Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 07, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --09-30 | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-31921 | ||
Entity Registrant Name | Compass Minerals International, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-3972986 | ||
Entity Address, Address Line One | 9900 West 109th Street, | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, Postal Zip Code | 66210 | ||
Entity Address, City or Town | Overland Park, | ||
Entity Address, State or Province | KS | ||
City Area Code | 913 | ||
Local Phone Number | 344-9200 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | CMP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,132,178,804 | ||
Entity Common Stock, Shares Outstanding | 41,023,332 | ||
Documents Incorporated by Reference | Document Parts into which Incorporated Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held February 15, 2023 Part III, Items 10, 11, 12, 13 and 14 | ||
Entity Central Index Key | 0001227654 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Sep. 30, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Kansas City, Missouri |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 46.1 | $ 18.1 |
Receivables, less allowance for doubtful accounts of $3.4 in 2022 and $3.0 in 2021 | 167.2 | 132.8 |
Inventories | 304.4 | 321.7 |
Current assets held for sale | 0 | 9.9 |
Other | 44.3 | 48.9 |
Total current assets | 562 | 531.4 |
Property, plant and equipment, net | 776.6 | 830.5 |
Intangible assets, net | 45.4 | 48.8 |
Goodwill | 56.4 | 57.8 |
Equity method investments | 46.6 | 5.8 |
Other | 156.5 | 156.6 |
Total assets | 1,643.5 | 1,630.9 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Accounts payable | 114.7 | 90 |
Accrued salaries and wages | 22.2 | 20.7 |
Income taxes payable | 1 | 0 |
Accrued interest | 14.1 | 14.3 |
Current liabilities held for sale | 0 | 9.6 |
Accrued expenses and other current liabilities | 81.1 | 60.8 |
Total current liabilities | 233.1 | 195.4 |
Long-term debt, net of current portion | 947.6 | 935.4 |
Deferred income taxes, net | 63.4 | 57.6 |
Other noncurrent liabilities | 143 | 149.4 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Common stock: $0.01 par value, 200,000,000 authorized shares; 35,367,264 issued shares | 0.4 | 0.4 |
Additional paid-in capital | 152.1 | 136.3 |
Treasury stock, at cost — 1,196,300 shares at September 30, 2022 and 1,313,690 shares at September 30, 2021 | (7.3) | (5.5) |
Retained earnings | 226.5 | 272.4 |
Accumulated other comprehensive loss | (115.3) | (110.5) |
Total stockholders' equity | 256.4 | 293.1 |
Total liabilities and stockholders' equity | $ 1,643.5 | $ 1,630.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Allowance for doubtful accounts | $ 3.4 | $ 3 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 35,367,264 | 35,367,264 |
Treasury stock, shares (in shares) | 1,196,300 | 1,313,690 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Gross profit | 33.1 | 30.2 | 108.4 | 58.5 | 37.6 | 39.6 | 84.1 | 171.7 | 161.3 | 196.8 | 230.2 | 219.8 |
Selling, general and administrative expenses | 92.7 | 86.4 | 153.9 | 123.1 | 116.8 | |||||||
Operating earnings | 79 | 74.9 | 42.9 | 107.1 | 103 | |||||||
Other expense (income): | ||||||||||||
Interest expense | 44.3 | 47.2 | 55.2 | 59.8 | 62.7 | |||||||
Gain on foreign exchange | (0.6) | (10.8) | (14.9) | 5.6 | (4.6) | |||||||
Net loss in equity investees | 0.5 | 0 | 5.2 | 0.5 | 0 | |||||||
Other (income) expense, net | (0.3) | 0.3 | (0.3) | (0.2) | 0.4 | |||||||
(Loss) earnings before income taxes from continuing operations | 35.1 | 38.2 | (2.3) | 41.4 | 44.5 | |||||||
Income tax expense from continuing operations | 14.2 | 10.3 | 35 | 5.8 | 1.9 | |||||||
Net (loss) earnings from continuing operations | (4.6) | (16.4) | 41.9 | 14.7 | (4.9) | (7.2) | 40 | 20.9 | 27.9 | (37.3) | 35.6 | 42.6 |
Net earnings (loss) from discontinued operations | (234.2) | 7.1 | 12.2 | (220.8) | 20.5 | |||||||
Net (loss) earnings | $ (56) | $ 57.1 | $ (214.4) | $ 28.1 | $ 4.3 | $ (3.3) | $ 34 | $ (213.3) | $ 35 | $ (25.1) | $ (185.2) | $ 63.1 |
Basic net earnings from continuing operations per common share (in dollars per share) | $ (0.14) | $ (0.49) | $ 1.22 | $ 0.42 | $ (0.15) | $ (0.22) | $ 1.17 | $ 0.59 | $ 0.80 | $ (1.10) | $ 1.01 | $ 1.22 |
Basic net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Basic net (loss) earnings per common share (in dollars per share) | (1.65) | 1.64 | (6.32) | 0.82 | 0.12 | (0.11) | 0.99 | (6.30) | 1.01 | (0.74) | (5.48) | 1.83 |
Diluted net earnings from continuing operations per common share (in dollars per share) | (0.14) | (0.49) | 1.21 | 0.42 | (0.15) | (0.22) | 1.16 | 0.58 | 0.79 | (1.10) | 1 | 1.22 |
Diluted net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Diluted net (loss) earnings per common share (in dollars per share) | $ (1.65) | $ 1.63 | $ (6.32) | $ 0.81 | $ 0.11 | $ (0.11) | $ 0.99 | $ (6.30) | $ 1 | $ (0.74) | $ (5.48) | $ 1.82 |
Weighted-average common shares outstanding: | ||||||||||||
Basic (in shares) | 34,043 | 34,020 | 33,974 | 33,958 | 33,947 | 33,915 | 33,892 | 34,013 | 33,918 | 34,120 | 33,999 | 33,928 |
Diluted (in shares) | 34,099 | 34,078 | 34,012 | 33,977 | 33,947 | 33,915 | 33,892 | 34,063 | 33,918 | 34,120 | 34,042 | 33,928 |
Shipping and handling cost | ||||||||||||
Cost of goods and services | $ 220.1 | $ 174.6 | $ 379.5 | $ 295.8 | $ 250.3 | |||||||
Product cost | ||||||||||||
Cost of goods and services | $ 444.8 | $ 359.8 | $ 667.8 | $ 619.8 | $ 534.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) earnings | $ (213.3) | $ (25.1) | $ 63.1 |
Other comprehensive loss | |||
Unrealized gain (loss) from change in pension costs, net of tax of $(0.9), $(1.2) and $0.8 in fiscal years 2022, 2021 and 2020, respectively | 4 | 2.7 | (2.5) |
Unrealized gain from change in other postretirement benefits, net of tax of $(0.5) in fiscal year 2022 | 0 | 1.3 | 0 |
Unrealized (loss) gain on cash flow hedges, net of tax of $0.7, $(1.0) and $(0.3) in fiscal years 2022, 2021 and 2020, respectively | 2.9 | (4.7) | 0.8 |
Cumulative translation adjustment | 186.4 | (4.1) | (109.9) |
Comprehensive loss | $ (20) | $ (29.9) | $ (48.5) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) from change in pension costs, tax | $ (1.2) | $ (0.9) | $ 0.8 |
Unrealized gain, other postretirement benefits, tax | (0.5) | ||
Unrealized gain on cash flow hedges, tax | $ (1) | $ 0.7 | $ (0.3) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2019 | $ 517.7 | $ 0.4 | $ 117.1 | $ (3.2) | $ 595.6 | $ (192.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | (48.5) | 63.1 | (111.6) | |||
Dividends on common stock/equity awards | (99.1) | 0.5 | (99.6) | |||
Shares issued for stock units, net of shares withheld for taxes | (1.1) | (1.1) | ||||
Stock-based compensation | 9.4 | 9.4 | ||||
Shares issued for stock units, net of shares withheld for taxes | (0.1) | (0.1) | ||||
Ending balance at Dec. 31, 2020 | $ 378.3 | 0.4 | 127 | (4.4) | 559.1 | (303.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends paid (in dollars per share) | $ 2.88 | |||||
Comprehensive income (loss) | $ (20) | (213.3) | 193.3 | |||
Dividends on common stock/equity awards | (73.1) | 0.3 | (73.4) | |||
Shares issued for stock units, net of shares withheld for taxes | (1.2) | (0.1) | (1.1) | |||
Stock-based compensation | 7.7 | 7.7 | ||||
Shares issued for stock units, net of shares withheld for taxes | 1.4 | 1.4 | ||||
Ending balance at Sep. 30, 2021 | $ 293.1 | 0.4 | 136.3 | (5.5) | 272.4 | (110.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends paid (in dollars per share) | $ 2.16 | |||||
Comprehensive income (loss) | $ (29.9) | (25.1) | (4.8) | |||
Dividends on common stock/equity awards | (20.8) | (20.8) | ||||
Shares issued for stock units, net of shares withheld for taxes | (2) | (0.2) | (1.8) | |||
Stock-based compensation | 15.7 | 15.7 | ||||
Shares issued for stock units, net of shares withheld for taxes | 0.3 | 0.3 | ||||
Ending balance at Sep. 30, 2022 | $ 256.4 | $ 0.4 | $ 152.1 | $ (7.3) | $ 226.5 | $ (115.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends paid (in dollars per share) | $ 0.60 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends on common stock/equity awards (in dollars per share) | $ 2.16 | $ 0.60 | $ 2.88 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash flows from operating activities: | |||||
Net (loss) earnings | $ (213.3) | $ 35 | $ (25.1) | $ (185.2) | $ 63.1 |
Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities: | |||||
Depreciation, depletion and amortization | 94.6 | 103.6 | 113.7 | 128.9 | 137.9 |
Amortization of deferred financing costs | 2.4 | 2.4 | 2.9 | 3.2 | 3.2 |
Refinancing of long-term debt | 0 | 0.1 | 0 | 0 | 0.1 |
Stock-based compensation | 7.7 | 7.2 | 15.7 | 9.9 | 9.4 |
Deferred income taxes | (29.5) | 4.7 | 19.9 | (29) | 5.2 |
Unrealized gain on foreign exchange | (17.9) | (8.4) | (29.1) | (12.3) | (2.8) |
Loss on impairment of long-lived assets | 300 | 0 | 23.1 | 300 | 0 |
Net loss (earnings) in equity investees | (0.6) | (0.4) | 5.2 | (1.6) | (1.4) |
Loss (gain) on disposition of assets | (27.3) | 0 | 3.7 | (26.3) | 0 |
Other, net | (0.1) | 5.7 | (0.1) | 0 | 6.8 |
Changes in operating assets and liabilities, net of sale of businesses: | |||||
Receivables | 74.1 | 111 | (55) | (17.4) | 19.5 |
Inventories | (52.3) | (107.6) | 6.3 | (21.7) | (77) |
Other assets | (14.7) | 11 | (14.2) | (3.1) | 22.6 |
Accounts payable and accrued expenses and other current liabilities | 49.2 | 21.8 | 55.1 | 23.7 | (3.7) |
Other liabilities | (9.6) | 2.4 | (1.6) | (19.7) | (7.7) |
Net cash provided by operating activities | 162.7 | 188.5 | 120.5 | 149.4 | 175.2 |
Cash flows from investing activities: | |||||
Capital expenditures | (71.8) | (62.9) | (96.7) | (93.8) | (84.9) |
Proceeds from sale of businesses | 348.6 | 0 | 61.2 | 348.6 | 0 |
Investments in equity method investees | (4.2) | (1.3) | (46.3) | (5) | (2) |
Other, net | 3.6 | (1) | 1.8 | 3.4 | (1.3) |
Net cash (used in) provided by investing activities | 276.2 | (65.2) | (80) | 253.2 | (88.2) |
Cash flows from financing activities: | |||||
Proceeds from revolving credit facility borrowings | 349.4 | 144.3 | 466.2 | 505.1 | 300 |
Principal payments on revolving credit facility borrowings | (391.3) | (204.1) | (403.1) | (516.9) | (329.7) |
Proceeds from issuance of long-term debt | 70.9 | 66.1 | 55.9 | 120.6 | 115.8 |
Principal payments on long-term debt | (394.8) | (46.7) | (109.1) | (427.3) | (79.2) |
Dividends paid | (73.1) | (74.2) | (20.8) | (98) | (99.1) |
Deferred financing costs | (0.1) | (1.1) | (0.4) | (0.1) | (1) |
Proceeds from stock option exercised | 1.4 | 0 | 0.3 | 1.6 | 0 |
Shares withheld to satisfy employee tax obligations | (1.2) | (1.2) | (2) | (1.3) | (1.1) |
Other, net | (0.8) | (1.4) | (1.3) | (1.2) | (1.9) |
Net cash used in financing activities | (439.6) | (118.3) | (14.3) | (417.5) | (96.2) |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | (5.6) | (1.1) | 1.8 | (4.5) |
Net change in cash and cash equivalents | 0 | (0.6) | 25.1 | (13.1) | (13.7) |
Cash and cash equivalents, beginning of the year | 21 | 34.7 | 21 | 34.1 | 34.7 |
Cash and cash equivalents, end of period | 21 | 34.1 | 46.1 | 21 | 21 |
Less: cash and cash equivalents included in current assets held for sale | (2.9) | (25.3) | 0 | (2.9) | (10.4) |
Cash and cash equivalents of continuing operations, end of period | 18.1 | 8.8 | 46.1 | 18.1 | 10.6 |
Supplemental cash flow information: | |||||
Interest paid, net of amounts capitalized | 38.6 | 43.3 | 52.9 | 60.4 | 65 |
Income taxes paid, net of refunds | $ 41.8 | $ (18.5) | $ 17.3 | $ 50 | $ (10.3) |
ORGANIZATION AND FORMATION
ORGANIZATION AND FORMATION | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND FORMATION | ORGANIZATION AND FORMATION Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, “CMP,” “Compass Minerals” or the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. Additionally, the Company is pursuing the development of a sustainable lithium brine resource to support the North American battery market and is a minority owner of Fortress North America, LLC (“Fortress”), a next-generation fire retardant company. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company also provides records management services in the U.K. CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. Change in Fiscal Year On June 23, 2021, the Board of Directors of the Company approved a change in its fiscal year end from December 31 st to September 30 th . As a result, the Company’s results of operations, cash flows, and all transactions impacting shareholders equity presented in this Annual Report on Form 10-K are for the twelve months ended September 30, 2022 (“fiscal 2022”), the nine month transition period ended September 30, 2021 (“fiscal 2021”) and the twelve months ended December 31, 2020 (“fiscal 2020”), unless otherwise noted. As such, the Company’s fiscal year 2022, or fiscal 2022, refers to the period from October 1, 2021 to September 30, 2022. This Annual Report on Form 10-K also includes an unaudited consolidated statement of operations for the comparable periods of October 1, 2020 to September 30, 2021 and January 1, 2020 to September 30, 2020; see Note 19 for additional information. Strategic Evaluation and Plan to Sell Businesses During fiscal 2020, the Company initiated an evaluation of the strategic fit of certain of the Company’s businesses. On February 16, 2021, the Company announced its plan to restructure its former Plant Nutrition South America segment to enable targeted and separate sales processes for each portion of the former segment, including its chemicals and specialty plant nutrition businesses along with the Company’s equity method investment in Fermavi Eletroquímica Ltda. (“Fermavi”). Concurrently, to optimize its asset base in North America, the Company evaluated the strategic fit of its North America micronutrient product business. On March 16, 2021, the Board of Directors of the Company approved a plan to sell the Company’s South America chemicals and specialty plant nutrition businesses, investment in Fermavi and North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing the Company’s leverage and enabling increased focus on optimizing the Company’s core businesses. Prior to March 31, 2021, the South America chemicals and specialty plant nutrition businesses and investment in Fermavi were reported as the Company’s Plant Nutrition South America segment. Prior to March 31, 2021, the North America micronutrient product business was included as part of the Company’s Plant Nutrition North America segment, which was renamed the Plant Nutrition segment as of March 31, 2021. As of September 30, 2022, the Company has two reportable segments, Salt and Plant Nutrition, as discussed further in Note 14 . The Company concluded that the Specialty Businesses met the criteria for classification as held for sale upon receiving approval from its Board of Directors to sell the Specialty Businesses in the first quarter of 2021. In addition, the Company believed there was a single disposal plan representing a strategic shift that would have a material effect on its operations and financial results. Consequently, the Specialty Businesses qualified for presentation as assets and liabilities held for sale and discontinued operations in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) . Accordingly, current and noncurrent assets and liabilities of the Specialty Businesses are presented in the Consolidated Balance Sheets as assets and liabilities held for sale as of September 30, 2021, and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for each period presented in this report. Interest expense attributed to discontinued operations represents interest expense for third-party loans in Brazil to the Company’s South America chemicals and specialty plant nutrition businesses, which were fully repaid from proceeds received from the Company’s sale of its South America specialty plant nutrition businesses. As described further in Note 3 , on May 4, 2021, July 1, 2021, August 20, 2021 and April 20, 2022, the Company completed the sale of a component of its North America micronutrient business, the sale of its South America specialty plant nutrition business, the sale of its investment in Fermavi and the sale of its South America chemicals business, respectively. In the second quarter of 2021, the Company abandoned the remaining inventory of its North America micronutrient product business and has reclassified its remaining product lines of this business as discontinued operations for all periods presented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Management Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP as included in the Accounting Standards Codification requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. b. Basis of Consolidation: The Company’s consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. c. Discontinued Operations: The Company reports its financial results from discontinued operations and continuing operations separately to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs when a component or a group of components of an entity has been disposed of or classified as held for sale and represents a strategic shift that has a major effect on the entity’s operations and financial results. In the Company’s Consolidated Statements of Cash Flows, the cash flows from discontinued operations are not separately classified. Significant components of cash flows related to discontinued operations are disclosed in Note 3 . See Note 3 for information on discontinued operations and Note 14 for information on the Company’s reportable segments. d. Foreign Currency: Assets and liabilities are translated into U.S. dollars at end of period exchange rates. Sales and expenses are translated using the monthly average rates of exchange during the year. Adjustments resulting from the translation of foreign-currency financial statements into the reporting currency, U.S. dollars, are included in accumulated other comprehensive loss. The Company recorded foreign exchange gain (loss) of $6.7 million, $(17.7) million and $(72.6) million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, in accumulated other comprehensive loss related to intercompany notes which, had been deemed to be of long-term investment nature. As discussed in Note 3 , the Company completed the disposition of certain foreign entities and assets during fiscal 2021 and fiscal 2022. There are certain monetary assets and liabilities that are currently being held in Brazil that will be remeasured each period with changes in foreign currency exchange rates included in earnings until they are settled or transferred to a U.S. subsidiary. Aggregate exchange gains from transactions denominated in a currency other than the functional currency, which are included in other expense (income) for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, were $(14.9) million, $(0.6) million and $(4.6) million, respectively. These amounts include the effect of translating intercompany notes which were deemed to be temporary in nature. e. Revenue Recognition: The Financial Accounting Standards Board (the “FASB”) revenue recognition guidance provides a single, comprehensive model for recognizing revenue from contracts with customers. The revenue recognition model requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. The Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. Accordingly, substantially all of the Company’s revenue is recognized at a point in time when control of the goods transfers to the customer. The Company typically recognizes revenue at the time of shipment to the customer, which coincides with the transfer of title and risk of ownership to the customer. Sales represent billings to customers net of sales taxes charged for the sale of the product. Sales include amounts charged to customers for shipping and handling costs, which are expensed when the related product is sold. f. Cash and Cash Equivalents: The Company considers all investments with original maturities of three months or less to be cash equivalents. The Company maintains the majority of its cash in bank deposit accounts with several commercial banks with high credit ratings in the U.S., Canada, the U.K. and Brazil. Typically, the Company has bank deposits in excess of federally insured limits. Currently, the Company does not believe it is exposed to significant credit risk on its cash and cash equivalents. g. Accounts Receivable and Allowance for Doubtful Accounts: Receivables consist almost entirely of trade accounts receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based on historical write-off experience by business line and a current assessment of its portfolio, including information regarding individual customers. The Company reviews its past due account balances for collectability and adjusts its allowance for doubtful accounts accordingly. Account balances are charged off against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered. h. Inventories: Inventories are stated at the lower of cost or net realizable value. Finished goods and raw material and supply costs are valued using the average cost method on a first-in-first-out basis. Raw materials and supply costs primarily consist of raw materials purchased to aid in the production of mineral products, maintenance materials and packaging materials. Finished goods are primarily comprised of salt, magnesium chloride, and SOP products readily available for sale. Substantially all costs associated with the production of finished goods at the Company’s production locations are captured as inventory costs. As required by U.S. GAAP, a portion of the fixed costs at a location are not included in inventory and are expensed as a product cost if production at that location is determined to be abnormally low in any period. Additionally, since the Company’s products are often stored at warehousing locations, the Company includes in the cost of inventory the freight and handling costs necessary to move the product to storage until the product is sold to a customer. i. Other Current Assets: The items included in other current assets as of September 30, 2022 and 2021, consist principally of prepaid expenses of $44.3 million and $45.4 million, respectively. j. Property, Plant and Equipment: Property, plant and equipment is stated at cost and includes capitalized interest. The costs of replacements or renewals, which improve or extend the life of existing property, are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or disposition of an asset, any resulting gain or loss is included in the Company’s operating results. Property, plant and equipment also includes mineral interests. The mineral interests for the Company’s Winsford U.K. mine are owned. The Company leases probable mineral reserves at its Cote Blanche and Goderich mines, its Ogden facility and several of its other North American facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales. The Company’s rights to extract minerals are contractually limited by time. The Cote Blanche mine is operated under land and mineral leases, and the mineral lease expires in 2060 with two additional 25-year renewal periods. The Company continues to operate under the Goderich mine mineral reserve lease that expired in 2022, and the Company is in the process of renewing its option until 2043 after demonstrating to the lessor that the mine’s useful life is greater than the lease’s term. The Ogden facility mineral reserve lease renews annually. The Company believes it will be able to continue to extend lease agreements as it has in the past, at commercially reasonable terms, without incurring substantial costs or material modifications to the existing lease terms and conditions, and therefore, management believes that assigned lives are appropriate. The Company’s mineral interests are depleted on a units-of-production basis based upon the latest available mineral study. The weighted average amortization period for the leased probable mineral reserves is 86 years as of September 30, 2022. The Company also owns other mineral properties. The weighted average life for the probable owned mineral reserves is 35 years as of September 30, 2022, based upon management’s current production estimates. Buildings and structures are depreciated on a straight-line basis over lives generally ranging from 10 to 30 years. Portable buildings generally have shorter lives than permanent structures. Leasehold and building improvements have estimated lives of 5 to 40 years or lower based on the life of the lease to which the improvement relates. The Company’s fixed assets are amortized on a straight-line basis over their respective lives. The following table summarizes the estimated useful lives of the Company’s different classes of property, plant and equipment: Years Land improvements 10 to 25 Buildings and structures 10 to 30 Leasehold and building improvements 5 to 40 Machinery and equipment – vehicles 2 to 10 Machinery and equipment – other mining and production > 1 to 50 Office furniture and equipment 2 to 10 Mineral interests 20 to 99 The Company has finance leases which are recorded in property, plant and equipment at the beginning of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Lease payments are recorded as interest expense and a reduction of the lease liability. A finance lease asset is depreciated over the lower of its useful life or the lease term. The Company has capitalized computer software costs of $4.3 million and $7.9 million as of September 30, 2022 and 2021, respectively, recorded in property, plant and equipment. The capitalized costs are being amortized over five years. The Company recorded $7.6 million, $5.0 million and $5.5 million of amortization expense related to capitalized computer software for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. The Company recognizes and measures obligations related to the retirement of tangible long-lived assets in accordance with applicable U.S. GAAP. Asset retirement obligations are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company reviews its long-lived assets and the related mineral reserves for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. If an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. k. Leases: In accordance with U.S. GAAP, lessees are required to recognize on their balance sheet a right-of-use asset which represents a lessee’s right to use the underlying asset, and a lease liability which represents a lessee’s obligation to make lease payments for the right to use the asset. In addition, the guidance requires expanded qualitative and quantitative disclosures. Refer to Note 5 for additional details. l. Goodwill and Intangible Assets: The Company amortizes its intangible assets deemed to have finite lives on a straight-line basis over their estimated useful lives which, for the Company, range from 25 to 50 years. The Company reviews goodwill and other indefinite-lived intangible assets annually for impairment. In addition, goodwill and other intangible assets are reviewed when an event or change in circumstances indicates the carrying amounts of such assets may not be recoverable. m. Investments: The Company uses the equity method of accounting for equity securities when it has significant influence or when it has more than a minor ownership interest or more than minor influence over an investee’s operations but does not have a controlling financial interest. Initial investments are recorded at cost (including certain transaction costs) and are adjusted by the Company’s share of the investees’ undistributed earnings and losses. The Company may recognize its share of an investee’s earnings on a lag, if an investee’s financial results are not available in a timely manner. For certain of the Company's equity method investments, such as investments where the capital structure of the equity investment results in different liquidation rights and priorities than what is reflected by the underlying percentage ownership interests, the Company's proportionate share of net earnings is accounted for using the Hypothetical Liquidation at Book Value ("HLBV") methodology available under the equity method of accounting. When applying HLBV, the Company determines the amount that would be received if the investment were to liquidate all of its assets and distribute the resulting cash to the investors based on contractually defined liquidation priorities, assuming the net assets were liquidated at their net book value. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. n. Other Noncurrent Assets: Other noncurrent assets include certain inventories of spare parts, net of reserve, of $35.3 million and $32.4 million at September 30, 2022 and 2021, respectively, which will be utilized with respect to long-lived assets. As of September 30, 2022 and 2021, other noncurrent assets also include net operating lease assets of $58.1 million and $48.6 million, respectively. The Company sponsors a non-qualified defined contribution plan for certain of its executive officers and key employees as described in Note 11 . As of September 30, 2022 and 2021, investments in marketable securities representing amounts deferred by employees, Company contributions and unrealized gains or losses totaling $1.8 million and $2.1 million, respectively, were included in other noncurrent assets in the Consolidated Balance Sheets. The marketable securities are classified as trading securities and accordingly, gains and losses are recorded as a component of other expense, net in the Consolidated Statements of Operations. o. Income Taxes: The Company accounts for income taxes using the liability method in accordance with the provisions of U.S. GAAP. Under the liability method, deferred taxes are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company’s foreign subsidiaries file separate company returns in their respective jurisdictions. The Company recognizes potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Any penalties and interest that are accrued on the Company’s uncertain tax positions are included as a component of income tax expense. In evaluating the Company’s ability to realize deferred tax assets, the Company considers the sources and timing of taxable income, including the reversal of existing temporary differences, the ability to carryback tax attributes to prior periods, qualifying tax-planning strategies, and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, the Company’s assumptions include the amount of pre-tax operating income according to different state, federal and international taxing jurisdictions, the origination of future temporary differences, and the implementation of feasible and prudent tax-planning strategies. If the Company determines that a portion of its deferred tax assets will not be realized, a valuation allowance is recorded in the period that such determination is made. In the future, if the Company determines, based on the existence of sufficient evidence, that more or less of the deferred tax assets are more likely than not to be realized, an adjustment to the valuation allowance will be made in the period such a determination is made. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which subjects U.S. shareholders, including the Company, to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB issued guidance stating that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI as a period expense only. p. Environmental Costs: Environmental costs, other than those of a capital nature, are accrued at the time the exposure becomes known and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. Amounts reserved for environmental matters were not material at September 30, 2022 or 2021. q. Equity Compensation Plans: The Company has equity compensation plans under the oversight of the Company’s Board of Directors, whereby stock options, restricted stock units, performance stock units, deferred stock units and shares of common stock are granted to the Company’s employees and directors. See Note 15 for additional discussion. r. Earnings per Share: When calculating earnings per share, the Company’s participating securities are accounted for under the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities based upon their rights to receive dividends. