Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2021 | |
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, City or Town | Overland Park | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66210 | |
City Area Code | 913 | |
Local Phone Number | 344-9200 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | CMP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,099,521 | |
Entity Central Index Key | 0001227654 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20.3 | $ 18.1 |
Receivables, less allowance for doubtful accounts of $3.8 at December 31, 2021 and $3.0 at September 30, 2021 | 199.7 | 132.8 |
Inventories | 307.7 | 321.7 |
Current assets held for sale | 5.7 | 9.9 |
Other | 51.8 | 48.9 |
Total current assets | 585.2 | 531.4 |
Property, plant and equipment, net | 814.3 | 830.5 |
Intangible assets, net | 48.2 | 48.8 |
Goodwill | 57.7 | 57.8 |
Equity method investments | 33.4 | 5.8 |
Other | 154.3 | 156.6 |
Total assets | 1,693.1 | 1,630.9 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Accounts payable | 99.8 | 90 |
Accrued salaries and wages | 16.9 | 20.7 |
Accrued interest | 8.9 | 14.3 |
Current liabilities held for sale | 9.4 | 9.6 |
Accrued expenses and other current liabilities | 62.4 | 60.8 |
Total current liabilities | 197.4 | 195.4 |
Long-term debt, net of current portion | 1,004.9 | 935.4 |
Deferred income taxes, net | 57.8 | 57.6 |
Other noncurrent liabilities | 145 | 149.4 |
Commitments and contingencies (Note 9) | ||
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 | 139.7 | 136.3 |
Treasury stock, at cost — 1,302,757 shares at December 31, 2021 and 1,313,690 shares at September 30, 2021 | (5.5) | (5.5) |
Retained earnings | 269.6 | 272.4 |
Accumulated other comprehensive loss | (116.2) | (110.5) |
Total stockholders’ equity | 288 | 293.1 |
Total liabilities and stockholders’ equity | $ 1,693.1 | $ 1,630.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Allowance for doubtful accounts | $ 3.8 | $ 3 |
Stockholders’ equity: | ||
Common stock, par or stated value per share (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) | 1,302,757 | 1,313,690 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales | $ 331.5 | $ 309.2 |
Gross profit | 59.9 | 58.5 |
Selling, general and administrative expenses | 39.5 | 30.4 |
Operating earnings | 20.4 | 28.1 |
Other expense (income): | ||
Interest expense | 13.9 | 15.5 |
(Gain) loss on foreign exchange | (0.4) | 6.2 |
Other expense, net | 0.2 | 0.1 |
Earnings from continuing operations before income taxes | 6.7 | 6.3 |
Income tax benefit from continuing operations | (1.2) | (8.4) |
Net earnings from continuing operations | 7.9 | 14.7 |
Net (loss) earnings from discontinued operations | (5.5) | 13.4 |
Net earnings | $ 2.4 | $ 28.1 |
Basic net earnings from continuing operations per common share (in dollars per share) | $ 0.23 | $ 0.42 |
Basic net (loss) earnings from discontinued operations per common share (in dollars per share) | (0.16) | 0.40 |
Basic net earnings per common share (in dollars per share) | 0.07 | 0.82 |
Diluted net earnings from continuing operations per common share (in dollars per share) | 0.23 | 0.42 |
Diluted net (loss) earnings from discontinued operations per common share (in dollars per share) | (0.16) | 0.40 |
Diluted net earnings per common share (in dollars per share) | $ 0.07 | $ 0.81 |
Weighted-average common shares outstanding (in thousands): | ||
Basic (in shares) | 34,060 | 33,958 |
Diluted (in shares) | 34,089 | 33,977 |
Shipping and handling cost | ||
Cost | $ 95.7 | $ 75.7 |
Product cost | ||
Cost | $ 175.9 | $ 175 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 2.4 | $ 28.1 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) from change in pension obligations, net of tax of $0.0 and $0.9 for the three months ended December 31, 2021 and 2020, respectively | 0.1 | (3) |
Unrealized (loss) gain on cash flow hedges, net of tax of $0.7 and $(0.3) the three months ended December 31, 2021 and 2020, respectively | (2) | 0.7 |
Cumulative translation adjustment | (3.8) | 55.2 |
Comprehensive (loss) income | $ (3.3) | $ 81 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain from change in pension obligations, tax | $ 0 | $ 0.9 |
Unrealized gain (loss) on cash flow hedges, tax | $ 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) Income |
Beginning balance at Sep. 30, 2020 | $ 319.9 | $ 0.4 | $ 124.5 | $ (4.4) | $ 556.1 | $ (356.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | 81 | 28.1 | 52.9 | |||
Dividends on common stock | (24.9) | 0.2 | (25.1) | |||
Stock options exercised, net of shares withheld for taxes | 0.2 | 0.2 | ||||
Shares issued for stock units, net of shares withheld for taxes | (0.1) | (0.1) | ||||
Stock-based compensation | 2.2 | 2.2 | ||||
Ending balance at Dec. 31, 2020 | 378.3 | 0.4 | 127 | (4.4) | 559.1 | (303.8) |
Beginning balance at Sep. 30, 2021 | 293.1 | 0.4 | 136.3 | (5.5) | 272.4 | (110.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | (3.3) | 2.4 | (5.7) | |||
Dividends on common stock | (5.3) | (0.1) | (5.2) | |||
Stock options exercised, net of shares withheld for taxes | 0.2 | 0.2 | ||||
Stock-based compensation | 3.3 | 3.3 | ||||
Ending balance at Dec. 31, 2021 | $ 288 | $ 0.4 | $ 139.7 | $ (5.5) | $ 269.6 | $ (116.2) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends per share (in dollars per share) | $ 0.15 | $ 0.72 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net earnings | $ 2.4 | $ 28.1 |
Adjustments to reconcile net earnings to net cash flows provided by operating activities: | ||
Depreciation, depletion and amortization | 28.3 | 34.3 |
Amortization of deferred financing costs | 0.7 | 0.8 |
Stock-based compensation | 3.3 | 2.2 |
Deferred income taxes | (1.4) | 0.5 |
Unrealized foreign exchange loss | 2.2 | 5.6 |
Loss on impairment of long-lived assets | 8.4 | 0 |
Other, net | 0.5 | 0.1 |
Changes in operating assets and liabilities, net of sale: | ||
Receivables | (68.8) | (91.5) |
Inventories | 12.6 | 30.6 |
Other assets | (1.2) | 11.6 |
Accounts payable and accrued expenses and other current liabilities | 2.7 | (25.5) |
Other liabilities | (4) | (10.1) |
Net cash used in operating activities | (14.3) | (13.3) |
Net cash used in investing activities | ||
Capital expenditures | (14.5) | (22) |
Equity method investments | (28.2) | (0.8) |
Other, net | 1.5 | (0.2) |
Net cash used in investing activities | (41.2) | (23) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility borrowings | 162.4 | 155.7 |
Principal payments on revolving credit facility borrowings | (122.8) | (125.6) |
Proceeds from issuance of long-term debt | 32.5 | 49.7 |
Principal payments on long-term debt | (3.3) | (32.5) |
Dividends paid | (5.3) | (24.9) |
Proceeds from stock option exercised | 0.2 | 0.2 |
Shares withheld to satisfy employee tax obligations | 0 | (0.1) |
Other, net | (0.4) | (0.4) |
Net cash provided by financing activities | 63.3 | 22.1 |
Effect of exchange rate changes on cash and cash equivalents | 0.1 | 1.1 |
Net change in cash and cash equivalents | 7.9 | (13.1) |
Cash and cash equivalents, beginning of the year | 21 | 34.1 |
Cash and cash equivalents, end of period | 28.9 | 21 |
Less: cash and cash equivalents included in current assets held for sale | (8.6) | (10.5) |
Cash and cash equivalents of continuing operations, end of period | 20.3 | 10.5 |
Supplemental cash flow information: | ||
Interest paid, net of amounts capitalized | 18.6 | 21.8 |
Income taxes paid, net of refunds | $ 5.5 | $ 8.2 |
Accounting Policies and Basis o
Accounting Policies and Basis of Presentation | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies and Basis of Presentation | Accounting Policies and Basis of Presentation: Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, the “Company”), is a leading producer 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 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. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. 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 to businesses located in the U.K. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the U.K. include only England, Scotland and Wales. References to “Compass Minerals,” “our,” “us” and “we” refer to CMI and its consolidated subsidiaries. CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The 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. 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. Any difference in the Company’s cost in comparison to its underlying interest in the net assets of equity method companies that is allocated to intangible assets is amortized over the estimated useful lives of the related intangible assets. The Company’s investment in Fortress North America, LLC (“Fortress”) is accounted for under the equity method of accounting. On November 2, 2021, the Company announced a $45 million equity investment in Fortress, building upon a previous $5 million investment as part of the Company’s strategy to strengthen and grow its essential minerals business. Fortress is a development stage company that intends to achieve commercialization of its magnesium chloride-based fire-retardant products to help combat wildfires. As of December 31, 2021, the Company had invested $32 million in Fortress in exchange for an ownership interest of approximately 37%. In January 2022, the Company invested the remaining $18 million of its total $50 million investment bringing its ownership interest in Fortress to approximately 45%. Under the equity method of accounting, the Company reflects its proportionate share of the income or loss of Fortress, net of tax, in its results each period on a one quarter reporting lag. For the quarter ended December 31, 2021 and the fiscal year ended September 30, 2021, the Company recorded immaterial losses as its share of Fortress’ net losses for each period presented. 