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Compass Files 10-K, Finds Material Weakness, No Need to Adjust Financial Statements

Compass Minerals International Inc. on Dec. 14 filed its Form 10-K after having reported to the SEC on Nov. 29 that it would be unable to file its Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2022, by the prescribed due date without unreasonable effort or expense, primarily because the company’s independent registered public accounting firm needed additional time to complete its audit procedures (GM Dec. 2, p. 27).

As anticipated, Compass found material weakness in certain areas, however, it said this did not result in any identified misstatements to its consolidated financial statements. It said there were no changes to previously released financial results.

As for the material weakness, it was found in three areas for the fourth-quarter ending Sept. 30, 2022:

1. The design and operating effectiveness of information technology general controls (ITGCs) related to certain systems that support the company’s internal controls over financial reporting. Specifically, the company did not maintain effective controls over privileged user access to certain systems. Automated and manual business process controls were therefore also deemed ineffective because they could have been adversely impacted by the ineffective ITGCs.

2. The design and operating effectiveness of controls related to the sales process. Specifically, the company did not maintain effective controls over pricing and order entry.

3. The design and operating effectiveness of controls related to the existence of inventory held at certain locations.

Compass said it is in the process of enhancing the design of certain internal controls over the sales and inventory processes and ITGCs related to privileged user access. It said the enhanced controls will be tested for effectiveness in future periods.

One Dead, One Injured Due to Ammonia Leak

Authorities are investigating a Monday morning, Dec. 19, anhydrous ammonia leak at Home Market Foods, a food processing facility in Norfolk, Mass., that killed a 68-year-old HVAC contractor. Another contractor was sent to the hospital.

Employees were evacuated, and it was not until late Tuesday, Dec. 20, that levels were adjudged safe for re-entry into the building, according to NBC, which also reported the leak was attributed to a severed pipe that led to a 21,000 pound tank. It was not immediately known how much of the product leaked.

SQM Subsidiaries in Mediation with Union

SQM Inc. said on Dec. 20 that five of its subsidiaries have begun the mediation process for the regulated bargaining negotiations with the Interempresas de Supervision Union. The union represents approximately 1,000 supervisors from the five mentioned subsidiaries: SQM SA, SQM Salar, SQM Nitratos, SQM Industrial, and SIT.

“Pursuant to current regulations, over the next five days, meetings will be held between the representatives of SQM’s subsidiaries and the union,” said SQM.

Corteva, NEVONIX to Collaborate on Precision Ag

Corteva Agriscience, Indianapolis, on Dec. 20 announced a collaboration with NEVONEX, powered by Bosch, Holzkirchen, Germany, to explore precision application of crop protection products using on-farm data, advanced analytics, and spray equipment.

The collaboration intends to create value for farmers by enabling data-driven crop protection applications with standard machine spray technology. NEVONEX said it offers an end-to-end infrastructure and managed framework with interface access to a wide range of agricultural machinery.

Africa Could Make €1 Trillion of Green Hydrogen a Year, EIB Says

Africa has the potential to produce €1 trillion ($1.06 trillion) worth of green hydrogen a year by 2035, according to a study backed by the European Investment Bank (EIB), as reported by Bloomberg.

By harnessing the world’s best solar energy resource, a number of countries on the continent could produce the fuel at a cost of less than two euros a kilogram by 2030, the EIB and its partners, the African Union and the International Solar Alliance, said in the report released on Dec. 21.

Researchers assume that fuel would be produced in three major hubs on the continent – Egypt; a northwestern hub of Morocco and Mauritania; and a Southern Africa hub of Namibia and South Africa. While plans to produce the fuel are most advanced in those nations, a number of other countries, ranging from Algeria to Nigeria and Mozambique, have the potential to start production, they said.

Egypt would be the biggest producer at 20 million mt/y. Second would be the Southern African hub, with 17.5 million mt/y, while Morocco and Mauritania could together produce 12.5 mt/y tons. About half of that, equivalent to 15% of Europe’s gas needs, could be available for export, the researchers said.

The fuel could also be used locally in the production of other green products, including fertilizer.

Orsted to Build Europe’s Biggest E-Methanol Facility for Green Shipping Fuel

Danish renewable energy developer Orsted A/S will spend more than $145 million to develop a Swedish facility to produce low-carbon shipping fuel, according to Bloomberg. The site will be the largest of its kind in Europe, serving as a potential test case for the nascent market to cut emissions from the shipping industry. It is a prospect that got a significant boost after the European Union recently agreed to expand its carbon market to include emissions from the industry.

“We want to make sure when that market comes we’re in a good position to support decarbonization of shipping,” said Olivia Breese, CEO of Orsted’s Power-to-X unit.

