Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Oct. 31, 2014 | Mar. 31, 2014 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'HEADWATERS INC | ' | ' |
Entity Central Index Key | '0001003344 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $942,627,159 |
Entity Common Stock, Shares Outstanding | ' | 73,510,147 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $152,542 | $75,316 |
Trade receivables, net | 119,330 | 109,868 |
Inventories | 50,633 | 37,383 |
Deferred income taxes | 11,076 | 14,036 |
Other | 10,536 | 7,280 |
Total current assets | 344,117 | 243,883 |
Property, plant and equipment, net | 182,111 | 159,619 |
Other assets: | ' | ' |
Goodwill | 175,586 | 137,198 |
Intangible assets, net | 159,863 | 139,797 |
Other | 41,750 | 43,512 |
Total other assets | 377,199 | 320,507 |
Total assets | 903,427 | 724,009 |
Current liabilities: | ' | ' |
Accounts payable | 27,026 | 21,810 |
Accrued personnel costs | 48,902 | 47,746 |
Accrued interest | 18,273 | 16,077 |
Current income taxes | 368 | 120 |
Other accrued liabilities | 41,757 | 55,268 |
Current portion of long-term debt | 0 | 7,553 |
Total current liabilities | 136,326 | 148,574 |
Long-term liabilities: | ' | ' |
Long-term debt | 599,579 | 449,420 |
Income taxes | 23,242 | 24,637 |
Other | 28,586 | 16,968 |
Total long-term liabilities | 651,407 | 491,025 |
Total liabilities | 787,733 | 639,599 |
Commitments and contingencies | ' | ' |
Redeemable non-controlling interest in consolidated subsidiary | 13,252 | 0 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; authorized 200,000 shares; issued and outstanding: 73,149 shares at September 30, 2013 (including 65 shares held in treasury) and 73,510 shares at September 30, 2014 (including 61 shares held in treasury) | 74 | 73 |
Capital in excess of par value | 723,648 | 720,828 |
Retained earnings (accumulated deficit) | -620,688 | -635,972 |
Treasury stock | -592 | -519 |
Total stockholders' equity | 102,442 | 84,410 |
Total liabilities and stockholders' equity | $903,427 | $724,009 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized shares | 200,000,000 | 200,000,000 |
Common stock, issued shares | 73,510,000 | 73,149,000 |
Common stock, outstanding shares | 73,510,000 | 73,149,000 |
Common stock, held in treasury (in shares) | 61,000 | 65,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | $472,434 | $394,324 | $339,632 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 309,337 | 293,000 | 281,672 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 9,676 | 15,252 | 11,483 |
Total revenue | 245,921 | 223,399 | 156,512 | 165,615 | 214,985 | 197,030 | 140,988 | 149,573 | 791,447 | 702,576 | 632,787 |
Cost of revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 336,283 | 283,128 | 241,669 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 224,888 | 219,996 | 210,158 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 4,583 | 6,970 | 5,893 |
Total cost of revenue | ' | ' | ' | ' | ' | ' | ' | ' | 565,754 | 510,094 | 457,720 |
Gross profit | 78,577 | 67,672 | 38,551 | 40,893 | 64,321 | 58,505 | 32,411 | 37,245 | 225,693 | 192,482 | 175,067 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 21,319 | 20,230 | 20,675 |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 137,650 | 117,841 | 119,989 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 158,969 | 138,071 | 140,664 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 66,724 | 54,411 | 34,403 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -46,329 | -42,566 | -52,678 |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | -348 | 364 | -7,493 |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -46,677 | -42,202 | -60,171 |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 20,047 | 12,209 | -25,768 |
Income tax provision | ' | ' | ' | ' | ' | ' | ' | ' | -3,574 | -3,924 | -661 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 16,473 | 8,285 | -26,429 |
Loss from discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -415 | -1,148 | -35,819 |
Net income (loss) | 16,681 | 10,893 | -10,082 | -1,434 | 10,253 | 11,016 | -8,260 | -5,872 | 16,058 | 7,137 | -62,248 |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -774 | 0 | 0 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | $15,284 | $7,137 | ($62,248) |
Basic and diluted income (loss) per share attributable to Headwaters Incorporated: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
From continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.21 | $0.12 | ($0.43) |
From discontinued operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ($0.02) | ($0.59) |
Earnings (loss) per share, basic and diluted, total (in dollars per share) | $0.22 | $0.14 | ($0.14) | ($0.02) | $0.14 | $0.15 | ($0.11) | ($0.09) | $0.20 | $0.10 | ($1.02) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
In Thousands, unless otherwise specified | |||||
Balances at Sep. 30, 2011 | $61 | $637,547 | ($580,861) | ($11) | $56,736 |