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 $30 million as of December 31, 2021. The Company’s initial estimates indicate this primarily represents incremental value attributable to intangible assets and goodwill that has not been recognized in the financial statements of Fortress. The Company has the right to purchase units from other Fortress unit holders, subject to certain conditions. Additionally, the Company has the right of first refusal to purchase all or any portion of any available Fortress units, subject to certain conditions. The balance of the Company’s net investment in Fortress of $31.4 million and $3.9 million is recorded in equity method investments in the Consolidated Balance Sheets as of December 31, 2021 and September 30, 2021, respectively. The Company also has other immaterial equity investments of $2.0 million and $1.9 million as of December 31, 2021 and September 30, 2021, respectively. During 2021, the Company transitioned to a September 30 fiscal year end. The nine-month period from January 1, 2021 to September 30, 2021, served as a transition period, and the Company filed one-time, nine-month transitional financial statements for the transition period in a Transition Report on Form 10-KT filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2021. Prior to the transition period, the Company’s fiscal year was the calendar year ending on December 31. The Company’s fiscal year 2022 (or “fiscal 2022”) commenced on October 1, 2021 and ends on September 30, 2022. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the transition period ended September 30, 2021, as filed with the SEC in its Transition Report on Form 10-KT on November 30, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. The Company experiences a substantial amount of seasonality in its sales, including its deicing salt product sales. As a result, Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters (ending June 30 and September 30) of each year. In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the products are used. Following industry practice in North America and the U.K., the Company seeks to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Production of deicing salt can also vary based on the severity or mildness of the preceding winter season. Due to the seasonal nature of the deicing product lines, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. The Company’s plant nutrition business is also seasonal. As a result, the Company and its customers generally build inventories during the plant nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors). Significant Accounting Policies The Company’s significant accounting policies are detailed in “Note 2 – Summary of Significant Accounting Policies” within Part II, Item 8 of its Transition Report on Form 10-KT for the transition period ended September 30, 2021. The Company reports its financial results from discontinued operations and continuing operations separately to recognize the financial impact of disposal transactions apart from ongoing operations. Discontinued operations reporting occurs when a component or a group of components of an entity has been disposed 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. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations. See Note 2 for information on discontinued operations and Note 10 for information on the Company’s reportable segments. 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 Financial Accounting Standards Board 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. 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 with the Company’s Plant Nutrition North America segment, which has been renamed the Plant Nutrition segment as of March 31, 2021. As of December 31, 2021, the Company has two reportable segments, Salt and Plant Nutrition, as discussed further in Note 10 . 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 quarter ended March 31, 2021. In addition, the Company believes there is a single disposal plan representing a strategic shift that will have a material effect on its operations and financial results. Consequently, the Specialty Businesses qualify for presentation as assets and liabilities held for sale and discontinued operations in accordance with 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 for both periods presented and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for each period presented. Interest expense attributed to discontinued operations represents interest expense for loans in Brazil by 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 2 , on May 4, 2021, July 1, 2021 and August 20, 2021, the Company completed the sales of a component of its North America micronutrient business, its South America specialty plant nutrition business and its investment in Fermavi, respectively. In the quarter ended June 30, 2021, the Company abandoned the remaining inventory of its North America micronutrient product business and has reclassified its remaining product lines as discontinued operations for all periods presented. The Company continues to actively pursue the sale of the South America chemicals business and believes the sale is probable to occur within the next twelve months. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Dec. 31, 2021 | |
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, following a reduction in proceeds of $6.2 million in working capital adjustments (finalized in the quarter ended September 30, 2021), comprised of cash in the amount of approximately $318.4 million and an additional $102.7 million in net debt assumed by ICL Brasil Ltda. The terms of the definitive agreement provide for an additional earn-out payment of up to R$88 million Brazilian reais, payable in fiscal 2022 and which will be calculated on a sliding scale if the South America specialty plant nutrition business achieves certain full-calendar year 2021 earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance targets. The Brazil debt was deducted from gross proceeds from the transaction. At the closing of the transaction, the parties also entered into a Reverse Transition Services Agreement, which governs the parties’ respective rights and obligations with respect to the provision of certain transition services to the Company’s Brazil subsidiaries after closing. The Reverse Transition Services Agreement has a term of 18 months and allows the Company’s remaining Brazil subsidiaries to assign their rights and obligations with respect to the transition services to any buyer of a sufficient portion of their assets. 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 Brazilian reais 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). 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 will update the analysis each quarter until the Company’s South America chemicals business is sold. Accordingly, management evaluated indicators of fair value of the Company’s South America chemicals business as of December 31, 2021, including indications of fair value received from third parties in connection with the marketing of the remaining business. The amount of CTA loss within accumulated other comprehensive loss (“AOCL”) on the Company’s Consolidated Balance Sheets related to the South America chemical business was considered in the Company’s determination of the adjustment to fair value less estimated costs to sell. The Company recorded a loss on the sale of its South American specialty plant nutrition business and its investment in Fermavi totaling approximately $209.8 million and a non-cash impairment loss for the remaining chemical business of approximately $98.6 million (including $8.4 million recorded in the first quarter of fiscal 2022), which included the effect of the significant weakening of the Brazilian real against the U.S. dollar. 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 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 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 Consolidated Balance Sheet information of assets and liabilities held for sale (in millions): December 31, September 30, Cash and cash equivalents $ 8.6 $ 2.9 Receivables, less allowance for doubtful accounts of $0.2 at both December 31, 2021 and September 30, 2021, respectively 14.6 13.7 Inventories 8.1 7.7 Property, plant and equipment, net 34.2 35.6 Goodwill 32.5 33.3 Loss recognized on held for sale classification (98.6) (90.2) Other 6.3 6.9 Current assets held for sale $ 5.7 $ 9.9 Current portion of long-term debt $ — $ — Accounts payable 4.6 5.9 Accrued expenses and other current liabilities 4.8 3.7 Current liabilities held for sale $ 9.4 $ 9.6 The following table represents summarized Consolidated Statements of Operations information of discontinued operations (in millions): Three Months Ended 2021 2020 Sales $ 22.4 $ 111.9 Shipping and handling cost 1.2 4.9 Product cost 10.9 71.4 Gross profit 10.3 35.6 Selling, general and administrative expenses 1.6 15.1 Operating earnings 8.7 20.5 Interest expense — 2.5 Loss (gain) on foreign exchange 3.1 (1.4) Net loss on adjustment to fair value less estimated costs to sell 8.4 — Other income, net (0.2) (0.7) (Loss) earnings from discontinued operations before income taxes (2.6) 20.1 Income tax expense 2.9 6.7 Net (loss) earnings from discontinued operations $ (5.5) $ 13.4 The significant components included in the Company’s Consolidated Statements of Cash Flows for discontinued operations are as follows (in millions): Three Months Ended 2021 2020 Depreciation, depletion and amortization $ — $ 4.2 Loss on impairment of long-lived assets 8.4 — Capital expenditures (0.7) (3.7) Proceeds from issuance of long-term debt — 19.5 Principal payments on long-term debt — (23.0) |
Revenues
Revenues | 3 Months Ended |
Dec. 31, 2021 | |
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. 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. See Note 10 for disaggregation of sales by segment, type and geographical region. |
Inventories
