IPI Intrepid Potash Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report: July 9, 2024

(Date of earliest event reported)

 

Intrepid Potash, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34025		26-1501877
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

707 17th Street, Suite 4200

Denver, Colorado 80202

(Address of principal executive offices and zip code)

 

(303) 296-3006

(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

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. ¨

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On July 10, 2024, Intrepid Potash, Inc. (the “Company”) issued a press release that included certain information regarding its anticipated results of operations for the second quarter of 2024 and full year 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information furnished under this Item 2.02, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in that filing.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 9, 2024, the Company’s Board of Directors appointed director Barth Whitham to the role of Chairman of the Board, replacing Robert Jornayvaz. As previously disclosed, in April 2024, Mr. Jornayvaz was injured in an accident and Mr. Whitham was delegated the responsibilities of Chairman on a temporary basis.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release of Intrepid Potash, Inc. dated July 10, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

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 hereunto duly authorized.

 

	INTREPID POTASH, INC.
Dated: July 10, 2024	By:	/s/ Christina C. Sheehan
		Christina C. Sheehan
		General Counsel and Secretary

 

 

 

Exhibit 99.1

 

 

 

Intrepid Potash Announces Appointment of Barth Whitham as Chair of the Board; Initiates Search for New Chief Executive Officer

 

Bob Jornayvaz Remains on Extended Medical Leave of Absence

 

CFO Matt Preston Continues to Serve as Acting Principal Executive Officer

 

Company Provides Update on Second Quarter 2024 Outlook

 

Denver, CO, July 10, 2024 -- Intrepid Potash Inc. (“Intrepid,” “we,” “the Company,” or “our”) (NYSE:IPI) today announced the Board of Directors (“the Board”) of Intrepid has elected Barth Whitham, formerly Lead Independent Director, as its Chair. The Board has also initiated a search process to identify a successor for Intrepid’s Chief Executive Officer, Bob Jornayvaz. During this process, Intrepid’s Chief Financial Officer, Matt Preston, will continue to serve as acting principal executive officer, working closely with the rest of the Company’s management team and Board. As previously announced, Mr. Jornayvaz was injured in an accident while playing in the U.S. Open Polo Championship and remains on extended medical leave of absence.

 

“We wish Bob well as he continues his recovery, however we recognize that it is unlikely that he will return to his CEO role,” said Mr. Whitham. “The Board has therefore determined it is in the best interest of the Company to initiate a search for a new CEO to continue to execute our strategic plan. In the interim, we have full confidence in Matt and the rest of the management team to continue to lead Intrepid during this process.”

 

The Board also appointed Intrepid Director Hugh Harvey as Chair of the Compensation Committee. Mr. Jornayvaz remains a Director.

 

An Intrepid Director since 2008, Mr. Whitham has over 30 years of management and board experience in the energy, banking and extractive resources industries. Since 2004, he has served as President and CEO and member of the board of directors of Enduring Resources LLC, and serves on the boards of directors of Ensign Energy Services Inc. and Jonah Energy LLC.

 

Intrepid expects its second quarter 2024 potash and Trio^® sales volumes to meet or exceed the upper end of its outlook, as previously announced during its first quarter 2024 earnings call on May 9, 2024. Intrepid now expects second quarter 2024 potash sales volumes of approximately 55,000 tons at an average net realized sales price of $405 per ton and second quarter 2024 Trio^® sales volumes of approximately 63,000 tons at an average net realized sales price of $314 per ton. Full-year 2024 potash production remains on track to exceed prior year results by approximately 15%.

 

 

About Intrepid

 

Intrepid is 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. Intrepid is the only U.S. producer of muriate of 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, Intrepid produces a specialty fertilizer, Trio^®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid also provides water, magnesium chloride, brine, and various oilfield services.

 

Intrepid serves diverse customers in markets where a logistical advantage exists and is a leader in the use of solar evaporation for potash production, resulting in lower cost and more environmentally friendly production. Intrepid’s mineral production comes from three solar solution potash facilities and one conventional underground Trio^® mine.

 

Intrepid routinely posts important information, including information about upcoming investor presentations and press releases, on its website under the Investor Relations tab. Investors and other interested parties are encouraged to enroll at intrepidpotash.com, to receive automatic email alerts or RSS feeds for new postings.

 

Forward-Looking Statements

 

This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws. Forward-looking statements contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause our actual results in future periods to differ materially from anticipated or projected results. Forward-looking statements in this press release include, among others, statements regarding management matters, our expectations for second quarter potash and Trio^® sales volumes and pricing and 2024 potash production. An extensive list of specific material risks and uncertainties affecting Intrepid is contained in our Annual Report on Form 10-K for the year ended December 31, 2023, and other quarterly and current reports filed with the Securities and Exchange Commission from time to time. Any forward-looking statements in this press release are made as of the date of this press release, and Intrepid undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.

 

Contact:  

Evan Mapes, CFA, Investor Relations Manager

Phone: 303-996-3042

Email: evan.mapes@intrepidpotash.com

 

 

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Cover	Jul. 09, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 09, 2024
Entity File Number	001-34025
Entity Registrant Name	Intrepid Potash, Inc.
Entity Central Index Key	0001421461
Entity Tax Identification Number	26-1501877
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	707 17th Street
Entity Address, Address Line Two	Suite 4200
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
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City Area Code	303
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	IPI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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