Balances (in shares) at Sep. 30, 2011 | 60,947 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Issuance of common stock pursuant to employee stock purchase plan | 0 | 635 | ' | ' | 635 |
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 212 | ' | ' | ' | ' |
Issuance of restricted stock, net of cancellations | 0 | ' | ' | ' | 0 |
Issuance of restricted stock, net of cancellations (in shares) | -13 | ' | ' | ' | ' |
Stock-based compensation | ' | 1,737 | ' | ' | 1,737 |
24, net 41, and net 4 share increase (decrease) in treasury stock held for deferred compensation plan obligations, at cost for the years 2012, 2013, and 2014, respectively | ' | 128 | ' | -128 | 0 |
Adjustment of estimated redemption value of non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | 0 |
Other | ' | ' | ' | 11 | 11 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | -62,248 | ' | -62,248 |
Balances at Sep. 30, 2012 | 61 | 640,047 | -643,109 | -128 | -3,129 |
Balances (in shares) at Sep. 30, 2012 | 61,146 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Issuance of common stock, net of offering costs of $5,418 | 12 | 77,945 | ' | ' | 77,957 |
Issuance of common stock, net of offering costs (in shares) | 11,500 | ' | ' | ' | 11,500 |
Issuance of common stock pursuant to employee stock purchase plan | 0 | 742 | ' | ' | 742 |
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 101 | ' | ' | ' | ' |
Exercise of stock appreciation rights and restricted stock units | 0 | ' | ' | ' | 0 |
Exercise of stock appreciation rights and restricted stock units (in shares) | 250 | ' | ' | ' | ' |
Issuance of restricted stock, net of cancellations | 0 | ' | ' | ' | 0 |
Issuance of restricted stock, net of cancellations (in shares) | 152 | ' | ' | ' | ' |
Stock-based compensation | ' | 1,703 | ' | ' | 1,703 |
24, net 41, and net 4 share increase (decrease) in treasury stock held for deferred compensation plan obligations, at cost for the years 2012, 2013, and 2014, respectively | ' | 391 | ' | -391 | 0 |
Adjustment of estimated redemption value of non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | 0 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | 7,137 | ' | 7,137 |
Balances at Sep. 30, 2013 | 73 | 720,828 | -635,972 | -519 | 84,410 |
Balances (in shares) at Sep. 30, 2013 | 73,149 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Issuance of common stock pursuant to employee stock purchase plan | 1 | 758 | ' | ' | 759 |
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 78 | ' | ' | ' | ' |
Exercise of stock appreciation rights and restricted stock units | 0 | ' | ' | ' | 0 |
Exercise of stock appreciation rights and restricted stock units (in shares) | 133 | ' | ' | ' | ' |
Issuance of restricted stock, net of cancellations | 0 | ' | ' | ' | 0 |
Issuance of restricted stock, net of cancellations (in shares) | 150 | ' | ' | ' | ' |
Stock-based compensation | ' | 2,165 | ' | ' | 2,165 |
24, net 41, and net 4 share increase (decrease) in treasury stock held for deferred compensation plan obligations, at cost for the years 2012, 2013, and 2014, respectively | ' | 73 | ' | -73 | 0 |
Adjustment of estimated redemption value of non-controlling interest in consolidated subsidiary | ' | -176 | ' | ' | -176 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | 15,284 | ' | 15,284 |
Balances at Sep. 30, 2014 | $74 | $723,648 | ($620,688) | ($592) | $102,442 |
Balances (in shares) at Sep. 30, 2014 | 73,510 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | ' | ' | ' |
Increase (decrease) in treasury stock held for deferred compensation plan obligations (in shares) | 4 | 41 | 24 |
Issuance of common stock, offering costs | ' | $5,418 | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $16,058 | $7,137 | ($62,248) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 55,134 | 52,317 | 51,481 |
Interest expense related to amortization of debt issue costs and debt discount | 2,175 | 5,841 | 14,184 |
Stock-based compensation | 2,165 | 1,703 | 1,737 |
Deferred income taxes | 1,666 | 698 | 198 |
Net loss (gain) on disposition of property, plant and equipment | 95 | -649 | -538 |
Loss (gain) on sale of discontinued operations, net of income taxes | -2,727 | 55 | -267 |
Asset impairments | 1,815 | 0 | 13,166 |
Net loss of unconsolidated joint ventures | 529 | 0 | 9,314 |
Gain on convertible debt repayments | 0 | -35 | -2,479 |
Decrease (increase) in trade receivables | 517 | -5,035 | -9,792 |
Decrease (increase) in inventories | -2,347 | 2,221 | 2,954 |
Increase (decrease) in accounts payable and accrued liabilities | -13,225 | -4,218 | 27,443 |
Other changes in operating assets and liabilities, net | -1,478 | -1,472 | 1,016 |
Net cash provided by (used in) operating activities | 60,377 | 58,563 | 46,169 |
Cash flows from investing activities: | ' | ' | ' |
Business acquisitions | -94,998 | -43,250 | -996 |
Investments in unconsolidated joint ventures | -1,875 | 0 | 0 |
Proceeds from sale of investments in unconsolidated joint ventures | 0 | 0 | 18,522 |
Purchase of property, plant and equipment | -35,799 | -29,119 | -26,447 |
Proceeds from disposition of property, plant and equipment | 905 | 791 | 1,261 |