Inventories | 3 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories: Inventories consist of the following (in millions): December 31, September 30, Finished goods $ 249.7 $ 272.6 Raw materials and supplies 58.0 49.1 Total inventories $ 307.7 $ 321.7 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net: Property, plant and equipment, net, consists of the following (in millions): December 31, September 30, Land, buildings and structures, and leasehold improvements $ 537.8 $ 539.3 Machinery and equipment 1,063.0 1,062.9 Office furniture and equipment 55.9 55.7 Mineral interests 172.0 172.5 Construction in progress 51.9 44.8 1,880.6 1,875.2 Less: accumulated depreciation and depletion (1,066.3) (1,044.7) Property, plant and equipment, net $ 814.3 $ 830.5 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net: Amounts related to the Company’s amortization of intangible assets are as follows (in millions): Three Months Ended 2021 2020 Aggregate amortization expense $ 0.4 $ 0.4 Amounts related to the Company’s goodwill are as follows (in millions): December 31, September 30, Plant Nutrition Segment $ 51.7 $ 51.8 Other 6.0 6.0 Total $ 57.7 $ 57.8 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), nondeductible executive compensation over $1 million, foreign income, mining and withholding taxes, global intangible low-taxed income and interest expense recognition differences for book and tax purposes. As of December 31, 2021, and September 30, 2021, the Company had $3.3 million of gross foreign federal net operating loss (“NOL”) carryforwards that have no expiration date and $0.3 million of net operating tax-effected state NOL carryforwards which expire beginning in 2027. 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 2002-2016. The reassessments are a result of ongoing audits and to tal $167.0 million, including interest, through December 31, 2021. The Company disputes these reassessments and will continue to work with th e 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 di sputes. 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 $134.3 million performance bond and has paid $38.8 million to the Canadian tax authorities (most of which is recorded in other assets i n the Consolidated Balance Sheets at December 31, 2021, and September 30, 2021), 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 December 31, 2021, 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, which are consistent with those matters disclosed in the Company’s Transition Report on Form 10-KT for the transition period ended September 30, 2021. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt: Long-term debt consists of the following (in millions): December 31, September 30, 4.875% Senior Notes due July 2024 $ 250.0 $ 250.0 Term Loan due January 2025 77.5 80.8 Revolving Credit Facility due January 2025 128.0 88.4 6.75% Senior Notes due December 2027 500.0 500.0 AR Securitization Facility expires June 2023 59.3 26.8 1,014.8 946.0 Less unamortized debt issuance costs (9.9) (10.6) Total debt 1,004.9 935.4 Less current portion — — Long-term debt $ 1,004.9 $ 935.4 As of December 31, 2021, the term loan and revolving credit facility under the Company’s credit agreement were 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 December 31, 2021, t he weighted average interest rate on all borrowings outstanding under the term loan and revolving credit facility under the Company’s credit agreement was approximately 2.1%. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: The Wisconsin Department of Agriculture, Trade and Consumer Protection (“DATCP”) has information indicating that agricultural chemicals are present within the subsurface area of the Company’s Kenosha, Wisconsin property. The agricultural chemicals were used by previous owners and operators of the site. None of the identified chemicals have been used in association with the Company’s operations since it acquired the property in 2002. DATCP directed the Company to conduct further investigations into the possible presence of agricultural chemicals in soil and ground water at the Kenosha property. The Company has completed initial on-property investigations and has provided the findings to DATCP. All investigations and mitigation activities to date, and any potential future remediation work, are being conducted under the Wisconsin Agricultural Chemical Cleanup Program (the “ACCP”), which provides for reimbursement of some of the costs. The Company may seek participation by, or cost reimbursement from, other parties responsible for the presence of any agricultural chemicals found in soil and ground water at this site if the Company does not receive an acknowledgment of no further action and is required to conduct further investigation or remedial work that may not be eligible for reimbursement under the ACCP. The Division of Enforcement of the SEC is investigating the Company’s disclosures primarily concerning the operation of the Goderich mine, the current and former South American business, 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. In connection with the SEC investigation, the Company’s former Senior Vice President, Salt, received a Wells Notice from the SEC staff on November 22, 2021. The Company’s former President and Chief Executive Officer, its former Chairman of the Board (who also served as its Interim Chief Executive Officer), and its former Director of Investor Relations also each received a Wells Notice from the SEC staff on November 29, 2021. The Company’s Chief Commercial Officer (who previously served as its Chief Financial Officer) received a Wells Notice from the SEC staff on November 30, 2021 and the Company received a Wells Notice from the SEC staff on December 1, 2021. A Wells Notice is a notice from the SEC staff that it has made a preliminary determination to recommend that the SEC take action against a person or company. The Company has cooperated with the SEC investigation and initiated discussions with the SEC staff about the staff’s investigation with respect to the Company so as to gain a better understanding of specific details of the staff’s investigation. The Company does not agree with the positions taken by the SEC staff in these discussions, and is vigorously defending itself against the SEC staff’s claims. The Company is continuing discussions with the SEC staff, but there can be no assurance those discussions will result in a favorable resolution. Any resolution reached by the Company with the SEC staff would also be subject to approval by the SEC, and there can be no assurance that it would be approved. The Company is unable to predict the outcome of the SEC investigation or these discussions, or whether any potential resolution would have a material impact on the Company. 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 7 and this Note 9. |
Operating Segments
Operating Segments | 3 Months Ended |
Dec. 31, 2021 | |
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 planned and executed business disposals discussed in Note 1 and Note 2 , the Company has identified two reportable segments. 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 Quarterly Report on Form 10-Q. As part of the Company’s strategic shift, the Company renamed the former Plant Nutrition North America segment as the Plant Nutrition segment. For the three months ended December 31, 2021 and 2020, the Company has presented two reportable segments in its Consolidated Financial Statements: Salt and Plant Nutrition. The Salt segment produces and markets salt, consisting 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. Segment information is as follows (in millions): Three Months Ended December 31, 2021 Salt Plant Corporate & Other (a) Total Sales to external customers $ 273.9 $ 54.6 $ 3.0 $ 331.5 Intersegment sales — 2.4 (2.4) — Shipping and handling cost 88.4 7.3 — 95.7 Operating earnings (loss) (b) 39.4 9.5 (28.5) 20.4 Depreciation, depletion and amortization 16.2 8.8 3.3 28.3 Total assets (as of end of period) 1,035.4 445.3 206.7 1,687.4 Three Months Ended December 31, 2020 Salt Plant Corporate & Other (a) Total Sales to external customers $ 228.5 $ 78.2 $ 2.5 $ 309.2 Intersegment sales — 2.4 (2.4) — Shipping and handling cost 63.9 11.8 — 75.7 Operating earnings (loss) (b) 44.5 3.3 (19.7) 28.1 Depreciation, depletion and amortization 17.4 9.0 3.7 30.1 Total assets (as of end of period) 1,018.8 495.6 136.5 1,650.9 Disaggregated revenue by product type is as follows (in millions): Three Months Ended December 31, 2021 Salt Plant Corporate & Other (a)(b) Total Highway Deicing Salt $ 163.7 $ — $ — $ 163.7 Consumer & Industrial Salt 110.2 — — 110.2 SOP — 57.0 — 57.0 Eliminations & Other — (2.4) 3.0 0.6 Sales to external customers $ 273.9 $ 54.6 $ 3.0 $ 331.5 Three Months Ended December 31, 2020 Salt Plant Corporate & Other (a)(b) Total Highway Deicing Salt $ 130.5 $ — $ — $ 130.5 Consumer & Industrial Salt 98.0 — — 98.0 SOP — 80.6 — 80.6 Eliminations & Other — (2.4) 2.5 0.1 Sales to external customers $ 228.5 $ 78.2 $ 2.5 $ 309.2 (a) Corporate and Other includes corporate entities, records management operations, equity method investments 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, lithium-related expenses, as well as costs for the human resources, information technology, legal and finance functions. (b) Corporate operating results for the three months ended December 31, 2021 include executive transition costs of $3.3 million and costs related to the ongoing SEC investigation of $3.1 million and $1.6 million for the three months ended December 31, 2021 and 2020, respectively. Refer to Note 9 for more information regarding the SEC investigation. The Company’s revenue by geographic area is as follows (in millions): Three Months Ended Revenue 2021 2020 United States (a) $ 221.3 $ 223.6 Canada 89.4 72.4 United Kingdom 19.8 10.3 Other 1.0 2.9 Total revenue $ 331.5 $ 309.2 (a) United States sales exclude product sold to foreign customers at U.S. ports. |
Stockholders' Equity and Equity