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. The treasury stock method is calculated assuming unrecognized compensation expense, income tax benefits and proceeds from the potential exercise of employee stock options are used to repurchase common stock. s. Derivatives: The Company is exposed to the impact of fluctuations in foreign exchange and interest rates on its borrowings and fluctuations in the purchase price of natural gas and diesel fuel consumed in operations. The Company may hedge portions of these risks through the use of derivative agreements. The Company records derivative financial instruments as assets or liabilities measured at fair value. Accounting for the changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. For qualifying hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Consolidated Statements of Operations. Until the effective portion of a derivative’s change in fair value is recognized in the Consolidated Statements of Operations, the change in fair value is recognized in other comprehensive income. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. The Company formally documents, designates and assesses the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. t. Concentration of Credit Risk: The Company sells its salt and magnesium chloride products to various governmental agencies, manufacturers, distributors and retailers primarily in the Midwestern U.S. and throughout Canada and the U.K. The Company’s plant nutrition products are sold across the Western Hemisphere and globally. No single customer or group of affiliated customers accounted for more than 10% of the Company’s sales during the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 or the fiscal year ended December 31, 2020, or more than 10% of receivables at September 30, 2022 or 2021. u. Recent Accounting Pronouncements: |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On March 23, 2021, the Company entered into a definitive agreement to sell its South America specialty plant nutrition business to ICL Brasil Ltda., a subsidiary of ICL Group Ltd. The transaction closed on July 1, 2021. Upon closing the Company received gross proceeds of approximately $421.1 million, including a reduction in proceeds of $6.2 million in working capital adjustments which was finalized in the third quarter of fiscal 2021 and associated selling costs of $8.4 million, comprised of a cash payment of approximately $318.4 million and an additional $102.7 million in net debt assumed by ICL Brasil Ltda. The Brazil debt was deducted from gross proceeds from the transaction. The terms of the definitive agreement provided for an additional earnout payment of up to R$88 million Brazilian reais. On April 7, 2022, the Company received the maximum earnout possible under the terms of the sale, or $18.5 million based on exchange rates at the time of receipt. On April 7, 2021, the Company entered into a definitive agreement to sell a component of its North America micronutrient business (primarily consisting of intangible assets and certain inventory of the business) to Koch Agronomic Services, LLC, a subsidiary of Koch Industries, through an asset purchase and sale agreement. On May 4, 2021, the Company completed the sale for approximately $56.7 million and paid fees totaling $0.5 million. The Company recognized a gain from the sale of $30.6 million, net of $2.8 million from the release of accumulated currency translation adjustment (“CTA”) upon substantial liquidation of the business. On June 28, 2021, the Company entered into a definitive agreement to sell its investment in Fermavi for R$45 million Brazilian reais (including R$30 million of deferred purchase price). The transaction closed on August 20, 2021. Upon closing the Company received gross proceeds of approximately $2.9 million and recorded a discounted deferred proceeds receivable of approximately $4.8 million (based on exchange rates at the time of closing). On April 20, 2022, the Company completed the sale of its South America chemicals business to a subsidiary of Cape Acquisitions LLC. Upon closing of the all-cash sale, the Company received gross proceeds of approximately $51.5 million based on exchange rates at the time of receipt, including a post-closing adjustment and compensation of $6.4 million for cash on hand that transferred to the buyer. The Company also paid fees of $2.4 million related to this sale. The Company recognized an incremental loss from the sale of $23.1 million during the fiscal year ended September 30, 2022, and released $49.5 million from accumulated CTA. The sale included all of the Company’s remaining operations in Brazil, concluding its previously announced plan to exit the South American market. In measuring the assets and liabilities held for sale at fair value less estimated costs to sell, the Company completed an impairment analysis when its Board of Directors committed to a plan to sell the Specialty Businesses and the Company updated the analysis each quarter until each of the Specialty Businesses were sold. The Company recorded losses on the sales of its South American specialty plant nutrition business, its investment in Fermavi and its South America chemicals business totaling approximately $323.1 million. These losses were partially offset by a gain of approximately $30.6 million from the sale of a component of the North America micronutrient business in fiscal 2021. The amount of CTA loss within accumulated other comprehensive loss (“AOCL”) on the Company’s Consolidated Balance Sheets related to the Specialty Businesses was considered in the Company’s determination of the adjustment to fair value less estimated costs to sell. The Company recognized a net loss from its adjustment to fair value less estimated costs to sell of $90.2 million in its earnings (loss) from discontinued operations in its Consolidated Statements of Operations for the nine months ended September 30, 2021. The adjustment to fair value less estimated costs to sell for the nine months ended September 30, 2021 included $52.9 million of CTA from the translation of the net assets of the Company’s South America chemicals business from Brazilian reais to U.S. dollars, which had been reported in CTA. As discussed in Note 1 , prior to March 31, 2021, the North America micronutrient product business was reported in the Company’s Plant Nutrition North America segment (which is now known as the Plant Nutrition segment), which aligns with the Plant Nutrition reporting unit for purposes of evaluating goodwill. Based on the Company’s assessment of the estimated relative fair values of the North America micronutrient product business and the remaining business from the former Plant Nutrition reporting unit, the Company performed an allocation of goodwill between the North America micronutrient product business classified as held for sale and the business being retained, which resulted in $6.8 million of goodwill allocated to the North America micronutrient product business as of December 31, 2020. The Company also performed an assessment of the relative fair values of its South America specialty nutrition businesses based upon estimated proceeds and other information available. The Company allocated 84% of the total reporting units to the South America specialty nutrition business (R$951.6 million or $189.7 million at closing in fiscal 2021). An allocation of goodwill related to the former Plant Nutrition South America segment was not required as the entire segment and related goodwill was classified as held for sale in each period. The information below sets forth selected financial information related to the operating results of the Specialty Businesses classified as discontinued operations. The Specialty Businesses’ revenue and expenses have been reclassified to net earnings (loss) from discontinued operations in prior periods. The Consolidated Balance Sheets present the assets and liabilities that were reclassified from the specified line items to assets and liabilities held for sale and the Consolidated Statements of Operations present the revenue and expenses that were reclassified from the specified line items to discontinued operations. The following table represents summarized amounts of assets and liabilities held for sale on the Consolidated Balance Sheets (in millions): September 30, September 30, Cash and cash equivalents $ — $ 2.9 Receivables, less allowance for doubtful accounts of $0.2 in 2021 — 13.7 Inventories — 7.7 Property, plant and equipment, net — 35.6 Goodwill — 33.3 Loss recognized on held for sale classification — (90.2) Other — 6.9 Current assets held for sale $ — $ 9.9 Current portion of long-term debt $ — $ — Accounts payable — 5.9 Accrued expenses and other current liabilities — 3.7 Current liabilities held for sale $ — $ 9.6 The following table represents summarized Consolidated Statements of Operations information of discontinued operations (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Sales $ 53.6 $ 211.2 $ 368.6 Shipping and handling cost 2.8 10.2 16.3 Product cost 28.4 153.8 255.0 Gross profit 22.4 47.2 97.3 Selling, general and administrative expenses 3.5 27.6 54.9 Operating earnings 18.9 19.6 42.4 Interest expense 0.1 4.4 8.6 (Gain) loss on foreign exchange (17.5) (9.9) 4.2 Net loss on sale of business 23.1 209.8 — Net loss on adjustment to fair value less estimated costs to sell — 90.2 — Net gain on sale of business — (30.6) — Other income, net (0.6) (1.5) (1.8) Earnings (loss) from discontinued operations before income taxes 13.8 (242.8) 31.4 Income tax expense (benefit) 1.6 (8.6) 10.9 Net earnings (loss) from discontinued operations $ 12.2 $ (234.2) $ 20.5 The significant components included in the Company’s Consolidated Statements of Cash Flows for the discontinued operations are as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Depreciation, depletion and amortization $ — $ 4.8 $ 20.1 Deferred income taxes 0.5 (23.6) (2.8) Unrealized foreign exchange (gain) loss (3.1) (19.1) 4.3 Loss on impairment of long-lived assets 23.1 300.0 — Gain on sale of business — (30.6) — Capital expenditures (1.6) (6.1) (9.6) Changes in receivables (4.8) 4.2 (17.9) Changes in inventories (2.0) (26.1) (9.7) Changes in other assets (4.7) (20.5) (4.3) Changes in accounts payable and accrued expenses and other current liabilities (11.5) (315.9) 3.9 Proceeds from sale of businesses 61.2 348.6 — Proceeds from issuance of long-term debt — 21.8 57.6 Principal payments on long-term debt — (12.0) (62.2) |
REVENUES
REVENUES | 12 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Nature of Products and Services The Company’s Salt segment products include salt and magnesium chloride for use in road deicing and dust control, food processing, water softeners, and agricultural and industrial applications. The Company’s plant nutrition segment produces and markets SOP in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. In the U.K., the Company operates a records management business utilizing excavated areas of its Winsford salt mine with one other location in London, England. Identifying the Contract The Company accounts for a customer contract when there is approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Identifying the Performance Obligations At contract inception, the Company assesses the goods and services it has promised to its customers and identifies a performance obligation for each promise to transfer to the customer a distinct good or service (or bundle of goods or services). Determining whether products and services are considered distinct performance obligations that should be accounted for separately or aggregated together may require significant judgment. Identifying and Allocating the Transaction Price The Company’s revenues are measured based on consideration specified in the customer contract, net of any sales incentives and amounts collected on behalf of third parties such as sales taxes. In certain cases, the Company’s customer contracts may include promises to transfer multiple products and services to a customer. For multiple-element arrangements, the Company generally allocates the transaction price to each performance obligation in proportion to its stand-alone selling price. When Performance Obligations Are Satisfied The vast majority of the Company’s revenues are recognized at a point in time when the performance obligations are satisfied based upon transfer of control of the product or service to a customer. To determine when the control of goods is transferred, the Company typically assesses, among other things, the shipping terms of the contract, as shipping is an indicator of transfer of control. Some of the Company’s products are sold when the control of the goods transfers to the customer at the time of shipment. There are also instances when the Company provides shipping services to deliver its products. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. The Company has made an accounting policy election to recognize any shipping and handling costs that are incurred after the customer obtains control of the goods as fulfillment costs which are accrued at the time of revenue recognition. Significant Payment Terms The customer contract states the final terms of the sale, including the description, quantity and price of each product or service purchased. Payment is typically due in full within 30 days of delivery. As a practical expedient, the Company does not adjust the consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the good or service is transferred to the customer and when the customer pays for that good or service will be one year or less. Refunds, Returns and Warranties The Company’s products are generally not sold with a right of return and the Company does not generally provide credits or incentives, which may be required to be accounted for as variable consideration when estimating the amount of revenue to be recognized. The Company uses historical experience to estimate accruals for refunds due to manufacturing or other defects. Practical Expedients and Accounting Policy Elections The Company has elected the following practical expedients and accounting policies: (i) not to adjust the amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a product or service to a customer and when the customer pays for that product or service will be one year or less, (ii) to expense costs to obtain a contract as incurred for costs when the Company expects that the amortization period would have been one year or less, (iii) not to recast revenue for customer contracts that begin and end in the same fiscal period, and (iv) not to assess whether promised goods or services are performance obligations if they are immaterial in the context of the customer contract. See Note 14 for disaggregation of sales by segment, type and geographical region. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASESThe Company enters into leases for warehouses and depots, rail cars, vehicles, mobile equipment, office space and certain other types of property and equipment. The Company determines whether an arrangement is or contains a lease at the inception of the contract. The right-of-use asset and lease liability are recognized based on the present value of the future minimum lease payments over the estimated lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company estimates its incremental borrowing rate for each lease based upon the estimated lease term, the type of asset and the location of the leased asset. The most significant judgments in the application of the FASB guidance include whether a contract contains a lease and the lease term. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Many of the Company’s leases include one or more options to renew and extend the initial lease term. The exercise of lease renewal options is generally at the Company’s discretion. The lease term includes renewal periods in only those instances in which the Company determines it is reasonably assured of renewal. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. In these instances, the assets are depreciated over the useful life of the asset. The Company has elected the practical expedient available under the FASB guidance to not separate lease and non-lease components on all of its lease categories. As a result, many of the Company’s leases include variable payments for services (such as handling or storage) or payments based on the usage of the asset. In addition, certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or any material restrictive covenants. The Company’s sublease income is immaterial. The Company’s Consolidated Balance Sheets includes the following (in millions): Consolidated Balance Sheet Location September 30, September 30, Assets Operating lease assets Other noncurrent assets $ 58.1 $ 48.6 Finance lease assets Property, plant and equipment, net 3.3 5.5 Total lease assets $ 61.4 $ 54.1 Liabilities Current liabilities: Operating Accrued expenses and other current liabilities $ 16.0 $ 14.0 Finance Accrued expenses and other current liabilities 1.1 1.2 Noncurrent liabilities: Operating Other noncurrent liabilities 44.4 37.1 Finance Other noncurrent liabilities 2.1 4.3 Total lease liabilities $ 63.6 $ 56.6 The Company’s components of lease cost are as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Finance lease cost: Amortization of lease assets $ 1.2 $ 0.9 $ 1.3 Interest on lease liabilities 0.1 0.1 0.1 Operating lease cost 18.0 13.2 16.7 Variable lease cost (a) 7.6 14.0 9.5 Total lease cost $ 26.9 $ 28.2 $ 27.6 (a) Short-term leases are immaterial and included in variable lease cost. Maturities of lease liabilities are as follows (in millions): Years Ending September 30: Operating Leases Finance Leases Total 2023 $ 18.0 $ 1.2 $ 19.2 2024 14.0 0.7 14.7 2025 8.8 0.1 8.9 2026 7.9 0.1 8.0 2027 6.3 0.1 6.4 After 2027 12.5 3.0 15.5 Total lease payments 67.5 5.2 72.7 Less: Interest (7.1) (2.0) (9.1) Present value of lease liabilities $ 60.4 $ 3.2 $ 63.6 Supplemental lease term and discount rate information related to leases is as follows: Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Weighted-average remaining lease term (years) Operating leases 5.5 5.7 7.1 Finance leases 20.7 16.7 5.3 Weighted-average discount rate Operating leases 4.0 % 3.6 % 3.7 % Finance leases 3.2 % 3.1 % 3.5 % Supplemental cash flow information related to leases is as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18.2 $ 12.9 $ 14.8 Operating cash flows from finance leases 0.1 0.1 0.1 Financing cash flows from finance leases 1.3 1.0 1.6 Leased assets obtained in exchange for new operating lease liabilities 26.4 5.7 16.5 Leased assets obtained in exchange for new finance lease liabilities — 2.2 1.8 |
LEASES | LEASESThe Company enters into leases for warehouses and depots, rail cars, vehicles, mobile equipment, office space and certain other types of property and equipment. The Company determines whether an arrangement is or contains a lease at the inception of the contract. The right-of-use asset and lease liability are recognized based on the present value of the future minimum lease payments over the estimated lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company estimates its incremental borrowing rate for each lease based upon the estimated lease term, the type of asset and the location of the leased asset. The most significant judgments in the application of the FASB guidance include whether a contract contains a lease and the lease term. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Many of the Company’s leases include one or more options to renew and extend the initial lease term. The exercise of lease renewal options is generally at the Company’s discretion. The lease term includes renewal periods in only those instances in which the Company determines it is reasonably assured of renewal. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. In these instances, the assets are depreciated over the useful life of the asset. The Company has elected the practical expedient available under the FASB guidance to not separate lease and non-lease components on all of its lease categories. As a result, many of the Company’s leases include variable payments for services (such as handling or storage) or payments based on the usage of the asset. In addition, certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or any material restrictive covenants. The Company’s sublease income is immaterial. The Company’s Consolidated Balance Sheets includes the following (in millions): Consolidated Balance Sheet Location September 30, September 30, Assets Operating lease assets Other noncurrent assets $ 58.1 $ 48.6 Finance lease assets Property, plant and equipment, net 3.3 5.5 Total lease assets $ 61.4 $ 54.1 Liabilities Current liabilities: Operating Accrued expenses and other current liabilities $ 16.0 $ 14.0 Finance Accrued expenses and other current liabilities 1.1 1.2 Noncurrent liabilities: Operating Other noncurrent liabilities 44.4 37.1 Finance Other noncurrent liabilities 2.1 4.3 Total lease liabilities $ 63.6 $ 56.6 The Company’s components of lease cost are as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Finance lease cost: Amortization of lease assets $ 1.2 $ 0.9 $ 1.3 Interest on lease liabilities 0.1 0.1 0.1 Operating lease cost 18.0 13.2 16.7 Variable lease cost (a) 7.6 14.0 9.5 Total lease cost $ 26.9 $ 28.2 $ 27.6 (a) Short-term leases are immaterial and included in variable lease cost. Maturities of lease liabilities are as follows (in millions): Years Ending September 30: Operating Leases Finance Leases Total 2023 $ 18.0 $ 1.2 $ 19.2 2024 14.0 0.7 14.7 2025 8.8 0.1 8.9 2026 7.9 0.1 8.0 2027 6.3 0.1 6.4 After 2027 12.5 3.0 15.5 Total lease payments 67.5 5.2 72.7 Less: Interest (7.1) (2.0) (9.1) Present value of lease liabilities $ 60.4 $ 3.2 $ 63.6 Supplemental lease term and discount rate information related to leases is as follows: Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Weighted-average remaining lease term (years) Operating leases 5.5 5.7 7.1 Finance leases 20.7 16.7 5.3 Weighted-average discount rate Operating leases 4.0 % 3.6 % 3.7 % Finance leases 3.2 % 3.1 % 3.5 % Supplemental cash flow information related to leases is as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18.2 $ 12.9 $ 14.8 Operating cash flows from finance leases 0.1 0.1 0.1 Financing cash flows from finance leases 1.3 1.0 1.6 Leased assets obtained in exchange for new operating lease liabilities 26.4 5.7 16.5 Leased assets obtained in exchange for new finance lease liabilities — 2.2 1.8 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in millions): September 30, September 30, Finished goods $ 251.6 $ 272.6 Raw materials and supplies 52.8 49.1 Total inventories $ 304.4 $ 321.7 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following (in millions): September 30, September 30, Land, buildings and structures and leasehold improvements $ 534.8 $ 539.3 Machinery and equipment 1,026.3 1,062.9 Office furniture and equipment 56.8 55.7 Mineral interests 167.1 172.5 Construction in progress 64.3 44.8 1,849.3 1,875.2 Less accumulated depreciation and depletion (1,072.7) (1,044.7) Property, plant and equipment, net $ 776.6 $ 830.5 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The asset value and accumulated amortization for the finite-lived intangibles assets are as follows (in millions): Supply Agreement SOP Production Rights Lease Rights Total September 30, 2022 Gross intangible asset $ 26.4 $ 24.3 $ 1.6 $ 52.3 Accumulated amortization (6.2) (18.3) (0.7) (25.2) Net intangible assets $ 20.2 $ 6.0 $ 0.9 $ 27.1 Supply Agreement SOP Production Rights Lease Rights Total September 30, 2021 Gross intangible asset $ 28.6 $ 24.3 $ 1.8 $ 54.7 Accumulated amortization (6.2) (17.3) (0.7) (24.2) Net intangible assets $ 22.4 $ 7.0 $ 1.1 $ 30.5 The estimated lives of the Company’s finite-lived intangible assets are as follows: Intangible asset Estimated Lives Supply agreement 50 years SOP production rights 25 years Lease rights 25 years None of the finite-lived intangible assets have a residual book value. Aggregate amortization expense was $1.6 million, $1.2 and $1.6 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, and is projected to be between $1 million and $2 million per year over the next five years. The weighted average life for the Company’s finite-lived intangibles is 37 years. In addition, the Company had water rights of $17.8 million and $17.7 million as of September 30, 2022 and 2021, respectively, and trade names of $0.5 million and $0.6 million as of September 30, 2022 and 2021, respectively, which have indefinite lives. The Company has goodwill of $56.4 million and $57.8 million as of September 30, 2022 and 2021, respectively, in its Consolidated Balance Sheets. The Company has recorded goodwill of $50.9 million and $51.8 million as of September 30, 2022 and 2021, respectively, in its Plant Nutrition segment. The remaining amounts in both periods were immaterial and |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 12 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS On November 2, 2021, the Company announced an investment in Fortress, a next-generation fire retardant business dedicated to developing and producing a portfolio of magnesium chloride-based fire retardant products to help combat wildfires. As of September 30, 2022, the Company has invested $50 million in Fortress in exchange for an ownership interest of approximately 45%. Under the HLBV methodology available under the equity method of accounting, the Company reflects its share of the income or loss of Fortress, net of tax, in its results each period on a one quarter reporting lag. The Company recorded its share of Fortress’ net losses of $3.9 million in the fiscal year ended September 30, 2022. Fortress’ losses were immaterial for the nine months ended September 30, 2021. The carrying value of the Company’s equity investment in Fortress is in excess of its share of Fortress’s net book value by approximately $27 million as of September 30, 2022. The basis difference primarily represents incremental value attributable to intangible assets and goodwill that has not been recognized in the financial statements of Fortress. The Company has liquidation preference under the terms of Fortress’ LLC agreement. Additionally, the Company has the right to purchase units from other Fortress unit holders and the right of first refusal to purchase all or any portion of any available Fortress units, both subject to certain conditions. The balance of the Company’s net investment in Fortress of $45.8 million and $3.9 million as of September 30, 2022 and 2021, respectively, is recorded in equity method investments in the Consolidated Balance Sheets. The Company also has other immaterial equity investments of $0.8 million and $1.9 million as of September 30, 2022 and 2021, respectively, for which it has recorded $1.3 million for its share of losses in the fiscal year ended September 30, 2022. Losses were immaterial for the nine months ended September 30 2021. The following tables provide summarized financial information for the Company’s ownership interest in Fortress accounted for under the equity method compiled from its financial statements, reported on a one-quarter lag (in millions): September 30, Current assets $ 17.5 Noncurrent assets 3.0 Current liabilities 1.4 Noncurrent liabilities 0.2 Fiscal Year Ended September 30, Sales $ 0.3 Gross profit (0.3) Net loss (5.9) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company files tax returns in the U.S., Canada, the U.K. and Brazil at the federal and local taxing jurisdictional levels. The Company’s U.S. federal tax returns for tax years 2017 forward remain open and subject to examination. Generally, the Company’s state, local and foreign tax returns for years as early as 2002 forward remain open and subject to examination, depending on the jurisdiction. The following table summarizes the Company’s income tax provision (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Current: Federal $ 8.8 $ 4.9 $ (25.2) State (2.0) 0.1 — Foreign 8.8 15.1 19.6 Total current 15.6 20.1 (5.6) Deferred: Federal 17.2 (4.0) 1.4 State (1.6) (2.9) (1.5) Foreign 3.8 1.0 7.6 Total deferred 19.4 (5.9) 7.5 Total provision for income taxes $ 35.0 $ 14.2 $ 1.9 The following table summarizes components of earnings before income taxes and shows the tax effects of significant adjustments from the expected income tax expense computed at the federal statutory rate (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, U.S. loss $ (68.0) $ (27.6) $ (6.4) Foreign income 65.7 62.7 50.9 Earnings before income taxes $ (2.3) $ 35.1 $ 44.5 Computed tax at the U.S. federal statutory rate of 21% (0.5) 7.4 9.4 Foreign income rate differential, mining, and withholding taxes, net of U.S. federal deduction 4.3 6.6 7.3 Percentage depletion in excess of basis (5.7) (1.7) (4.4) Non-deductible compensation 3.3 1.0 1.7 Other domestic tax reserves, net of reversals (1.1) 0.5 (9.7) State income taxes, net of federal income tax benefit (2.5) (1.1) (1.3) Change in valuation allowance on deferred tax asset 37.5 1.8 2.2 Interest expense recognition differences (2.8) (2.8) (3.5) GILTI/BEAT — 2.5 2.5 Tax on repatriated amounts (0.3) 0.1 — Securities and Exchange Commission (the “SEC”) Settlement 2.5 — — Other expense (income), net 0.3 (0.1) (2.3) Provision for income taxes $ 35.0 $ 14.2 $ 1.9 Effective tax rate (1,522) % 40 % 4 % Under U.S. GAAP, deferred tax assets and liabilities are recognized for the estimated future tax effects, based on enacted tax law, of temporary differences between the values of assets and liabilities recorded for financial reporting and tax purposes, and of net operating losses and other carryforwards. The significant components of the Company’s deferred tax assets and liabilities were as follows (in millions): September 30, September 30, Deferred tax assets: Excess interest expense $ — $ 15.0 Foreign tax credit — 39.8 Right of use lease liability — 9.8 Stock-based compensation — 1.7 State tax credits — 6.2 Other, net — 9.4 Total deferred tax assets before valuation allowance — 81.9 Valuation allowance — (43.7) Total deferred tax assets — 38.2 Deferred tax liabilities to be netted with deferred tax assets: Property, plant and equipment — 14.3 Right of use lease asset — 9.8 Other, net — 4.7 Total deferred tax liabilities to be netted with deferred tax assets — 28.8 Net noncurrent deferred tax assets $ — $ 9.4 Deferred tax assets to be netted with deferred tax liabilities: Net operating loss carryforwards (a) $ 23.1 $ 0.9 Excess interest expense 34.0 — Foreign tax credit 39.4 — Stock-based compensation 2.2 — State capital losses 2.1 — Right of use lease liability 14.8 2.5 State tax credits 7.0 — Other, net (a) 16.0 3.6 Total deferred tax assets before valuation allowance 138.6 7.0 Valuation allowance (a) (111.9) (0.9) Total deferred tax assets to be netted with deferred tax liabilities 26.7 6.1 Deferred tax liabilities: Property, plant and equipment 58.0 52.2 Intangible asset 4.6 5.9 Right of use lease asset 14.8 2.5 Unrealized foreign exchange gain 5.5 1.5 Other, net 7.2 1.6 Total deferred tax liabilities 90.1 63.7 Net deferred tax liabilities $ 63.4 $ 57.6 (a) Included in the balances at September 30, 2022 is $3.3 million of other deferred assets and $3.3 million of valuation allowances related to Plant Nutrition South America, which were included in held for sale at September 30, 2021. At September 30, 2022 and 2021, the Company had $94.1 million and $3.3 million, respectively, of gross foreign federal net operating loss (“NOL”) carryforwards that have no expiration date and $3.2 million and $0.3 million, respectively, of net operating tax-effected state NOL carryforwards which will expire beginning in 2035. At September 30, 2022, the Company also had $2.1 million of tax-effected state capital losses which will expire beginning in 2027. The NOL carryforwards in Brazil and related valuation allowances were removed given the ending of the Company’s operations in Brazil. The Company has recorded a valuation allowance for a portion of its deferred tax asset relating to various tax attributes that it does not believe are more likely than not to be realized. As of September 30, 2022 and 2021, the Company’s valuation allowance was $111.9 million and $44.6 million, respectively. In the future, if the Company determines, based on existence of sufficient evidence, that it should realize more or less of its deferred tax assets, an adjustment to the valuation allowance will be made in the period such a determination is made. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple jurisdictions. The Company recognizes potential liabilities for unrecognized tax benefits in the U.S. and other tax jurisdictions in accordance with applicable U.S. GAAP, which requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement of the matter. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense may result. The Company’s uncertain tax positions primarily relate to transactions and deductions involving U.S. and Canadian operations. If favorably resolved, $25.4 million of unrecognized tax benefits would decrease the Company’s effective tax rate. Management believes that it is reasonably possible that unrecognized tax benefits will decrease by approximately $2.4 million in the next twelve months largely as a result of tax returns being closed to future audits. In fiscal 2022, the Company’s income tax expense included a benefit of approximately $1.2 million related to the release of uncertain tax positions due to the expiration of statutes of limitations. The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Unrecognized tax benefits: Balance at beginning of period $ 38.0 $ 37.9 $ 46.5 Additions relating to tax positions taken in prior years — 0.2 1.6 Reductions relating to tax positions taken in prior years (3.2) — (0.1) Reductions due to expiration of tax years (1.2) (0.1) (10.1) Balance at end of period $ 33.6 $ 38.0 $ 37.9 The Company accrues interest and penalties related to its uncertain tax positions within its tax provision. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company accrued interest and penalties, net of reversals, of $0.9 million, $2.6 million and $2.0 million, respectively. As of September 30, 2022 and 2021, accrued interest and penalties included in the Consolidated Balance Sheets totaled $25.7 million and $24.8 million, respectively. The Company has historically considered the undistributed earnings of its foreign subsidiaries to be permanently reinvested. In December 2017, however, U.S. tax reform legislation was enacted, which included a one-time mandatory tax on previously deferred foreign earnings. As such, in fiscal 2018, the Company revised its permanently reinvested assertion and now expects to repatriate approximately $150 million of unremitted foreign earnings on which $4.6 million of income tax expense has been recorded for foreign withholding tax and state income taxes. Additionally, the Company changed its permanently reinvested assertion and repatriated $42.5 million of unremitted foreign earnings from its U.K. operations in September 2021 on which $0.1 million of income tax expense was recorded during fiscal 2021. In fiscal 2022, the Company changed its permanently reinvested assertion and now expects to repatriate an additional approximately $10.0 million of unremitted foreign earnings on which $0.1 million of income tax benefit was recorded during fiscal 2022. The Company intends to continue its permanently reinvested assertion on the remaining undistributed earnings of its foreign subsidiaries indefinitely. As of September 30, 2022, the Company has approximately $147.5 million of outside basis differences on which no deferred taxes have been recorded as the determination of the unrecognized deferred taxes is not practicable. Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for fiscal years 2002-2017. The reassessments are a result of ongoing audits and total approximately $165.2 million, including interest, through September 30, 2022. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company has posted collateral in the form of a $124.9 million performance bond and has paid $36.2 million (most of which is recorded in other assets in the Consolidated Balance Sheets at September 30, 2022), which is necessary to proceed with future appeals or litigation. The Company expects that it will be required by local regulations to provide security for additional interest on the above unresolved disputed amounts and for any future reassessments issued by these Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the disputes are resolved. The Company expects that the ultimate outcome of these matters will not have a material impact on its results of operations or financial condition. However, the Company can provide no assurance as to the ultimate outcome of these matters and the impact could be material if they are not resolved in the Company’s favor. As of September 30, 2022, the Company believes it has adequately reserved for these reassessments. Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions. |