Proceeds from sale of discontinued operations | 4,666 | 4,813 | 2,000 |
Net decrease (increase) in long-term receivables and deposits | 7,445 | -1,171 | -42 |
Net change in other assets | -2,162 | -437 | -706 |
Net cash used in investing activities | -121,818 | -68,373 | -6,408 |
Cash flows from financing activities: | ' | ' | ' |
Net proceeds from issuance of common stock | 0 | 77,957 | 0 |
Net proceeds from issuance of long-term debt | 146,650 | 0 | 0 |
Payments on long-term debt | -7,792 | -47,355 | -36,334 |
Debt issue costs | 0 | 0 | -1,090 |
Dividends paid to non-controlling interest in consolidated subsidiary | -950 | 0 | 0 |
Employee stock purchases | 759 | 742 | 635 |
Net cash provided by (used in) financing activities | 138,667 | 31,344 | -36,789 |
Net increase (decrease) in cash and cash equivalents | 77,226 | 21,534 | 2,972 |
Cash and cash equivalents, beginning of year | 75,316 | 53,782 | 50,810 |
Cash and cash equivalents, end of year | 152,542 | 75,316 | 53,782 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Increase in accrued liabilities for acquisition-related commitment | 2,614 | 0 | 1,467 |
Exchange of convertible senior subordinated notes | 0 | 0 | 49,791 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | 42,572 | 37,290 | 40,878 |
Cash paid for income taxes | $1,729 | $2,537 | $1,391 |
Description_of_Business_and_Or
Description of Business and Organization | 12 Months Ended |
Sep. 30, 2014 | |
Description of Business and Organization | ' |
Description of Business and Organization | ' |
1. Description of Business and Organization | |
Headwaters Incorporated (Headwaters) is a building products company incorporated in Delaware, providing products and services in the light and heavy building materials segments. Headwaters' vision is to improve lives through innovative advancements in construction materials. | |
The light building products segment designs, manufactures, and sells a wide variety of building products, including exterior vinyl siding accessories (such as shutters, mounting blocks, and vents), manufactured architectural stone, roofing materials and concrete block. Revenues from Headwaters' light building products businesses are diversified geographically and also by market, including the new housing and residential repair and remodel markets, as well as commercial construction markets. | |
The heavy construction materials segment is the nationwide leader in the management and marketing of coal combustion products (CCPs), including fly ash which is primarily sold directly to concrete manufacturers who use it as a mineral admixture for the partial replacement of portland cement in concrete. Headwaters' heavy construction materials business is comprised of a nationwide supply, storage and distribution network. Headwaters also provides services to electric utilities related to the management of CCPs. | |
In addition to the two building materials segments described above, Headwaters also has a non-core energy technology segment which has been focused on reducing waste and increasing the value of energy-related feedstocks, primarily in the areas of low-value oil and coal. In oil, Headwaters' heavy oil upgrading process uses a liquid catalyst precursor to generate a highly active molecular catalyst to convert low-value residual oil into higher-value distillates that can be further refined into gasoline, diesel and other products. In coal, Headwaters owned and operated coal cleaning facilities that separate ash from waste coal to provide a refined coal product that is higher in Btu value and lower in impurities than the feedstock coal. As described in Note 5, Headwaters disposed of its remaining coal cleaning facilities in January 2013 and the results of Headwaters' coal cleaning operations have been presented as discontinued operations for all periods. | |
Headwaters' fiscal year ends on September 30 and unless otherwise noted, references to years refer to Headwaters' fiscal year rather than a calendar year. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Principles of Consolidation—The consolidated financial statements include the accounts of Headwaters, all of its subsidiaries and other entities in which Headwaters has a controlling interest. In accordance with the requirements of ASC Topic 810 Consolidation, Headwaters is required to consolidate any variable interest entities for which it is the primary beneficiary. For investments in entities in which Headwaters has a significant influence over operating and financial decisions (generally defined as owning a voting or economic interest of 20% to 50%), Headwaters applies the equity method of accounting. In instances where Headwaters' investment is less than 20% and significant influence does not exist, investments are carried at cost. As of September 30, 2014, there are no material variable interest entities or equity-method investments. All significant intercompany transactions and accounts are eliminated in consolidation. | |
