Discontinued Operations
 6 Months Ended
Jun. 30, 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 $432.3 million, including $12.7 million in working capital adjustments (in each case, based on exchange rates at the time of closing), comprised of a cash payment of approximately $325.5 million and an additional $106.8 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 2022 and which will be calculated on a sliding scale if the South America specialty plant nutrition business achieves certain full-year 2021 earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance targets. 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 (“KAS”), 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, which resulted in the removal of the North America micronutrient business assets and liabilities from the unaudited consolidated financial statements, including $7.0 million in goodwill. The Company recognized a gain from the sale of $30.8 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 pending Fermavi sale is subject to the satisfaction of closing conditions, including receipt of necessary governmental approvals.

In measuring the assets and liabilities held for sale at fair value less estimated costs to sell, the Company completed an 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 businesses are sold. Management evaluated indicators of fair value of each of the Specialty Businesses, including the net proceeds expected to be realized at closing of the transactions to sell its South America specialty plant nutrition business, a component of its North America micronutrient business, its investment in Fermavi and the earn-out component of the proceeds from the sale of the South America specialty plant nutrition business, in addition to indications of fair value received from third parties in connection with the marketing of the remaining South America chemicals business.

The amount of CTA loss within accumulated other comprehensive loss (“AOCL”) on the Company’s Consolidated Balance Sheets related to the Specialty Businesses was considered in the Company’s determination of the adjustment to fair value less estimated costs to sell. The Company recognized a net (gain) loss from its adjustment to fair value less estimated costs to sell of $(14.6) million and $240.6 million included in its earnings (loss) from discontinued operations in its Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively. The net gain from adjustment to fair value less estimated costs to sell recognized for the three months ended June 30, 2021 reflects changes in the Company's net proceeds, both realized and estimated, and updated exchange rates that have impacted the CTA. The adjustment to fair value less estimated costs to sell for the six months ended June 30, 2021 is due primarily to the translation of the net assets of the Company’s Brazil subsidiaries from Brazilian reais to U.S. dollars, which has been reported in CTA. As of June 30, 2021, the adjustment to fair value less costs to sell for the Company’s South America chemicals and specialty plant nutrition businesses was $81.8 million and $148.4 million, respectively, inclusive of CTA. The amount of CTA recorded in AOCL will be eliminated upon substantial liquidation of each foreign entity. The Company also recognized a loss for the adjustment to fair value less estimated costs to sell of $10.4 million on its investment in Fermavi as of June 30, 2021. The Company recognized a
loss of $2.8 million upon abandonment of the remaining North America micronutrient product inventory not included in the purchase and sale agreement with KAS, which primarily consisted of product lines produced in South America.

The Company’s determination of the net proceeds to be realized at or after closing of each transaction involves certain estimates and judgments based on, among other items: (i) management’s interpretation and application of key terms of each definitive agreement, (ii) certain consolidated balance sheet amounts of the business or asset group as of June 30, 2021 and (iii) certain projections of costs to be incurred through an estimated future date. The balances of net working capital, cash, debt and deductions are subject to future changes based on the operations of the remaining businesses from June 30, 2021, through the closing date or earn-out determination date, and estimated proceeds and costs to sell the businesses could differ from actual results. Consequently, a change in the adjustment to fair value less estimated costs to sell associated with the Specialty Businesses could occur in a future period, including upon closing of the transactions described above or thereafter.

In addition to calculating an estimate of net proceeds expected to be realized at or after closing, as described above, certain additional judgments, estimates and other reporting matters related to discontinued operations include matters discussed in the following paragraphs.

As discussed in Note 1, the North America micronutrient product business was previously reported in the Company’s Plant Nutrition North America segment (which is now known as the Plant Nutrition segment), which aligns with the Plant Nutrition North America reporting unit for purposes of evaluating goodwill. Based on the Company’s assessment of the estimated relative fair values of the North America micronutrient product business and the remaining business from the former Plant Nutrition North America reporting unit, the Company performed an allocation of goodwill between the North America micronutrient product business classified as held for sale and the business being retained, which resulted in $6.8 million of goodwill allocated to the North America micronutrient product business as of December 31, 2020. See Note 6 for additional details.

The information below sets forth selected financial information related to the operating results of the Specialty Businesses classified as discontinued operations. While the reclassification of the Specialty Businesses’ revenue and expenses to net earnings (loss) from discontinued operations in prior periods has no impact upon previously reported results, 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 balance sheet information of assets and liabilities held for sale (in millions):

June 30,
2021		December 31,
2020
Cash and cash equivalents$27.3 $10.5 
Receivables, less allowance for doubtful accounts of $8.3 in 2021 and $7.1 in 2020
106.8 111.5 
Inventories101.5 70.7 
Property, plant and equipment, net122.1 — 
Goodwill225.8 — 
Loss recognized on held for sale classification(240.6)— 
Other88.0 13.8 
Current assets held for sale$430.9 $206.5 
Property, plant and equipment, net$— $113.2 
Goodwill— 225.5 
Other— 65.4 
Noncurrent assets held for sale$— $404.1 
Current portion of long-term debt$105.8 $53.7 
Accounts payable59.6 34.3 
Accrued expenses and other current liabilities84.3 23.4 
Current liabilities held for sale$249.7 $111.4 
Long-term debt, net of current portion$— $38.6 
Other noncurrent liabilities — 37.5 
Noncurrent liabilities held for sale$— $76.1 
The following table represents summarized statements of operations information of discontinued operations (in millions), inclusive of the remaining North America micronutrient product lines abandoned during the three months ended June 30, 2021, as discussed above:

Three Months Ended
June 30,		Six Months Ended
June 30,
2021202020212020
Sales$103.8 $81.0 $189.7 $149.0 
Shipping and handling cost4.8 3.6 8.7 7.0 
Product cost78.8 57.9 141.8 109.9 
Gross profit20.2 19.5 39.2 32.1 
Selling, general and administrative expenses12.7 11.9 26.1 25.2 
Operating earnings7.5 7.6 13.1 6.9 
Interest expense2.1 1.8 3.8 4.2 
(Gain) loss on foreign exchange(24.3)0.6 (20.0)4.3 
Net (gain) loss on adjustment to fair value less estimated costs to sell(14.6)— 240.6 — 
Net gain on sale of business(30.8)— (30.8)— 
Other income, net(0.6)(0.4)(0.9)(0.5)
Earnings (loss) from discontinued operations before income taxes75.7 5.6 (179.6)(1.1)
Income tax expense2.2 1.7 3.2 1.0 
Net earnings (loss) from discontinued operations$73.5 $3.9 $(182.8)$(2.1)

The significant components included in our Consolidated Statements of Cash Flows for the discontinued operations are as follows (in millions):

Six Months Ended
June 30,
20212020
Depreciation, depletion and amortization$4.8 $10.8 
Deferred income taxes(9.0)(2.5)
Loss on impairment of long-lived assets237.6 — 
Gain on sale of business(33.7)— 
Proceeds from sale of business56.7 — 
Capital expenditures(5.4)(3.0)
Changes in receivables7.2 2.6 
Changes in inventories (25.7)(11.4)
Changes in other assets(15.1)(7.2)
Changes in accounts payable and accrued expenses and other current liabilities (29.6)18.6 
Proceeds from issuance of long-term debt21.8 22.2 
Principal payments on long-term debt(12.0)(16.7)