PENSION PLANS AND OTHER BENEFIT
PENSION PLANS AND OTHER BENEFITS | 12 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER BENEFITS | PENSION PLANS AND OTHER BENEFITS U.K. Pension The Company has a defined benefit pension plan for certain of its U.K. employees. Benefits of this pension plan are based on a combination of years of service and compensation levels. This plan was closed to new participants in 1992. Beginning December 1, 2008, future benefits ceased to accrue for the remaining active employee participants in the pension plan concurrent with the establishment of a defined contribution plan for these employees. The Company’s U.K. pension plan investment strategy is to maximize return on investments while minimizing risk. This is accomplished by investing in high-grade equity and debt securities. The Company’s portfolio guidelines recommend that equity securities comprise approximately 75% of the total portfolio and that approximately 25% be invested in debt securities. The Company’s portfolio has shifted to a smaller proportion of equity funds due to the increased volatility of these funds over the last several years, and it is researching strategies that will reduce volatility, while also maximizing returns. Investment strategies and portfolio allocations are based on the U.K. pension plan’s benefit obligations and its funded or underfunded status, expected returns, and the Company’s portfolio guidelines and are monitored on a regular basis. The weighted-average asset allocations by asset category are as follows: Asset Category September 30, September 30, Cash and cash equivalents 13 % 1 % Blended funds 37 % 49 % Bond funds 50 % 50 % Total 100 % 100 % The fair value of the Company’s U.K. pension plan assets by asset category (see Note 17 for a discussion regarding fair value measurements) are as follows (in millions): September 30, Level One Level Two Level Three Asset category: Cash and cash equivalents (a) $ 5.8 $ 5.8 $ — $ — Blended funds (b) 15.6 — 15.6 — Bond funds (c) : Treasuries 21.3 — 21.3 — Total Pension Assets $ 42.7 $ 5.8 $ 36.9 $ — September 30, Level One Level Two Level Three Asset category: Cash and cash equivalents (a) $ 1.0 $ 1.0 $ — $ — Blended funds (b) 34.0 — 34.0 — Bond funds (c) : Treasuries 34.4 — 34.4 — Total Pension Assets $ 69.4 $ 1.0 $ 68.4 $ — (a) The fair value of cash and cash equivalents is its carrying value. (b) The Company is invested in a diversified growth fund. The diversified growth fund is valued at the last traded or official close for the underlying equities and bid or mid for the underlying fixed income securities depending on the portfolio benchmark. Where representative prices are unavailable, underlying fixed income investments are valued based on other observable market-based inputs. (c) This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. All of the Company’s bond fund pension assets are invested in U.K.-linked treasuries as of September 30, 2022 and 2021. As of September 30, 2022 and 2021, amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net losses of $2.7 million (including $3.4 million of accumulated loss less prior service cost of $0.7 million) and $5.5 million (including $6.4 million of accumulated loss less prior service cost of $0.9 million), respectively. During the fiscal year ended September 30, 2022, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net gains of $1.6 million, amortization of loss of $0.4 million, amortization of prior service cost of $(0.1) million and foreign exchange of $1.3 million. During the nine months ended September 30, 2021, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net gains of $3.0 million, amortization of loss of $0.9 million, amortization of prior service cost of $(0.1) million, the impact of a tax rate change of $(0.6) million and foreign exchange of $0.8 million. During the fiscal year ended December 31, 2020, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net losses of $(2.9) million, amortization of loss of $0.8 million, amortization of prior service cost of $(0.1) million and foreign exchange of $(0.3) million. The Company expects to recognize approximately $0.2 million ($0.3 million of amortization of loss less $0.1 million of prior service cost) of losses from accumulated other comprehensive loss as a component of net periodic pension cost in fiscal 2023. Total net periodic pension cost in fiscal 2023 is expected to be less than $0.1 million. The assumptions used in determining pension information for the U.K. pension plan were as follows: Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Discount rate 5.45 % 1.90 % 1.20 % Expected return on plan assets 5.05 % 3.10 % 3.10 % The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the fair value of targeted and expected portfolio composition. The Company considers historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. The Company determines its discount rate based on a forward yield curve for a portfolio of high-credit-quality bonds with expected cash flows and an average duration closely matching the expected benefit payments under the plan. The Company’s funding policy is to make the minimum annual contributions required by applicable regulations or agreements with the plan administrator. Management expects there will be no contributions during 2023. In addition, the Company may periodically make contributions to the plan based upon the underfunded status of the plan or other transactions, which warrant incremental contributions in the judgment of management. The U.K. pension plan includes a provision whereby supplemental benefits may be available to participants under certain circumstances after case review and approval by the plan trustees. Because instances of this type of benefit have historically been infrequent, the development of the projected benefit obligation and net periodic pension cost (benefit) has not provided for any future supplemental benefits. If additional benefits are approved by the trustees, it is likely that an additional contribution would be required and the amount of incremental benefits would be expensed by the Company. The Company expects to pay the following benefit payments (in millions): Years Ending September 30: Future Expected Benefit Payments 2023 $ 2.4 2024 2.5 2025 2.6 2026 2.6 2027 2.7 2028-2032 14.6 The following table sets forth pension obligations and plan assets for the Company’s U.K. pension plan (in millions): September 30, September 30, Change in benefit obligation: Benefit obligation at beginning of period $ 65.7 $ 73.3 Interest cost 1.2 0.6 Actuarial loss (18.9) (4.6) Benefits paid (2.7) (2.8) Currency fluctuation adjustment (8.6) (0.8) Benefit obligation at end of period 36.7 65.7 Change in plan assets: Fair value at beginning of period 69.4 72.1 Actual return (14.8) 1.0 Company contributions 0.4 — Currency fluctuation adjustment (9.6) (0.9) Benefits paid (2.7) (2.8) Fair value of plan assets at end of period 42.7 69.4 Overfunded status of the plan $ 6.0 $ 3.7 The Company’s U.K. pension plan was overfunded as of September 30, 2022 and September 30, 2021, and accordingly, $6.0 million and $3.7 million has been recorded as a noncurrent asset, respectively, in the Company’s Consolidated Balance Sheets. The accumulated benefit obligation for the U.K. pension plan was $36.7 million and $65.7 million as of September 30, 2022 and 2021, respectively. The plan assets were in excess of the accumulated benefit obligation as of September 30, 2022 and September 30, 2021. The vested benefit obligation is the actuarial present value of the vested benefits to which the employee is currently entitled but based on the employee’s expected date of retirement. Since all employees are vested, the accumulated benefit obligation and the vested benefit obligation are the same amount. The Company uses a straight-line methodology of amortization subject to a corridor based upon the higher of the fair value of assets and the pension benefit obligation over a five-year period. The components of net periodic pension cost (benefit) were as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Interest cost on projected benefit obligation $ 1.2 $ 0.6 $ 1.2 Prior service cost (0.1) (0.1) (0.1) Expected return on plan assets (2.0) (1.6) (1.9) Plan amendment — — 0.1 Net amortization 0.5 1.1 1.0 Net periodic pension (benefit) cost $ (0.4) $ — $ 0.3 Other Post-Employment Benefits The Company provides retirement medical, dental and life insurance benefits and post-employment vacation benefits to certain Canadian employees (collectively, the “Canadian Benefits”), which are considered other post-employment benefit obligations. The assumed discount rate used to determine the benefit obligation for the Canadian Benefits as of September 30, 2022 and September 30, 2021 was 5.10% and 3.00%, respectively. The ultimate trend rate used to determine the benefit obligation for the Canadian Benefits as of September 30, 2022 and September 30, 2021 was 4.00%. The year that the rate reaches the ultimate trend rate is 2040. The Company expects to pay the following payments for the Canadian Benefits (in millions): Years Ending September 30: Future Expected Benefit Payments 2023 $ 0.5 2024 0.6 2025 0.6 2026 0.5 2027 0.5 2028-2032 3.2 The following table sets forth the Company’s benefit obligation (in millions): September 30, September 30, Change in benefit obligation: Benefit obligation at beginning of period $ 11.3 $ 10.6 Service cost 0.3 0.4 Interest cost 0.3 0.6 Benefits paid (0.2) (0.4) Actuarial gain (2.0) — Currency fluctuation adjustment (0.8) 0.1 Benefit obligation at end of period $ 8.9 $ 11.3 The Company uses the Projected Unit Credit Method in determining its benefit obligation. Under this method, each participant’s benefits are attributed to years of service, taking into account the projection of benefit costs. The components of net periodic cost (benefit) are also shown above. Other The Company has defined contribution and pre-tax savings plans (the “Savings Plans”) for certain of its employees. Under each of the Savings Plans, participants are permitted to defer a portion of their compensation. Company matching contributions to the Savings Plans are based on a percentage of employee contributions. Additionally, certain of the Savings Plans have a profit-sharing feature for salaried and non-union hourly employees. The Company contribution to the profit-sharing feature is discretionary and based on the Company’s financial performance and other factors. Expense attributable to the Savings Plans was $9.7 million, $7.1 million and $12.5 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. The Savings Plans include a non-qualified plan for certain executive officers and other key employees who are limited in their ability to participate in qualified plans due to existing regulations. These employees are allowed to defer a portion of their compensation, upon which they will be entitled to receive Company contributions despite the limitations imposed by current U.S. regulations for qualified plans. The Company’s contributions to the Savings Plans include Company matching contributions based on a percentage of the employee’s deferred salary, discretionary profit sharing contributions and any investment income (loss) that would have been credited to their account had the contributions been made according to employee-designated investment specifications. Although not required to do so, the Company invests amounts equal to the salary deferrals, the corresponding Company matching contribution and discretionary profit sharing amounts according to the employee-designated investment specifications. As of September 30, 2022 and 2021, investments in marketable securities totaling $1.8 million and $2.1 million, respectively, were included in other noncurrent assets with a corresponding deferred |
LONG TERM DEBT
LONG TERM DEBT | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG TERM DEBT | LONG TERM DEBT Long-term debt consists of the following (in millions): September 30, September 30, 4.875% Senior Notes due July 2024 $ 250.0 $ 250.0 Term Loan due January 2025 16.9 80.8 Revolving Credit Facility due January 2025 151.5 88.4 6.75% Senior Notes due December 2027 500.0 500.0 AR Securitization Facility expires June 2025 37.5 26.8 955.9 946.0 Less unamortized debt issuance costs (8.3) (10.6) Total debt 947.6 935.4 Less current portion — — Long-term debt $ 947.6 $ 935.4 Credit Agreement In November 2019, the Company entered into an agreement to amend and restate its credit agreement (the “2019 Credit Agreement”), which matures in January 2025. The 2019 Credit Agreement provides for senior secured financing consisting of a $400 million term loan facility and a $300 million revolving credit facility. The term loan is repayable in quarterly installments of interest and principal which began in March 2020 with principal payments equal to 2.5% per year during the first two years and 5% per year during the final three years. The Company may elect for the credit facility to bear interest at either an alternate base rate or an adjusted eurocurrency bank deposit rate plus, in each case, an interest rate margin, based upon a defined consolidated leverage ratio. The outstanding term loan can be prepaid at any time without penalty. As of September 30, 2022, the weighted average interest rate was 5.7% on all borrowings outstanding under the 2019 Credit Agreement. The 2019 Credit Agreement, as amended, requires the Company to maintain certain financial ratios, including a minimum interest coverage ratio and a maximum total net leverage ratio. The total net leverage ratio (discussed further below) represents the ratio of (a) consolidated total net debt to (b) consolidated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Consolidated total net debt includes the aggregate principal amount of total debt, net of unrestricted cash not to exceed $50.0 million. Investors may refer to the 2019 Credit Agreement for additional details. Under the current revolving credit facility, up to $40 million may be drawn in Canadian dollars and $10 million may be drawn in British pounds sterling. Additionally, the revolving credit facility includes a sub-limit for short-term letters of credit in an amount not to exceed $50 million. The Company incurs participation fees related to its outstanding letters of credit and commitment fees on its available borrowing capacity. The rates vary depending on the Company’s leverage ratio. Bank fees are not material. In November 2022, the Company entered into the third amendment to the 2019 Credit Agreement, principally to affect a transition from the London Inter-Bank Offered Rate to the Secured Overnight Financing Rate pricing benchmark provisions. In June 2022, the Company entered into an amendment to the 2019 Credit Agreement, which eased the restrictions of certain covenants contained in the agreement. The amendment included increasing the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the 2019 Credit Agreement) to 5.5x as of the last day of any quarter through fiscal 2022, gradually stepping down to 4.5x for the fiscal quarter ended June 30, 2024. In connection with this amendment, the Company paid fees totaling $0.2 million which were capitalized as deferred financing costs. In April 2022, the Company utilized earnout proceeds from the 2021 sale of its South America specialty plant nutrition business and proceeds from the April 2022 sale of the South America chemicals business to repay approximately $60.6 million of its term loan balance. In July 2021, the Company utilized cash proceeds from the sale of a component of its North America micronutrient product business and its South America specialty plant nutrition business to repay amounts borrowed against its revolving credit facility of $35.0 million. The Company also utilized an additional $265.0 million of the proceeds to pay down its term loan balance as required by the Credit Agreement. In the first quarter of 2021, the Company made a $41.7 million required prepayment of its term loan for 2020 Excess Cash Flow (as such term is defined in the 2019 Credit Agreement). This prepaymen t, along with the prepayment made in the third quarter of 2021 described above, will reduce the future required term loan payments. As such, the Company will not have a scheduled term loan payment until January 2025 . As of September 30, 2022, there was $151.5 million outstanding under the revolving credit facility and, after deducting outstanding letters of credit totaling $13.6 million, the Company’s borrowing availability was $134.9 million. The Company’s 2019 Credit Agreement borrowings are secured by substantially all existing and future U.S. assets of the Company, the Goderich mine in Ontario, Canada, and capital stock of certain subsidiaries. As of September 30, 2022, the Company was in compliance with each of its covenants under the 2019 Credit Agreement. Senior Notes In November 2019, the Company also issued $500 million 6.75% Senior Notes due December 2027 (the “6.75% Notes”), which are subordinate to the 2019 Credit Agreement borrowings. The 6.75% Notes are unsecured obligations and are guaranteed by certain of the Company’s domestic subsidiaries. Interest on the 6.75% Notes is due semi-annually in June and December. The 6.75% Notes are subordinated to all existing and future indebtedness. In connection with the 6.75% Notes, the Company paid $8.2 million of fees, all of which were capitalized as deferred financing costs. The 4.875% Senior Notes due July 2024 (the “4.875% Notes”) are subordinate to the 2019 Credit Agreement borrowings. Interest on the 4.875% Notes is due annually in January and July. The 2019 Credit Agreement and the agreements governing the 4.875% Notes and the 6.75% Notes and other indebtedness contain covenants that limit the Company’s ability, among other things, to incur additional indebtedness or contingent obligations or grant liens; pay dividends or make distributions to stockholders; repurchase or redeem the Company’s stock; make investments or dispose of assets; prepay, or amend the terms of certain junior indebtedness; engage in sale and leaseback transactions; make changes to the Company’s organizational documents or fiscal periods; grant liens on the Company’s assets or make certain intercompany dividends, investments or asset transfers; enter into new lines of business; enter into transactions with the Company’s stockholders and affiliates; and acquire the assets of or merge or consolidate with other companies. Securitization On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. On June 27, 2022, certain of the Company’s U.S. subsidiaries entered into an amendment to the AR Facility, extending the facility to June 2025. In connection with this amendment, the Company paid fees totaling $0.2 million which were capitalized as deferred financing costs. In connection with the AR Facility, two of the Company’s U.S. subsidiaries, from time to time, sell and contribute receivables and certain related assets to a special purposes entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE finances its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company services the receivables on behalf of t he SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility. The purchase price for the sale of receivables consists of cash available to the SPE from loans under the AR Facility and from collections on previously sold receivables and, to the extent the SPE does not have funds available to pay the purchase price due on any day in cash, through an increase in the principal amount of a subordinated intercompany loan. The SPE pays monthly interest and fees with respect to amounts advanced by the lenders under the AR Facility. The SPE’s sole business consists of the purchase or acceptance through capital contributions of the receivables and the subsequent granting of a security interest in these receivables and related rights to PNC on behalf of the lenders under the AR Facility. The SPE is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPE’s assets prior to any assets or value in the SPE becoming available to the Company and the assets of the SPE are not available to pay creditors of the Company or any of its affiliates other than the SPE. The Company accounts for the securitization as a borrowing and the related receivables are included in the accounts receivable balance. Future maturities of long-term debt are as follows (in millions): Fiscal Years Ending September 30: Debt Maturity 2023 $ — 2024 250.0 2025 205.9 2026 — 2027 — Thereafter 500.0 Total $ 955.9 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingent Obligations: As previously disclosed, the Company was the subject of an investigation by the Division of Enforcement of the SEC regarding the Company’s disclosures primarily concerning the operation of the Goderich mine, the former South American businesses, and related accounting and internal control matters including Salt interim inventory valuation methodology issues that were disclosed in the Company’s Form 10-K/A for the year ended December 31, 2020, and Form 10-Q/A for the quarter ended March 31, 2021, each filed with the SEC on September 3, 2021. On September 23, 2022, the Company reached a settlement with the SEC, concluding and resolving the SEC investigation in its entirety. Under the terms of the settlement, the Company, without admitting or denying the findings in the administrative order issued by the SEC, agreed to pay a civil penalty of $12 million and to cease and desist from violations of specified provisions of the federal securities laws and rules promulgated thereunder, and to retain an independent compliance consultant for a period of approximately one year to review certain accounting practices and procedures. As set forth in the administrative order, the $12 million civil penalty is to be paid in installments: $2 million, which was paid on September 29, 2022, and $10 million to be paid no later than September 30, 2023. The Company previously recorded an accrual for the full amount of the penalty in the third quarter of fiscal 2022, which was reflected in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets. The Company is also involved in legal and administrative proceedings and claims of various types from the ordinary course of the Company’s business. Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes that the outcome of legal proceeding and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position, except as otherwise described in Note 10 and this Note 13. Nearly 50% of the Company’s workforce is represented by collective bargaining agreements. Of the Company’s 12 collective bargaining agreements in effect on September 30, 2022, six will expire in fiscal 2023, one will expire in fiscal 2024, three will expire in fiscal 2025 (including for our Cote Blanche mine), and one will expire in each of fiscal 2026 (for our Goderich mine) and 2027. Commitments: Royalties: The Company has various private, state and Canadian provincial leases associated with the salt and SOP businesses, most of which are renewable by the Company. Many of these leases provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of revenue. Royalty expense related to these leases was $20.0 million, $13.6 million and $16.3 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. Performance Bonds: The Company has various salt and other deicing product sales contracts that include performance provisions governing delivery and product quality. These sales contracts either require the Company to maintain performance bonds for stipulated amounts or contain contractual penalty provisions in the event of non-performance. For the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company has had no material penalties related to these sales contracts. At September 30, 2022, the Company had $195.0 million of outstanding performance bonds, which includes bonds related to Ontario mining tax reassessments. Purchase Commitments: In connection with the operations of the Company’s facilities, the Company purchases utilities, other raw materials and services from third parties under contracts extending, in some cases, for multiple years. Purchases under these contracts are generally based on prevailing market prices. The Company has minimum throughput contracts with |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | OPERATING SEGMENTS The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. In connection with the executed business disposals discussed in Note 1 and Note 3 , the Company identified two reportable segments as of March 31, 2021. The Specialty Businesses that comprised the Company’s former Plant Nutrition South America reportable segment and the North America micronutrient product business previously reported within the former Plant Nutrition North America reportable segment were classified as discontinued operations for all periods presented in its Consolidated Financial Statements in this Annual Report on Form 10-K. As part of the Company’s strategic shift, the Company renamed the former Plant Nutrition North America segment as the Plant Nutrition segment as of March 31, 2021. For all periods presented in this report, the Company has two reportable segments in its Consolidated Financial Statements: Salt and Plant Nutrition. The Salt segment produces and markets salt, consisting primarily of sodium chloride and magnesium chloride, for use in road deicing for winter roadway safety and for dust control, food processing, water softeners and other consumer, agricultural and industrial applications. The Plant Nutrition segment produces and markets various grades of SOP. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment sales prices are market-based. The Company evaluates performance based on the operating earnings of the respective segments. Segment information is as follows (in millions): Fiscal Year Ended September 30, 2022 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 1,010.3 $ 222.3 $ 11.5 $ 1,244.1 Intersegment sales — 6.4 (6.4) — Shipping and handling cost 353.3 26.2 — 379.5 Operating earnings (loss) (b) 116.2 37.1 (110.4) 42.9 Depreciation, depletion and amortization 67.0 35.6 11.1 113.7 Total assets 1,020.6 475.1 147.8 1,643.5 Capital expenditures 63.7 25.7 5.7 95.1 Nine Months Ended September 30, 2021 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 671.1 $ 156.8 $ 8.7 $ 836.6 Intersegment sales — 4.5 (4.5) — Shipping and handling cost 198.8 21.3 — 220.1 Operating earnings (loss) (b) 133.2 5.8 (60.0) 79.0 Depreciation, depletion and amortization 53.3 26.8 9.7 89.8 Total assets 1,040.2 458.9 121.9 1,621.0 Capital expenditures 42.0 18.3 5.4 65.7 Fiscal Year Ended December 31, 2020 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 779.4 $ 215.4 $ 10.1 $ 1,004.9 Intersegment sales — 5.4 (5.4) — Shipping and handling cost 217.8 32.5 — 250.3 Operating earnings (loss) 161.0 15.3 (73.3) 103.0 Depreciation, depletion and amortization 66.6 37.7 13.5 117.8 Total assets 1,020.8 496.5 133.6 1,650.9 Capital expenditures 56.8 12.5 6.0 75.3 Disaggregated revenue by product type is as follows (in millions): Fiscal Year Ended September 30, 2022 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 640.2 $ — $ — $ 640.2 Consumer & Industrial Salt 370.1 — — 370.1 SOP — 228.7 — 228.7 Eliminations & Other — (6.4) 11.5 5.1 Sales to external customers $ 1,010.3 $ 222.3 $ 11.5 $ 1,244.1 Nine Months Ended September 30, 2021 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 440.2 $ — $ — $ 440.2 Consumer & Industrial Salt 230.9 — — 230.9 SOP — 161.3 — 161.3 Eliminations & Other — (4.5) 8.7 4.2 Sales to external customers $ 671.1 $ 156.8 $ 8.7 $ 836.6 Fiscal Year Ended December 31, 2020 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 473.8 $ — $ — $ 473.8 Consumer & Industrial Salt 305.6 — — 305.6 SOP — 220.8 — 220.8 Eliminations & Other — (5.4) 10.1 4.7 Sales to external customers $ 779.4 $ 215.4 $ 10.1 $ 1,004.9 (a) Corporate and Other includes corporate entities, records management operations, equity method investments, lithium development costs and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions. (b) Corporate operating results for the fiscal year ended September 30, 2022 include executive transition costs of $3.8 million and net costs related to the SEC settlement of $17.1 million. Corporate operating results for the nine months ended September 30, 2021 also include costs related to the recently completed SEC investigation of $3.4 million. Refer to Note 13 for more information regarding the SEC investigation and settlement. Financial information relating to the Company’s operations by geographic area is as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended Sales September 30, September 30, December 31, United States (a) $ 894.9 $ 634.3 $ 747.8 Canada 278.0 141.3 207.2 United Kingdom 57.7 57.5 41.6 Other 13.5 3.5 8.3 Total sales $ 1,244.1 $ 836.6 $ 1,004.9 (a) United States sales exclude product sold to foreign customers at U.S. ports. Financial information relating to the Company’s long-lived assets, excluding the investments related to the nonqualified retirement plan and pension plan assets, by geographic area (in millions): Long-Lived Assets September 30, September 30, December 31, United States $ 612.0 $ 570.7 $ 524.9 Canada 394.8 441.9 493.9 United Kingdom 58.1 70.9 73.9 Other 8.8 10.3 6.5 Total long-lived assets $ 1,073.7 $ 1,093.8 $ 1,099.2 |