Use of Estimates—The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect i) the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and ii) the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. | |
Segment Reporting, Major Customers and Other Concentrations of Risk—Headwaters currently operates three business segments: light building products, heavy construction materials and energy technology. Additional information about these segments is presented in Note 3. No customer accounted for over 10% of total revenue in any year presented and less than 10% of Headwaters' revenue was from sales outside the United States. Approximately 13%, 12% and 10% of Headwaters' total revenue and cost of revenue was for services in 2012, 2013 and 2014, respectively. Substantially all service-related revenue for all periods was in the heavy construction materials segment. Headwaters normally purchases a majority of the polypropylene and poly vinyl chloride (PVC) used in its resin-based building products from a single supplier; however, polypropylene and PVC could be obtained from other suppliers if necessary and management currently believes any such change in suppliers would not be materially disruptive. | |
Revenue Recognition and Cost of Revenue—Revenue from the sale of light building products, CCPs and energy-related products is recognized upon passage of title to the customer, which coincides with physical delivery and assumption of risk of loss by the customer. Estimated sales rebates and discounts pertaining to the sale of building products are provided for at the time of sale and are based primarily upon established policies and historical experience. Revenues include transportation charges and shipping and handling fees associated with delivering products and materials to customers when the transportation and/or shipping and handling is contractually provided for between the customer and Headwaters. Cost of revenue includes shipping and handling fees. | |
CCP service revenues are primarily earned under long-term contracts to dispose of residual materials created by coal-fired electric power generation. Revenues under long-term site service contracts are recognized concurrently with the removal of material and are based on the volume of material removed at established prices per ton. In compliance with contractual obligations, the cost of CCPs purchased from certain utilities is based on a percentage of the "net revenues" from sale of the CCPs purchased. Costs also include landfill fees and transportation charges to deliver non-marketable CCPs to landfills. | |
Cash and Cash Equivalents—Headwaters considers all short-term, highly-liquid investments with a maturity of three months or less when purchased to be cash equivalents. Certain cash and cash equivalents are deposited with financial institutions, and at times such amounts exceed insured depository limits. | |
Receivables—Allowances are provided for uncollectible accounts and notes when deemed necessary. Such allowances are based on an account-by-account analysis of collectability or impairment plus a provision for non-customer specific defaults based upon historical collection experience. Headwaters performs periodic credit evaluations of its customers but collateral is not required for trade receivables. Collateral is generally required for notes receivable, which were not material during the periods presented. | |
Inventories—Inventories are stated at the lower of cost or market (net realizable value). Cost includes direct material, transportation, direct labor and allocations of manufacturing overhead costs and is determined primarily using the first-in, first-out method. | |
Property, Plant and Equipment—Property, plant and equipment are recorded at cost. For significant self-constructed assets, cost includes direct labor and interest. Expenditures for major improvements are capitalized; expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. Assets are depreciated using primarily the straight-line method over their estimated useful lives, limited to the lease terms for improvements to leased assets. The units-of-production method is used to depreciate certain light building products segment assets. Upon the sale or retirement of property, plant and equipment, any gain or loss on disposition is reflected in results of operations and the related asset cost and accumulated depreciation are removed from the respective accounts. | |
Intangible Assets and Goodwill—Intangible assets consist primarily of identifiable intangible assets obtained in connection with acquisitions. With the exception of certain indefinite-lived trade names, intangible assets are amortized using the straight-line method, Headwaters' best estimate of the pattern of economic benefit, over their estimated useful lives. Goodwill consists of the excess of the purchase price for acquired businesses over the fair value of assets acquired, net of liabilities assumed. As described in more detail in Note 7, in accordance with ASC Topic 350 Intangibles—Goodwill and Other, goodwill and indefinite-lived intangible assets are not amortized, but are tested at least annually for impairment. Amortizable intangible assets are tested for impairment only when an indicator of impairment exists. | |