Orsted’s project in northern Sweden, known as FlagshipONE, will start operating in 2025 and produce about 50,000 mt/y of what is known as e-methanol. In reaching a final investment decision on the project, Orsted will also acquire the remaining 55% stake in the site’s developer, Liquid Wind AB, that it did not already own. While Orsted did not disclose the total investment, Breese said it would be more than a previously published figure of 1.5 billion Swedish krona ($145 million).

FlagshipONE combines a series of technologies that will all play a growing role in the coming years if the EU is to achieve its ambition to reach net-zero emissions by the middle of the century.

In one part, the site will use 70 megawatts of electrolyzers supplied by Siemens Energy AG to produce hydrogen from Sweden’s electric grid that’s more than 90% supplied by renewable sources. At the same time, machines made by startup Carbon Clean will trap CO2 that is released from a nearby combined heat and power plant that burns biomass. That CO2 will be combined with the hydrogen using synthesis equipment from Topsoe to form methanol, which can be used to fuel ships.

While Orsted doesn’t have any customers lined up just yet, Danish shipping giant A.P. Moeller-Maersk A/S already committed to as much as $2.1 billion for a dozen ships capable of running on methanol set to be delivered from 2024.

Orsted is in advanced discussions with potential buyers of the fuel and there isn’t time to wait until those deals are concluded to start building production sites, Breese said. It hopes to get some government subsidies to help cover the cost of operating the site.

While methanol is much more expensive than the fossil fuel alternative, the EU’s new carbon rules are set to help spur the shipping industry to cut its emissions or pay a price for CO2 released into the atmosphere starting in 2024.

“It’s materially more expensive,” Breese said. “But it’s important to see it not so much in the context of this being a kind of economical alternative to fossil fuels as this being what is going to be required to have a license to operate in Europe over the coming decades.”

Topsoe to Support FCL Renewable Diesel Project

Technology provider Topsoe A/S, Copenhagen, recently reported that it has been chosen to support Federated Co-operatives Ltd. (FCL), Saskatoon, in establishing renewable diesel production in Regina, Sask. FCL has chosen Topsoe’s HydroFlexTM process to produce low-carbon renewable diesel.

The FCL renewable diesel plant, once fully operational, has the potential to produce 15,000 barrels per day. The facility will be part of a larger Integrated Agriculture Complex, which also includes a canola crushing plant. FCL expects to be producing renewable diesel in 2027.

FCL’s current refinery in Regina produces traditional petroleum products. The company said combining renewable fuels with those products FCL already manufactures will create a sustainable seed-to-tank solution for fuel production in Western Canada.

Ag Groups Urge Canadian Government to Reimburse Farmers for Fertilizer Tariffs

A coalition of agricultural trade groups in Canada is calling on the Canadian government to reimburse farmers who paid an estimated C$34.1 million in tariffs on fertilizers sourced last spring from Russia and Belarus.

The federal government in March implemented a 35% tariff on virtually all imported goods from Russia and Belarus that were not in transit prior to March 2, 2022 (GM March 18, p. 1). The tariffs were part of Canada’s decision to withdraw the most-favored-nation status to Russia and Belarus as trading partners in the wake of Russia’s invasion of Ukraine.

Canada was the only G7 nation to impose a tariff, which hit the Eastern Canada fertilizer industry particularly hard. Industry participants told Green Markets that as much as 25% of phosphate fertilizers and 55% of nitrogen fertilizer used in Eastern Canada comes from Russia, mostly in the form of urea, UAN, and MAP.

As of the end of the fertilizer reporting year on June 30, 2022, the Canadian government had collected C$34.1 million in tariffs on fertilizer from Russia and Belarus, according to Finance Canada. RealAgriculture reported that the finance department said the duties were collected on fertilizer imports worth C$97.5 million, while C$75.5 million in fertilizer imports did not have customs duties applied as these shipments were already in-transit when the tariff took effect.

In a Dec. 21 statement, the Atlantic Grains Council, Christian Farmers Federation of Ontario, Grain Farmers of Ontario, Grain Growers of Quebec, and Ontario Bean Growers called on the federal government to send that C$34.1 million back to the farmers who paid it.

“The tariff funds collected from farmers should not be a cost that is borne by those growing and providing everyone’s food,” the statement said. “Farmers can provide information on the tariff monies they paid and can be reimbursed directly.”

The trade groups said they have been working as a coalition for months to “raise awareness of the challenges Canada’s decision to impose tariffs on Russian fertilizer imports has created for Canadian farmers.” The groups stressed that “Canadian farmers stand with the people of Ukraine,” but questioned why Canada is the “only G7 nation asking its farmers to pay for tariff retaliation that doesn’t hurt Russia.”