STOCKHOLDERS' EQUITY AND EQUITY
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS | STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS The Company paid dividends of $0.60 per share in fiscal 2022 and currently intends to continue paying quarterly cash dividends, and its Board of Directors declared a quarterly dividend of $0.15 per share payable December 20, 2022. See Note 21 for more information. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors and will depend upon many factors, including the Company’s financial condition, earnings, legal requirements, capital allocation strategy, restrictions in its debt agreements (see Note 12 ) and other factors the Company’s Board of Directors deems relevant. Non-Employee Director Compensation Non-employee directors may defer all or a portion of the fees payable for their service into deferred stock units, equivalent to the value of the Company’s common stock. Beginning in May 2020, the annual fees related to the director’s equity compensation were granted in deferred stock units or restricted stock units and vest at the next annual meeting. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the director’s annual election. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, members of the Board of Directors were credited with 12,643, 15,136 and 42,313 deferred stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the directors were granted 11,933, 4,917 and 3,750 restricted stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, 41,225, 19,828 and 8,525 shares of common stock, respectively, were issued from treasury shares for director compensation. Preferred stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, of which no shares are currently issued or outstanding. Of those, 200,000 shares of preferred stock were designated as series A junior participating preferred stock in connection with the Company’s now expired rights agreement. Equity Compensation Awards In 2005, the Company adopted the 2005 Incentive Award Plan (as amended, the “2005 Plan”), which authorized the issuance of 3,240,000 shares of Company common stock. In May 2015, the Company’s stockholders approved the 2015 Incentive Award Plan (as amended, the “2015 Plan”), which authorizes the issuance of 3,000,000 shares of Company common stock. Upon the approval of the 2015 Plan, the Company ceased issuing equity awards under the 2005 Plan. In May 2020, the Company’s stockholders approved the 2020 Incentive Award Plan (the “2020 Plan”), which authorizes the issuance of 2,977,933 shares of Company common stock. Since the date the 2020 Plan was approved, the Company ceased issuing equity awards under the 2015 Plan. In February 2022, the Company’s stockholders approved an amendment to the 2020 Plan, authorizing an additional 750,000 shares of Common stock. The 2005 Plan, 2015 Plan and 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including shares of common stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units. Options Substantially all of the stock options granted under each of the plans vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years. Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The exercise price of options is equal to the closing stock price on the day of grant. To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The weighted average assumptions and fair values for options granted is included in the following table. Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Fair value of options granted $ 16.84 $ 13.46 $ 10.91 Expected term (years) 4.8 4.8 4.8 Expected volatility 37.9 % 36.1 % 29.3 % Dividend yield 3.9 % 3.7 % 3.5 % Risk-free interest rates 1.1 % 0.4 % 1.6 % RSUs Most of the RSUs granted under the 2015 Plan and 2020 Plan vest after one PSUs Substantially all of the PSUs outstanding under the 2015 Plan and 2020 Plan are either total stockholder return PSUs (the “TSR PSUs”) or adjusted earnings before interest, taxes, depreciation and amortization growth PSUs (“EBITDA Growth PSUs”). The actual number of shares of the Company’s common stock that may be earned with respect to TSR PSUs is calculated by comparing the Company’s total stockholder return to the total stockholder return for each company comprising the Company’s peer group or a total return percentage target over a two To estimate the fair value of the TSR PSUs on the grant date for accounting purposes, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the Company’s peer group. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The Company’s closing stock price on the grant date was used to estimate the fair value of the EBITDA Growth PSUs. The Company will adjust the expense of the EBITDA Growth PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period. The following is a summary of the Company’s stock option, RSU and PSU activity and related information for the following periods: Stock Options RSUs PSUs Number Weighted-average exercise price Number Weighted-average fair value Number Weighted-average fair value Outstanding at December 31, 2019 887,867 $ 64.21 217,413 $ 52.07 179,397 $ 61.43 Granted 94,945 58.91 95,276 58.24 107,072 74.73 Exercised (a) (4,454) 57.02 — — — — Released from restriction (a) — — (76,570) 50.03 (11,575) 78.87 Cancelled/Expired (109,586) 69.00 (28,137) 51.85 (33,100) 68.18 Outstanding at December 31, 2020 868,772 $ 63.06 207,982 $ 55.68 241,794 $ 65.57 Granted 120,602 63.14 95,287 63.52 96,002 63.14 Exercised (a) (23,731) 59.81 — — — — Released from restriction (a) — — (51,772) 53.37 (16,496) 69.71 Cancelled/Expired (136,937) 72.79 (27,998) 60.13 (41,393) 62.77 Outstanding at September 30, 2021 828,706 $ 61.56 223,499 $ 59.00 279,907 $ 64.90 Granted 73,290 73.77 103,363 66.36 178,052 73.86 Exercised (a) (3,861) 67.76 — — — — Released from restriction (a) — — (85,849) 56.88 (28,666) 55.98 Cancelled/Expired (123,555) 74.15 (32,278) 62.23 (97,934) 61.44 Outstanding at September 30, 2022 774,580 $ 60.68 208,735 $ 63.02 331,359 $ 71.51 (a) Common stock issued for exercised options, vested RSUs and vested and earned PSUs were issued from treasury shares. As of September 30, 2021, there were 828,706 options outstanding of which 551,682 were exercisable. The following table summarizes information about options outstanding and exercisable at September 30, 2022. Options Outstanding Options Exercisable Range of exercise prices Options outstanding Weighted-average remaining contractual life (years) Weighted-average exercise price of options outstanding Options exercisable Weighted-average remaining contractual life (years) Weighted-average exercise price of exercisable options $53.75 - $54.10 252,245 3.6 $ 53.75 252,245 3.6 $ 53.75 $54.11 - $59.21 109,863 3.9 57.03 67,454 3.7 56.72 $59.22 - $61.32 120,426 2.5 59.50 120,426 2.5 59.50 $61.33 - $68.53 165,515 3.3 65.55 106,202 2.2 66.89 $68.54 - $74.49 126,531 3.2 72.39 66,547 0.6 70.53 Totals 774,580 3.3 $ 60.68 612,874 2.8 $ 59.31 During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company recorded compensation expense, inclusive of discontinued operations, of $17.2 million (includes $1.5 million paid in cash), $8.7 million (includes $1.0 million paid in cash) and $9.9 million (includes $0.5 million paid in cash), respectively, related to its stock-based compensation awards that are expected to vest. No amounts have been capitalized. The fair value of options vested was $1.6 million, $1.6 million and $1.4 million in the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. As of September 30, 2022, unrecorded compensation cost related to non-vested awards of $11.9 million is expected to be recognized through 2025, with a weighted average period of 1.9 years. The intrinsic value of stock options exercised relating to the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 each totaled less than $0.1 million. As of September 30, 2022, there was no intrinsic value of options outstanding; 612,874 options were exercisable with no intrinsic value. The number of shares held in treasury is sufficient to cover all outstanding equity awards as of September 30, 2022. Accumulated Other Comprehensive Loss The Company’s comprehensive loss is comprised of net (loss) earnings, net amortization of the change in the unrealized gain (loss) of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized (loss) gain on natural gas and foreign currency cash flow hedges, and CTA. The components of and changes in AOCL are as follows (in millions): Fiscal Year Ended September 30, 2022 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Other Post-Employment Benefits Foreign Currency Total Beginning balance $ 3.1 $ (5.4) $ — $ (108.2) $ (110.5) Other comprehensive (loss) income before reclassifications (b) (0.8) 2.4 1.4 (53.6) (50.6) Amounts reclassified from AOCL (3.9) 0.3 (0.1) 49.5 45.8 Net current period other comprehensive (loss) income (4.7) 2.7 1.3 (4.1) (4.8) Ending balance $ (1.6) $ (2.7) $ 1.3 $ (112.3) $ (115.3) Nine Months Ended September 30, 2021 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Foreign Currency Total Beginning balance $ 0.2 $ (9.4) $ (294.6) $ (303.8) Other comprehensive income before reclassifications (b) 5.4 3.1 44.4 52.9 Amounts reclassified from AOCL (2.5) 0.9 142.0 140.4 Net current period other comprehensive income 2.9 4.0 186.4 193.3 Ending balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the table are reflected net of applicable income taxes. (b) The Company recorded foreign exchange gain (loss) of $6.7 million and $(17.7) million in the fiscal year ended September 30, 2022 and the nine months ended September 30, 2021, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. Amount Reclassified from AOCL Line Item Impacted in the Consolidated Statement of Operations Fiscal Year Ended Nine Months Ended September 30, September 30, Gains (losses) on cash flow hedges: Natural gas instruments $ (5.3) $ (1.1) Product cost Foreign currency contracts — (2.5) Interest expense Income tax expense 1.4 1.1 Reclassifications, net of income taxes (3.9) (2.5) Amortization of defined benefit pension: Amortization of loss $ 0.4 $ 1.0 Product cost Income tax benefit (0.1) (0.1) Reclassifications, net of income taxes 0.3 0.9 Amortization of other post-employment benefits Amortization of loss $ (0.1) $ — Product cost Income tax benefit — — Reclassifications, net of income taxes (0.1) — Reclassifications, CTA due to sale of foreign entity 49.5 142.0 Total reclassifications, net of income taxes $ 45.8 $ 140.4 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. The Company manages a portion of its commodity pricing and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into foreign exchange contracts to mitigate foreign exchange risk. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company has entered into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in its Consolidated Balance Sheets. The assets and liabilities recorded as of September 30, 2022 and 2021 were not material. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Depending on the exposure being hedged, the Company must designate the hedging instrument as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. For the qualifying derivative instruments that have been designated as hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Consolidated Statements of Operations. Any ineffectiveness related to these hedges was not material for any of the periods presented. For derivative instruments that have not been designated as hedges, the entire change in fair value is recorded through earnings in the period of change. Natural Gas Derivative Instruments Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. The Company seeks to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90% of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of September 30, 2022, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through September 2024. As of September 30, 2022 and 2021, the Company had agreements in place to hedge forecasted natural gas purchases of 3.8 million and 2.1 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of September 30, 2022 and 2021, qualified and were designated as cash flow hedges. As of September 30, 2022, the Company expects to reclassify from AOCL to earnings during the next twelve months $0.6 million of net losses on derivative instruments related to its natural gas hedges. Refer to Note 17 for the estimated fair value of the Company’s natural gas derivative instruments as of September 30, 2022 and 2021. Foreign Currency Instrument In April 2021, the Company entered into a non-deliverable foreign currency forward selling R$500.0 million Brazilian reais to buy U.S. dollars. The forward matured on July 1, 2021, which coincided with the closing of the sale of the South America specialty plant nutrition business. Foreign Currency Swaps not Designated as Hedges In March 2020, the Company entered into forward instruments to swap currency denominated in U.S. dollars to Canadian dollars for a future intercompany payment from a U.S. subsidiary to a Canadian subsidiary. These instruments matured in April 2020 with combined notional amounts of $89.9 million. The objective of the instruments was to mitigate the foreign currency fluctuation risk related to intercompany payments denominated in a currency other than U.S. dollars, the Company’s functional currency. The instrument was not desi gnated as a hedge. When these agreements settled in April 2020, the Company recognized a foreign exchange loss of $3.1 million in its Consolidated Statements of Operations. The following tables present the fair value of the Company’s derivatives (in millions): Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments: Consolidated Balance Sheet Location September 30, 2022 Consolidated Balance Sheet Location September 30, 2022 Commodity contracts Other current assets $ 2.7 Accrued expenses and other current liabilities $ 3.3 Commodity contracts Other assets 0.2 Other noncurrent liabilities 0.7 Total derivatives designated as hedging instruments (a) $ 2.9 $ 4.0 (a) The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $2.9 million of its commodity contracts that are in receivable positions against its contracts in payable positions. Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments: Consolidated Balance Sheet Location September 30, 2021 Consolidated Balance Sheet Location September 30, 2021 Commodity contracts Other current assets $ 4.0 Accrued expenses and other current liabilities $ 0.3 Commodity contracts Other assets 0.5 Other noncurrent liabilities — Total derivatives designated as hedging instruments (a) $ 4.5 $ 0.3 (a) The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.3 million of its commodity contracts that are in payable positions against its contracts in receivable positions. The following tables present activity related to other comprehensive loss before taxes (in millions): Fiscal Year Ended September 30, 2022 Derivatives in Cash Flow Hedging Relationships Location of Change Reclassified from Accumulated OCI Into Income (Effective Portion) Amount Recognized in OCI on Derivative (Effective Portion) Amount Reclassified from Accumulated OCI Into Income (Effective Portion) Commodity contracts Product cost $ 0.1 $ 5.3 Total $ 0.1 $ 5.3 Nine Months Ended September 30, 2021 Derivatives in Cash Flow Hedging Relationships Location of Change Reclassified from Accumulated OCI Into Income Effective Portion) Amount Recognized in OCI on Derivative (Effective Portion) Amount Reclassified from Accumulated OCI Into Income (Effective Portion) Commodity contracts Product cost $ (5.1) $ 1.1 Total $ (5.1) $ 1.1 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial instruments are measured and reported at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (Level 1 inputs), or absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). Except as described below, the Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs). The Company holds marketable securities associated with its Savings Plans, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices and foreign exchange rates (see Note 16 ). The fair value of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts. The estimated fair values for each type of instrument are presented below (in millions). September 30, 2022 Level One Level Two Level Three Asset Class: Mutual fund investments in a non-qualified savings plan (a) $ 1.8 $ 1.8 $ — $ — Total Assets $ 1.8 $ 1.8 $ — $ — Liability Class: Derivatives – natural gas instruments, net $ (1.1) $ — $ (1.1) $ — Liabilities related to non-qualified savings plan (1.8) (1.8) — — Total Liabilities $ (2.9) $ (1.8) $ (1.1) $ — (a) Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 5% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 35% in blended funds. September 30, 2021 Level One Level Two Level Three Asset Class: Mutual fund investments in a non-qualified savings plan (a) $ 2.1 $ 2.1 $ — $ — Derivatives – natural gas instruments, net 4.2 — 4.2 — Total Assets $ 6.3 $ 2.1 $ 4.2 $ — Liability Class: Liabilities related to non-qualified savings plan $ (2.1) $ (2.1) $ — $ — Total Liabilities $ (2.1) $ (2.1) $ — $ — (a) Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 10% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 30% in blended funds. Cash and cash equivalents, receivables (net of reserve for doubtful accounts) and accounts payable are carried at cost, which approximates fair value due to their liquid and short-term nature. The Company’s investments related to its nonqualified retirement plan of $1.8 million and $2.1 million as of September 30, 2022 and 2021, respectively, are stated at fair value based on quoted market prices. As of September 30, 2022 and 2021, the estimated fair value of the Company’s fixed-rate 4.875% Notes, based on available trading information (Level 2), totaled $235.9 million and $260.0 million, respectively, compared with the aggregate principal amount at maturity of $250.0 million. As of September 30, 2022 and 2021, the estimated fair value of the Company’s fixed-rate 6.75% Notes, based on available trading information (Level 2), totaled $468.9 million and $532.9 million, respectively, compared with the aggregate principal amount at maturity of $500.0 million. The fair value at September 30, 2022 and 2021 of amounts outstanding under the Company’s term loans and revolving credit facility, based upon available bid information received from the Company’s lender (Level 2), totaled approximately $158.5 million and $166.6 million, respectively, compared with the aggregate principal amount at maturity of $168.4 million and $169.2 million, respectively. Management performed an analysis for its South America chemicals business as of September 30, 2021, which resulted in the recognition of a loss related to an adjustment to fair value less estimated costs to sell the business. The fair value measurements used in this analysis were a combination of Level 2 and Level 3 inputs. Refer to Note 3 for a discussion of fair value as it relates to the Company’s South America chemicals business, which was sold in fiscal 2022. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per share data): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Numerator: Net (loss) earnings from continuing operations $ (37.3) $ 20.9 $ 42.6 Less: Net earnings allocated to participating securities (a) (0.3) (0.9) (1.1) Net (loss) earnings from continuing operations available to common stockholders (37.6) 20.0 41.5 Net earnings (loss) from discontinued operations available to common stockholders 12.2 (234.2) 20.5 Net (loss) earnings available to common stockholders $ (25.4) $ (214.2) $ 62.0 Denominator (in thousands): Weighted average common shares outstanding, shares for basic earnings per share (b) 34,120 34,013 33,928 Weighted average equity awards outstanding — 50 — Shares for diluted earnings per share 34,120 34,063 33,928 Basic net (loss) earnings from continuing operations per common share $ (1.10) $ 0.59 $ 1.22 Basic net earnings (loss) from discontinued operations per common share 0.36 (6.89) 0.60 Basic net (loss) earnings per common share $ (0.74) $ (6.30) $ 1.83 Diluted net (loss) earnings from continuing operations per common share $ (1.10) $ 0.58 $ 1.22 Diluted net earnings (loss) from discontinued operations per common share 0.36 (6.89) 0.60 Diluted net (loss) earnings per common share $ (0.74) $ (6.30) $ 1.82 (a) Participating securities include PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 407,000, 426,000 and 397,000 for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. (b) For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method to determine the weighted average number of outstanding common shares. In addition, the Company had 1,106,000, 1,062,000 and 1,188,000 weighted options outstanding for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, which were anti-dilutive and therefore not included in the diluted earnings per share calculation. |
TRANSITION PERIOD COMPARATIVE D
TRANSITION PERIOD COMPARATIVE DATA | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
TRANSITION PERIOD COMPARATIVE DATA | TRANSITION PERIOD COMPARATIVE DATA As discussed in Note 1 , this Annual Report on Form 10-K includes financial information for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020. The Consolidated Statements of Operations and Cash Flows for the twelve months ended September 30, 2022 and 2021 and nine months ended September 30, 2021 and 2020, are summarized below. All data for the twelve months ended September 30, 2021 and the nine months ended September 30, 2020, are derived from the Company’s previously reported consolidated financial statements. Twelve Months Ended Nine Months Ended (in millions, except per share amounts) September 30, September 30, September 30, September 30, (Unaudited) (Unaudited) Sales $ 1,244.1 $ 1,145.8 $ 836.6 $ 695.7 Shipping and handling cost 379.5 295.8 220.1 174.6 Product cost 667.8 619.8 444.8 359.8 Gross profit 196.8 230.2 171.7 161.3 Selling, general and administrative expenses 153.9 123.1 92.7 86.4 Operating earnings 42.9 107.1 79.0 74.9 Other expense (income): Interest expense 55.2 59.8 44.3 47.2 (Gain) loss on foreign exchange (14.9) 5.6 (0.6) (10.8) Net loss in equity investees 5.2 0.5 0.5 — Other (income) expense, net (0.3) (0.2) (0.3) 0.3 (Loss) earnings before income taxes from continuing operations (2.3) 41.4 35.1 38.2 Income tax expense for continuing operations 35.0 5.8 14.2 10.3 Net (loss) earnings from continuing operations (37.3) 35.6 20.9 27.9 Net earnings (loss) from discontinued operations 12.2 (220.8) (234.2) 7.1 Net (loss) earnings $ (25.1) $ (185.2) $ (213.3) $ 35.0 Basic net (loss) earnings from continuing operations per common share $ (1.10) $ 1.01 $ 0.59 $ 0.80 Basic net earnings (loss) from discontinued operations per common share 0.36 (6.49) (6.89) 0.21 Basic net (loss) earnings per common share $ (0.74) $ (5.48) $ (6.30) $ 1.01 Diluted net (loss) earnings from continuing operations per common share $ (1.10) $ 1.00 $ 0.58 $ 0.79 Diluted net earnings (loss) from discontinued operations per common share 0.36 (6.49) (6.89) 0.21 Diluted net (loss) earnings per common share $ (0.74) $ (5.48) $ (6.30) $ 1.00 Weighted-average common shares outstanding (in thousands): Basic 34,120 33,999 34,013 33,918 Diluted 34,120 34,042 34,063 33,918 Twelve Months Ended Nine Months Ended (in millions) September 30, September 30, September 30, September 30, (Unaudited) (Unaudited) Cash flows from operating activities: Net (loss) earnings $ (25.1) $ (185.2) $ (213.3) $ 35.0 Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities: Depreciation, depletion and amortization 113.7 128.9 94.6 103.6 Amortization of deferred financing costs 2.9 3.2 2.4 2.4 Refinancing of long-term debt — — — 0.1 Stock-based compensation 15.7 9.9 7.7 7.2 Deferred income taxes 19.9 (29.0) (29.5) 4.7 Unrealized foreign exchange gain (29.1) (12.3) (17.9) (8.4) Loss on impairment of long-lived assets 23.1 300.0 300.0 — Net loss (gain) in equity investees 5.2 (1.6) (0.6) (0.4) Loss (gain) on disposition of assets 3.7 (26.3) (27.3) — Other, net (0.1) — (0.1) 5.7 Changes in operating assets and liabilities, net of sale of businesses: Receivables (55.0) (17.4) 74.1 111.0 Inventories 6.3 (21.7) (52.3) (107.6) Other assets (14.2) (3.1) (14.7) 11.0 Accounts payable and accrued expenses and other current liabilities 55.1 23.7 49.2 21.8 Other liabilities (1.6) (19.7) (9.6) 2.4 Net cash provided by operating activities 120.5 149.4 162.7 188.5 Cash flows from investing activities: Capital expenditures (96.7) (93.8) (71.8) (62.9) Proceeds from sale of businesses 61.2 348.6 348.6 — Investments in equity method investees (46.3) (5.0) (4.2) (1.3) Other, net 1.8 3.4 3.6 (1.0) Net cash (used in) provided by investing activities (80.0) 253.2 276.2 (65.2) Cash flows from financing activities: Proceeds from revolving credit facility borrowings 466.2 505.1 349.4 144.3 Principal payments on revolving credit facility borrowings (403.1) (516.9) (391.3) (204.1) Proceeds from issuance of long-term debt 55.9 120.6 70.9 66.1 Principal payments on long-term debt (109.1) (427.3) (394.8) (46.7) Dividends paid (20.8) (98.0) (73.1) (74.2) Deferred financing costs (0.4) (0.1) (0.1) (1.1) Proceeds from stock option exercised 0.3 1.6 1.4 — Shares withheld to satisfy employee tax obligations (2.0) (1.3) (1.2) (1.2) Other, net (1.3) (1.2) (0.8) (1.4) Net cash used in financing activities (14.3) (417.5) (439.6) (118.3) Effect of exchange rate changes on cash and cash equivalents (1.1) 1.8 0.7 (5.6) Net change in cash and cash equivalents 25.1 (13.1) — (0.6) Cash and cash equivalents, beginning of the year 21.0 34.1 21.0 34.7 Cash and cash equivalents, end of period 46.1 21.0 21.0 34.1 Less: cash and cash equivalents included in current assets held for sale — (2.9) (2.9) (25.3) Cash and cash equivalents of continuing operations, end of period $ 46.1 $ 18.1 $ 18.1 $ 8.8 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 52.9 $ 60.4 $ 38.6 $ 43.3 Income taxes paid, net of refunds $ 17.3 $ 50.0 $ 41.8 $ (18.5) |
QUARTERLY RESULTS
QUARTERLY RESULTS | 12 Months Ended |
Sep. 30, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS | QUARTERLY RESULTS In the first quarter of fiscal 2021, the Company concluded that certain of its assets met the criteria for classification as held for sale and discontinued operations. See Note 1 to the Consolidated Financial Statements for more information. The continuing operations information below reflects the Company’s operations excluding its South America chemicals and specialty plant nutrition businesses, investment in Fermavi and North America micronutrient product business, which have been included as discontinued operations for the periods presented. Quarter First Second Third Nine Months Ended September 30, 2021 Sales $ 425.5 $ 199.4 $ 211.7 Gross profit 108.4 30.2 33.1 Net earnings (loss) from continuing operations (a) 41.9 (16.4) (4.6) Net earnings (loss) from continuing operations per share, basic (a) 1.22 (0.49) (0.14) Net earnings (loss) from continuing operations per share, diluted (a) 1.21 (0.49) (0.14) Net (loss) earnings (a) (214.4) 57.1 (56.0) Net (loss) earnings per share, basic (a) (6.32) 1.64 (1.65) Net (loss) earnings per share, diluted (a) (6.32) 1.63 (1.65) Basic weighted-average shares outstanding (in thousands) 33,974 34,020 34,043 Diluted weighted-average shares outstanding (in thousands) 34,012 34,078 34,099 Quarter First Second Third Fourth Fiscal Year Ended December 31, 2020 Sales $ 345.9 $ 175.2 $ 174.6 $ 309.2 Gross profit 84.1 39.6 37.6 58.5 Net earnings (loss) from continuing operations (b) 40.0 (7.2) (4.9) 14.7 Net earnings (loss) from continuing operations per share, basic (b) 1.17 (0.22) (0.15) 0.42 Net earnings (loss) from continuing operations per share, diluted (b) 1.16 (0.22) (0.15) 0.42 Net earnings (loss) (b) 34.0 (3.3) 4.3 28.1 Net earnings (loss) per share, basic (b) 0.99 (0.11) 0.12 0.82 Net earnings (loss) per share, diluted (b) 0.99 (0.11) 0.11 0.81 Basic weighted-average shares outstanding (in thousands) 33,892 33,915 33,947 33,958 Diluted weighted-average shares outstanding (in thousands) 33,892 33,915 33,947 33,977 (a) The Company incurred costs related to the ongoing SEC investigation of $2.8 million and $0.3 million in the first and second quarters of fiscal 2021. (b) In the fourth quarter of fiscal 2020, the Company released a domestic tax reserve of $11.0 million and incurred costs related to the ongoing SEC investigation of $1.6 million. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT Koch Equity Investment On September 14, 2022, the Company entered into a Stock Purchase Agreement with Koch Minerals & Trading, LLC (“KM&T”), a subsidiary of Koch Industries, Inc. (“KII”), pursuant to which the Company agreed to issue and sell 6,830,700 shares of its common stock at a purchase price of $36.87 for aggregate gross proceeds of approximately $252 million. On October 18, 2022, the Company closed the direct private placement with KM&T, through its affiliate KM&T Investment Holdings, LLC, resulting in their ownership of approximately 17% of the Company’s outstanding common stock. The Company expects to use approximately $200 million of the proceeds from the private placement to advance the first development phase if its sustainable lithium development project at its Ogden site. The Company expects to use the remaining $52 million of proceeds, less transaction expenses, to reduce debt. As part of the Stock Purchase Agreement, KM&T has appointed two members to the Company’s board of directors, effective November 13, 2022. In addition, the companies are currently exploring value creation opportunities by leveraging the expansive capabilities of KII’s many operating subsidiaries. The Company also sells SOP to subsidiaries of KII in the normal course of business and has recently engaged a subsidiary of KII to provide engineering services for the Company’s lithium development project. Dividend Declared: On November 15, 2022, the Board of Directors declared a quarterly cash dividend of $0.15 per share on the Company’s outstanding common stock, consistent with the quarterly cash dividends paid in fiscal 2022. The dividend will be paid on December 20, 2022, to stockholders of record as of the close of business on December 9, 2022. |
Schedule II - Valuation Reserve
Schedule II - Valuation Reserves | 12 Months Ended |