Stockholders' Equity and Equity Instruments | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity and Equity Instruments | Stockholders’ Equity and Equity Instruments: 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 Incentive Award Plan (as amended, the “2015 Plan”). Since the approval of the 2015 Plan in May 2015, the Company ceased issuing equity awards under the 2005 Incentive Award Plan (as amended, the “2005 Plan”). The 2005 Plan, the 2015 Plan and the 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units. Options Substantially all of the stock options granted 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 grant date. 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 fair value and inputs used to calculate fair value for options granted for the three months ended December 31, 2021, are included in the table below: Fair value of options granted $16.80 Exercise price $74.46 Expected term (years) 4.75 Expected volatility 37.8% Dividend yield 4.0% Risk-free rate of return 1.1% RSUs Typically, the RSUs granted under the 2015 Plan and the 2020 Plan vest after one PSUs Substantially all of the PSUs granted under the 2015 Plan and the 2020 Plan are either total stockholder return PSUs (“TSR PSUs”), return on invested capital PSUs (“ROIC 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 over a two PSUs represent a target number of shares of the Company’s common stock that may be earned before adjustment based upon the attainment of certain performance conditions. Holders of PSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock for PSUs that are earned, which are paid when the shares underlying the PSUs are issued. 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 ROIC PSUs and EBITDA Growth PSUs. The Company will adjust the expense of the ROIC PSUs and EBITDA Growth PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period. During the three months ended December 31, 2021, the Company reissued the following number of shares from treasury stock: 2,432 shares related to the exercise of stock options , 2,467 share s related to the release of RSUs which vested, 0 shares related to the release of PSUs which vested, and 6,759 shares related to stock payments. In fiscal 2021, the Company issue d 94,236 net shares from treasury stock. The Company withheld a total of 725 shares with a fair value of $0.1 million r elated to the vesting of RSUs, PSUs, and stock payments during the three months ended December 31, 2021. The fair value of the shares were valued at the closing price at the vesting date and represent the employee tax withholding for the employee’s compensation. The Company recognized a tax benefit of $0.1 million from its equity compensation awards as a decrease to income tax expense during the three months ended December 31, 2021. During the three months ended December 31, 2021 and 2020, the Company recorded $4.7 million (includes $1.4 million paid in cash) a nd $2.2 million (includes $0.0 million paid in cash), respectively, of compensation expense pursuant to its stock-based compensation plans. No amounts have been capitalized. The following table summarizes stock-based compensation activity during the three months ended December 31, 2021: Stock Options RSUs PSUs (a) Number Weighted-average Number Weighted-average Number Weighted-average Outstanding at September 30, 2021 828,706 $ 61.56 223,499 $ 59.00 279,907 $ 64.90 Granted 70,748 74.46 85,979 69.66 111,879 79.02 Exercised (b) (2,432) 70.48 — — — — Released from restriction (b) — — (2,467) 55.40 — — Cancelled/expired (7,836) 64.00 (25,230) 61.08 (34,783) 71.74 Outstanding at December 31, 2021 889,186 $ 62.54 281,781 $ 62.10 357,003 $ 68.66 (a) Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that level represent one share of common stock per PSU. (b) Common stock issued for exercised options and for vested and earned RSUs and PSUs was issued from treasury stock. Accumulated Other Comprehensive Loss (“AOCL”) The Company’s comprehensive income (loss) is comprised of net earnings (loss), net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain (loss) on natural gas and foreign currency cash flow hedges and CTA. The components of and changes in AOCL are as follows (in millions): Three Months Ended December 31, 2021 (a) Gains and Defined Foreign Total Beginning balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) Other comprehensive loss before reclassifications (b) (0.9) — (3.8) (4.7) Amounts reclassified from AOCL (1.1) 0.1 — (1.0) Net current period other comprehensive (loss) income (2.0) 0.1 (3.8) (5.7) Ending balance $ 1.1 $ (5.3) $ (112.0) $ (116.2) Three Months Ended December 31, 2020 (a) Gains and Defined Foreign Total Beginning balance $ (0.5) $ (6.4) $ (349.8) $ (356.7) Other comprehensive income (loss) before reclassifications (b) 0.8 (3.2) 55.2 52.8 Amounts reclassified from AOCL (0.1) 0.2 — 0.1 Net current period other comprehensive income (loss) 0.7 (3.0) 55.2 52.9 Ending balance $ 0.2 $ (9.4) $ (294.6) $ (303.8) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes. (b) The Company recorded foreign exchange income of $1.2 million an d $24.2 million in the three months ended December 31, 2021 and 2020, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. The amounts reclassified from AOCL to expense (income) for the three months ended December 31, 2021 and 2020, are shown below (in millions): Amount Reclassified from AOCL Three Months Ended Line Item Impacted in the 2021 2020 Losses on cash flow hedges: Natural gas instruments $ (1.5) $ (0.2) Product cost Income tax expense 0.4 0.1 Reclassifications, net of income taxes (1.1) (0.1) Amortization of defined benefit pension: Amortization of loss 0.1 0.3 Product cost Income tax benefit — (0.1) Reclassifications, net of income taxes 0.1 0.2 Total reclassifications, net of income taxes $ (1.0) $ 0.1 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Dec. 31, 2021 | |
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. Currently, the Company manages a portion of its commodity pricing risks and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into immaterial 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 December 31, 2021 and September 30, 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 a change in natural gas prices impacts the Company’s operating margin. The Company’s objective is 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 December 31, 2021, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 2022. As of December 31, 2021 and September 30, 2021, the Company had agreements in place to hedge forecasted natural gas purchases of 1.4 million a nd 2.1 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of December 31, 2021 and September 30, 2021 qualified and were designated as cash flow hedges. As of December 31, 2021, the Company expects to reclassify from AOCL to earnings during the next twelve months $1.6 million of net gains on derivative instruments related to its natur al gas hedges. Refer to Note 13 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements: The Company’s financial instruments are measured and reported at their estimated fair values. 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 defined contribution and pre-tax 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 12 ). The fair values 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): December 31, 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 1.6 — 1.6 — Total Assets $ 3.7 $ 2.1 $ 1.6 $ — 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 35% in common stock of large-cap U.S. companies, 5% in common stock of small to mid-cap U.S. companies, 10% in international companies, 15% in bond funds, 5% in short-term investments and 30% in blended funds. September 30, 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 allowance 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 $2.1 million at both December 31, 2021 and September 30, 2021, are stated at fair value based on quoted market prices. As of December 31, 2021 and September 30, 2021, the estimated fair value of the Company’s fixed-rate 4.875% Senior Notes due July 2024, based on available trading information (Level 2), total ed $254.6 million and $260.0 million, respectively, compared with the aggregate principal amount at maturity of $250.0 million. As of December 31, 2021 and September 30, 2021, the estimated fair value of the Company’s fixed-rate 6.75% Senior Notes due December 2027, based on available trading information (Level 2), totaled $529.4 million and $532.9 million, respectively, compared with the aggregate principal amount at maturity of $500.0 million. The fair value at December 31, 2021 and September 30, 2021 of amounts outstanding under the Company’s term loans and revolving credit facility, based upon available bid information received from the Co mpany’s lender (Level 2), totaled approximately $202.1 million and $166.6 million, respectively, compared with the aggregate principal amount at maturity of $205.5 million and $169.2 million, respectively. Management performed an analysis for the Company’s South America chemicals business as of December 31, 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 2 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share: The Company calculates earnings per share using the two-class method. 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): Three Months Ended 2021 2020 Numerator: Net earnings from continuing operations $ 7.9 $ 14.7 Less: net earnings allocated to participating securities (a) (0.1) (0.4) Net earnings from continuing operations available to common stockholders 7.8 14.3 Net (loss) earnings from discontinued operations available to common stockholders (5.5) 13.4 Net earnings available to common stockholders $ 2.3 $ 27.7 Denominator (in thousands): Weighted-average common shares outstanding, shares for basic earnings per share 34,060 33,958 Weighted-average awards outstanding (b) 29 19 Shares for diluted earnings per share 34,089 33,977 Basic net earnings from continuing operations per common share $ 0.23 $ 0.42 Basic net (loss) earnings from discontinued operations per common share (0.16) 0.40 Basic net earnings per common share $ 0.07 $ 0.82 Diluted net earnings from continuing operations per common share $ 0.23 $ 0.42 Diluted net (loss) earnings from discontinued operations per common share (0.16) 0.40 Diluted net earnings per common share $ 0.07 $ 0.81 (a) Weighted participating securities include RSUs and PSUs that receive non-forfeitable dividends and consist of 430,000 and 378,000 weighted participating securities for the three months ended December 31, 2021 and 2020, respectively. |