“The UN is asking countries not to impose barriers to fertilizer trade to avert a global food crisis, yet Canada – a global grain superpower the world needs in a time of crisis – made its farmers pay a significant tariff, which they continue to pay,” the statement concludes. “We await the government’s plan to reimburse farmers directly for the tariff money paid on fertilizer.”

Earlier this month, the Canadian government signaled its intention to forward C$115 million in expected tariff revenues to Ukraine to help repair the country’s power grid. The announcement was made by Deputy Prime Minister and Finance Minister Chrystia Freeland at a Ukrainian solidarity conference in Paris.

“Putin and his henchmen are war criminals, and they are attempting to use the cold as a weapon to break the spirit of the remarkable people of Ukraine,” Freeland said in a press release. “They will not succeed, and this support will help ensure that Ukraine can secure its energy infrastructure and make it through the difficult winter to come.”

The federal government is now considering options for that C$34.1 million, however, including a mechanism to offset the costs borne by farmers, RealAgriculture reported this week. Freeland and Agriculture Minister Marie-Claude Bibeau said an announcement will be made early in 2023, but details of the plan were not revealed.

Citing multiple sources, RealAgriculture said the government is not considering direct reimbursements to farmer due to difficulties in tracking which fertilizer purchases were impacted by the tariff.

Compass Salt Woes Draw Class Action, $12 M SEC Settlement

Several law firms in recent weeks have been soliciting plaintiffs for class action suits against Compass Minerals International. Specifically, they are seeking investors who purchased Compass shares between Oct. 31, 2017, and Nov. 18, 2018.

The reason for the suits is explained by a Sept. 23 announcement by the US SEC, which said it settled charges against Compass for misleading investors about a technology upgrade that the company claimed would reduce costs at its Goderich salt mine in Ontario, but in reality, had increased costs, and for failing to properly assess whether to disclose the financial risks created by the company’s excessive discharge of mercury from former facilities near the Botafogo River in Pernambuco, Brazil. Compass was ordered to pay $12 million to settle the charges.

One class action suit has already been filed by Local 295 IBT Employer Group Welfare Fund against Compass, former CEO Francis Malecha, former CFO James Standen, and former Senior Vice President Anthony Sepich in the US District Court in Kansas. The plaintiff believes there are at least hundreds or thousands of members in the proposed class, with millions of shares of Compass stock publicly trading during the period on the New York Stock Exchange.

The suit said that on Oct. 23, 2018, Compass pre-announced third-quarter 2018 financial results that were significantly below expectations and lowered its outlook for the remainder of the year (GM Oct. 26, 2018, Nov. 2, 2018). After this announcement, Compass stock declined by more than 30% over the following two days. The suit said that before the market opened on Nov. 19, 2018, Compass announced the abrupt termination of Malecha.

“We believe this change speaks to the severity of the issues at Goderich,” a BMO Capital Markets analyst was quoted in the suit referring to Malecha’s departure. The suit said Compass shares lost another 8% over the next three days. At the time, Compass reported that Malecha and its Board of Directors had mutually agreed that Malecha would step down (GM Nov. 21, 2018).

The suit documents in detail Compass announcements between Oct. 31, 2017, and Nov. 18, 2018, in which the company lauded the financial benefits it would receive from the company’s new continuous mining and continuous haulage (CMCH) system at the mine. Compass had alleged that the CMCH would save the company approximately $30 million annually beginning in 2018.

Salt represented approximately 60% of the company’s consolidated revenues during the class period. The suit said that the fact that the defendants knew or recklessly disregarded that their statements were false was not known until the SEC’s Sept. 23 announcement.

Compass has not returned inquiries regarding the class action.

Chemtrade Reports Court Victory

Chemtrade Logistics Income Fund, Toronto, on Dec. 22 announced that Madame Justice Price of the Court of King’s Bench of Alberta ruled in favor of Chemtrade in its lawsuit against Superior Plus Corporation (Superior) (Chemtrade Electrochem Inc. v. Superior Plus Corp., filed July 5, 2016).

The lawsuit involved the failed attempt by Superior to acquire Canexus, prior to Chemtrade’s 2017 acquisition of Canexus (GM March 17, 2017; Dec. 23, 2016). The Arrangement Agreement between Superior and Canexus contained a clause requiring Superior to pay $25 million if the acquisition did not close due to a failure to obtain Canadian and US competition and antitrust regulatory approvals. The Court’s ruling is subject to appeal for a period of 30 days. Superior said it is reviewing the decision and considering whether to appeal.