Sep. 30, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation Reserves | Schedule II — Valuation Reserves Compass Minerals International, Inc. September 30, 2022, 2021 and December 31, 2020 Description (in millions) Balance at the Beginning of the Period Additions Charged to Expense (1) Deductions (2) Balance at the End of the Period Deducted from Receivables — Allowance for Doubtful Accounts September 30, 2022 $ 3.0 $ 3.4 $ (3.0) $ 3.4 September 30, 2021 3.9 2.3 (3.2) 3.0 December 31, 2020 2.6 5.6 (4.3) 3.9 Deducted from Deferred Income Taxes — Valuation Allowance September 30, 2022 $ 44.6 $ 79.5 $ (12.2) $ 111.9 September 30, 2021 42.7 1.9 — 44.6 December 31, 2020 39.9 2.8 — 42.7 (1) Includes $14.2 million of valuation allowance related to Plant Nutrition South America that was classified as assets held for sale as of September 30, 2021. (2) Deduction for purposes for which reserve was created. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Management Estimates | Management Estimates:The preparation of consolidated financial statements in conformity with U.S. GAAP as included in the Accounting Standards Codification requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Basis of Consolidation | Basis of Consolidation:The Company’s consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Discontinued Operations | . Discontinued Operations: The Company reports its financial results from discontinued operations and continuing operations separately to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs when a component or a group of components of an entity has been disposed of or classified as held for sale and represents a strategic shift that has a major effect on the entity’s operations and financial results. In the Company’s Consolidated Statements of Cash Flows, the cash flows from discontinued operations are not separately classified. Significant components of cash flows related to discontinued operations are disclosed in Note 3 . See Note 3 for information on discontinued operations and Note 14 |
Foreign Currency | Foreign Currency:Assets and liabilities are translated into U.S. dollars at end of period exchange rates. Sales and expenses are translated using the monthly average rates of exchange during the year. Adjustments resulting from the translation of foreign-currency financial statements into the reporting currency, U.S. dollars, are included in accumulated other comprehensive loss. |
Revenue Recognition | Revenue Recognition: The Financial Accounting Standards Board (the “FASB”) revenue recognition guidance provides a single, comprehensive model for recognizing revenue from contracts with customers. The revenue recognition model requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. The Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. Accordingly, substantially all of the Company’s revenue is recognized at a point in time when control of the goods transfers to the customer. The Company typically recognizes revenue at the time of shipment to the customer, which coincides with the transfer of title and risk of ownership to the customer. Sales represent billings to customers net of sales taxes charged for the sale of the product. Sales include amounts charged to customers for shipping and handling costs, which are expensed when the related product is sold. Nature of Products and Services The Company’s Salt segment products include salt and magnesium chloride for use in road deicing and dust control, food processing, water softeners, and agricultural and industrial applications. The Company’s plant nutrition segment produces and markets SOP in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. In the U.K., the Company operates a records management business utilizing excavated areas of its Winsford salt mine with one other location in London, England. Identifying the Contract The Company accounts for a customer contract when there is approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Identifying the Performance Obligations At contract inception, the Company assesses the goods and services it has promised to its customers and identifies a performance obligation for each promise to transfer to the customer a distinct good or service (or bundle of goods or services). Determining whether products and services are considered distinct performance obligations that should be accounted for separately or aggregated together may require significant judgment. Identifying and Allocating the Transaction Price The Company’s revenues are measured based on consideration specified in the customer contract, net of any sales incentives and amounts collected on behalf of third parties such as sales taxes. In certain cases, the Company’s customer contracts may include promises to transfer multiple products and services to a customer. For multiple-element arrangements, the Company generally allocates the transaction price to each performance obligation in proportion to its stand-alone selling price. When Performance Obligations Are Satisfied The vast majority of the Company’s revenues are recognized at a point in time when the performance obligations are satisfied based upon transfer of control of the product or service to a customer. To determine when the control of goods is transferred, the Company typically assesses, among other things, the shipping terms of the contract, as shipping is an indicator of transfer of control. Some of the Company’s products are sold when the control of the goods transfers to the customer at the time of shipment. There are also instances when the Company provides shipping services to deliver its products. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. The Company has made an accounting policy election to recognize any shipping and handling costs that are incurred after the customer obtains control of the goods as fulfillment costs which are accrued at the time of revenue recognition. Significant Payment Terms The customer contract states the final terms of the sale, including the description, quantity and price of each product or service purchased. Payment is typically due in full within 30 days of delivery. As a practical expedient, the Company does not adjust the consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the good or service is transferred to the customer and when the customer pays for that good or service will be one year or less. Refunds, Returns and Warranties The Company’s products are generally not sold with a right of return and the Company does not generally provide credits or incentives, which may be required to be accounted for as variable consideration when estimating the amount of revenue to be recognized. The Company uses historical experience to estimate accruals for refunds due to manufacturing or other defects. Practical Expedients and Accounting Policy Elections |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all investments with original maturities of three months or less to be cash equivalents. The Company maintains the majority of its cash in bank deposit accounts with several commercial banks with high credit ratings in the U.S., Canada, the U.K. and Brazil. Typically, the Company has bank deposits in excess of federally insured limits. Currently, the Company does not believe it is exposed to significant credit risk on its cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: Receivables consist almost entirely of trade accounts receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing trade accounts receivable. The Company determines the allowance based on historical write-off experience by business line and a current assessment of its portfolio, including information regarding individual customers. The Company reviews its past due account balances for collectability and adjusts its allowance for doubtful accounts accordingly. Account balances are charged off against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered. |
Inventories | Inventories:Inventories are stated at the lower of cost or net realizable value. Finished goods and raw material and supply costs are valued using the average cost method on a first-in-first-out basis. Raw materials and supply costs primarily consist of raw materials purchased to aid in the production of mineral products, maintenance materials and packaging materials. Finished goods are primarily comprised of salt, magnesium chloride, and SOP products readily available for sale. Substantially all costs associated with the production of finished goods at the Company’s production locations are captured as inventory costs. As required by U.S. GAAP, a portion of the fixed costs at a location are not included in inventory and are expensed as a product cost if production at that location is determined to be abnormally low in any period. Additionally, since the Company’s products are often stored at warehousing locations, the Company includes in the cost of inventory the freight and handling costs necessary to move the product to storage until the product is sold to a customer. |
Other Current Assets | Other Current Assets:The items included in other current assets as of September 30, 2022 and 2021, consist principally of prepaid expenses of $44.3 million and $45.4 million, respectively. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment is stated at cost and includes capitalized interest. The costs of replacements or renewals, which improve or extend the life of existing property, are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or disposition of an asset, any resulting gain or loss is included in the Company’s operating results. Property, plant and equipment also includes mineral interests. The mineral interests for the Company’s Winsford U.K. mine are owned. The Company leases probable mineral reserves at its Cote Blanche and Goderich mines, its Ogden facility and several of its other North American facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales. The Company’s rights to extract minerals are contractually limited by time. The Cote Blanche mine is operated under land and mineral leases, and the mineral lease expires in 2060 with two additional 25-year renewal periods. The Company continues to operate under the Goderich mine mineral reserve lease that expired in 2022, and the Company is in the process of renewing its option until 2043 after demonstrating to the lessor that the mine’s useful life is greater than the lease’s term. The Ogden facility mineral reserve lease renews annually. The Company believes it will be able to continue to extend lease agreements as it has in the past, at commercially reasonable terms, without incurring substantial costs or material modifications to the existing lease terms and conditions, and therefore, management believes that assigned lives are appropriate. The Company’s mineral interests are depleted on a units-of-production basis based upon the latest available mineral study. The weighted average amortization period for the leased probable mineral reserves is 86 years as of September 30, 2022. The Company also owns other mineral properties. The weighted average life for the probable owned mineral reserves is 35 years as of September 30, 2022, based upon management’s current production estimates. Buildings and structures are depreciated on a straight-line basis over lives generally ranging from 10 to 30 years. Portable buildings generally have shorter lives than permanent structures. Leasehold and building improvements have estimated lives of 5 to 40 years or lower based on the life of the lease to which the improvement relates. The Company’s fixed assets are amortized on a straight-line basis over their respective lives. The following table summarizes the estimated useful lives of the Company’s different classes of property, plant and equipment: Years Land improvements 10 to 25 Buildings and structures 10 to 30 Leasehold and building improvements 5 to 40 Machinery and equipment – vehicles 2 to 10 Machinery and equipment – other mining and production > 1 to 50 Office furniture and equipment 2 to 10 Mineral interests 20 to 99 The Company has finance leases which are recorded in property, plant and equipment at the beginning of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Lease payments are recorded as interest expense and a reduction of the lease liability. A finance lease asset is depreciated over the lower of its useful life or the lease term. The Company has capitalized computer software costs of $4.3 million and $7.9 million as of September 30, 2022 and 2021, respectively, recorded in property, plant and equipment. The capitalized costs are being amortized over five years. The Company recorded $7.6 million, $5.0 million and $5.5 million of amortization expense related to capitalized computer software for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. The Company recognizes and measures obligations related to the retirement of tangible long-lived assets in accordance with applicable U.S. GAAP. Asset retirement obligations are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company reviews its long-lived assets and the related mineral reserves for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. If an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. |
Leases | Leases:In accordance with U.S. GAAP, lessees are required to recognize on their balance sheet a right-of-use asset which represents a lessee’s right to use the underlying asset, and a lease liability which represents a lessee’s obligation to make lease payments for the right to use the asset. In addition, the guidance requires expanded qualitative and quantitative disclosures. The Company enters into leases for warehouses and depots, rail cars, vehicles, mobile equipment, office space and certain other types of property and equipment. The Company determines whether an arrangement is or contains a lease at the inception of the contract. The right-of-use asset and lease liability are recognized based on the present value of the future minimum lease payments over the estimated lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company estimates its incremental borrowing rate for each lease based upon the estimated lease term, the type of asset and the location of the leased asset. The most significant judgments in the application of the FASB guidance include whether a contract contains a lease and the lease term. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Many of the Company’s leases include one or more options to renew and extend the initial lease term. The exercise of lease renewal options is generally at the Company’s discretion. The lease term includes renewal periods in only those instances in which the Company determines it is reasonably assured of renewal. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. In these instances, the assets are depreciated over the useful life of the asset. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets:The Company amortizes its intangible assets deemed to have finite lives on a straight-line basis over their estimated useful lives which, for the Company, range from 25 to 50 years. The Company reviews goodwill and other indefinite-lived intangible assets annually for impairment. In addition, goodwill and other intangible assets are reviewed when an event or change in circumstances indicates the carrying amounts of such assets may not be recoverable. |
Investments | Investments: The Company uses the equity method of accounting for equity securities when it has significant influence or when it has more than a minor ownership interest or more than minor influence over an investee’s operations but does not have a controlling financial interest. Initial investments are recorded at cost (including certain transaction costs) and are adjusted by the Company’s share of the investees’ undistributed earnings and losses. The Company may recognize its share of an investee’s earnings on a lag, if an investee’s financial results are not available in a timely manner. For certain of the Company's equity method investments, such as investments where the capital structure of the equity investment results in different liquidation rights and priorities than what is reflected by the underlying percentage ownership interests, the Company's proportionate share of net earnings is accounted for using the Hypothetical Liquidation at Book Value ("HLBV") methodology available under the equity method of accounting. When applying HLBV, the Company determines the amount that would be received if the investment were to liquidate all of its assets and distribute the resulting cash to the investors based on contractually defined liquidation priorities, assuming the net assets were liquidated at their net book value. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. |
Marketable Securities | The marketable securities are classified as trading securities and accordingly, gains and losses are recorded as a component of other expense, net in the Consolidated Statements of Operations. |
Income Taxes | Income Taxes: The Company accounts for income taxes using the liability method in accordance with the provisions of U.S. GAAP. Under the liability method, deferred taxes are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company’s foreign subsidiaries file separate company returns in their respective jurisdictions. The Company recognizes potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Any penalties and interest that are accrued on the Company’s uncertain tax positions are included as a component of income tax expense. In evaluating the Company’s ability to realize deferred tax assets, the Company considers the sources and timing of taxable income, including the reversal of existing temporary differences, the ability to carryback tax attributes to prior periods, qualifying tax-planning strategies, and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, the Company’s assumptions include the amount of pre-tax operating income according to different state, federal and international taxing jurisdictions, the origination of future temporary differences, and the implementation of feasible and prudent tax-planning strategies. If the Company determines that a portion of its deferred tax assets will not be realized, a valuation allowance is recorded in the period that such determination is made. In the future, if the Company determines, based on the existence of sufficient evidence, that more or less of the deferred tax assets are more likely than not to be realized, an adjustment to the valuation allowance will be made in the period such a determination is made. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which subjects U.S. shareholders, including the Company, to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB issued guidance stating that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI as a period expense only. |
Environmental Costs | Environmental Costs:Environmental costs, other than those of a capital nature, are accrued at the time the exposure becomes known and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. |
Equity Compensation Plans | Equity Compensation Plans:The Company has equity compensation plans under the oversight of the Company’s Board of Directors, whereby stock options, restricted stock units, performance stock units, deferred stock units and shares of common stock are granted to the Company’s employees and directors. |
Earnings per Share | Earnings per Share:When calculating earnings per share, the Company’s participating securities are accounted for under the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities based upon their rights to receive dividends. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. The treasury stock method is calculated assuming unrecognized compensation expense, income tax benefits and proceeds from the potential exercise of employee stock options are used to repurchase common stock. |
Derivatives | Derivatives: The Company is exposed to the impact of fluctuations in foreign exchange and interest rates on its borrowings and fluctuations in the purchase price of natural gas and diesel fuel consumed in operations. The Company may hedge portions of these risks through the use of derivative agreements. The Company records derivative financial instruments as assets or liabilities measured at fair value. Accounting for the changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. For qualifying hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Consolidated Statements of Operations. Until the effective portion of a derivative’s change in fair value is recognized in the Consolidated Statements of Operations, the change in fair value is |
Concentration of Credit Risk | Concentration of Credit Risk:The Company sells its salt and magnesium chloride products to various governmental agencies, manufacturers, distributors and retailers primarily in the Midwestern U.S. and throughout Canada and the U.K. The Company’s plant nutrition products are sold across the Western Hemisphere and globally. No single customer or group of affiliated customers accounted for more than 10% of the Company’s sales during the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 or the fiscal year ended December 31, 2020, or more than 10% of receivables at September 30, 2022 or 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: The Company has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and does not believe the future adoption of any such pronouncements will have a material impact on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property, plant and equipment | The following table summarizes the estimated useful lives of the Company’s different classes of property, plant and equipment: Years Land improvements 10 to 25 Buildings and structures 10 to 30 Leasehold and building improvements 5 to 40 Machinery and equipment – vehicles 2 to 10 Machinery and equipment – other mining and production > 1 to 50 Office furniture and equipment 2 to 10 Mineral interests 20 to 99 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table represents summarized amounts of assets and liabilities held for sale on the Consolidated Balance Sheets (in millions): September 30, September 30, Cash and cash equivalents $ — $ 2.9 Receivables, less allowance for doubtful accounts of $0.2 in 2021 — 13.7 Inventories — 7.7 Property, plant and equipment, net — 35.6 Goodwill — 33.3 Loss recognized on held for sale classification — (90.2) Other — 6.9 Current assets held for sale $ — $ 9.9 Current portion of long-term debt $ — $ — Accounts payable — 5.9 Accrued expenses and other current liabilities — 3.7 Current liabilities held for sale $ — $ 9.6 The following table represents summarized Consolidated Statements of Operations information of discontinued operations (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Sales $ 53.6 $ 211.2 $ 368.6 Shipping and handling cost 2.8 10.2 16.3 Product cost 28.4 153.8 255.0 Gross profit 22.4 47.2 97.3 Selling, general and administrative expenses 3.5 27.6 54.9 Operating earnings 18.9 19.6 42.4 Interest expense 0.1 4.4 8.6 (Gain) loss on foreign exchange (17.5) (9.9) 4.2 Net loss on sale of business 23.1 209.8 — Net loss on adjustment to fair value less estimated costs to sell — 90.2 — Net gain on sale of business — (30.6) — Other income, net (0.6) (1.5) (1.8) Earnings (loss) from discontinued operations before income taxes 13.8 (242.8) 31.4 Income tax expense (benefit) 1.6 (8.6) 10.9 Net earnings (loss) from discontinued operations $ 12.2 $ (234.2) $ 20.5 The significant components included in the Company’s Consolidated Statements of Cash Flows for the discontinued operations are as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Depreciation, depletion and amortization $ — $ 4.8 $ 20.1 Deferred income taxes 0.5 (23.6) (2.8) Unrealized foreign exchange (gain) loss (3.1) (19.1) 4.3 Loss on impairment of long-lived assets 23.1 300.0 — Gain on sale of business — (30.6) — Capital expenditures (1.6) (6.1) (9.6) Changes in receivables (4.8) 4.2 (17.9) Changes in inventories (2.0) (26.1) (9.7) Changes in other assets (4.7) (20.5) (4.3) Changes in accounts payable and accrued expenses and other current liabilities (11.5) (315.9) 3.9 Proceeds from sale of businesses 61.2 348.6 — Proceeds from issuance of long-term debt — 21.8 57.6 Principal payments on long-term debt — (12.0) (62.2) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases by Balance Sheets Location | The Company’s Consolidated Balance Sheets includes the following (in millions): Consolidated Balance Sheet Location September 30, September 30, Assets Operating lease assets Other noncurrent assets $ 58.1 $ 48.6 Finance lease assets Property, plant and equipment, net 3.3 5.5 Total lease assets $ 61.4 $ 54.1 Liabilities Current liabilities: Operating Accrued expenses and other current liabilities $ 16.0 $ 14.0 Finance Accrued expenses and other current liabilities 1.1 1.2 Noncurrent liabilities: Operating Other noncurrent liabilities 44.4 37.1 Finance Other noncurrent liabilities 2.1 4.3 Total lease liabilities $ 63.6 $ 56.6 |
Schedule of Lease Cost, Lease Terms and Supplemental Cash Flow Information | The Company’s components of lease cost are as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Finance lease cost: Amortization of lease assets $ 1.2 $ 0.9 $ 1.3 Interest on lease liabilities 0.1 0.1 0.1 Operating lease cost 18.0 13.2 16.7 Variable lease cost (a) 7.6 14.0 9.5 Total lease cost $ 26.9 $ 28.2 $ 27.6 (a) Short-term leases are immaterial and included in variable lease cost. Supplemental lease term and discount rate information related to leases is as follows: Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Weighted-average remaining lease term (years) Operating leases 5.5 5.7 7.1 Finance leases 20.7 16.7 5.3 Weighted-average discount rate Operating leases 4.0 % 3.6 % 3.7 % Finance leases 3.2 % 3.1 % 3.5 % Supplemental cash flow information related to leases is as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18.2 $ 12.9 $ 14.8 Operating cash flows from finance leases 0.1 0.1 0.1 Financing cash flows from finance leases 1.3 1.0 1.6 Leased assets obtained in exchange for new operating lease liabilities 26.4 5.7 16.5 Leased assets obtained in exchange for new finance lease liabilities — 2.2 1.8 |
Schedule of Operating Lease Maturities | Maturities of lease liabilities are as follows (in millions): Years Ending September 30: Operating Leases Finance Leases Total 2023 $ 18.0 $ 1.2 $ 19.2 2024 14.0 0.7 14.7 2025 8.8 0.1 8.9 2026 7.9 0.1 8.0 2027 6.3 0.1 6.4 After 2027 12.5 3.0 15.5 Total lease payments 67.5 5.2 72.7 Less: Interest (7.1) (2.0) (9.1) Present value of lease liabilities $ 60.4 $ 3.2 $ 63.6 |
Schedule of Financing Lease Maturities | Maturities of lease liabilities are as follows (in millions): Years Ending September 30: Operating Leases Finance Leases Total 2023 $ 18.0 $ 1.2 $ 19.2 2024 14.0 0.7 14.7 2025 8.8 0.1 8.9 2026 7.9 0.1 8.0 2027 6.3 0.1 6.4 After 2027 12.5 3.0 15.5 Total lease payments 67.5 5.2 72.7 Less: Interest (7.1) (2.0) (9.1) Present value of lease liabilities $ 60.4 $ 3.2 $ 63.6 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following (in millions): September 30, September 30, Finished goods $ 251.6 $ 272.6 Raw materials and supplies 52.8 49.1 Total inventories $ 304.4 $ 321.7 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consists of the following (in millions): September 30, September 30, Land, buildings and structures and leasehold improvements $ 534.8 $ 539.3 Machinery and equipment 1,026.3 1,062.9 Office furniture and equipment 56.8 55.7 Mineral interests 167.1 172.5 Construction in progress 64.3 44.8 1,849.3 1,875.2 Less accumulated depreciation and depletion (1,072.7) (1,044.7) Property, plant and equipment, net $ 776.6 $ 830.5 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The asset value and accumulated amortization for the finite-lived intangibles assets are as follows (in millions): Supply Agreement SOP Production Rights Lease Rights Total September 30, 2022 Gross intangible asset $ 26.4 $ 24.3 $ 1.6 $ 52.3 Accumulated amortization (6.2) (18.3) (0.7) (25.2) Net intangible assets $ 20.2 $ 6.0 $ 0.9 $ 27.1 Supply Agreement SOP Production Rights Lease Rights Total September 30, 2021 Gross intangible asset $ 28.6 $ 24.3 $ 1.8 $ 54.7 Accumulated amortization (6.2) (17.3) (0.7) (24.2) Net intangible assets $ 22.4 $ 7.0 $ 1.1 $ 30.5 |
Schedule of estimated lives of intangible assets | The estimated lives of the Company’s finite-lived intangible assets are as follows: Intangible asset Estimated Lives Supply agreement 50 years SOP production rights 25 years Lease rights 25 years |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of financial information for equity method | The following tables provide summarized financial information for the Company’s ownership interest in Fortress accounted for under the equity method compiled from its financial statements, reported on a one-quarter lag (in millions): September 30, Current assets $ 17.5 Noncurrent assets 3.0 Current liabilities 1.4 Noncurrent liabilities 0.2 Fiscal Year Ended September 30, Sales $ 0.3 Gross profit (0.3) Net loss (5.9) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) related to earnings | The following table summarizes the Company’s income tax provision (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Current: Federal $ 8.8 $ 4.9 $ (25.2) State (2.0) 0.1 — Foreign 8.8 15.1 19.6 Total current 15.6 20.1 (5.6) Deferred: Federal 17.2 (4.0) 1.4 State (1.6) (2.9) (1.5) Foreign 3.8 1.0 7.6 Total deferred 19.4 (5.9) 7.5 Total provision for income taxes $ 35.0 $ 14.2 $ 1.9 |
Schedule of income tax expense reconciliation | The following table summarizes components of earnings before income taxes and shows the tax effects of significant adjustments from the expected income tax expense computed at the federal statutory rate (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, U.S. loss $ (68.0) $ (27.6) $ (6.4) Foreign income 65.7 62.7 50.9 Earnings before income taxes $ (2.3) $ 35.1 $ 44.5 Computed tax at the U.S. federal statutory rate of 21% (0.5) 7.4 9.4 Foreign income rate differential, mining, and withholding taxes, net of U.S. federal deduction 4.3 6.6 7.3 Percentage depletion in excess of basis (5.7) (1.7) (4.4) Non-deductible compensation 3.3 1.0 1.7 Other domestic tax reserves, net of reversals (1.1) 0.5 (9.7) State income taxes, net of federal income tax benefit (2.5) (1.1) (1.3) Change in valuation allowance on deferred tax asset 37.5 1.8 2.2 Interest expense recognition differences (2.8) (2.8) (3.5) GILTI/BEAT — 2.5 2.5 Tax on repatriated amounts (0.3) 0.1 — Securities and Exchange Commission (the “SEC”) Settlement 2.5 — — Other expense (income), net 0.3 (0.1) (2.3) Provision for income taxes $ 35.0 $ 14.2 $ 1.9 Effective tax rate (1,522) % 40 % 4 % |
Schedule of significant components of deferred tax assets and liabilities | The significant components of the Company’s deferred tax assets and liabilities were as follows (in millions): September 30, September 30, Deferred tax assets: Excess interest expense $ — $ 15.0 Foreign tax credit — 39.8 Right of use lease liability — 9.8 Stock-based compensation — 1.7 State tax credits — 6.2 Other, net — 9.4 Total deferred tax assets before valuation allowance — 81.9 Valuation allowance — (43.7) Total deferred tax assets — 38.2 Deferred tax liabilities to be netted with deferred tax assets: Property, plant and equipment — 14.3 Right of use lease asset — 9.8 Other, net — 4.7 Total deferred tax liabilities to be netted with deferred tax assets — 28.8 Net noncurrent deferred tax assets $ — $ 9.4 Deferred tax assets to be netted with deferred tax liabilities: Net operating loss carryforwards (a) $ 23.1 $ 0.9 Excess interest expense 34.0 — Foreign tax credit 39.4 — Stock-based compensation 2.2 — State capital losses 2.1 — Right of use lease liability 14.8 2.5 State tax credits 7.0 — Other, net (a) 16.0 3.6 Total deferred tax assets before valuation allowance 138.6 7.0 Valuation allowance (a) (111.9) (0.9) Total deferred tax assets to be netted with deferred tax liabilities 26.7 6.1 Deferred tax liabilities: Property, plant and equipment 58.0 52.2 Intangible asset 4.6 5.9 Right of use lease asset 14.8 2.5 Unrealized foreign exchange gain 5.5 1.5 Other, net 7.2 1.6 Total deferred tax liabilities 90.1 63.7 Net deferred tax liabilities $ 63.4 $ 57.6 |
Schedule of reconciliation of unrecognized tax benefits | The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Unrecognized tax benefits: Balance at beginning of period $ 38.0 $ 37.9 $ 46.5 Additions relating to tax positions taken in prior years — 0.2 1.6 Reductions relating to tax positions taken in prior years (3.2) — (0.1) Reductions due to expiration of tax years (1.2) (0.1) (10.1) Balance at end of period $ 33.6 $ 38.0 $ 37.9 |