Accounting Policies and Basis_2
Accounting Policies and Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The 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. |
Investment | 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. Any difference in the Company’s cost in comparison to its underlying interest in the net assets of equity method companies that is allocated to intangible assets is amortized over the estimated useful lives of the related intangible assets. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the transition period ended September 30, 2021, as filed with the SEC in its Transition Report on Form 10-KT on November 30, 2021. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. |
Significant and Recent Accounting Pronouncements | Significant Accounting Policies The Company’s significant accounting policies are detailed in “Note 2 – Summary of Significant Accounting Policies” within Part II, Item 8 of its Transition Report on Form 10-KT for the transition period ended September 30, 2021. The Company reports its financial results from discontinued operations and continuing operations separately to recognize the financial impact of disposal transactions apart from ongoing operations. Discontinued operations reporting occurs when a component or a group of components of an entity has been disposed 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. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations. See Note 2 for information on discontinued operations and Note 10 for information on the Company’s reportable segments. 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 Financial Accounting Standards Board 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. |
Strategic Evaluation and Plan to Sell Businesses | 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 with the Company’s Plant Nutrition North America segment, which has been renamed the Plant Nutrition segment as of March 31, 2021. As of December 31, 2021, the Company has two reportable segments, Salt and Plant Nutrition, as discussed further in Note 10 . 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 quarter ended March 31, 2021. In addition, the Company believes there is a single disposal plan representing a strategic shift that will have a material effect on its operations and financial results. Consequently, the Specialty Businesses qualify for presentation as assets and liabilities held for sale and discontinued operations in accordance with 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 for both periods presented and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for each period presented. Interest expense attributed to discontinued operations represents interest expense for loans in Brazil by 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 2 , on May 4, 2021, July 1, 2021 and August 20, 2021, the Company completed the sales of a component of its North America micronutrient business, its South America specialty plant nutrition business and its investment in Fermavi, respectively. In the quarter ended June 30, 2021, the Company abandoned the remaining inventory of its North America micronutrient product business and has reclassified its remaining product lines as discontinued operations for all periods presented. The Company continues to actively pursue the sale of the South America chemicals business and believes the sale is probable to occur within the next twelve months. |
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. Currently, the Company manages a portion of its commodity pricing risks and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into immaterial 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 December 31, 2021 and September 30, 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. |
Earnings Per Share | The Company calculates earnings per share using the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table represents summarized Consolidated Balance Sheet information of assets and liabilities held for sale (in millions): December 31, September 30, Cash and cash equivalents $ 8.6 $ 2.9 Receivables, less allowance for doubtful accounts of $0.2 at both December 31, 2021 and September 30, 2021, respectively 14.6 13.7 Inventories 8.1 7.7 Property, plant and equipment, net 34.2 35.6 Goodwill 32.5 33.3 Loss recognized on held for sale classification (98.6) (90.2) Other 6.3 6.9 Current assets held for sale $ 5.7 $ 9.9 Current portion of long-term debt $ — $ — Accounts payable 4.6 5.9 Accrued expenses and other current liabilities 4.8 3.7 Current liabilities held for sale $ 9.4 $ 9.6 The following table represents summarized Consolidated Statements of Operations information of discontinued operations (in millions): Three Months Ended 2021 2020 Sales $ 22.4 $ 111.9 Shipping and handling cost 1.2 4.9 Product cost 10.9 71.4 Gross profit 10.3 35.6 Selling, general and administrative expenses 1.6 15.1 Operating earnings 8.7 20.5 Interest expense — 2.5 Loss (gain) on foreign exchange 3.1 (1.4) Net loss on adjustment to fair value less estimated costs to sell 8.4 — Other income, net (0.2) (0.7) (Loss) earnings from discontinued operations before income taxes (2.6) 20.1 Income tax expense 2.9 6.7 Net (loss) earnings from discontinued operations $ (5.5) $ 13.4 The significant components included in the Company’s Consolidated Statements of Cash Flows for discontinued operations are as follows (in millions): Three Months Ended 2021 2020 Depreciation, depletion and amortization $ — $ 4.2 Loss on impairment of long-lived assets 8.4 — Capital expenditures (0.7) (3.7) Proceeds from issuance of long-term debt — 19.5 Principal payments on long-term debt — (23.0) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following (in millions): December 31, September 30, Finished goods $ 249.7 $ 272.6 Raw materials and supplies 58.0 49.1 Total inventories $ 307.7 $ 321.7 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net, consists of the following (in millions): December 31, September 30, Land, buildings and structures, and leasehold improvements $ 537.8 $ 539.3 Machinery and equipment 1,063.0 1,062.9 Office furniture and equipment 55.9 55.7 Mineral interests 172.0 172.5 Construction in progress 51.9 44.8 1,880.6 1,875.2 Less: accumulated depreciation and depletion (1,066.3) (1,044.7) Property, plant and equipment, net $ 814.3 $ 830.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Amounts related to the Company’s amortization of intangible assets are as follows (in millions): Three Months Ended 2021 2020 Aggregate amortization expense $ 0.4 $ 0.4 |
Summary of Goodwill | Amounts related to the Company’s goodwill are as follows (in millions): December 31, September 30, Plant Nutrition Segment $ 51.7 $ 51.8 Other 6.0 6.0 Total $ 57.7 $ 57.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consists of the following (in millions): December 31, September 30, 4.875% Senior Notes due July 2024 $ 250.0 $ 250.0 Term Loan due January 2025 77.5 80.8 Revolving Credit Facility due January 2025 128.0 88.4 6.75% Senior Notes due December 2027 500.0 500.0 AR Securitization Facility expires June 2023 59.3 26.8 1,014.8 946.0 Less unamortized debt issuance costs (9.9) (10.6) Total debt 1,004.9 935.4 Less current portion — — Long-term debt $ 1,004.9 $ 935.4 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Segment information is as follows (in millions): Three Months Ended December 31, 2021 Salt Plant Corporate & Other (a) Total Sales to external customers $ 273.9 $ 54.6 $ 3.0 $ 331.5 Intersegment sales — 2.4 (2.4) — Shipping and handling cost 88.4 7.3 — 95.7 Operating earnings (loss) (b) 39.4 9.5 (28.5) 20.4 Depreciation, depletion and amortization 16.2 8.8 3.3 28.3 Total assets (as of end of period) 1,035.4 445.3 206.7 1,687.4 Three Months Ended December 31, 2020 Salt Plant Corporate & Other (a) Total Sales to external customers $ 228.5 $ 78.2 $ 2.5 $ 309.2 Intersegment sales — 2.4 (2.4) — Shipping and handling cost 63.9 11.8 — 75.7 Operating earnings (loss) (b) 44.5 3.3 (19.7) 28.1 Depreciation, depletion and amortization 17.4 9.0 3.7 30.1 Total assets (as of end of period) 1,018.8 495.6 136.5 1,650.9 |
Summary of Disaggregated Revenue by Product Type | Disaggregated revenue by product type is as follows (in millions): Three Months Ended December 31, 2021 Salt Plant Corporate & Other (a)(b) Total Highway Deicing Salt $ 163.7 $ — $ — $ 163.7 Consumer & Industrial Salt 110.2 — — 110.2 SOP — 57.0 — 57.0 Eliminations & Other — (2.4) 3.0 0.6 Sales to external customers $ 273.9 $ 54.6 $ 3.0 $ 331.5 Three Months Ended December 31, 2020 Salt Plant Corporate & Other (a)(b) Total Highway Deicing Salt $ 130.5 $ — $ — $ 130.5 Consumer & Industrial Salt 98.0 — — 98.0 SOP — 80.6 — 80.6 Eliminations & Other — (2.4) 2.5 0.1 Sales to external customers $ 228.5 $ 78.2 $ 2.5 $ 309.2 (a) Corporate and Other includes corporate entities, records management operations, equity method investments 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, lithium-related expenses, as well as costs for the human resources, information technology, legal and finance functions. (b) Corporate operating results for the three months ended December 31, 2021 include executive transition costs of $3.3 million and costs related to the ongoing SEC investigation of $3.1 million and $1.6 million for the three months ended December 31, 2021 and 2020, respectively. Refer to Note 9 |
Summary of Revenue by Geographic Area | The Company’s revenue by geographic area is as follows (in millions): Three Months Ended Revenue 2021 2020 United States (a) $ 221.3 $ 223.6 Canada 89.4 72.4 United Kingdom 19.8 10.3 Other 1.0 2.9 Total revenue $ 331.5 $ 309.2 (a) United States sales exclude product sold to foreign customers at U.S. ports. |
Stockholders' Equity and Equi_2
Stockholders' Equity and Equity Instruments (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value and Inputs Used to Calculate Fair Value for Options Granted | The fair value and inputs used to calculate fair value for options granted for the three months ended December 31, 2021, are included in the table below: Fair value of options granted $16.80 Exercise price $74.46 Expected term (years) 4.75 Expected volatility 37.8% Dividend yield 4.0% Risk-free rate of return 1.1% |
