could result in lower demand for our products and negatively impact the prices of our products.

Finally, salt and magnesium chloride sales into the deicing market and our ability to utilize certain water rights for sale into oil and gas markets may be adversely affected by weather conditions in our markets.

Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material impact on the results of our operations.

In addition, in recent years, the United States Congress has considered legislation to reduce emissions of greenhouse gases (“GHGs”).

These initiatives could restrict our or our customers’ operations, require us or our customers to make changes in our respective businesses that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise materially adversely affect our financial condition and results of operations.

As of the date of this Annual Report on Form 10-K, it appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other regulatory initiatives are expected to be proposed that may be relevant to GHG emissions issues.

In recent years, the U.S.

Congress considered legislation to reduce emissions of greenhouse gases (“GHGs”).

Such initiatives could restrict our or our customers’ operations, require us or our customers to make changes in our respective businesses that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise materially adversely affect our financial condition and results of operations.

In addition, a number of states are addressing GHG emissions, primarily through the development of emission inventories or regional GHG cap and trade programs.

Depending on the particular program, we and our customers could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations.

Independent of Congress, the Environmental Protection Agency ("EPA") has adopted regulations controlling GHG emissions under its existing authority under the Clean Air Act (the “CAA”).

Independent of Congress, the Environmental Protection Agency ("EPA") has adopted regulations controlling GHG emissions under its existing authority under the CAA.

For example, following its findings that emissions of GHGs present an endangerment to human health and the environment because such emissions contributed to warming of the earth’s atmosphere and other climate changes, the EPA has adopted regulations under existing provisions of the CAA that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources that are already potential major sources for conventional pollutants.

In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified production, processing, transmission and storage facilities in the United States on an annual basis.

Further, in December 2015, over 190 countries, including the United States, reached an agreement to reduce global GHG emissions, also known as the Paris Agreement.

The Paris Agreement entered into force in November 2016 after more than 170 nations, including the United States, ratified or otherwise indicated their intent to be bound by the agreement.

After previously withdrawing, the United States rejoined the Paris Agreement in January 2021.

Actions taken by the United States and other countries to implement the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

It is also possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us.

In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as Canada, Russia, and Belarus, are less stringent than in the United States, our competitors could gain cost or other competitive advantages over us.

In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified production, processing, transmission and storage facilities in the U.S.

on an annual basis.

Further, in December 2015, over 190 countries, including the U.S., reached an agreement to reduce global GHG emissions, also known as the Paris Agreement.

The Paris Agreement entered into force in November 2016 after more than 170 nations, including the U.S., ratified or otherwise indicated their intent to be bound by the agreement.

After previously

withdrawing, the U.S.

rejoined the Paris Agreement in January 2021.

and other countries' actions to implement the mandates of the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us.

In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as Canada, Russia, and Belarus, are less stringent than in the U.S., our competitors could gain cost or other competitive advantages over us.

We have also made certain public statements regarding our commitment to the environment and our focus on protecting the environments, resources, and ecosystems surrounding our locations.

2 unchanged sentences

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current plans based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.

If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups or other stakeholders, which

could adversely impact the perception of us and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.

If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups or other stakeholders, which could adversely impact the perception of us and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.

Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and harm our business.

Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

3 unchanged sentences

At some locations, salt-processing waste, building materials (including asbestos-containing material), and ordinary trash may have been disposed of or buried in areas that have since been closed and covered with soil and other materials.

We could incur significant liabilities under environmental remediation laws such as CERCLA with regard to our current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations.

We could incur significant liabilities under environmental remediation laws such as CERCLA due to the ownership or operations in our current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations.

Under CERCLA and similar state laws, in some circumstances liability may be imposed without regard to fault or legality of conduct and one party may be required to bear more than its proportional share of cleanup costs at a site.

Liability under these laws involves inherent uncertainties.

We are also subject to federal and state environmental laws that regulate discharges of pollutants and contaminants into the environment, such as the U.S.

Clean Water Act and the CAA.

We are also subject to federal and state environmental laws that regulate discharges of pollutants and contaminants into the environment, such as the CWA and the CAA.

For example, our water disposal processes rely on dikes and reclamation ponds that could breach or leak, resulting in a possible prohibited release into the environment.

4 unchanged sentences

• changes in the interpretation of environmental laws;

• modifications to current environmental laws

• modifications or amendments to current environmental laws;

• the issuance of more stringent environmental laws;

2 unchanged sentences

For example, potash tailings, consisting primarily of salt, iron, and clay, are stored in surface disposal sites and require management.

At least one of our New Mexico facilities, the HB mine, may have issues regarding lead in the tailings pile as a result of operations conducted by previous owners.

During the life of the tailings management areas, we have incurred and will continue to incur significant costs to manage potash residual materials in accordance with environmental laws and regulations and permit requirements.

At least one of our New Mexico facilities, the HB mine, may have issues regarding lead in the tailings pile as a result of previous owners' operations.

During the life of the tailings

management areas, we have incurred and will continue to incur significant costs to manage potash residual materials in accordance with environmental laws and regulations and permit requirements.

As a potash producer, we currently are exempt from certain State of New Mexico mining laws related to reclamation obligations.

3 unchanged sentences

The price of our common stock may be volatile and you could lose all or part of your investment.

The market price of our common stock has historically experienced, and may continue to experience, volatility.

The market price of our common stock has experienced, and may continue to experience, volatility.

For example, during 2022, the market price of our common stock ranged between $27.79 and $121.72.

9 unchanged sentences

▪ other developments affecting us, our industry, or our competitors;

▪ the other risks described in this Annual Report on Form 10-K

▪ the other risks described in this Annual Report.

Our financial position, cash flows, results of operations, and stock price could be materially adversely affected if commodity prices decline.

2 unchanged sentences

Our stock price may experience extreme volatility due to uncertainty regarding, among other things, commodity prices.

These market fluctuations, regardless of the cause, may materially and adversely affect our stock price, regardless of our operating results.

These market fluctuations may materially and adversely affect our stock price, regardless of our operating results.

Our stock is currently listed on the NYSE.

9 unchanged sentences

Volatility of our common stock may make it difficult for you to resell shares of our common stock when you want or at attractive prices.

The market price of our common stock may be adversely affected by the future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur.

The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

We cannot predict the size of future issuances or sales of shares of our common stock in connection with future acquisitions or capital raising activities, or the effect, if any, that the issuances or sales may have on the market price of our common stock.

25 unchanged sentences

• the market price of the common stock may decline.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business.

If one or more of these analysts cease coverage of Intrepid or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Moreover, if one or more of the analysts who cover Intrepid downgrade our stock or if our operating results do not meet their expectations, our stock price could decline.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors