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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 $189.7 million at closing in fiscal 2021). An allocation of goodwill related to the former Plant Nutrition South America segment was not required as the entire segment and related goodwill was classified as held for sale in each period.
The information below sets forth selected financial information related to the operating results of the Specialty Businesses classified as discontinued operations. The Specialty Businesses’ revenue and expenses have been reclassified to net earnings (loss) from discontinued operations in prior periods. The Consolidated Balance Sheets present the assets and liabilities that were reclassified from the specified line items to assets and liabilities held for sale and the Consolidated Statements of Operations present the revenue and expenses that were reclassified from the specified line items to discontinued operations.
The following table represents summarized amounts of assets and liabilities held for sale on the Consolidated Balance Sheets (in millions):
September 30,
2022		September 30,
2021
Cash and cash equivalents$— $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 EndedNine Months EndedFiscal Year Ended
September 30,
2022		September 30,
2021		December 31,
2020
Sales$53.6 $211.2 $368.6 
Shipping and handling cost2.8 10.2 16.3 
Product cost28.4 153.8 255.0 
Gross profit22.4 47.2 97.3 
Selling, general and administrative expenses3.5 27.6 54.9 
Operating earnings18.9 19.6 42.4 
Interest expense0.1 4.4 8.6 
(Gain) loss on foreign exchange(17.5)(9.9)4.2 
Net loss on sale of business23.1 209.8 — 
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 taxes13.8 (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 EndedNine Months EndedFiscal Year Ended
September 30,
2022		September 30,
2021		December 31,
2020
Depreciation, depletion and amortization$— $4.8 $20.1 
Deferred income taxes0.5 (23.6)(2.8)
Unrealized foreign exchange (gain) loss(3.1)(19.1)4.3 
Loss on impairment of long-lived assets23.1 300.0 — 
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 businesses61.2 348.6 — 
Proceeds from issuance of long-term debt— 21.8 57.6 
Principal payments on long-term debt— (12.0)(62.2)