Summary of Stock-Based Compensation Activity | The following table summarizes stock-based compensation activity during the three months ended December 31, 2021: Stock Options RSUs PSUs (a) Number Weighted-average Number Weighted-average Number Weighted-average Outstanding at September 30, 2021 828,706 $ 61.56 223,499 $ 59.00 279,907 $ 64.90 Granted 70,748 74.46 85,979 69.66 111,879 79.02 Exercised (b) (2,432) 70.48 — — — — Released from restriction (b) — — (2,467) 55.40 — — Cancelled/expired (7,836) 64.00 (25,230) 61.08 (34,783) 71.74 Outstanding at December 31, 2021 889,186 $ 62.54 281,781 $ 62.10 357,003 $ 68.66 (a) Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that level represent one share of common stock per PSU. (b) Common stock issued for exercised options and for vested and earned RSUs and PSUs was issued from treasury stock. |
Summary of Components and Changes in Accumulated Other Comprehensive Income (Loss) | The components of and changes in AOCL are as follows (in millions): Three Months Ended December 31, 2021 (a) Gains and Defined Foreign Total Beginning balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) Other comprehensive loss before reclassifications (b) (0.9) — (3.8) (4.7) Amounts reclassified from AOCL (1.1) 0.1 — (1.0) Net current period other comprehensive (loss) income (2.0) 0.1 (3.8) (5.7) Ending balance $ 1.1 $ (5.3) $ (112.0) $ (116.2) Three Months Ended December 31, 2020 (a) Gains and Defined Foreign Total Beginning balance $ (0.5) $ (6.4) $ (349.8) $ (356.7) Other comprehensive income (loss) before reclassifications (b) 0.8 (3.2) 55.2 52.8 Amounts reclassified from AOCL (0.1) 0.2 — 0.1 Net current period other comprehensive income (loss) 0.7 (3.0) 55.2 52.9 Ending balance $ 0.2 $ (9.4) $ (294.6) $ (303.8) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes. (b) The Company recorded foreign exchange income of $1.2 million an d $24.2 million in the three months ended December 31, 2021 and 2020, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. |
Summary of Reclassifications out of Accumulated Other Comprehensive Income | The amounts reclassified from AOCL to expense (income) for the three months ended December 31, 2021 and 2020, are shown below (in millions): Amount Reclassified from AOCL Three Months Ended Line Item Impacted in the 2021 2020 Losses on cash flow hedges: Natural gas instruments $ (1.5) $ (0.2) Product cost Income tax expense 0.4 0.1 Reclassifications, net of income taxes (1.1) (0.1) Amortization of defined benefit pension: Amortization of loss 0.1 0.3 Product cost Income tax benefit — (0.1) Reclassifications, net of income taxes 0.1 0.2 Total reclassifications, net of income taxes $ (1.0) $ 0.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The estimated fair values for each type of instrument are presented below (in millions): December 31, 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 1.6 — 1.6 — Total Assets $ 3.7 $ 2.1 $ 1.6 $ — 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 35% in common stock of large-cap U.S. companies, 5% in common stock of small to mid-cap U.S. companies, 10% in international companies, 15% in bond funds, 5% in short-term investments and 30% in blended funds. September 30, 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) | 3 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Common 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): Three Months Ended 2021 2020 Numerator: Net earnings from continuing operations $ 7.9 $ 14.7 Less: net earnings allocated to participating securities (a) (0.1) (0.4) Net earnings from continuing operations available to common stockholders 7.8 14.3 Net (loss) earnings from discontinued operations available to common stockholders (5.5) 13.4 Net earnings available to common stockholders $ 2.3 $ 27.7 Denominator (in thousands): Weighted-average common shares outstanding, shares for basic earnings per share 34,060 33,958 Weighted-average awards outstanding (b) 29 19 Shares for diluted earnings per share 34,089 33,977 Basic net earnings from continuing operations per common share $ 0.23 $ 0.42 Basic net (loss) earnings from discontinued operations per common share (0.16) 0.40 Basic net earnings per common share $ 0.07 $ 0.82 Diluted net earnings from continuing operations per common share $ 0.23 $ 0.42 Diluted net (loss) earnings from discontinued operations per common share (0.16) 0.40 Diluted net earnings per common share $ 0.07 $ 0.81 (a) Weighted participating securities include RSUs and PSUs that receive non-forfeitable dividends and consist of 430,000 and 378,000 weighted participating securities for the three months ended December 31, 2021 and 2020, respectively. |
Accounting Policies and Basis_3
Accounting Policies and Basis of Presentation (Details) $ in Millions | Nov. 02, 2021USD ($) | Jan. 31, 2022USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Nov. 01, 2021USD ($) | Sep. 30, 2021USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity method investments | $ 28.2 | $ 0.8 | ||||
Equity method investments | $ 33.4 | $ 5.8 | ||||
Number of reportable segments | segment | 2 | |||||
Fortress | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity method investments | $ 45 | |||||
Equity method investments | $ 31.4 | $ 5 | 3.9 | |||
Amount invested in equity method investment | $ 32 | |||||
Equity method investment, ownership (as a percent) | 37.00% | |||||
Basis difference of equity method investment | $ 30 | |||||
Other Immaterial Investments | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity method investments | $ 2 | $ 1.9 | ||||
Subsequent Event | Fortress | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity method investments | $ 18 | |||||
Equity method investments | $ 50 | |||||
Equity method investment, ownership (as a percent) | 45.00% |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) R$ in Millions, $ in Millions | Aug. 20, 2021USD ($) | Jul. 01, 2021USD ($) | Jun. 28, 2021BRL (R$) | May 04, 2021USD ($) | Mar. 23, 2021BRL (R$) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Term of agreement (in months) | 18 months | ||||||
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 | ||||||
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] | |||||||
Gain (loss) on disposal | $ 209.8 | ||||||
Non-cash impairment | 98.6 | 8.4 | |||||
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] | |||||||
Gain (loss) on disposal | (8.4) | $ 0 | |||||
Release of accumulated currency translation adjustment | $ (3.1) | $ 1.4 | |||||
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 | ||||||
Cash proceeds from sale of business | 318.4 | ||||||
Debt assumed by ICL Brasil | $ 102.7 | ||||||
Additional earn out payment | R$ | 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 | ||||||
Gain (loss) on disposal | 30.6 | ||||||
Release of accumulated currency translation adjustment | $ 2.8 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |||
Current assets held for sale | $ 5.7 | $ 9.9 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |||
Current liabilities held for sale | 9.4 | 9.6 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Net (loss) earnings from discontinued operations | (5.5) | $ 13.4 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | |||
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |||
Cash and cash equivalents | 8.6 | 2.9 | |
Receivables, less allowance for doubtful accounts of $0.2 at both December 31, 2021 and September 30, 2021, respectively | 14.6 | 13.7 | |
Allowance for doubtful accounts | 0.2 | 0.2 | |
Inventories | 8.1 | 7.7 | |
Property, plant and equipment, net | 34.2 | 35.6 | |
Goodwill | 32.5 | 33.3 | |
Loss recognized on held for sale classification | (98.6) | (90.2) | |
Other | 6.3 | 6.9 | |
Current assets held for sale | 5.7 | 9.9 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |||
Current portion of long-term debt | 0 | 0 | |
Accounts payable | 4.6 | 5.9 | |
Accrued expenses and other current liabilities | 4.8 | 3.7 | |
Current liabilities held for sale | 9.4 | $ 9.6 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Sales | 22.4 | 111.9 | |
Gross profit | 10.3 | 35.6 | |
Selling, general and administrative expenses | 1.6 | 15.1 | |
Operating earnings | 8.7 | 20.5 | |
Interest expense | 0 | 2.5 | |
Loss (gain) on foreign exchange | 3.1 | (1.4) | |
Net loss on adjustment to fair value less estimated costs to sell | 8.4 | 0 | |
Other income, net | (0.2) | (0.7) | |
(Loss) earnings from discontinued operations before income taxes | (2.6) | 20.1 | |
Income tax expense | 2.9 | 6.7 | |
Net (loss) earnings from discontinued operations | (5.5) | 13.4 | |
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||
Depreciation, depletion and amortization | 0 | 4.2 | |
Loss on impairment of long-lived assets | 8.4 | 0 | |
Capital expenditures | (0.7) | (3.7) | |
Proceeds from issuance of long-term debt | 0 | 19.5 | |
Principal payments on long-term debt | 0 | (23) | |
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 | 1.2 | 4.9 | |
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 | $ 10.9 | $ 71.4 |
Revenues (Details)
Revenues (Details) | 3 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Payment terms for delivery | 30 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 249.7 | $ 272.6 |
Raw materials and supplies | 58 | 49.1 |
Total inventories | $ 307.7 | $ 321.7 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | $ 1,880.6 | $ 1,875.2 |
Less: accumulated depreciation and depletion | (1,066.3) | (1,044.7) |
Property, plant and equipment, net | 814.3 | 830.5 |
Land, buildings and structures, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | 537.8 | 539.3 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | 1,063 | 1,062.9 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | 55.9 | 55.7 |
Mineral interests | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | 172 | 172.5 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property plant and equipment | $ 51.9 | $ 44.8 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Goodwill [Line Items] | |||