Valuation of Long-Lived Assets—Headwaters evaluates the carrying value of long-lived assets, including amortizable intangible assets, as well as the related depreciation and amortization periods, to determine whether adjustments to carrying amounts or to estimated useful lives are required based on current events and circumstances. The carrying value of a long-lived asset is considered impaired when the anticipated cumulative undiscounted cash flow from that asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. As more fully described in Note 5, in 2012 there was a significant asset impairment charge for long-lived assets in the discontinued coal cleaning business. | |
Debt Issue Costs and Debt Repayment Premiums—Debt issue costs represent direct costs incurred for the issuance of long-term debt. These costs are amortized to interest expense over the lives of the respective debt issues using the effective interest method. When debt is repaid early, the portion of unamortized debt issue costs related to the early principal repayment is written off and included in interest expense. Any premiums associated with the repayment of debt are also charged to interest expense. | |
Financial Instruments—Derivatives are recorded in the consolidated balance sheet at fair value, as required by ASC Topic 815 Derivatives and Hedging. Accounting for changes in the fair value of a derivative depends on the intended use of the derivative, which is established at inception. For derivatives designated as cash flow hedges and which meet the effectiveness guidelines of ASC Topic 815, changes in fair value, to the extent effective, are recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative changes in fair value between the derivative contract and the hedged item over time. Any change in fair value of a derivative resulting from ineffectiveness, or an excluded component of the gain or loss, is recognized immediately and is recorded as interest expense. | |
Headwaters formally documents all hedge transactions at inception of the contract, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking the derivatives that are designated as hedges to specific assets, liabilities, firm commitments or forecasted transactions. Headwaters also formally assesses the effectiveness of any hedging instruments on an ongoing basis. Historically, Headwaters has entered into hedge agreements primarily to limit its exposure for interest rate movements and certain commodity price fluctuations. | |
In connection with the issuance of 2.50% convertible senior subordinated notes, Headwaters entered into convertible note hedge and warrant transactions for the purpose of effectively increasing the common stock conversion price. This convertible note hedge terminated when the notes were repaid in full in the March 2014 quarter. Since that time, and as of September 30, 2014, Headwaters has had no material hedge agreements or other derivatives in place. | |
Asset Retirement Obligations—From time to time Headwaters incurs asset retirement obligations associated with the restoration of certain CCP disposal sites. Headwaters records its legal obligations associated with the retirement of long-lived assets in accordance with the requirements of ASC Topic 410 Asset Retirements and Environmental Obligations. The fair value of a liability for an asset retirement obligation is recognized in the consolidated financial statements when the asset is placed in service. At such time, the fair value of the liability is estimated using discounted cash flows. In subsequent periods, the retirement obligation is accreted to its estimated future value as of the asset retirement date through charges to operating expenses. An asset equal in value to the retirement obligation is also recorded as a component of the carrying amount of the long-lived asset and is depreciated over the asset's useful life. As of September 30, 2013 and 2014, CCP asset retirement obligations totaled $0. However, as described in Note 5, Headwaters has recorded a liability for one of the reclamation obligations assumed by the buyer of a cleaning facility which was sold in 2013, but for which Headwaters remains contingently liable. | |
Income Taxes—Headwaters files a consolidated federal income tax return with substantially all of its subsidiaries. Income taxes are determined on an entity-by-entity basis and are accounted for in accordance with ASC Topic 740 Income Taxes. Headwaters recognizes deferred tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in income tax returns. Deferred tax assets or liabilities are determined based upon the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are periodically reviewed for recoverability based on current events, and valuation allowances are provided as necessary. Expenses for interest and penalties related to income taxes are classified within the income tax provision. | |