PENSION PLANS AND OTHER BENEF_2
PENSION PLANS AND OTHER BENEFITS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of weighted-average asset allocations | The weighted-average asset allocations by asset category are as follows: Asset Category September 30, September 30, Cash and cash equivalents 13 % 1 % Blended funds 37 % 49 % Bond funds 50 % 50 % Total 100 % 100 % |
Schedule of fair value of pension plan assets | The fair value of the Company’s U.K. pension plan assets by asset category (see Note 17 for a discussion regarding fair value measurements) are as follows (in millions): September 30, Level One Level Two Level Three Asset category: Cash and cash equivalents (a) $ 5.8 $ 5.8 $ — $ — Blended funds (b) 15.6 — 15.6 — Bond funds (c) : Treasuries 21.3 — 21.3 — Total Pension Assets $ 42.7 $ 5.8 $ 36.9 $ — September 30, Level One Level Two Level Three Asset category: Cash and cash equivalents (a) $ 1.0 $ 1.0 $ — $ — Blended funds (b) 34.0 — 34.0 — Bond funds (c) : Treasuries 34.4 — 34.4 — Total Pension Assets $ 69.4 $ 1.0 $ 68.4 $ — (a) The fair value of cash and cash equivalents is its carrying value. (b) The Company is invested in a diversified growth fund. The diversified growth fund is valued at the last traded or official close for the underlying equities and bid or mid for the underlying fixed income securities depending on the portfolio benchmark. Where representative prices are unavailable, underlying fixed income investments are valued based on other observable market-based inputs. (c) This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. All of the Company’s bond fund pension assets are invested in U.K.-linked treasuries as of September 30, 2022 and 2021. |
Schedule of assumptions used in determining pension information | The assumptions used in determining pension information for the U.K. pension plan were as follows: Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Discount rate 5.45 % 1.90 % 1.20 % Expected return on plan assets 5.05 % 3.10 % 3.10 % |
Schedule of future expected benefit payments | The Company expects to pay the following benefit payments (in millions): Years Ending September 30: Future Expected Benefit Payments 2023 $ 2.4 2024 2.5 2025 2.6 2026 2.6 2027 2.7 2028-2032 14.6 The Company expects to pay the following payments for the Canadian Benefits (in millions): Years Ending September 30: Future Expected Benefit Payments 2023 $ 0.5 2024 0.6 2025 0.6 2026 0.5 2027 0.5 2028-2032 3.2 |
Schedule of pension obligations, plan assets and net funded status | The following table sets forth pension obligations and plan assets for the Company’s U.K. pension plan (in millions): September 30, September 30, Change in benefit obligation: Benefit obligation at beginning of period $ 65.7 $ 73.3 Interest cost 1.2 0.6 Actuarial loss (18.9) (4.6) Benefits paid (2.7) (2.8) Currency fluctuation adjustment (8.6) (0.8) Benefit obligation at end of period 36.7 65.7 Change in plan assets: Fair value at beginning of period 69.4 72.1 Actual return (14.8) 1.0 Company contributions 0.4 — Currency fluctuation adjustment (9.6) (0.9) Benefits paid (2.7) (2.8) Fair value of plan assets at end of period 42.7 69.4 Overfunded status of the plan $ 6.0 $ 3.7 The following table sets forth the Company’s benefit obligation (in millions): September 30, September 30, Change in benefit obligation: Benefit obligation at beginning of period $ 11.3 $ 10.6 Service cost 0.3 0.4 Interest cost 0.3 0.6 Benefits paid (0.2) (0.4) Actuarial gain (2.0) — Currency fluctuation adjustment (0.8) 0.1 Benefit obligation at end of period $ 8.9 $ 11.3 |
Schedule of components of net pension expense | The components of net periodic pension cost (benefit) were as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Interest cost on projected benefit obligation $ 1.2 $ 0.6 $ 1.2 Prior service cost (0.1) (0.1) (0.1) Expected return on plan assets (2.0) (1.6) (1.9) Plan amendment — — 0.1 Net amortization 0.5 1.1 1.0 Net periodic pension (benefit) cost $ (0.4) $ — $ 0.3 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consists of the following (in millions): September 30, September 30, 4.875% Senior Notes due July 2024 $ 250.0 $ 250.0 Term Loan due January 2025 16.9 80.8 Revolving Credit Facility due January 2025 151.5 88.4 6.75% Senior Notes due December 2027 500.0 500.0 AR Securitization Facility expires June 2025 37.5 26.8 955.9 946.0 Less unamortized debt issuance costs (8.3) (10.6) Total debt 947.6 935.4 Less current portion — — Long-term debt $ 947.6 $ 935.4 |
Schedule of future maturities of long-term debt | Future maturities of long-term debt are as follows (in millions): Fiscal Years Ending September 30: Debt Maturity 2023 $ — 2024 250.0 2025 205.9 2026 — 2027 — Thereafter 500.0 Total $ 955.9 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information is as follows (in millions): Fiscal Year Ended September 30, 2022 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 1,010.3 $ 222.3 $ 11.5 $ 1,244.1 Intersegment sales — 6.4 (6.4) — Shipping and handling cost 353.3 26.2 — 379.5 Operating earnings (loss) (b) 116.2 37.1 (110.4) 42.9 Depreciation, depletion and amortization 67.0 35.6 11.1 113.7 Total assets 1,020.6 475.1 147.8 1,643.5 Capital expenditures 63.7 25.7 5.7 95.1 Nine Months Ended September 30, 2021 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 671.1 $ 156.8 $ 8.7 $ 836.6 Intersegment sales — 4.5 (4.5) — Shipping and handling cost 198.8 21.3 — 220.1 Operating earnings (loss) (b) 133.2 5.8 (60.0) 79.0 Depreciation, depletion and amortization 53.3 26.8 9.7 89.8 Total assets 1,040.2 458.9 121.9 1,621.0 Capital expenditures 42.0 18.3 5.4 65.7 Fiscal Year Ended December 31, 2020 Salt Plant Nutrition Corporate & Other (a)(b) Total Sales to external customers $ 779.4 $ 215.4 $ 10.1 $ 1,004.9 Intersegment sales — 5.4 (5.4) — Shipping and handling cost 217.8 32.5 — 250.3 Operating earnings (loss) 161.0 15.3 (73.3) 103.0 Depreciation, depletion and amortization 66.6 37.7 13.5 117.8 Total assets 1,020.8 496.5 133.6 1,650.9 Capital expenditures 56.8 12.5 6.0 75.3 Disaggregated revenue by product type is as follows (in millions): Fiscal Year Ended September 30, 2022 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 640.2 $ — $ — $ 640.2 Consumer & Industrial Salt 370.1 — — 370.1 SOP — 228.7 — 228.7 Eliminations & Other — (6.4) 11.5 5.1 Sales to external customers $ 1,010.3 $ 222.3 $ 11.5 $ 1,244.1 Nine Months Ended September 30, 2021 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 440.2 $ — $ — $ 440.2 Consumer & Industrial Salt 230.9 — — 230.9 SOP — 161.3 — 161.3 Eliminations & Other — (4.5) 8.7 4.2 Sales to external customers $ 671.1 $ 156.8 $ 8.7 $ 836.6 Fiscal Year Ended December 31, 2020 Salt Plant Nutrition Corporate & Other (a)(b) Total Highway Deicing Salt $ 473.8 $ — $ — $ 473.8 Consumer & Industrial Salt 305.6 — — 305.6 SOP — 220.8 — 220.8 Eliminations & Other — (5.4) 10.1 4.7 Sales to external customers $ 779.4 $ 215.4 $ 10.1 $ 1,004.9 (a) Corporate and Other includes corporate entities, records management operations, equity method investments, lithium development costs and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions. (b) Corporate operating results for the fiscal year ended September 30, 2022 include executive transition costs of $3.8 million and net costs related to the SEC settlement of $17.1 million. Corporate operating results for the nine months ended September 30, 2021 also include costs related to the recently completed SEC investigation of $3.4 million. Refer to Note 13 |
Schedule of revenue from external customers and long-lived assets | Financial information relating to the Company’s operations by geographic area is as follows (in millions): Fiscal Year Ended Nine Months Ended Fiscal Year Ended Sales September 30, September 30, December 31, United States (a) $ 894.9 $ 634.3 $ 747.8 Canada 278.0 141.3 207.2 United Kingdom 57.7 57.5 41.6 Other 13.5 3.5 8.3 Total sales $ 1,244.1 $ 836.6 $ 1,004.9 (a) United States sales exclude product sold to foreign customers at U.S. ports. Financial information relating to the Company’s long-lived assets, excluding the investments related to the nonqualified retirement plan and pension plan assets, by geographic area (in millions): Long-Lived Assets September 30, September 30, December 31, United States $ 612.0 $ 570.7 $ 524.9 Canada 394.8 441.9 493.9 United Kingdom 58.1 70.9 73.9 Other 8.8 10.3 6.5 Total long-lived assets $ 1,073.7 $ 1,093.8 $ 1,099.2 |
STOCKHOLDERS' EQUITY AND EQUI_2
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of weighted average assumptions and fair value for options granted | The weighted average assumptions and fair values for options granted is included in the following table. Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Fair value of options granted $ 16.84 $ 13.46 $ 10.91 Expected term (years) 4.8 4.8 4.8 Expected volatility 37.9 % 36.1 % 29.3 % Dividend yield 3.9 % 3.7 % 3.5 % Risk-free interest rates 1.1 % 0.4 % 1.6 % |
Schedule of stock-based compensation activity | The following is a summary of the Company’s stock option, RSU and PSU activity and related information for the following periods: Stock Options RSUs PSUs Number Weighted-average exercise price Number Weighted-average fair value Number Weighted-average fair value Outstanding at December 31, 2019 887,867 $ 64.21 217,413 $ 52.07 179,397 $ 61.43 Granted 94,945 58.91 95,276 58.24 107,072 74.73 Exercised (a) (4,454) 57.02 — — — — Released from restriction (a) — — (76,570) 50.03 (11,575) 78.87 Cancelled/Expired (109,586) 69.00 (28,137) 51.85 (33,100) 68.18 Outstanding at December 31, 2020 868,772 $ 63.06 207,982 $ 55.68 241,794 $ 65.57 Granted 120,602 63.14 95,287 63.52 96,002 63.14 Exercised (a) (23,731) 59.81 — — — — Released from restriction (a) — — (51,772) 53.37 (16,496) 69.71 Cancelled/Expired (136,937) 72.79 (27,998) 60.13 (41,393) 62.77 Outstanding at September 30, 2021 828,706 $ 61.56 223,499 $ 59.00 279,907 $ 64.90 Granted 73,290 73.77 103,363 66.36 178,052 73.86 Exercised (a) (3,861) 67.76 — — — — Released from restriction (a) — — (85,849) 56.88 (28,666) 55.98 Cancelled/Expired (123,555) 74.15 (32,278) 62.23 (97,934) 61.44 Outstanding at September 30, 2022 774,580 $ 60.68 208,735 $ 63.02 331,359 $ 71.51 (a) Common stock issued for exercised options, vested RSUs and vested and earned PSUs were issued from treasury shares. |
Schedule of information about options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at September 30, 2022. Options Outstanding Options Exercisable Range of exercise prices Options outstanding Weighted-average remaining contractual life (years) Weighted-average exercise price of options outstanding Options exercisable Weighted-average remaining contractual life (years) Weighted-average exercise price of exercisable options $53.75 - $54.10 252,245 3.6 $ 53.75 252,245 3.6 $ 53.75 $54.11 - $59.21 109,863 3.9 57.03 67,454 3.7 56.72 $59.22 - $61.32 120,426 2.5 59.50 120,426 2.5 59.50 $61.33 - $68.53 165,515 3.3 65.55 106,202 2.2 66.89 $68.54 - $74.49 126,531 3.2 72.39 66,547 0.6 70.53 Totals 774,580 3.3 $ 60.68 612,874 2.8 $ 59.31 |
Schedule of components of and changes in accumulated other comprehensive income (loss) | The components of and changes in AOCL are as follows (in millions): Fiscal Year Ended September 30, 2022 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Other Post-Employment Benefits Foreign Currency Total Beginning balance $ 3.1 $ (5.4) $ — $ (108.2) $ (110.5) Other comprehensive (loss) income before reclassifications (b) (0.8) 2.4 1.4 (53.6) (50.6) Amounts reclassified from AOCL (3.9) 0.3 (0.1) 49.5 45.8 Net current period other comprehensive (loss) income (4.7) 2.7 1.3 (4.1) (4.8) Ending balance $ (1.6) $ (2.7) $ 1.3 $ (112.3) $ (115.3) Nine Months Ended September 30, 2021 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Foreign Currency Total Beginning balance $ 0.2 $ (9.4) $ (294.6) $ (303.8) Other comprehensive income before reclassifications (b) 5.4 3.1 44.4 52.9 Amounts reclassified from AOCL (2.5) 0.9 142.0 140.4 Net current period other comprehensive income 2.9 4.0 186.4 193.3 Ending balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the table are reflected net of applicable income taxes. (b) The Company recorded foreign exchange gain (loss) of $6.7 million and $(17.7) million in the fiscal year ended September 30, 2022 and the nine months ended September 30, 2021, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. |
Schedule of changes in the components of accumulated other comprehensive gain (loss) | Amount Reclassified from AOCL Line Item Impacted in the Consolidated Statement of Operations Fiscal Year Ended Nine Months Ended September 30, September 30, Gains (losses) on cash flow hedges: Natural gas instruments $ (5.3) $ (1.1) Product cost Foreign currency contracts — (2.5) Interest expense Income tax expense 1.4 1.1 Reclassifications, net of income taxes (3.9) (2.5) Amortization of defined benefit pension: Amortization of loss $ 0.4 $ 1.0 Product cost Income tax benefit (0.1) (0.1) Reclassifications, net of income taxes 0.3 0.9 Amortization of other post-employment benefits Amortization of loss $ (0.1) $ — Product cost Income tax benefit — — Reclassifications, net of income taxes (0.1) — Reclassifications, CTA due to sale of foreign entity 49.5 142.0 Total reclassifications, net of income taxes $ 45.8 $ 140.4 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of hedged items | The following tables present the fair value of the Company’s derivatives (in millions): Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments: Consolidated Balance Sheet Location September 30, 2022 Consolidated Balance Sheet Location September 30, 2022 Commodity contracts Other current assets $ 2.7 Accrued expenses and other current liabilities $ 3.3 Commodity contracts Other assets 0.2 Other noncurrent liabilities 0.7 Total derivatives designated as hedging instruments (a) $ 2.9 $ 4.0 (a) The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $2.9 million of its commodity contracts that are in receivable positions against its contracts in payable positions. Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments: Consolidated Balance Sheet Location September 30, 2021 Consolidated Balance Sheet Location September 30, 2021 Commodity contracts Other current assets $ 4.0 Accrued expenses and other current liabilities $ 0.3 Commodity contracts Other assets 0.5 Other noncurrent liabilities — Total derivatives designated as hedging instruments (a) $ 4.5 $ 0.3 (a) The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.3 million of its commodity contracts that are in payable positions against its contracts in receivable positions. |
Schedule of other comprehensive income attributable to derivatives | The following tables present activity related to other comprehensive loss before taxes (in millions): Fiscal Year Ended September 30, 2022 Derivatives in Cash Flow Hedging Relationships Location of Change Reclassified from Accumulated OCI Into Income (Effective Portion) Amount Recognized in OCI on Derivative (Effective Portion) Amount Reclassified from Accumulated OCI Into Income (Effective Portion) Commodity contracts Product cost $ 0.1 $ 5.3 Total $ 0.1 $ 5.3 Nine Months Ended September 30, 2021 Derivatives in Cash Flow Hedging Relationships Location of Change Reclassified from Accumulated OCI Into Income Effective Portion) Amount Recognized in OCI on Derivative (Effective Portion) Amount Reclassified from Accumulated OCI Into Income (Effective Portion) Commodity contracts Product cost $ (5.1) $ 1.1 Total $ (5.1) $ 1.1 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair values for each type of instrument | The estimated fair values for each type of instrument are presented below (in millions). September 30, 2022 Level One Level Two Level Three Asset Class: Mutual fund investments in a non-qualified savings plan (a) $ 1.8 $ 1.8 $ — $ — Total Assets $ 1.8 $ 1.8 $ — $ — Liability Class: Derivatives – natural gas instruments, net $ (1.1) $ — $ (1.1) $ — Liabilities related to non-qualified savings plan (1.8) (1.8) — — Total Liabilities $ (2.9) $ (1.8) $ (1.1) $ — (a) Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 5% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 35% in blended funds. September 30, 2021 Level One Level Two Level Three Asset Class: Mutual fund investments in a non-qualified savings plan (a) $ 2.1 $ 2.1 $ — $ — Derivatives – natural gas instruments, net 4.2 — 4.2 — Total Assets $ 6.3 $ 2.1 $ 4.2 $ — Liability Class: Liabilities related to non-qualified savings plan $ (2.1) $ (2.1) $ — $ — Total Liabilities $ (2.1) $ (2.1) $ — $ — (a) Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 10% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 30% in blended funds. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per share data): Fiscal Year Ended Nine Months Ended Fiscal Year Ended September 30, September 30, December 31, Numerator: Net (loss) earnings from continuing operations $ (37.3) $ 20.9 $ 42.6 Less: Net earnings allocated to participating securities (a) (0.3) (0.9) (1.1) Net (loss) earnings from continuing operations available to common stockholders (37.6) 20.0 41.5 Net earnings (loss) from discontinued operations available to common stockholders 12.2 (234.2) 20.5 Net (loss) earnings available to common stockholders $ (25.4) $ (214.2) $ 62.0 Denominator (in thousands): Weighted average common shares outstanding, shares for basic earnings per share (b) 34,120 34,013 33,928 Weighted average equity awards outstanding — 50 — Shares for diluted earnings per share 34,120 34,063 33,928 Basic net (loss) earnings from continuing operations per common share $ (1.10) $ 0.59 $ 1.22 Basic net earnings (loss) from discontinued operations per common share 0.36 (6.89) 0.60 Basic net (loss) earnings per common share $ (0.74) $ (6.30) $ 1.83 Diluted net (loss) earnings from continuing operations per common share $ (1.10) $ 0.58 $ 1.22 Diluted net earnings (loss) from discontinued operations per common share 0.36 (6.89) 0.60 Diluted net (loss) earnings per common share $ (0.74) $ (6.30) $ 1.82 (a) Participating securities include PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 407,000, 426,000 and 397,000 for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. (b) For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method to determine the weighted average number of outstanding common shares. In addition, the Company had 1,106,000, 1,062,000 and 1,188,000 weighted options outstanding for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, which were anti-dilutive and therefore not included in the diluted earnings per share calculation. |
TRANSITION PERIOD COMPARATIVE_2
TRANSITION PERIOD COMPARATIVE DATA (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The Consolidated Statements of Operations and Cash Flows for the twelve months ended September 30, 2022 and 2021 and nine months ended September 30, 2021 and 2020, are summarized below. All data for the twelve months ended September 30, 2021 and the nine months ended September 30, 2020, are derived from the Company’s previously reported consolidated financial statements. Twelve Months Ended Nine Months Ended (in millions, except per share amounts) September 30, September 30, September 30, September 30, (Unaudited) (Unaudited) Sales $ 1,244.1 $ 1,145.8 $ 836.6 $ 695.7 Shipping and handling cost 379.5 295.8 220.1 174.6 Product cost 667.8 619.8 444.8 359.8 Gross profit 196.8 230.2 171.7 161.3 Selling, general and administrative expenses 153.9 123.1 92.7 86.4 Operating earnings 42.9 107.1 79.0 74.9 Other expense (income): Interest expense 55.2 59.8 44.3 47.2 (Gain) loss on foreign exchange (14.9) 5.6 (0.6) (10.8) Net loss in equity investees 5.2 0.5 0.5 — Other (income) expense, net (0.3) (0.2) (0.3) 0.3 (Loss) earnings before income taxes from continuing operations (2.3) 41.4 35.1 38.2 Income tax expense for continuing operations 35.0 5.8 14.2 10.3 Net (loss) earnings from continuing operations (37.3) 35.6 20.9 27.9 Net earnings (loss) from discontinued operations 12.2 (220.8) (234.2) 7.1 Net (loss) earnings $ (25.1) $ (185.2) $ (213.3) $ 35.0 Basic net (loss) earnings from continuing operations per common share $ (1.10) $ 1.01 $ 0.59 $ 0.80 Basic net earnings (loss) from discontinued operations per common share 0.36 (6.49) (6.89) 0.21 Basic net (loss) earnings per common share $ (0.74) $ (5.48) $ (6.30) $ 1.01 Diluted net (loss) earnings from continuing operations per common share $ (1.10) $ 1.00 $ 0.58 $ 0.79 Diluted net earnings (loss) from discontinued operations per common share 0.36 (6.49) (6.89) 0.21 Diluted net (loss) earnings per common share $ (0.74) $ (5.48) $ (6.30) $ 1.00 Weighted-average common shares outstanding (in thousands): Basic 34,120 33,999 34,013 33,918 Diluted 34,120 34,042 34,063 33,918 Twelve Months Ended Nine Months Ended (in millions) September 30, September 30, September 30, September 30, (Unaudited) (Unaudited) Cash flows from operating activities: Net (loss) earnings $ (25.1) $ (185.2) $ (213.3) $ 35.0 Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities: Depreciation, depletion and amortization 113.7 128.9 94.6 103.6 Amortization of deferred financing costs 2.9 3.2 2.4 2.4 Refinancing of long-term debt — — — 0.1 Stock-based compensation 15.7 9.9 7.7 7.2 Deferred income taxes 19.9 (29.0) (29.5) 4.7 Unrealized foreign exchange gain (29.1) (12.3) (17.9) (8.4) Loss on impairment of long-lived assets 23.1 300.0 300.0 — Net loss (gain) in equity investees 5.2 (1.6) (0.6) (0.4) Loss (gain) on disposition of assets 3.7 (26.3) (27.3) — Other, net (0.1) — (0.1) 5.7 Changes in operating assets and liabilities, net of sale of businesses: Receivables (55.0) (17.4) 74.1 111.0 Inventories 6.3 (21.7) (52.3) (107.6) Other assets (14.2) (3.1) (14.7) 11.0 Accounts payable and accrued expenses and other current liabilities 55.1 23.7 49.2 21.8 Other liabilities (1.6) (19.7) (9.6) 2.4 Net cash provided by operating activities 120.5 149.4 162.7 188.5 Cash flows from investing activities: Capital expenditures (96.7) (93.8) (71.8) (62.9) Proceeds from sale of businesses 61.2 348.6 348.6 — Investments in equity method investees (46.3) (5.0) (4.2) (1.3) Other, net 1.8 3.4 3.6 (1.0) Net cash (used in) provided by investing activities (80.0) 253.2 276.2 (65.2) Cash flows from financing activities: Proceeds from revolving credit facility borrowings 466.2 505.1 349.4 144.3 Principal payments on revolving credit facility borrowings (403.1) (516.9) (391.3) (204.1) Proceeds from issuance of long-term debt 55.9 120.6 70.9 66.1 Principal payments on long-term debt (109.1) (427.3) (394.8) (46.7) Dividends paid (20.8) (98.0) (73.1) (74.2) Deferred financing costs (0.4) (0.1) (0.1) (1.1) Proceeds from stock option exercised 0.3 1.6 1.4 — Shares withheld to satisfy employee tax obligations (2.0) (1.3) (1.2) (1.2) Other, net (1.3) (1.2) (0.8) (1.4) Net cash used in financing activities (14.3) (417.5) (439.6) (118.3) Effect of exchange rate changes on cash and cash equivalents (1.1) 1.8 0.7 (5.6) Net change in cash and cash equivalents 25.1 (13.1) — (0.6) Cash and cash equivalents, beginning of the year 21.0 34.1 21.0 34.7 Cash and cash equivalents, end of period 46.1 21.0 21.0 34.1 Less: cash and cash equivalents included in current assets held for sale — (2.9) (2.9) (25.3) Cash and cash equivalents of continuing operations, end of period $ 46.1 $ 18.1 $ 18.1 $ 8.8 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 52.9 $ 60.4 $ 38.6 $ 43.3 Income taxes paid, net of refunds $ 17.3 $ 50.0 $ 41.8 $ (18.5) |
QUARTERLY RESULTS (Tables)
QUARTERLY RESULTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly information | In the first quarter of fiscal 2021, the Company concluded that certain of its assets met the criteria for classification as held for sale and discontinued operations. See Note 1 to the Consolidated Financial Statements for more information. The continuing operations information below reflects the Company’s operations excluding its South America chemicals and specialty plant nutrition businesses, investment in Fermavi and North America micronutrient product business, which have been included as discontinued operations for the periods presented. Quarter First Second Third Nine Months Ended September 30, 2021 Sales $ 425.5 $ 199.4 $ 211.7 Gross profit 108.4 30.2 33.1 Net earnings (loss) from continuing operations (a) 41.9 (16.4) (4.6) Net earnings (loss) from continuing operations per share, basic (a) 1.22 (0.49) (0.14) Net earnings (loss) from continuing operations per share, diluted (a) 1.21 (0.49) (0.14) Net (loss) earnings (a) (214.4) 57.1 (56.0) Net (loss) earnings per share, basic (a) (6.32) 1.64 (1.65) Net (loss) earnings per share, diluted (a) (6.32) 1.63 (1.65) Basic weighted-average shares outstanding (in thousands) 33,974 34,020 34,043 Diluted weighted-average shares outstanding (in thousands) 34,012 34,078 34,099 Quarter First Second Third Fourth Fiscal Year Ended December 31, 2020 Sales $ 345.9 $ 175.2 $ 174.6 $ 309.2 Gross profit 84.1 39.6 37.6 58.5 Net earnings (loss) from continuing operations (b) 40.0 (7.2) (4.9) 14.7 Net earnings (loss) from continuing operations per share, basic (b) 1.17 (0.22) (0.15) 0.42 Net earnings (loss) from continuing operations per share, diluted (b) 1.16 (0.22) (0.15) 0.42 Net earnings (loss) (b) 34.0 (3.3) 4.3 28.1 Net earnings (loss) per share, basic (b) 0.99 (0.11) 0.12 0.82 Net earnings (loss) per share, diluted (b) 0.99 (0.11) 0.11 0.81 Basic weighted-average shares outstanding (in thousands) 33,892 33,915 33,947 33,958 Diluted weighted-average shares outstanding (in thousands) 33,892 33,915 33,947 33,977 (a) The Company incurred costs related to the ongoing SEC investigation of $2.8 million and $0.3 million in the first and second quarters of fiscal 2021. (b) In the fourth quarter of fiscal 2020, the Company released a domestic tax reserve of $11.0 million and incurred costs related to the ongoing SEC investigation of $1.6 million. |
ORGANIZATION AND FORMATION (Det
ORGANIZATION AND FORMATION (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments (in segments) | 2 | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) extension_period | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Foreign exchange losses | $ (17.7) | $ 6.7 | $ (72.6) |
Gain (loss), realized | (0.6) | (14.9) | (4.6) |
Capitalized computer software costs | 7.9 | $ 4.3 | |
Period of amortization of capitalized computer software costs | 5 years | ||
Amortization of capitalized computer software costs | 5 | $ 7.6 | $ 5.5 |
Inventories of spare parts related to long term assets | 32.4 | 35.3 | |
Operating lease assets | 48.6 | 58.1 | |
Investments in marketable securities relating to deferred compensation arrangement | 2.1 | $ 1.8 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 25 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 50 years | ||
Cote Blanche | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of renewal periods (in extension periods) | extension_period | 2 | ||
Lease renewal period | 25 years | ||
Leased Mineral Interests | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 86 years | ||
Owned Mineral Properties | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 35 years | ||
Buildings and structures | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 10 years | ||
Buildings and structures | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 30 years | ||
Typical Maximum Life Leasehold And Building Improvements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Typical Maximum Life Leasehold And Building Improvements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 40 years | ||
Prepaid Expenses and Other Current Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Assets held-for-sale | $ 45.4 | $ 44.3 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Maximum | Land improvements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 25 years |
Maximum | Buildings and structures | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 30 years |
Maximum | Leasehold and building improvements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 40 years |
Maximum | Machinery and equipment – vehicles | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Maximum | Machinery and equipment – other mining and production | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 50 years |
Maximum | Office furniture and equipment | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Maximum | Mineral interests | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 99 years |
Minimum | Land improvements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Minimum | Buildings and structures | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Minimum | Leasehold and building improvements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Minimum | Machinery and equipment – vehicles | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Minimum | Machinery and equipment – other mining and production | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year |
Minimum | Office furniture and equipment | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Minimum | Mineral interests | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 years |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) R$ in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 20, 2022 USD ($) | Aug. 20, 2021 USD ($) | Jul. 01, 2021 USD ($) | Jun. 28, 2021 BRL (R$) | May 04, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 07, 2022 USD ($) | Mar. 23, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Proceeds from sale of businesses | $ 348.6 | $ 0 | $ 61.2 | $ 348.6 | $ 0 | ||||||||
Goodwill | 57.8 | 56.4 | $ 57.8 | ||||||||||
Fermavi | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Potential proceeds from sale of investments | $ 2.9 | R$ 45.0 | |||||||||||
Deferred purchase price | R$ | R$ 30.0 | ||||||||||||
Discounted deferred proceeds receivable | $ 4.8 | ||||||||||||
North America Micronutrient Assets | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net loss on adjustment to fair value less estimated costs to sell | 30.6 | ||||||||||||
Specialty Plant Nutrition Bussines | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net gain on sale of business | $ 323.1 | ||||||||||||
Reporting unit (as a percent) | 84% | 84% | |||||||||||
Total reporting unit allocation at closing | $ 189.7 | R$ 951.6 | |||||||||||
Chemicals Business | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net loss on adjustment to fair value less estimated costs to sell | 90.2 | ||||||||||||
Adjustment to fair value less cost to sell | 52.9 | ||||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net gain on sale of business | 30.6 | 0 | 0 | ||||||||||
Release of accumulated currency translation adjustment | 9.9 | 17.5 | (4.2) | ||||||||||
Net loss on adjustment to fair value less estimated costs to sell | $ 209.8 | $ 0 | 0 | ||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Plant Nutrition, South America | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gross proceeds received | 421.1 | ||||||||||||
Working capital adjustments | 6.2 | ||||||||||||
Selling costs | 8.4 | ||||||||||||
Proceeds from sale of businesses | 318.4 | ||||||||||||
Debt assumed by ICL Brasil | $ 102.7 | ||||||||||||
Additional earn out payment | $ 18.5 | R$ 88.0 | |||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | North America Micronutrient Assets | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gross proceeds received | $ 56.7 | ||||||||||||
Selling costs | 0.5 | ||||||||||||
Net gain on sale of business | 30.6 | ||||||||||||
Release of accumulated currency translation adjustment | $ 2.8 | ||||||||||||
Goodwill | $ 6.8 | ||||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | South America Chemicals Business | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gross proceeds received | $ 51.5 | ||||||||||||
Selling costs | 2.4 | ||||||||||||
Net gain on sale of business | 23.1 | ||||||||||||
Release of accumulated currency translation adjustment | 49.5 | ||||||||||||
Cash on hand | $ 6.4 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Discontinued Operations (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |||||
Allowance for doubtful accounts | $ 0.2 | $ 0.2 | |||