Amortization of Intangible Assets | $ 0.4 | $ 0.4 | |
Goodwill | 57.7 | $ 57.8 | |
Other | |||
Goodwill [Line Items] | |||
Goodwill | 6 | 6 | |
Plant Nutrition | Operating Segments | |||
Goodwill [Line Items] | |||
Goodwill | $ 51.7 | $ 51.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
Income Tax Disclosure [Line Items] | ||
Nondeductible executive compensation | $ 1 | |
Foreign Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 3.3 | $ 3.3 |
Foreign Tax Authority | Canadian Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Total reassessments including interest | 167 | |
Amount of security posted in the form of a performance bond | 134.3 | |
Amount of security posted in the form of cash | 38.8 | 38.8 |
State and Local | NOL carryforwards expire beginning in 2027 | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 0.3 | $ 0.3 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,014.8 | $ 946 |
Less unamortized debt issuance costs | (9.9) | (10.6) |
Total debt | 1,004.9 | 935.4 |
Less current portion | 0 | 0 |
Long-term debt | $ 1,004.9 | 935.4 |
Weighted average interest rate of debt (as a percent) | 2.10% | |
Term Loan due January 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 77.5 | 80.8 |
6.75% Senior Notes due December 2027 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 500 | $ 500 |
Stated interest rate (as a percent) | 6.75% | 6.75% |
Senior Notes | 4.875% Senior Notes due July 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 250 | $ 250 |
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% | |
Line of Credit | Revolving Credit Facility due January 2025 | Revolving Credit Facility due January 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 128 | $ 88.4 |
Line of Credit | Revolving Credit Facility due January 2025 | AR Securitization Facility expires June 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 59.3 | $ 26.8 |
Operating Segments (Details)
Operating Segments (Details) $ in Millions | 3 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 2 | |
Segment Reporting Information [Abstract] | ||
Sales | $ 331.5 | $ 309.2 |
Operating earnings (loss)(b) | 20.4 | 28.1 |
Depreciation, depletion and amortization | 28.3 | 30.1 |
Total assets (as of end of period) | 1,687.4 | 1,650.9 |
Executive transition costs | 3.3 | |
Costs related to ongoing SEC investigation | 3.1 | 1.6 |
United States | ||
Segment Reporting Information [Abstract] | ||
Sales | 221.3 | 223.6 |
Canada | ||
Segment Reporting Information [Abstract] | ||
Sales | 89.4 | 72.4 |
United Kingdom | ||
Segment Reporting Information [Abstract] | ||
Sales | 19.8 | 10.3 |
Other | ||
Segment Reporting Information [Abstract] | ||
Sales | 1 | 2.9 |
Shipping and handling cost | ||
Segment Reporting Information [Abstract] | ||
Shipping and handling cost | 95.7 | 75.7 |
Highway Deicing Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 163.7 | 130.5 |
Consumer & Industrial Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 110.2 | 98 |
SOP | ||
Segment Reporting Information [Abstract] | ||
Sales | 57 | 80.6 |
Eliminations & Other | ||
Segment Reporting Information [Abstract] | ||
Sales | 0.6 | 0.1 |
Operating Segments | Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 273.9 | 228.5 |
Operating earnings (loss)(b) | 39.4 | 44.5 |
Depreciation, depletion and amortization | 16.2 | 17.4 |
Total assets (as of end of period) | 1,035.4 | 1,018.8 |
Operating Segments | Salt | Shipping and handling cost | ||
Segment Reporting Information [Abstract] | ||
Shipping and handling cost | 88.4 | 63.9 |
Operating Segments | Salt | Highway Deicing Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 163.7 | 130.5 |
Operating Segments | Salt | Consumer & Industrial Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 110.2 | 98 |
Operating Segments | Salt | SOP | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Operating Segments | Salt | Eliminations & Other | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Operating Segments | Plant Nutrition | ||
Segment Reporting Information [Abstract] | ||
Sales | 54.6 | 78.2 |
Operating earnings (loss)(b) | 9.5 | 3.3 |
Depreciation, depletion and amortization | 8.8 | 9 |
Total assets (as of end of period) | 445.3 | 495.6 |
Operating Segments | Plant Nutrition | Shipping and handling cost | ||
Segment Reporting Information [Abstract] | ||
Shipping and handling cost | 7.3 | 11.8 |
Operating Segments | Plant Nutrition | Highway Deicing Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Operating Segments | Plant Nutrition | Consumer & Industrial Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Operating Segments | Plant Nutrition | SOP | ||
Segment Reporting Information [Abstract] | ||
Sales | 57 | 80.6 |
Operating Segments | Plant Nutrition | Eliminations & Other | ||
Segment Reporting Information [Abstract] | ||
Sales | (2.4) | (2.4) |
Corporate & Other | ||
Segment Reporting Information [Abstract] | ||
Sales | 3 | 2.5 |
Operating earnings (loss)(b) | (28.5) | (19.7) |
Depreciation, depletion and amortization | 3.3 | 3.7 |
Total assets (as of end of period) | 206.7 | 136.5 |
Corporate & Other | Shipping and handling cost | ||
Segment Reporting Information [Abstract] | ||
Shipping and handling cost | 0 | 0 |
Corporate & Other | Highway Deicing Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Corporate & Other | Consumer & Industrial Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Corporate & Other | SOP | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Corporate & Other | Eliminations & Other | ||
Segment Reporting Information [Abstract] | ||
Sales | 3 | 2.5 |
Intersegment Eliminations | ||
Segment Reporting Information [Abstract] | ||
Sales | (2.4) | (2.4) |
Intersegment Eliminations | Salt | ||
Segment Reporting Information [Abstract] | ||
Sales | 0 | 0 |
Intersegment Eliminations | Plant Nutrition | ||
Segment Reporting Information [Abstract] | ||
Sales | $ 2.4 | $ 2.4 |
Stockholders' Equity and Equi_3
Stockholders' Equity and Equity Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Treasury stock reissued (in shares) | 94,236 | |||
Tax deficiency from equity compensation awards recorded as an increase to income tax expense | $ 0.1 | |||
Compensation expense recorded during period pursuant to stock-based compensation plans | 4.7 | $ 2.2 | ||
Compensation expense to be paid in cash | $ 1.4 | $ 0 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Options expiration period | 7 years | |||
Number of shares available from conversion (in shares) | 1 | |||
Reissued shares of treasury stock (in shares) | 2,432 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available from conversion (in shares) | 1 | |||
Reissued shares of treasury stock (in shares) | 2,467 | |||
TSR PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance period of PSUs | 2 years | |||
Percentage of shares earned | 0.00% | |||
TSR PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance period of PSUs | 3 years | |||
Percentage of shares earned | 300.00% | |||
ROIC PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance period of PSUs | 3 years | |||
ROIC PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of shares earned | 0.00% | |||
ROIC PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of shares earned | 200.00% | |||
EBITDA Growth PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of shares earned | 0.00% | |||
EBITDA Growth PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of shares earned | 300.00% | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reissued shares of treasury stock (in shares) | 0 | |||
Stock Payments | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reissued shares of treasury stock (in shares) | 6,759 | |||
Equity Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares withheld related to vesting of RSUs and PSUs (in shares) | 725 | |||
Fair value of stock withheld related to vesting of RSUs and PSUs | $ 0.1 | |||
2020 Incentive Award Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 2,977,933 | |||
2020 Incentive Award Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Service period | 3 years | |||
2015 Incentive Award Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Service period | 1 year |
Stockholders' Equity and Equi_4
Stockholders' Equity and Equity Instruments - Schedule of Fair Value and Inputs Used to Calculate Fair Value for Options Granted (Details) | 3 Months Ended |
Dec. 31, 2021$ / shares | |
Equity [Abstract] | |
Fair value of options granted (in dollars per share) | $ 16.80 |
Exercise price (in dollars per share) | $ 74.46 |
Expected term (years) | 4 years 9 months |
Expected volatility (as a percent) | 37.80% |
Dividend yield (as a percent) | 4.00% |
Risk-free rate of return (as a percent) | 1.10% |
Stockholders' Equity and Equi_5
Stockholders' Equity and Equity Instruments - Stock-Based Compensation Activity (Details) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Weighted-average exercise price | |
Weighted-average exercise price, exercised (in dollars per share) | $ / shares | $ 74.46 |
Stock Options | |
Number | |
Outstanding at beginning of period (in shares) | shares | 828,706 |
Granted (in shares) | shares | 70,748 |
Exercised (in shares) | shares | (2,432) |
Released from restriction (in shares) | shares | 0 |
Cancelled/expired (in shares) | shares | (7,836) |
Outstanding at end of period (in shares) | shares | 889,186 |
Weighted-average exercise price | |
Weighted-average exercise price at beginning of period (in dollars per share) | $ / shares | $ 61.56 |
Weighted-average exercise price, granted (in dollars per share) | $ / shares | 74.46 |
Weighted-average exercise price, exercised (in dollars per share) | $ / shares | 70.48 |
Weighted-average exercise price, released from restriction (in dollars per share) | $ / shares | 0 |
Weighted-average exercise price, cancelled/expired (in dollars per share) | $ / shares | 64 |
Weighted-average exercise price at end of period (in dollars per share) | $ / shares | $ 62.54 |
RSUs | |
Number | |