Advertising Costs—Advertising costs are expensed as incurred, except for the cost of certain materials which are capitalized and amortized to expense as the materials are distributed. Total advertising costs were approximately $5.9 million, $6.2 million and $8.0 million in 2012, 2013 and 2014, respectively. | |
Warranty Costs—Provision is made for warranty costs at the time of sale, based upon established policies and historical experience. Warranty costs were approximately $1.2 million, $1.5 million and $1.8 million in 2012, 2013 and 2014, respectively. | |
Contingencies—In accounting for legal matters and other contingencies, Headwaters follows the guidance in ASC Topic 450 Contingencies, under which loss contingencies are accounted for based upon the likelihood of an impairment of an asset or the incurrence of a liability. If a loss contingency is "probable" and the amount of loss can be reasonably estimated, it is accrued. If a loss contingency is "probable" but the amount of loss cannot be reasonably estimated, disclosure is made. If a loss contingency is "reasonably possible," disclosure is made, including the potential range of loss, if determinable. Loss contingencies that are "remote" are neither accounted for nor disclosed. Gain contingencies are given no accounting recognition until realized, but are disclosed if material. Headwaters records legal fees associated with loss contingencies when incurred and does not record estimated future legal fees. | |
Stock-Based Compensation—Headwaters uses the fair value method of accounting for stock-based compensation required by ASC Topic 718 Compensation—Stock Compensation. ASC Topic 718 requires companies to expense the value of equity-based awards. Stock-based compensation expense is reported within the same expense line items as used for cash compensation expense. Excess tax benefits resulting from exercise of stock options and stock appreciation rights (SARs) are reflected as necessary in the consolidated statement of changes in stockholders' equity and in financing cash flows in the statement of cash flows. | |
Headwaters recognizes compensation expense equal to the grant-date fair value of stock-based awards for all awards expected to vest, over the period during which the related service is rendered by grantees. The fair value of stock-based awards is determined primarily using the Black-Scholes-Merton option pricing model (B-S-M model), adjusted where necessary to account for specific terms of awards that the B-S-M model does not have the capability to consider; for example, awards which have a cap on allowed appreciation. For such awards, the output determined by the B-S-M model has been reduced by an amount determined by a Quasi-Monte Carlo simulation to reflect the reduction in fair value associated with the appreciation cap or other award feature. | |
The B-S-M model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. Option valuation models require the input of certain subjective assumptions, including expected stock price volatility and expected term. For stock-based awards, Headwaters primarily uses the "graded vesting" or accelerated method to allocate compensation expense over the requisite service periods. Estimated forfeiture rates are based largely on historical data and ranged from 1% to 3% during the periods presented. As of September 30, 2014, the estimated forfeiture rate for most unvested awards was 1% per year. | |
Earnings per Share Calculation—Earnings per share (EPS) has been computed based on the weighted-average number of common shares outstanding. Diluted EPS computations reflect the increase in weighted-average common shares outstanding that would result from the assumed exercise of outstanding stock-based awards calculated using the treasury stock method, and the assumed conversion of convertible securities using the if-converted method, when such stock-based awards or convertible securities are dilutive. | |
In accordance with the requirements of ASC Topic 260 Earnings Per Share, the diluted EPS calculations consider all of the following as assumed proceeds in using the treasury stock method to calculate whether and to what extent options and SARs are dilutive: i) the amount employees must pay upon exercise; plus ii) the average amount of unrecognized compensation cost during the period attributed to future service; plus iii) the amount of tax benefits, if any, that would be credited to additional paid-in capital if the award were to be exercised. | |
Recent Accounting Pronouncements—In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC Topic 606). This new revenue standard creates a single source of revenue guidance for all companies in all industries and is more principles-based than current revenue guidance. For Headwaters, the mandatory adoption date of ASC 606 is October 1, 2017 and there are two methods of adoption allowed, either a "full" retrospective adoption or a "modified" retrospective adoption. Headwaters is currently evaluating the impact of ASC 606, but at the current time does not know what impact the new standard will have on revenue recognized and other accounting decisions in future periods, if any, nor what method of adoption will be selected if the impact is material. | |