Current assets held for sale | 9.9 | $ 0 | 9.9 | ||
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |||||
Current liabilities held for sale | 9.6 | 0 | 9.6 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Net loss on sale of business | (27.3) | $ 0 | 3.7 | (26.3) | $ 0 |
Net earnings (loss) from discontinued operations | (234.2) | $ 7.1 | 12.2 | (220.8) | 20.5 |
Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |||||
Cash and cash equivalents | 2.9 | 0 | 2.9 | ||
Receivables, less allowance for doubtful accounts of $0.2 in 2021 | 13.7 | 0 | 13.7 | ||
Inventories | 7.7 | 0 | 7.7 | ||
Property, plant and equipment, net | 35.6 | 0 | 35.6 | ||
Goodwill | 33.3 | 0 | 33.3 | ||
Loss recognized on held for sale classification | (90.2) | 0 | (90.2) | ||
Other | 6.9 | 0 | 6.9 | ||
Current assets held for sale | 9.9 | 0 | 9.9 | ||
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |||||
Current portion of long-term debt | 0 | 0 | 0 | ||
Accounts payable | 5.9 | 0 | 5.9 | ||
Accrued expenses and other current liabilities | 3.7 | 0 | 3.7 | ||
Current liabilities held for sale | 9.6 | 0 | $ 9.6 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Sales | 211.2 | 53.6 | 368.6 | ||
Gross profit | 47.2 | 22.4 | 97.3 | ||
Selling, general and administrative expenses | 27.6 | 3.5 | 54.9 | ||
Operating earnings | 19.6 | 18.9 | 42.4 | ||
Interest expense | 4.4 | 0.1 | 8.6 | ||
(Gain) loss on foreign exchange | (9.9) | (17.5) | 4.2 | ||
Net loss on sale of business | 90.2 | 23.1 | 0 | ||
Net loss on adjustment to fair value less estimated costs to sell | 209.8 | 0 | 0 | ||
Net gain on sale of business | (30.6) | 0 | 0 | ||
Other income, net | (1.5) | (0.6) | (1.8) | ||
Earnings (loss) from discontinued operations before income taxes | (242.8) | 13.8 | 31.4 | ||
Income tax expense (benefit) | (8.6) | 1.6 | 10.9 | ||
Net earnings (loss) from discontinued operations | (234.2) | 12.2 | 20.5 | ||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||||
Depreciation, depletion and amortization | 4.8 | 0 | 20.1 | ||
Deferred income taxes | (23.6) | 0.5 | (2.8) | ||
Unrealized foreign exchange (gain) loss | (19.1) | (3.1) | 4.3 | ||
Loss on impairment of long-lived assets | 300 | 23.1 | 0 | ||
Gain on sale of business | (30.6) | 0 | 0 | ||
Capital expenditures | (6.1) | (1.6) | (9.6) | ||
Changes in receivables | 4.2 | (4.8) | (17.9) | ||
Changes in inventories | (26.1) | (2) | (9.7) | ||
Changes in other assets | (20.5) | (4.7) | (4.3) | ||
Changes in accounts payable and accrued expenses and other current liabilities | (315.9) | (11.5) | 3.9 | ||
Proceeds from sale of businesses | 348.6 | 61.2 | 0 | ||
Proceeds from issuance of long-term debt | 21.8 | 0 | 57.6 | ||
Principal payments on long-term debt | (12) | 0 | (62.2) | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Shipping and handling cost | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Cost of goods and services sold | 10.2 | 2.8 | 16.3 | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Product cost | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Cost of goods and services sold | $ 153.8 | $ 28.4 | $ 255 |
REVENUES (Details)
REVENUES (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Payment terms | 30 days |
LEASES - Operating and Finance
LEASES - Operating and Finance Leases by Balance Sheets Location (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
ASSETS | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other | Other |
Operating lease assets | $ 58.1 | $ 48.6 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Finance lease assets | $ 3.3 | $ 5.5 |
Total lease assets | $ 61.4 | $ 54.1 |
Current liabilities: | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating | $ 16 | $ 14 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance | $ 1.1 | $ 1.2 |
Noncurrent liabilities: | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other noncurrent liabilities | Other noncurrent liabilities |
Operating | $ 44.4 | $ 37.1 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other noncurrent liabilities | Other noncurrent liabilities |
Finance | $ 2.1 | $ 4.3 |
Total lease liabilities | $ 63.6 | $ 56.6 |
LEASES - Operating and Financ_2
LEASES - Operating and Finance Leases by Income Statement Location (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Amortization of lease assets | $ 0.9 | $ 1.2 | $ 1.3 |
Interest on lease liabilities | 0.1 | 0.1 | 0.1 |
Operating lease cost | 13.2 | 18 | 16.7 |
Variable lease cost | 14 | 7.6 | 9.5 |
Total lease cost | $ 28.2 | $ 26.9 | $ 27.6 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Lease Maturities (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Operating Leases | |
2023 | $ 18 |
2024 | 14 |
2025 | 8.8 |
2026 | 7.9 |
2027 | 6.3 |
After 2027 | 12.5 |
Total lease payments | 67.5 |
Less: Interest | (7.1) |
Present value of lease liabilities | 60.4 |
Finance Leases | |
2023 | 1.2 |
2024 | 0.7 |
2025 | 0.1 |
2026 | 0.1 |
2027 | 0.1 |
After 2027 | 3 |
Total lease payments | 5.2 |
Less: Interest | (2) |
Present value of lease liabilities | 3.2 |
Total | |
2023 | 19.2 |
2024 | 14.7 |
2025 | 8.9 |
2026 | 8 |
2027 | 6.4 |
After 2027 | 15.5 |
Total lease payments | 72.7 |
Less: Interest | (9.1) |
Present value of lease liabilities | $ 63.6 |
LEASES - Schedule of Lease Term
LEASES - Schedule of Lease Terms and Discount Rates (Details) | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (years) | |||
Operating leases | 5 years 6 months | 5 years 8 months 12 days | 7 years 1 month 6 days |
Finance leases | 20 years 8 months 12 days | 16 years 8 months 12 days | 5 years 3 months 18 days |
Weighted-average discount rate | |||
Operating leases | 4% | 3.60% | 3.70% |
Finance leases | 3.20% | 3.10% | 3.50% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 12.9 | $ 18.2 | $ 14.8 |
Operating cash flows from finance leases | 0.1 | 0.1 | 0.1 |
Financing cash flows from finance leases | 1 | 1.3 | 1.6 |
Leased assets obtained in exchange for new operating lease liabilities | 5.7 | 26.4 | 16.5 |
Leased assets obtained in exchange for new finance lease liabilities | $ 2.2 | $ 0 | $ 1.8 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 251.6 | $ 272.6 |
Raw materials and supplies | 52.8 | 49.1 |
Total inventories | $ 304.4 | $ 321.7 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | $ 1,849.3 | $ 1,875.2 |
Less accumulated depreciation and depletion | (1,072.7) | (1,044.7) |
Property, plant and equipment, net | 776.6 | 830.5 |
Property plant and equipment under finance leases | 6.7 | 7.9 |
Property plant and equipment under finance leases, accumulated depreciation | 3.4 | 2.5 |
Land, buildings and structures and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | 534.8 | 539.3 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | 1,026.3 | 1,062.9 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | 56.8 | 55.7 |
Mineral interests | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | 167.1 | 172.5 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, before accumulated depreciation | $ 64.3 | $ 44.8 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible asset | $ 52.3 | $ 54.7 |
Accumulated amortization | (25.2) | (24.2) |
Net intangible assets | 27.1 | 30.5 |
Supply Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible asset | 26.4 | 28.6 |
Accumulated amortization | (6.2) | (6.2) |
Net intangible assets | 20.2 | 22.4 |
SOP Production Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible asset | 24.3 | 24.3 |
Accumulated amortization | (18.3) | (17.3) |
Net intangible assets | 6 | 7 |
Lease Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible asset | 1.6 | 1.8 |
Accumulated amortization | (0.7) | (0.7) |
Net intangible assets | $ 0.9 | $ 1.1 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Useful Life (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Supply Agreement | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 50 years |
SOP Production Rights | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 25 years |
Lease Rights | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 25 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1.2 | $ 1.6 | $ 1.6 |
Projected amortization expense over the next 5 years [Abstract] | |||
Projected amortization expense, minimum | 1 | ||
Projected amortization expense, maximum | $ 2 | ||
Remaining amortization period | 5 years | ||
Weighted-Average Amortization Period (in years) | 37 years | ||
Goodwill | 57.8 | $ 56.4 | |
Plant Nutrition | |||
Projected amortization expense over the next 5 years [Abstract] | |||
Goodwill | 51.8 | 50.9 | |
Water rights | |||
Projected amortization expense over the next 5 years [Abstract] | |||
Indefinite-lived intangible assets | 17.7 | 17.8 | |
Trade names | |||
Projected amortization expense over the next 5 years [Abstract] | |||
Indefinite-lived intangible assets | $ 0.6 | $ 0.5 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Net loss in equity investees | $ (0.5) | $ 0 | $ (5.2) | $ (0.5) | $ 0 |
Equity method investments | 5.8 | 46.6 | 5.8 | ||
Fortress | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in investee | $ 50 | ||||
Ownership interest in investment | 45% | ||||
Net loss in equity investees | $ 3.9 | 0 | |||
Basis difference | 27 | ||||
Equity method investments | 3.9 | 45.8 | 3.9 | ||
Other Immaterial Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net loss in equity investees | 1.3 | ||||
Equity method investments | $ 1.9 | $ 0.8 | $ 1.9 |
EQUITY METHOD INVESTMENTS - Sum
EQUITY METHOD INVESTMENTS - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Current assets | $ 531.4 | $ 531.4 | $ 562 | $ 531.4 | ||||||||
Current liabilities | 195.4 | 195.4 | 233.1 | 195.4 | ||||||||
Gross profit | $ 33.1 | $ 30.2 | $ 108.4 | $ 58.5 | $ 37.6 | $ 39.6 | $ 84.1 | $ 171.7 | $ 161.3 | 196.8 | $ 230.2 | $ 219.8 |
Fortress | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Current assets | 17.5 | |||||||||||
Noncurrent assets | 3 | |||||||||||
Current liabilities | 1.4 | |||||||||||
Noncurrent liabilities | 0.2 | |||||||||||
Sales | 0.3 | |||||||||||
Gross profit | (0.3) | |||||||||||
Net loss | $ (5.9) |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Current: | |||||
Federal | $ 4.9 | $ 8.8 | $ (25.2) | ||
State | 0.1 | (2) | 0 | ||
Foreign | 15.1 | 8.8 | 19.6 | ||
Total current | 20.1 | 15.6 | (5.6) | ||
Deferred: | |||||
Federal | (4) | 17.2 | 1.4 | ||
State | (2.9) | (1.6) | (1.5) | ||
Foreign | 1 | 3.8 | 7.6 | ||
Total deferred | (5.9) | 19.4 | 7.5 | ||
Total provision for income taxes | $ 14.2 | $ 10.3 | $ 35 | $ 5.8 | $ 1.9 |
INCOME TAXES - Components of Ea
INCOME TAXES - Components of Earnings Before Taxes and Tax Effect (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
U.S. loss | $ (27.6) | $ (68) | $ (6.4) | ||
Foreign income | 62.7 | 65.7 | 50.9 | ||
(Loss) earnings before income taxes from continuing operations | $ 35.1 | $ 38.2 | $ (2.3) | $ 41.4 | $ 44.5 |
U.S. federal statutory rate | 21% | 21% | 21% | ||
Computed tax at the U.S. federal statutory rate of 21% | $ 7.4 | $ (0.5) | $ 9.4 | ||
Foreign income rate differential, mining, and withholding taxes, net of U.S. federal deduction | 6.6 | 4.3 | 7.3 | ||
Percentage depletion in excess of basis | (1.7) | (5.7) | (4.4) | ||
Non-deductible compensation | 1 | 3.3 | 1.7 | ||
Other domestic tax reserves, net of reversals | 0.5 | (1.1) | (9.7) | ||
State income taxes, net of federal income tax benefit | (1.1) | (2.5) | (1.3) | ||
Change in valuation allowance on deferred tax asset | 1.8 | 37.5 | 2.2 | ||
Interest expense recognition differences | (2.8) | (2.8) | (3.5) | ||
GILTI/BEAT | 2.5 | 0 | 2.5 | ||
Tax on repatriated amounts | 0.1 | (0.3) | 0 | ||
Securities and Exchange Commission (the “SEC”) Settlement | 0 | 2.5 | 0 | ||
Other expense (income), net | (0.1) | 0.3 | (2.3) | ||
Total provision for income taxes | $ 14.2 | $ 10.3 | $ 35 | $ 5.8 | $ 1.9 |
Effective tax rate | 40% | (1522.00%) | 4% |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets | ||
Valuation allowance | $ (111.9) | $ (44.6) |
Net noncurrent deferred tax assets | 0 | 9.4 |
Deferred tax assets to be netted with deferred tax liabilities | ||
Property, plant and equipment | 58 | 52.2 |
Intangible asset | 4.6 | 5.9 |
Right of use lease asset | 14.8 | 2.5 |
Unrealized foreign exchange gain | 5.5 | 1.5 |
Other, net | 7.2 | 1.6 |
Total deferred tax liabilities | 90.1 | 63.7 |
Net deferred tax liabilities | 63.4 | 57.6 |
Other deferred assets | 3.3 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Plant Nutrition, South America | ||
Deferred tax assets | ||
Valuation allowance | (3.3) | |
Deferred tax asset, not to be netted | ||
Deferred tax assets | ||
Excess interest expense | 0 | 15 |
Foreign tax credit | 0 | 39.8 |
Right of use lease liability | 0 | 9.8 |
Stock-based compensation | 0 | 1.7 |
State tax credits | 0 | 6.2 |
Other, net | 0 | 9.4 |
Total deferred tax assets before valuation allowance | 0 | 81.9 |
Valuation allowance | 0 | (43.7) |
Total deferred tax assets | 0 | 38.2 |
Deferred tax liabilities, to be netted | ||
Deferred tax assets | ||
Total deferred tax liabilities to be netted with deferred tax assets | 0 | 28.8 |
Deferred tax assets to be netted with deferred tax liabilities | ||
Property, plant and equipment | 0 | 14.3 |
Right of use lease asset | 0 | 9.8 |
Other, net | 0 | 4.7 |
Deferred tax assets, to be netted | ||
Deferred tax assets | ||
Foreign tax credit | 39.4 | 0 |
Right of use lease liability | 14.8 | 2.5 |
Stock-based compensation | 2.2 | 0 |
State tax credits | 7 | 0 |
Other, net | 16 | 3.6 |
Net operating loss carryforwards | 23.1 | 0.9 |
Excess interest expense | 34 | 0 |
State capital losses | 2.1 | 0 |
Total deferred tax assets before valuation allowance | 138.6 | 7 |
Valuation allowance | (111.9) | (0.9) |
Total deferred tax assets | $ 26.7 | $ 6.1 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 111.9 | $ 44.6 |
Unrecognized tax benefits that would impact effective tax rate | 25.4 | |
Reductions related to release of uncertain tax positions due to expiration of statutes of limitations | 1.2 | |
Foreign tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 94.1 | 3.3 |
State and local jurisdiction | NOL Carryforwards Expire Beginning In 2035 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 3.2 | $ 0.3 |
State and local jurisdiction | NOL Carryforwards Expire Beginning In 2027 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 2.1 | |
Resolution with various taxing authorities | ||
Operating Loss Carryforwards [Line Items] | ||
Amount of tax benefit decrease management believes is reasonably possible | $ 2.4 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Unrecognized tax benefits [Roll forward] | |||
Balance at beginning of period | $ 37.9 | $ 38 | $ 46.5 |
Additions relating to tax positions taken in prior years | 0.2 | 0 | 1.6 |
Reductions relating to tax positions taken in prior years | 0 | (3.2) | (0.1) |
Reductions due to expiration of tax years | (0.1) | (1.2) | (10.1) |
Balance at end of period | $ 38 | $ 33.6 | $ 37.9 |
INCOME TAXES - Foreign Subsidia
INCOME TAXES - Foreign Subsidiaries (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||||
Accrued interest and penalties, net of reversals | $ 2.6 | $ 0.9 | $ 2 | ||
Interest and penalties | $ 24.8 | 24.8 | 25.7 | ||
Repatriation of foreign earnings | $ 42.5 | $ 150 | |||
Tax on repatriated amounts | $ 0.1 | ||||
Outside basis difference | 147.5 | ||||
State and local jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Repatriation of foreign earnings | 10 | ||||
Tax on repatriated amounts | 0.1 | $ 4.6 | |||
Canadian Provincial | |||||
Income Tax Contingency [Line Items] | |||||
Total reassessment amount including interest | 165.2 | ||||
Amount of security posted in the form of a performance bond | 124.9 | ||||
Amount of security posted in the form of cash | $ 36.2 |
PENSION PLANS AND OTHER BENEF_3
PENSION PLANS AND OTHER BENEFITS - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Amounts recognized in balance sheet [Abstract] | |||
Period of amortization of pension benefit obligations | 5 years | ||
Investments in marketable securities relating to deferred compensation arrangement | $ 2.1 | $ 1.8 | |
Pension Plan | |||
Amounts recognized in accumulated other comprehensive income, net of tax [Abstract] | |||
Actuarial net losses recognized in accumulated other comprehensive income, net of tax | 5.5 | 2.7 | $ 0.2 |
Accumulated other comprehensive income (loss) before adjustment of prior service costs | 6.4 | 3.4 | 0.3 |
Accumulated other comprehensive (income) loss related to prior service cost net of tax | 0.9 | 0.7 | 0.1 |
Other comprehensive income (loss) related to actuarial gains (losses), net of tax | 3 | 1.6 | (2.9) |
Other comprehensive income (loss) related to amortization of loss, net of tax | 0.9 | 0.4 | 0.8 |
Other comprehensive (income) loss related to prior service cost, net of tax | (0.1) | (0.1) | (0.1) |
Other comprehensive income (loss), impact of tax rate change | (0.6) | ||
Other comprehensive income (loss) related to foreign exchange | 0.8 | 1.3 | (0.3) |
Net periodic (benefit) cost expected in next fiscal year | 0.1 | ||
Amounts recognized in balance sheet [Abstract] | |||
Underfunded plan status recorded in noncurrent assets | 6 | ||
Noncurrent asset (liability) | 3.7 | 6 | |
Defined benefit pension plan | 65.7 | 36.7 | 73.3 |
Expense attributable to all Savings Plans | 7.1 | 9.7 | 12.5 |
Other Postretirement Benefits Plan | |||
Amounts recognized in balance sheet [Abstract] | |||
Defined benefit pension plan | $ 11.3 | $ 8.9 | $ 10.6 |
Discount rate (as a percent) | 3% | 5.10% | |
Ultimate trend rate (as a percent) | 4% | 4% | |
Equity funds | Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | 75% | ||
Bond funds | Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation | 25% |
PENSION PLANS AND OTHER BENEF_4
PENSION PLANS AND OTHER BENEFITS - Weighted-Average Asset Allocations and Fair Value of Plan Assets (Details) - Pension Plan - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 100% | 100% | |
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 42.7 | $ 69.4 | $ 72.1 |
Level One | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 5.8 | 1 | |
Level Two | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 36.9 | 68.4 | |
Level Three | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 0 | $ 0 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 13% | 1% | |
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 5.8 | $ 1 | |
Cash and cash equivalents | Level One | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 5.8 | 1 | |
Cash and cash equivalents | Level Two | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 0 | 0 | |
Cash and cash equivalents | Level Three | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 0 | $ 0 | |
Blended funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 37% | 49% | |
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 15.6 | $ 34 | |
Blended funds | Level One | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 0 | 0 | |
Blended funds | Level Two | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 15.6 | 34 | |
Blended funds | Level Three | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 0 | $ 0 | |
Bond funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 50% | 50% | |
Treasuries | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 21.3 | $ 34.4 | |
Treasuries | Level One | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 0 | 0 | |
Treasuries | Level Two | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | 21.3 | 34.4 | |
Treasuries | Level Three | |||
Fair value of pension plan assets [Abstract] | |||
Total pension assets | $ 0 | $ 0 |
PENSION PLANS AND OTHER BENEF_5
PENSION PLANS AND OTHER BENEFITS - Summary of Assumptions Used in Calculating Net Periodic Benefit Costs (Details) - Pension Plan | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 1.90% | 5.45% | 1.20% |
Expected return on plan assets | 3.10% | 5.05% | 3.10% |
PENSION PLANS AND OTHER BENEF_6
PENSION PLANS AND OTHER BENEFITS - Summary of Future Expected Benefit Payments (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | $ 2.4 |
2024 | 2.5 |
2025 | 2.6 |
2026 | 2.6 |
2027 | 2.7 |
2028-2032 | 14.6 |
Other Postretirement Benefits Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | 0.5 |
2024 | 0.6 |
2025 | 0.6 |
2026 | 0.5 |
2027 | 0.5 |
2028-2032 | $ 3.2 |
PENSION PLANS AND OTHER BENEF_7
PENSION PLANS AND OTHER BENEFITS - Summary of Changes in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Pension Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | $ 73.3 | $ 65.7 | |
Interest cost | 0.6 | 1.2 | $ 1.2 |
Actuarial loss | (4.6) | (18.9) | |
Benefits paid | (2.8) | (2.7) | |
Currency fluctuation adjustment | (0.8) | (8.6) | |
Benefit obligation at end of period | 65.7 | 36.7 | 73.3 |
Change in plan assets: | |||
Beginning balance | 72.1 | 69.4 | |
Actual return | 1 | (14.8) | |
Company contributions | 0 | 0.4 | |
Currency fluctuation adjustment | (0.9) | (9.6) | |
Benefits paid | (2.8) | (2.7) | |
Ending balance | 69.4 | 42.7 | 72.1 |
Overfunded status of the plan | 3.7 | 6 | |
Other Postretirement Benefits Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 10.6 | 11.3 | |
Service cost | 0.4 | 0.3 | |
Interest cost | 0.6 | 0.3 | |
Actuarial loss | 0 | (2) | |
Benefits paid | (0.4) | (0.2) | |
Currency fluctuation adjustment | 0.1 | (0.8) | |
Benefit obligation at end of period | $ 11.3 | $ 8.9 | $ 10.6 |
PENSION PLANS AND OTHER BENEF_8
PENSION PLANS AND OTHER BENEFITS - Summary of Components of Net Pension Expense (Details) - Pension Plan - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Interest cost on projected benefit obligation | $ 0.6 | $ 1.2 | $ 1.2 |
Prior service cost | (0.1) | (0.1) | (0.1) |
Expected return on plan assets | (1.6) | (2) | (1.9) |
Plan amendment | 0 | 0 | 0.1 |
Net amortization | 1.1 | 0.5 | 1 |
Net periodic pension (benefit) cost | $ 0 | $ (0.4) | $ 0.3 |
LONG TERM DEBT - Summary of Lon
LONG TERM DEBT - Summary of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 955.9 | $ 946 |
Less unamortized debt issuance costs | (8.3) | (10.6) |
Total debt | 947.6 | 935.4 |
Less current portion | 0 | 0 |
Long-term debt | $ 947.6 | 935.4 |
4.875% Senior Notes due July 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.875% | |
Total debt, gross | $ 250 | 250 |
Term Loan due January 2025 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 16.9 | 80.8 |
Revolving Credit Facility due January 2025 | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 151.5 | 88.4 |
6.75% Senior Notes due December 2027 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 6.75% | |
Total debt, gross | $ 500 | 500 |
AR Securitization Facility expires June 2025 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 37.5 | $ 26.8 |
LONG TERM DEBT - Additional Inf
LONG TERM DEBT - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 31, 2022 | Jun. 30, 2020 USD ($) subsidiary | Jun. 30, 2022 | Apr. 30, 2022 USD ($) | Jul. 31, 2021 USD ($) | Nov. 30, 2019 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 27, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument covenant maximum consolidated total net leverage ratio | 550% | 450% | |||||||||||
Capitalized deferred financing costs as result of amendment | $ 200,000 | $ 200,000 | |||||||||||
Repayments of debt | $ 394,800,000 | $ 46,700,000 | 109,100,000 | $ 427,300,000 | $ 79,200,000 | ||||||||
Debt outstanding | 946,000,000 | $ 955,900,000 | 946,000,000 | ||||||||||
Number of subsidiaries | subsidiary | 2 | ||||||||||||
Unallocated Financing Receivables | Account Receivable Financing Receivable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Financing receivable, term | 3 years | ||||||||||||
Revolving accounts receivable financing facility | $ 100,000,000 | ||||||||||||
2019 Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Weighted average interest rate on all borrowings outstanding | 5.70% | ||||||||||||
Term Loan due January 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of secured debt | $ 60,600,000 | ||||||||||||
Repayments credit facility | $ 265,000,000 | ||||||||||||
Repayments of debt | $ 41,700,000 | ||||||||||||
Debt outstanding | 80,800,000 | $ 16,900,000 | 80,800,000 | ||||||||||
Revolving Credit Facility | Revolving Credit Facility due January 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments credit facility | $ 35,000,000 | ||||||||||||
Debt outstanding | $ 88,400,000 | 151,500,000 | $ 88,400,000 | ||||||||||
Secured debt | Term Loan due January 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 400,000,000 | ||||||||||||
Principal payments as a percentage, years one and two | 2.50% | ||||||||||||
Principal payments as a percentage, years three through five | 5% | ||||||||||||
Line of credit | Revolving Credit Facility | Revolving Credit Facility due January 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, revolving credit facility | $ 300,000,000 | ||||||||||||
Maximum unrestricted cash | 50,000,000 | ||||||||||||
Amount of facility that may be drawn in Canadian dollars | 40,000,000 | ||||||||||||
Amount of facility that may be drawn in British pounds sterling | 10,000,000 | ||||||||||||
Remaining borrowing capacity | 134,900,000 | ||||||||||||
Line of credit | Letter of credit | Revolving Credit Facility due January 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, revolving credit facility | 50,000,000 | ||||||||||||
Outstanding letters of credit | $ 13,600,000 | ||||||||||||
Senior notes | Senior Notes due 2027 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 500,000,000 | ||||||||||||
Capitalized deferred financing costs as result of amendment | $ 8,200,000 | ||||||||||||
Stated interest rate (as a percent) | 6.75% | 6.75% | |||||||||||
Senior notes | Senior Notes July 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate (as a percent) | 4.875% |
LONG TERM DEBT - Future Maturit
LONG TERM DEBT - Future Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Future maturities of long-term debt [Abstract] | ||
2023 | $ 0 | |
2024 | 250 | |
2025 | 205.9 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 500 | |
Total | $ 955.9 | $ 946 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 29, 2022 USD ($) | Sep. 23, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) agreement | Dec. 31, 2020 USD ($) | |
Unions [Abstract] | |||||
Percentage of company's global workforce represented by labor unions | 50% | ||||
Number of collective bargaining agreements | agreement | 12 | ||||
Number of collective bargaining agreements expiring next year | agreement | 6 | ||||
Number of collective bargaining agreements expiring, current | agreement | 1 | ||||
Number of collective bargaining agreements expiring in two years | agreement | 3 | ||||
Number of collective bargaining agreements expiring in three years | agreement | 1 | ||||
Number of collective bargaining agreements expiring in each of the next four years | agreement | 1 | ||||
Royalties [Abstract] | |||||
Royalty expense | $ 13.6 | $ 20 | $ 16.3 | ||
Sales contracts [Abstract] | |||||
Guarantor obligations, performance bonds outstanding | 195 | ||||
Purchase commitments [Abstract] | |||||
Purchase commitments for next year | 10.5 | ||||
Purchase commitments in year two | 6.3 | ||||
Purchase commitments in year three | 5 | ||||
Purchase commitments in year four | 4.3 | ||||
Purchase commitments in year five | 4 | ||||
Purchase commitments after year five | $ 10.6 | ||||
S E C Investigation | |||||
Unions [Abstract] | |||||
Loss contingency, damages sought, value | $ 12 | ||||
Loss contingency, damages paid, value | $ 2 | ||||
Loss contingency accrual | $ 10 |
OPERATING SEGMENTS - Segment In
OPERATING SEGMENTS - Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||
Number of reportable segments (in segments) | segment | 2 | 2 | ||||||||||
Sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Operating earnings (loss) | 79 | 74.9 | 42.9 | 107.1 | 103 | |||||||
Depreciation, depletion and amortization | 89.8 | 113.7 | 117.8 | |||||||||
Total assets | 1,621 | 1,650.9 | 1,621 | 1,650.9 | 1,643.5 | 1,621 | ||||||
Capital expenditures | 65.7 | 95.1 | 75.3 | |||||||||
Reportable segments | Salt | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 671.1 | 1,010.3 | 779.4 | |||||||||
Operating earnings (loss) | 133.2 | 116.2 | 161 | |||||||||
Depreciation, depletion and amortization | 53.3 | 67 | 66.6 | |||||||||
Total assets | 1,040.2 | 1,020.8 | 1,040.2 | 1,020.8 | 1,020.6 | 1,040.2 | ||||||
Capital expenditures | 42 | 63.7 | 56.8 | |||||||||
Reportable segments | Plant Nutrition | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 156.8 | 222.3 | 215.4 | |||||||||
Operating earnings (loss) | 5.8 | 37.1 | 15.3 | |||||||||
Depreciation, depletion and amortization | 26.8 | 35.6 | 37.7 | |||||||||
Total assets | 458.9 | 496.5 | 458.9 | 496.5 | 475.1 | 458.9 | ||||||
Capital expenditures | 18.3 | 25.7 | 12.5 | |||||||||
Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 8.7 | 11.5 | 10.1 | |||||||||
Operating earnings (loss) | (60) | (110.4) | (73.3) | |||||||||
Depreciation, depletion and amortization | 9.7 | 11.1 | 13.5 | |||||||||
Total assets | $ 121.9 | $ 133.6 | 121.9 | 133.6 | 147.8 | 121.9 | ||||||
Capital expenditures | 5.4 | 5.7 | 6 | |||||||||
Intersegment sales | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | (4.5) | (6.4) | (5.4) | |||||||||
Intersegment sales | Salt | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Intersegment sales | Plant Nutrition | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 4.5 | 6.4 | 5.4 | |||||||||
Shipping and handling cost | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Shipping and handling cost | 220.1 | $ 174.6 | 379.5 | $ 295.8 | 250.3 | |||||||
Shipping and handling cost | Reportable segments | Salt | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Shipping and handling cost | 198.8 | 353.3 | 217.8 | |||||||||
Shipping and handling cost | Reportable segments | Plant Nutrition | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Shipping and handling cost | 21.3 | 26.2 | 32.5 | |||||||||
Shipping and handling cost | Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Shipping and handling cost | $ 0 | $ 0 | $ 0 |
OPERATING SEGMENTS - Informatio
OPERATING SEGMENTS - Information by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||||
Sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Executive transition costs | 3.8 | |||||||||||
Costs related to ongoing SEC investigation | 3.4 | 17.1 | ||||||||||
Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 8.7 | 11.5 | 10.1 | |||||||||
Salt | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 671.1 | 1,010.3 | 779.4 | |||||||||
Plant Nutrition | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 156.8 | 222.3 | 215.4 | |||||||||
Highway Deicing Salt | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 440.2 | 640.2 | 473.8 | |||||||||
Highway Deicing Salt | Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Highway Deicing Salt | Salt | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 440.2 | 640.2 | 473.8 | |||||||||
Highway Deicing Salt | Plant Nutrition | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Consumer & Industrial Salt | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 230.9 | 370.1 | 305.6 | |||||||||
Consumer & Industrial Salt | Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Consumer & Industrial Salt | Salt | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 230.9 | 370.1 | 305.6 | |||||||||
Consumer & Industrial Salt | Plant Nutrition | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
SOP | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 161.3 | 228.7 | 220.8 | |||||||||
SOP | Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
SOP | Salt | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
SOP | Plant Nutrition | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 161.3 | 228.7 | 220.8 | |||||||||
Eliminations & Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 4.2 | 5.1 | 4.7 | |||||||||
Eliminations & Other | Corporate & other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 8.7 | 11.5 | 10.1 | |||||||||
Eliminations & Other | Salt | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Eliminations & Other | Plant Nutrition | Reportable segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Sales | $ (4.5) | $ (6.4) | $ (5.4) |
OPERATING SEGMENTS - Informat_2