Outstanding at beginning of period (in shares) | shares | 223,499 |
Granted (in shares) | shares | 85,979 |
Exercised (in shares) | shares | 0 |
Released from restriction (in shares) | shares | (2,467) |
Cancelled/expired (in shares) | shares | (25,230) |
Outstanding at end of period (in shares) | shares | 281,781 |
Weighted-average fair value | |
Weighted-average fair value at beginning of period (in dollars per share) | $ / shares | $ 59 |
Weighted-average fair value, granted (in dollars per share) | $ / shares | 69.66 |
Weighted-average fair value, exercised (in dollars per share) | $ / shares | 0 |
Weighted-average fair value, released from restriction (in dollars per share) | $ / shares | 55.40 |
Weighted-average fair value, cancelled/expired (in dollars per share) | $ / shares | 61.08 |
Weighted-average fair value at end of period (in dollars per share) | $ / shares | $ 62.10 |
PSUs | |
Number | |
Outstanding at beginning of period (in shares) | shares | 279,907 |
Granted (in shares) | shares | 111,879 |
Exercised (in shares) | shares | 0 |
Released from restriction (in shares) | shares | 0 |
Cancelled/expired (in shares) | shares | (34,783) |
Outstanding at end of period (in shares) | shares | 357,003 |
Weighted-average fair value | |
Weighted-average fair value at beginning of period (in dollars per share) | $ / shares | $ 64.90 |
Weighted-average fair value, granted (in dollars per share) | $ / shares | 79.02 |
Weighted-average fair value, exercised (in dollars per share) | $ / shares | 0 |
Weighted-average fair value, released from restriction (in dollars per share) | $ / shares | 0 |
Weighted-average fair value, cancelled/expired (in dollars per share) | $ / shares | 71.74 |
Weighted-average fair value at end of period (in dollars per share) | $ / shares | $ 68.66 |
PSU at grant date (in shares per unit) | shares | 1 |
Stockholders' Equity and Equi_6
Stockholders' Equity and Equity Instruments - Components and Changes In AOCL (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | $ 293.1 | $ 319.9 |
Other comprehensive (loss) income before reclassifications | (4.7) | 52.8 |
Amounts reclassified from accumulated other comprehensive loss | (1) | 0.1 |
Net current period other comprehensive income (loss) | (5.7) | 52.9 |
Ending balance | 288 | 378.3 |
Gains (loss) on foreign exchange of intercompany notes of long-term nature | 1.2 | 24.2 |
Gains and (Losses) on Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 3.1 | (0.5) |
Other comprehensive (loss) income before reclassifications | (0.9) | 0.8 |
Amounts reclassified from accumulated other comprehensive loss | (1.1) | (0.1) |
Net current period other comprehensive income (loss) | (2) | 0.7 |
Ending balance | 1.1 | 0.2 |
Defined Benefit Pension | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | (5.4) | (6.4) |
Other comprehensive (loss) income before reclassifications | 0 | (3.2) |
Amounts reclassified from accumulated other comprehensive loss | 0.1 | 0.2 |
Net current period other comprehensive income (loss) | 0.1 | (3) |
Ending balance | (5.3) | (9.4) |
Foreign Currency | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | (108.2) | (349.8) |
Other comprehensive (loss) income before reclassifications | (3.8) | 55.2 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Net current period other comprehensive income (loss) | (3.8) | 55.2 |
Ending balance | (112) | (294.6) |
Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | (110.5) | (356.7) |
Ending balance | $ (116.2) | $ (303.8) |
Stockholders' Equity and Equi_7
Stockholders' Equity and Equity Instruments - Reclassifications From AOCL (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income tax benefit (expense) | $ (1.2) | $ (8.4) |
Net earnings | 2.4 | 28.1 |
Product cost | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Product cost | (175.9) | (175) |
Amount Reclassified from AOCL | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net earnings | (1) | 0.1 |
Amount Reclassified from AOCL | Losses on cash flow hedges: | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income tax benefit (expense) | 0.4 | 0.1 |
Net earnings | (1.1) | (0.1) |
Amount Reclassified from AOCL | Losses on cash flow hedges: | Natural gas instruments | Product cost | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Product cost | (1.5) | (0.2) |
Amount Reclassified from AOCL | Amortization of defined benefit pension: | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income tax benefit (expense) | 0 | (0.1) |
Net earnings | 0.1 | 0.2 |
Amount Reclassified from AOCL | Amortization of defined benefit pension: | Product cost | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Product cost | $ 0.1 | $ 0.3 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) - Natural gas instruments MMBTU in Millions, $ in Millions | 3 Months Ended | |
Dec. 31, 2021USD ($)MMBTU | Dec. 31, 2020MMBTU | |
Derivatives, Fair Value [Line Items] | ||
Notional amount (in MMBtus) | MMBTU | 1.4 | 2.1 |
Net gains to be reclassified from accumulated other comprehensive loss to earnings during the next 12 months | $ | $ 1.6 | |
Derivatives Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Percent of forecasted usage to be hedged | 90.00% | |
Maximum period which the Company hedges in advance of forecasted purchase | 36 months |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Values (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Common Stock, Large Cap US Companies | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 35.00% | 30.00% |
Common Stock of Small to Mid Cap US Companies | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 5.00% | 10.00% |
Common Stock, International Companies | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 10.00% | 10.00% |
Bond Funds | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 15.00% | 15.00% |
Short-Term Investments | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 5.00% | 5.00% |
Blended Funds | Mutual Fund Investments, Concentration Risk | Investment Benchmark | ||
Liability Class: | ||
Investment concentration risk (as a percent) | 30.00% | 30.00% |
Fair Value, Measurements, Recurring | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | $ 2.1 | $ 2.1 |
Total Assets | 3.7 | 6.3 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | (2.1) | (2.1) |
Total Liabilities | (2.1) | (2.1) |
Fair Value, Measurements, Recurring | Natural gas instruments, net | ||
Asset Class: | ||
Derivatives – natural gas instruments, net | 1.6 | 4.2 |
Fair Value, Measurements, Recurring | Level One | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | 2.1 | 2.1 |
Total Assets | 2.1 | 2.1 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | (2.1) | (2.1) |
Total Liabilities | (2.1) | (2.1) |
Fair Value, Measurements, Recurring | Level One | Natural gas instruments, net | ||
Asset Class: | ||
Derivatives – natural gas instruments, net | 0 | 0 |
Fair Value, Measurements, Recurring | Level Two | ||
Asset Class: | ||
Mutual fund investments in a non-qualified savings plan | 0 | 0 |
Total Assets | 1.6 | 4.2 |
Liability Class: | ||
Liabilities related to non-qualified savings plan | 0 | 0 |
Total Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level Two | Natural gas instruments, net | ||
Asset Class: | ||
Derivatives – natural gas instruments, net | 1.6 | 4.2 |
Fair Value, Measurements, Recurring | 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 |
Fair Value, Measurements, Recurring | Level Three | Natural gas instruments, net | ||
Asset Class: | ||
Derivatives – natural gas instruments, net | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
6.75% Senior Notes due December 2027 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 6.75% | 6.75% |
Senior Notes | 4.875% Senior Notes due July 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.875% | 4.875% |
Fair value of senior notes | $ 254,600,000 | $ 260,000,000 |
Aggregate principal amount due at maturity | $ 250,000,000 | 250,000,000 |
Senior Notes | 6.75% Senior Notes due December 2027 | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 6.75% | |
Fair value of senior notes | $ 529,400,000 | 532,900,000 |
Senior Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Debt fair value amount | 500,000,000 | 500,000,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount due at maturity | 205,500,000 | 169,200,000 |
Fair value of credit agreement debt | 202,100,000 | 166,600,000 |
Fair Value, Measurements, Recurring | ||
Debt Instrument [Line Items] | ||
Mutual fund investments in a non-qualified savings plan | 2,100,000 | 2,100,000 |
Fair Value, Measurements, Recurring | Level One | ||
Debt Instrument [Line Items] | ||
Mutual fund investments in a non-qualified savings plan | $ 2,100,000 | $ 2,100,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net earnings from continuing operations | $ 7.9 | $ 14.7 |
Less: net earnings allocated to participating securities | (0.1) | (0.4) |
Net earnings from continuing operations available to common stockholders | 7.8 | 14.3 |
Net (loss) earnings from discontinued operations | (5.5) | 13.4 |
Net earnings available to common stockholders | $ 2.3 | $ 27.7 |
Denominator (in thousands): | ||
Weighted-average common shares outstanding, shares for basic earnings per share (in shares) | 34,060 | 33,958 |
Weighted-average awards outstanding (in shares) | 29 | 19 |
Shares for diluted earnings per share (in shares) | 34,089 | 33,977 |
Basic net earnings from continuing operations per common share (in dollars per share) | $ 0.23 | $ 0.42 |
Basic net (loss) earnings from discontinued operations per common share (in dollars per share) | (0.16) | 0.40 |
Basic net earnings per common share (in dollars per share) | 0.07 | 0.82 |
Diluted net earnings from continuing operations per common share (in dollars per share) | 0.23 | 0.42 |
Diluted net (loss) earnings from discontinued operations per common share (in dollars per share) | (0.16) | 0.40 |
Diluted net earnings per common share (in dollars per share) | $ 0.07 | $ 0.81 |
Participating securities (in shares) | 430 | 378 |
Weighted anti-dilutive awards outstanding (in shares) | 1,097 | 1,088 |