OPERATING SEGMENTS - Information by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Total long-lived assets | 1,093.8 | 1,099.2 | 1,093.8 | 1,073.7 | 1,093.8 | 1,099.2 | ||||||
United States | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total sales | 634.3 | 894.9 | 747.8 | |||||||||
Total long-lived assets | 570.7 | 524.9 | 570.7 | 612 | 570.7 | 524.9 | ||||||
Canada | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total sales | 141.3 | 278 | 207.2 | |||||||||
Total long-lived assets | 441.9 | 493.9 | 441.9 | 394.8 | 441.9 | 493.9 | ||||||
United Kingdom | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total sales | 57.5 | 57.7 | 41.6 | |||||||||
Total long-lived assets | 70.9 | 73.9 | 70.9 | 58.1 | 70.9 | 73.9 | ||||||
Other | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total sales | 3.5 | 13.5 | 8.3 | |||||||||
Total long-lived assets | $ 10.3 | $ 6.5 | $ 10.3 | $ 8.8 | $ 10.3 | $ 6.5 |
STOCKHOLDERS' EQUITY AND EQUI_3
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Summary of Plan Information (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | May 31, 2020 | May 31, 2015 | Dec. 31, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividends paid (in dollars per share) | $ 2.16 | $ 0.60 | $ 2.88 | ||||
Dividends payable (in dollars per share) | $ 0.15 | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||||
Preferred stock, shares issued (in shares) | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available from conversion (in shares) | 1 | ||||||
Series A preferred stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares designated as series A junior participating preferred stock (in shares) | 200,000 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period | 4 years | ||||||
Award expiration period | 7 years | ||||||
Number of shares available from conversion (in shares) | 1 | ||||||
2005 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized shares (in shares) | 3,240,000 | ||||||
2015 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized shares (in shares) | 3,000,000 | ||||||
2020 Incentive Award Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized shares (in shares) | 2,977,933 | ||||||
Share of common stock (in shares) | 750,000 | ||||||
Deferred compensation agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred stock units credited in period (in shares) | 15,136 | 12,643 | 42,313 | ||||
Deferred compensation agreement | Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reissued from treasury stock (in shares) | 19,828 | 41,225 | 8,525 | ||||
Deferred compensation agreement | Director | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted to directors (in shares) | 4,917 | 11,933 | 3,750 | ||||
Minimum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period | 1 year | ||||||
Minimum | TSR PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance period of PSUs | 2 years | ||||||
Percentage of shares earned | 0% | ||||||
Minimum | Growth PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of shares earned | 0% | ||||||
Maximum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service period | 3 years | ||||||
Maximum | TSR PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance period of PSUs | 3 years | ||||||
Maximum | Target Number Of Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of shares earned | 300% | ||||||
Maximum | Growth PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of shares earned | 300% |
STOCKHOLDERS' EQUITY AND EQUI_4
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Summary of Fair Value Assumptions and Methodology (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of options granted (in dollars per share) | $ 13.46 | $ 16.84 | $ 10.91 |
Expected term (years) | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days |
Expected volatility | 36.10% | 37.90% | 29.30% |
Dividend yield | 3.70% | 3.90% | 3.50% |
Risk-free interest rates | 0.40% | 1.10% | 1.60% |
STOCKHOLDERS' EQUITY AND EQUI_5
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Summary of Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Stock Options | |||
Stock option activity | |||
Outstanding at beginning of period (in shares) | 868,772 | 828,706 | 887,867 |
Granted (in shares) | 120,602 | 73,290 | 94,945 |
Exercised (in shares) | (23,731) | (3,861) | (4,454) |
Cancelled/Expired (in shares) | (136,937) | (123,555) | (109,586) |
Outstanding at end of period (in shares) | 828,706 | 774,580 | 868,772 |
Stock option weighted-average exercise price | |||
Outstanding at beginning of period (in dollars per share) | $ 63.06 | $ 61.56 | $ 64.21 |
Granted (in dollars per share) | 63.14 | 73.77 | 58.91 |
Exercised (in dollars per share) | 59.81 | 67.76 | 57.02 |
Cancelled/Expired (in dollars per share) | 72.79 | 74.15 | 69 |
Outstanding at end of period (in dollars per share) | $ 61.56 | $ 60.68 | $ 63.06 |
RSUs | |||
RSU and PSU activity | |||
Outstanding at beginning of period (in shares) | 207,982 | 223,499 | 217,413 |
Granted (in shares) | 95,287 | 103,363 | 95,276 |
Released from restriction (in shares) | (51,772) | (85,849) | (76,570) |
Cancelled/Expired (in shares) | (27,998) | (32,278) | (28,137) |
Outstanding at end of period (in shares) | 223,499 | 208,735 | 207,982 |
RSU and PSU weighted-average fair value | |||
Outstanding at beginning of period (in dollars per share) | $ 55.68 | $ 59 | $ 52.07 |
Granted (in dollars per share) | 63.52 | 66.36 | 58.24 |
Released from restriction (in dollars per share) | 53.37 | 56.88 | 50.03 |
Cancelled/Expired (in dollars per share) | 60.13 | 62.23 | 51.85 |
Outstanding at end of period (in dollars per share) | $ 59 | $ 63.02 | $ 55.68 |
PSUs | |||
RSU and PSU activity | |||
Outstanding at beginning of period (in shares) | 241,794 | 279,907 | 179,397 |
Granted (in shares) | 96,002 | 178,052 | 107,072 |
Released from restriction (in shares) | (16,496) | (28,666) | (11,575) |
Cancelled/Expired (in shares) | (41,393) | (97,934) | (33,100) |
Outstanding at end of period (in shares) | 279,907 | 331,359 | 241,794 |
RSU and PSU weighted-average fair value | |||
Outstanding at beginning of period (in dollars per share) | $ 65.57 | $ 64.90 | $ 61.43 |
Granted (in dollars per share) | 63.14 | 73.86 | 74.73 |
Released from restriction (in dollars per share) | 69.71 | 55.98 | 78.87 |
Cancelled/Expired (in dollars per share) | 62.77 | 61.44 | 68.18 |
Outstanding at end of period (in dollars per share) | $ 64.90 | $ 71.51 | $ 65.57 |
STOCKHOLDERS' EQUITY AND EQUI_6
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | 774,580 | 828,706 | 774,580 | |
Number of options outstanding that are exercisable (in shares) | 612,874 | 551,682 | 612,874 | |
Compensation expense related to stock-based compensation awards | $ 8.7 | $ 17.2 | $ 9.9 | |
Compensation expense paid in cash | $ 1.5 | 1 | 0.5 | |
Unrecorded compensation cost related to non-vested awards | 11.9 | $ 11.9 | ||
Unrecorded compensation cost, weighted average period of recognition | 1 year 10 months 24 days | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of options vested | 1.6 | $ 1.6 | 1.4 | |
Intrinsic value of stock options exercised during the period | $ 0.1 | 0.1 | $ 0.1 | |
Intrinsic value of options outstanding | 0 | 0 | ||
Intrinsic value of options exercisable | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY AND EQUI_7
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Summary of Exercise Price Range (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options outstanding (in shares) | 774,580 | 828,706 |
Weighted-average remaining contractual life (years) | 3 years 3 months 18 days | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 60.68 | |
Options exercisable (in shares) | 612,874 | |
Weighted-average remaining contractual life options exercisable | 2 years 9 months 18 days | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 59.31 | |
$53.75 - $54.10 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | 53.75 | |
Exercise price range, upper range limit (in dollars per share) | $ 54.10 | |
Options outstanding (in shares) | 252,245 | |
Weighted-average remaining contractual life (years) | 3 years 7 months 6 days | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 53.75 | |
Options exercisable (in shares) | 252,245 | |
Weighted-average remaining contractual life options exercisable | 3 years 7 months 6 days | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 53.75 | |
$54.11 - $59.21 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | 54.11 | |
Exercise price range, upper range limit (in dollars per share) | $ 59.21 | |
Options outstanding (in shares) | 109,863 | |
Weighted-average remaining contractual life (years) | 3 years 10 months 24 days | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 57.03 | |
Options exercisable (in shares) | 67,454 | |
Weighted-average remaining contractual life options exercisable | 3 years 8 months 12 days | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 56.72 | |
$59.22 - $61.32 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | 59.22 | |
Exercise price range, upper range limit (in dollars per share) | $ 61.32 | |
Options outstanding (in shares) | 120,426 | |
Weighted-average remaining contractual life (years) | 2 years 6 months | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 59.50 | |
Options exercisable (in shares) | 120,426 | |
Weighted-average remaining contractual life options exercisable | 2 years 6 months | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 59.50 | |
$61.33 - $68.53 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | 61.33 | |
Exercise price range, upper range limit (in dollars per share) | $ 68.53 | |
Options outstanding (in shares) | 165,515 | |
Weighted-average remaining contractual life (years) | 3 years 3 months 18 days | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 65.55 | |
Options exercisable (in shares) | 106,202 | |
Weighted-average remaining contractual life options exercisable | 2 years 2 months 12 days | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 66.89 | |
$68.54 - $74.49 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | 68.54 | |
Exercise price range, upper range limit (in dollars per share) | $ 74.49 | |
Options outstanding (in shares) | 126,531 | |
Weighted-average remaining contractual life (years) | 3 years 2 months 12 days | |
Weighted-average exercise price of options outstanding (in dollars per share) | $ 72.39 | |
Options exercisable (in shares) | 66,547 | |
Weighted-average remaining contractual life options exercisable | 7 months 6 days | |
Weighted-average exercise price of exercisable options (in dollars per share) | $ 70.53 |
STOCKHOLDERS' EQUITY AND EQUI_8
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | $ 378.3 | $ 293.1 | $ 517.7 |
Other comprehensive income (loss) before reclassifications | 52.9 | (50.6) | |
Amounts reclassified from AOCL | 140.4 | 45.8 | |
Net current period other comprehensive (loss) income | 193.3 | (4.8) | |
Ending balance | 293.1 | 256.4 | 378.3 |
Foreign exchange losses | (17.7) | 6.7 | (72.6) |
Gains and (Losses) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | 0.2 | 3.1 | |
Other comprehensive income (loss) before reclassifications | 5.4 | (0.8) | |
Amounts reclassified from AOCL | (2.5) | (3.9) | |
Net current period other comprehensive (loss) income | 2.9 | (4.7) | |
Ending balance | 3.1 | (1.6) | 0.2 |
Defined Benefit Pension | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | (9.4) | (5.4) | |
Other comprehensive income (loss) before reclassifications | 3.1 | 2.4 | |
Amounts reclassified from AOCL | 0.9 | 0.3 | |
Net current period other comprehensive (loss) income | 4 | 2.7 | |
Ending balance | (5.4) | (2.7) | (9.4) |
Other Post-Employment Benefits | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | 0 | ||
Other comprehensive income (loss) before reclassifications | 1.4 | ||
Amounts reclassified from AOCL | (0.1) | ||
Net current period other comprehensive (loss) income | 1.3 | ||
Ending balance | 0 | 1.3 | |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | (294.6) | (108.2) | |
Other comprehensive income (loss) before reclassifications | 44.4 | (53.6) | |
Amounts reclassified from AOCL | 142 | 49.5 | |
Net current period other comprehensive (loss) income | 186.4 | (4.1) | |
Ending balance | (108.2) | (112.3) | (294.6) |
Total | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | (303.8) | (110.5) | (192.2) |
Ending balance | $ (110.5) | $ (115.3) | $ (303.8) |
STOCKHOLDERS' EQUITY AND EQUI_9
STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS - Amount Reclassified from AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Interest expense | $ (44.3) | $ (47.2) | $ (55.2) | $ (59.8) | $ (62.7) | |||||||
Income tax expense (benefit) | 14.2 | 10.3 | 35 | 5.8 | 1.9 | |||||||
Net (loss) earnings | $ (56) | $ 57.1 | $ (214.4) | $ 28.1 | $ 4.3 | $ (3.3) | $ 34 | (213.3) | $ 35 | (25.1) | $ (185.2) | $ 63.1 |
Amount Reclassified from AOCL | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Net (loss) earnings | 140.4 | 45.8 | ||||||||||
Amount Reclassified from AOCL | Gains and (Losses) on Cash Flow Hedges | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Income tax expense (benefit) | 1.1 | 1.4 | ||||||||||
Net (loss) earnings | (2.5) | (3.9) | ||||||||||
Amount Reclassified from AOCL | Gains and (Losses) on Cash Flow Hedges | Commodity contracts | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Product cost | (1.1) | (5.3) | ||||||||||
Amount Reclassified from AOCL | Gains and (Losses) on Cash Flow Hedges | Foreign Exchange Contract | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Interest expense | (2.5) | 0 | ||||||||||
Amount Reclassified from AOCL | Defined Benefit Pension | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Product cost | 1 | 0.4 | ||||||||||
Income tax expense (benefit) | (0.1) | (0.1) | ||||||||||
Net (loss) earnings | 0.9 | 0.3 | ||||||||||
Amount Reclassified from AOCL | Other Post-Employment Benefits | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Product cost | 0 | (0.1) | ||||||||||
Income tax expense (benefit) | 0 | 0 | ||||||||||
Net (loss) earnings | 0 | (0.1) | ||||||||||
Amount Reclassified from AOCL | Reclassifications, CTA due to sale of foreign entity | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Net (loss) earnings | $ 142 | $ 49.5 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) R$ in Millions, MMBTU in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2020 USD ($) | Sep. 30, 2021 MMBTU | Sep. 30, 2022 USD ($) MMBTU | Apr. 30, 2021 BRL (R$) | |
Foreign Exchange Forward | ||||
Derivatives, Fair Value [Line Items] | ||||
Notional amount | R$ | R$ 500.0 | |||
Derivatives designated as hedging instruments | Commodity contracts | ||||
Derivatives, Fair Value [Line Items] | ||||
Percent of forecasted usage to be hedged | 90% | |||
Maximum length of time hedge in cash flow hedge | 36 months | |||
Notional amount (in MMBtus) | MMBTU | 2.1 | 3.8 | ||
Net gain (loss) to be reclassified from accumulated other comprehensive income to earnings during the next 12 months | $ 0.6 | |||
Derivatives not designated as hedging instruments | Foreign Exchange Contract | ||||
Derivatives, Fair Value [Line Items] | ||||
Notional amount | $ 89.9 | |||
Gain (loss) on foreign exchange, not designated as hedges | $ 3.1 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Hedged Items (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Netting of contracts in a receivable position against contracts in payable position | $ 2.9 | $ 0.3 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.9 | 4.5 |
Liability Derivatives | 4 | 0.3 |
Derivatives designated as hedging instruments | Commodity contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.7 | 4 |
Derivatives designated as hedging instruments | Commodity contracts | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 3.3 | 0.3 |
Derivatives designated as hedging instruments | Commodity contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.2 | 0.5 |
Derivatives designated as hedging instruments | Commodity contracts | Other noncurrent liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 0.7 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Activity Related to Other Comprehensive Income (Details) - Derivatives in Cash Flow Hedging Relationships - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount Recognized in OCI on Derivative (Effective Portion) | $ (5.1) | $ 0.1 |
Amount Reclassified from Accumulated OCI Into Income (Effective Portion) | 1.1 | 5.3 |
Commodity contracts | Product cost | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount Recognized in OCI on Derivative (Effective Portion) | (5.1) | 0.1 |
Amount Reclassified from Accumulated OCI Into Income (Effective Portion) | $ 1.1 | $ 5.3 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Estimated Fair Values (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | $ 2.1 | $ 1.8 |
Total Assets | 6.3 | 1.8 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | (2.1) | (1.8) |
Total Liabilities | (2.1) | (2.9) |
Derivatives – natural gas instruments, net | ||
Asset Class: | ||
Derivative Asset | $ 4.2 | |
Liability Class: | ||
Derivatives – natural gas instruments, net | $ (1.1) | |
Mutual Fund Investments | Common Stock of Large-cap U.S. Companies | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 30% | 30% |
Mutual Fund Investments | Common Stock of Small To Mid-cap U.S. Companies | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 10% | 5% |
Mutual Fund Investments | Common Stock of International Companies | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 10% | 10% |
Mutual Fund Investments | Bond Funds | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 15% | 15% |
Mutual Fund Investments | Short-term Investments | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 5% | 5% |
Mutual Fund Investments | Blended funds | Investment Benchmark | ||
Liability Class: | ||
Percentage of concentration risk | 30% | 35% |
Level One | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | $ 2.1 | $ 1.8 |
Total Assets | 2.1 | 1.8 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | (2.1) | (1.8) |
Total Liabilities | (2.1) | (1.8) |
Level One | Derivatives – natural gas instruments, net | ||
Asset Class: | ||
Derivative Asset | 0 | |
Liability Class: | ||
Derivatives – natural gas instruments, net | 0 | |
Level Two | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | 0 | 0 |
Total Assets | 4.2 | 0 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | 0 | 0 |
Total Liabilities | 0 | (1.1) |
Level Two | Derivatives – natural gas instruments, net | ||
Asset Class: | ||
Derivative Asset | 4.2 | |
Liability Class: | ||
Derivatives – natural gas instruments, net | (1.1) | |
Level Three | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | 0 | 0 |
Total Assets | 0 | 0 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | 0 | 0 |
Total Liabilities | 0 | 0 |
Level Three | Derivatives – natural gas instruments, net | ||
Asset Class: | ||
Derivative Asset | $ 0 | |
Liability Class: | ||
Derivatives – natural gas instruments, net | $ 0 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 30, 2019 |
Debt Instrument [Line Items] | |||
Mutual fund investments in a non-qualified savings plan | $ 1.8 | $ 2.1 | |
6.75% Senior Notes due December 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 6.75% | ||
Senior Notes July 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 4.875% | 4.875% | |
Senior notes | 6.75% Senior Notes due December 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 6.75% | ||
Senior notes | $ 468.9 | $ 532.9 | |
Senior notes | Senior Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 6.75% | 6.75% | |
Senior Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Debt instrument | $ 500 | 500 | |
Fair Value | Senior Notes July 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument | 235.9 | 260 | |
Fair Value | Credit agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument | 158.5 | 166.6 | |
Carrying Value | Senior Notes July 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument | 250 | 250 | |
Carrying Value | Credit agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument | $ 168.4 | $ 169.2 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||||||
Net earnings from continuing operations | $ (4.6) | $ (16.4) | $ 41.9 | $ 14.7 | $ (4.9) | $ (7.2) | $ 40 | $ 20.9 | $ 27.9 | $ (37.3) | $ 35.6 | $ 42.6 |
Less: Net earnings allocated to participating securities | (0.9) | (0.3) | (1.1) | |||||||||
Net (loss) earnings from continuing operations available to common stockholders | 20 | (37.6) | 41.5 | |||||||||
Net earnings (loss) from discontinued operations available to common stockholders | (234.2) | 12.2 | 20.5 | |||||||||
Net (loss) earnings available to common stockholders | $ (214.2) | $ (25.4) | $ 62 | |||||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding, shares for basic earnings per share (in shares) | 34,043 | 34,020 | 33,974 | 33,958 | 33,947 | 33,915 | 33,892 | 34,013 | 33,918 | 34,120 | 33,999 | 33,928 |
Weighted average equity awards outstanding (in shares) | 50 | 0 | 0 | |||||||||
Shares for diluted earnings per share (in shares) | 34,099 | 34,078 | 34,012 | 33,977 | 33,947 | 33,915 | 33,892 | 34,063 | 33,918 | 34,120 | 34,042 | 33,928 |
Basic net earnings from continuing operations per common share (in dollars per share) | $ (0.14) | $ (0.49) | $ 1.22 | $ 0.42 | $ (0.15) | $ (0.22) | $ 1.17 | $ 0.59 | $ 0.80 | $ (1.10) | $ 1.01 | $ 1.22 |
Basic net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Basic net (loss) earnings per common share (in dollars per share) | (1.65) | 1.64 | (6.32) | 0.82 | 0.12 | (0.11) | 0.99 | (6.30) | 1.01 | (0.74) | (5.48) | 1.83 |
Diluted net earnings from continuing operations per common share (in dollars per share) | (0.14) | (0.49) | 1.21 | 0.42 | (0.15) | (0.22) | 1.16 | 0.58 | 0.79 | (1.10) | 1 | 1.22 |
Diluted net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Diluted net (loss) earnings per common share (in dollars per share) | $ (1.65) | $ 1.63 | $ (6.32) | $ 0.81 | $ 0.11 | $ (0.11) | $ 0.99 | $ (6.30) | $ 1 | $ (0.74) | $ (5.48) | $ 1.82 |
Net earnings allocated to participating securities (in shares) | 426 | 407 | 397 | |||||||||
Stock options | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive weighted options outstanding (in shares) | 1,062 | 1,106 | 1,188 |
TRANSITION PERIOD COMPARATIVE_3
TRANSITION PERIOD COMPARATIVE DATA - Income Statement (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Gross profit | 33.1 | 30.2 | 108.4 | 58.5 | 37.6 | 39.6 | 84.1 | 171.7 | 161.3 | 196.8 | 230.2 | 219.8 |
Selling, general and administrative expenses | 92.7 | 86.4 | 153.9 | 123.1 | 116.8 | |||||||
Operating earnings | 79 | 74.9 | 42.9 | 107.1 | 103 | |||||||
Other expense (income): | ||||||||||||
Interest expense | 44.3 | 47.2 | 55.2 | 59.8 | 62.7 | |||||||
Gain on foreign exchange | (0.6) | (10.8) | (14.9) | 5.6 | (4.6) | |||||||
Net loss in equity investees | 0.5 | 0 | 5.2 | 0.5 | 0 | |||||||
Other (income) expense, net | (0.3) | 0.3 | (0.3) | (0.2) | 0.4 | |||||||
(Loss) earnings before income taxes from continuing operations | 35.1 | 38.2 | (2.3) | 41.4 | 44.5 | |||||||
Income tax expense from continuing operations | 14.2 | 10.3 | 35 | 5.8 | 1.9 | |||||||
Net (loss) earnings from continuing operations | (4.6) | (16.4) | 41.9 | 14.7 | (4.9) | (7.2) | 40 | 20.9 | 27.9 | (37.3) | 35.6 | 42.6 |
Net earnings (loss) from discontinued operations | (234.2) | 7.1 | 12.2 | (220.8) | 20.5 | |||||||
Net (loss) earnings | $ (56) | $ 57.1 | $ (214.4) | $ 28.1 | $ 4.3 | $ (3.3) | $ 34 | $ (213.3) | $ 35 | $ (25.1) | $ (185.2) | $ 63.1 |
Basic net earnings from continuing operations per common share (in dollars per share) | $ (0.14) | $ (0.49) | $ 1.22 | $ 0.42 | $ (0.15) | $ (0.22) | $ 1.17 | $ 0.59 | $ 0.80 | $ (1.10) | $ 1.01 | $ 1.22 |
Basic net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Basic net (loss) earnings per common share (in dollars per share) | (1.65) | 1.64 | (6.32) | 0.82 | 0.12 | (0.11) | 0.99 | (6.30) | 1.01 | (0.74) | (5.48) | 1.83 |
Diluted net earnings from continuing operations per common share (in dollars per share) | (0.14) | (0.49) | 1.21 | 0.42 | (0.15) | (0.22) | 1.16 | 0.58 | 0.79 | (1.10) | 1 | 1.22 |
Diluted net (loss) earnings from discontinued operations per common share (in dollars per share) | (6.89) | 0.21 | 0.36 | (6.49) | 0.60 | |||||||
Diluted net (loss) earnings per common share (in dollars per share) | $ (1.65) | $ 1.63 | $ (6.32) | $ 0.81 | $ 0.11 | $ (0.11) | $ 0.99 | $ (6.30) | $ 1 | $ (0.74) | $ (5.48) | $ 1.82 |
Basic (in shares) | 34,043 | 34,020 | 33,974 | 33,958 | 33,947 | 33,915 | 33,892 | 34,013 | 33,918 | 34,120 | 33,999 | 33,928 |
Diluted (in shares) | 34,099 | 34,078 | 34,012 | 33,977 | 33,947 | 33,915 | 33,892 | 34,063 | 33,918 | 34,120 | 34,042 | 33,928 |
Shipping and handling cost | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Shipping and handling cost | $ 220.1 | $ 174.6 | $ 379.5 | $ 295.8 | $ 250.3 | |||||||
Product cost | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Shipping and handling cost | $ 444.8 | $ 359.8 | $ 667.8 | $ 619.8 | $ 534.8 |
TRANSITION PERIOD COMPARATIVE_4
TRANSITION PERIOD COMPARATIVE DATA - Statement of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||||||||||
Net (loss) earnings | $ (56) | $ 57.1 | $ (214.4) | $ 28.1 | $ 4.3 | $ (3.3) | $ 34 | $ (213.3) | $ 35 | $ (25.1) | $ (185.2) | $ 63.1 | |
Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities: | |||||||||||||
Depreciation, depletion and amortization | 94.6 | 103.6 | 113.7 | 128.9 | 137.9 | ||||||||
Amortization of deferred financing costs | 2.4 | 2.4 | 2.9 | 3.2 | 3.2 | ||||||||
Refinancing of long-term debt | 0 | 0.1 | 0 | 0 | 0.1 | ||||||||
Stock-based compensation | 7.7 | 7.2 | 15.7 | 9.9 | 9.4 | ||||||||
Deferred income taxes | (29.5) | 4.7 | 19.9 | (29) | 5.2 | ||||||||
Unrealized gain on foreign exchange | (17.9) | (8.4) | (29.1) | (12.3) | (2.8) | ||||||||
Loss on impairment of long-lived assets | 300 | 0 | 23.1 | 300 | 0 | ||||||||
Net loss in equity investees | (0.6) | (0.4) | 5.2 | (1.6) | (1.4) | ||||||||
Loss (gain) on disposition of assets | (27.3) | 0 | 3.7 | (26.3) | 0 | ||||||||
Other, net | (0.1) | 5.7 | (0.1) | 0 | 6.8 | ||||||||
Changes in operating assets and liabilities, net of sale of businesses: | |||||||||||||
Receivables | 74.1 | 111 | (55) | (17.4) | 19.5 | ||||||||
Inventories | (52.3) | (107.6) | 6.3 | (21.7) | (77) | ||||||||
Other assets | (14.7) | 11 | (14.2) | (3.1) | 22.6 | ||||||||
Accounts payable and accrued expenses and other current liabilities | 49.2 | 21.8 | 55.1 | 23.7 | (3.7) | ||||||||
Other liabilities | (9.6) | 2.4 | (1.6) | (19.7) | (7.7) | ||||||||
Net cash provided by operating activities | 162.7 | 188.5 | 120.5 | 149.4 | 175.2 | ||||||||
Cash flows from investing activities: | |||||||||||||
Capital expenditures | (71.8) | (62.9) | (96.7) | (93.8) | (84.9) | ||||||||
Proceeds from sale of businesses | 348.6 | 0 | 61.2 | 348.6 | 0 | ||||||||
Investments in equity method investees | (4.2) | (1.3) | (46.3) | (5) | (2) | ||||||||
Other, net | 3.6 | (1) | 1.8 | 3.4 | (1.3) | ||||||||
Net cash (used in) provided by investing activities | 276.2 | (65.2) | (80) | 253.2 | (88.2) | ||||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from revolving credit facility borrowings | 349.4 | 144.3 | 466.2 | 505.1 | 300 | ||||||||
Principal payments on revolving credit facility borrowings | (391.3) | (204.1) | (403.1) | (516.9) | (329.7) | ||||||||
Proceeds from issuance of long-term debt | 70.9 | 66.1 | 55.9 | 120.6 | 115.8 | ||||||||
Principal payments on long-term debt | (394.8) | (46.7) | (109.1) | (427.3) | (79.2) | ||||||||
Dividends paid | (73.1) | (74.2) | (20.8) | (98) | (99.1) | ||||||||
Deferred financing costs | (0.1) | (1.1) | (0.4) | (0.1) | (1) | ||||||||
Proceeds from stock option exercised | 1.4 | 0 | 0.3 | 1.6 | 0 | ||||||||
Shares withheld to satisfy employee tax obligations | (1.2) | (1.2) | (2) | (1.3) | (1.1) | ||||||||
Other, net | (0.8) | (1.4) | (1.3) | (1.2) | (1.9) | ||||||||
Net cash used in financing activities | (439.6) | (118.3) | (14.3) | (417.5) | (96.2) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0.7 | (5.6) | (1.1) | 1.8 | (4.5) | ||||||||
Net change in cash and cash equivalents | 0 | (0.6) | 25.1 | (13.1) | (13.7) | ||||||||
Cash and cash equivalents, beginning of the year | 21 | 21 | 34.1 | 21 | 34.1 | 46.1 | 21 | 21 | $ 34.7 | ||||
Cash and cash equivalents, end of period | 21 | 21 | 34.1 | 21 | 34.1 | 46.1 | 21 | 21 | |||||
Less: cash and cash equivalents included in current assets held for sale | (2.9) | (10.4) | (25.3) | (2.9) | (25.3) | 0 | (2.9) | (10.4) | |||||
Cash and cash equivalents of continuing operations, end of period | $ 18.1 | $ 10.6 | $ 8.8 | 18.1 | 8.8 | 46.1 | 18.1 | 10.6 | |||||
Supplemental cash flow information: | |||||||||||||
Interest paid, net of amounts capitalized | 38.6 | 43.3 | 52.9 | 60.4 | 65 | ||||||||
Income taxes paid, net of refunds | $ 41.8 | $ (18.5) | $ 17.3 | $ 50 | $ (10.3) |
QUARTERLY RESULTS (Details)
QUARTERLY RESULTS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Sales | $ 211.7 | $ 199.4 | $ 425.5 | $ 309.2 | $ 174.6 | $ 175.2 | $ 345.9 | $ 836.6 | $ 695.7 | $ 1,244.1 | $ 1,145.8 | $ 1,004.9 |
Gross profit | 33.1 | 30.2 | 108.4 | 58.5 | 37.6 | 39.6 | 84.1 | 171.7 | 161.3 | 196.8 | 230.2 | 219.8 |
Net earnings (loss) from continuing operations | $ (4.6) | $ (16.4) | $ 41.9 | $ 14.7 | $ (4.9) | $ (7.2) | $ 40 | $ 20.9 | $ 27.9 | $ (37.3) | $ 35.6 | $ 42.6 |
Net earnings (loss) from continuing operations per share, basic (in dollars per share) | $ (0.14) | $ (0.49) | $ 1.22 | $ 0.42 | $ (0.15) | $ (0.22) | $ 1.17 | $ 0.59 | $ 0.80 | $ (1.10) | $ 1.01 | $ 1.22 |
Net earnings (loss) from continuing operations per share, diluted (in dollars per share) | $ (0.14) | $ (0.49) | $ 1.21 | $ 0.42 | $ (0.15) | $ (0.22) | $ 1.16 | $ 0.58 | $ 0.79 | $ (1.10) | $ 1 | $ 1.22 |
Net earnings (loss) | $ (56) | $ 57.1 | $ (214.4) | $ 28.1 | $ 4.3 | $ (3.3) | $ 34 | $ (213.3) | $ 35 | $ (25.1) | $ (185.2) | $ 63.1 |
Net earnings (loss) per share, basic (in dollars per share) | $ (1.65) | $ 1.64 | $ (6.32) | $ 0.82 | $ 0.12 | $ (0.11) | $ 0.99 | $ (6.30) | $ 1.01 | $ (0.74) | $ (5.48) | $ 1.83 |
Net earnings (loss) per share, diluted (in dollars per share) | $ (1.65) | $ 1.63 | $ (6.32) | $ 0.81 | $ 0.11 | $ (0.11) | $ 0.99 | $ (6.30) | $ 1 | $ (0.74) | $ (5.48) | $ 1.82 |
Basic weighted-average shares outstanding (in shares) | 34,043 | 34,020 | 33,974 | 33,958 | 33,947 | 33,915 | 33,892 | 34,013 | 33,918 | 34,120 | 33,999 | 33,928 |
Diluted weighted-average shares outstanding (in shares) | 34,099 | 34,078 | 34,012 | 33,977 | 33,947 | 33,915 | 33,892 | 34,063 | 33,918 | 34,120 | 34,042 | 33,928 |
Loss contingency accrual, payments | $ 0.3 | $ 2.8 | $ 1.6 | |||||||||
Release of domestic tax reserve | $ 11 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 15, 2022 | Oct. 18, 2022 | Sep. 14, 2022 |
Private Placement | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 6,830,700 | ||
Sale of Stock, Price (in dollars per share) | $ 36.87 | ||
Aggregate gross proceeds | $ 252 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash dividend declared (in dollars per share) | $ 0.15 | ||
Subsequent Event | Koch Minerals & Trading, LLC | |||
Subsequent Event [Line Items] | |||
Ownership by noncontrolling interest (as a percent) | 17% | ||
Subsequent Event | Private Placement | |||
Subsequent Event [Line Items] | |||
Advancement of development project | $ 200 | ||
Portion to reduce debt | $ 52 |
Schedule II - Valuation Reser_2
Schedule II - Valuation Reserves (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Plant Nutrition, South America | |||
Valuation Reserves [Roll Forward] | |||
Balance at the Beginning of the Period | $ 14.2 | ||
Balance at the End of the Period | $ 14.2 | ||
Deducted from Receivables — Allowance for Doubtful Accounts | |||
Valuation Reserves [Roll Forward] | |||
Balance at the Beginning of the Period | 3.9 | 3 | $ 2.6 |
Additions Charged to Expense | 2.3 | 3.4 | 5.6 |
Deductions | (3.2) | (3) | (4.3) |
Balance at the End of the Period | 3 | 3.4 | 3.9 |
Deducted from Deferred Income Taxes — Valuation Allowance | |||
Valuation Reserves [Roll Forward] | |||
Balance at the Beginning of the Period | 42.7 | 44.6 | 39.9 |
Additions Charged to Expense | 1.9 | 79.5 | 2.8 |
Deductions | 0 | (12.2) | 0 |
Balance at the End of the Period | $ 44.6 | $ 111.9 | $ 42.7 |