Headwaters has reviewed other recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial position of Headwaters. Based on the review of these other recently issued standards, Headwaters does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures. | |
Reclassifications—Certain prior period amounts have been reclassified to conform to the current period's presentation. The reclassifications had no effect on net income or total assets. | |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
3. Segment Reporting | |||||||||||||||||
Headwaters currently operates three business segments: light building products, heavy construction materials and energy technology. These segments are managed and evaluated separately by management due to differences in their markets, operations, products and services. Revenues for the light building products segment consist of product sales to wholesale and retail distributors, contractors and other users of building products. Revenues for the heavy construction materials segment consist primarily of CCP sales to ready-mix concrete businesses, with a smaller amount from services provided to coal-fueled electric generating utilities. Currently, continuing revenues for the energy technology segment consist primarily of catalyst sales to oil refineries. Historically, revenues for the energy technology segment consisted primarily of coal sales; however, as described in Note 5, Headwaters sold all of its coal cleaning facilities in 2012 and 2013. Coal sales revenue and results of operations have been reflected as discontinued operations in the accompanying statements of operations for all periods. Intersegment sales are immaterial. | |||||||||||||||||
The following segment information has been prepared in accordance with ASC Topic 280 Segment Reporting. Segment performance is evaluated primarily on revenue and operating income, although other factors are also used, such as Adjusted EBITDA. Headwaters defines Adjusted EBITDA as net income plus net interest expense, income taxes, depreciation and amortization, stock-based compensation, cash-based compensation tied to stock price, goodwill and other impairments, and other non-routine adjustments that arise from time to time. | |||||||||||||||||
Segment costs and expenses considered in deriving segment operating income (loss) include cost of revenue, amortization, and segment-specific selling, general and administrative expenses. Amounts included in the Corporate column represent expenses that are not allocated to any segment and include administrative departmental costs and general corporate overhead. Segment assets reflect those specifically attributable to individual segments and primarily include cash, accounts receivable, inventories, property, plant and equipment, goodwill and intangible assets. Certain other assets are included in the Corporate column. The net operating results of the discontinued coal cleaning business are reflected in the single line item for discontinued operations. | |||||||||||||||||
2012 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 339,632 | $ | 281,672 | $ | 11,483 | $ | 0 | $ | 632,787 | |||||||
Depreciation and amortization | $ | (35,724 | ) | $ | (13,322 | ) | $ | (2,287 | ) | $ | (148 | ) | $ | (51,481 | ) | ||
Operating income (loss) | $ | 25,553 | $ | 40,254 | $ | (6,045 | ) | $ | (25,359 | ) | $ | 34,403 | |||||
Net interest expense | (52,678 | ) | |||||||||||||||
Other income (expense), net | (7,493 | ) | |||||||||||||||
Income tax provision | (661 | ) | |||||||||||||||
Loss from continuing operations | (26,429 | ) | |||||||||||||||
Loss from discontinued operations, net of income taxes | (35,819 | ) | |||||||||||||||
Net loss | $ | (62,248 | ) | ||||||||||||||
Capital expenditures | $ | 17,707 | $ | 5,240 | $ | 1,472 | $ | 2,028 | $ | 26,447 | |||||||
Segment assets | $ | 271,554 | $ | 338,753 | $ | 36,377 | $ | 34,253 | $ | 680,937 | |||||||
2013 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 394,324 | $ | 293,000 | $ | 15,252 | $ | 0 | $ | 702,576 | |||||||
Depreciation and amortization | $ | (37,065 | ) | $ | (12,809 | ) | $ | (2,153 | ) | $ | (290 | ) | $ | (52,317 | ) | ||
Operating income (loss) | $ | 34,194 | $ | 43,519 | $ | (1,939 | ) | $ | (21,363 | ) | $ | 54,411 | |||||
Net interest expense | (42,566 | ) | |||||||||||||||
Other income (expense), net | 364 | ||||||||||||||||
Income tax provision | (3,924 | ) | |||||||||||||||
Income from continuing operations | 8,285 | ||||||||||||||||
Loss from discontinued operations, net of income taxes | (1,148 | ) | |||||||||||||||
Net income | $ | 7,137 | |||||||||||||||
Capital expenditures | $ | 21,455 | $ | 4,851 | $ | 634 | $ | 2,179 | $ | 29,119 | |||||||
Segment assets | $ | 306,686 | $ | 358,684 | $ | 34,509 | $ | 24,130 | $ | 724,009 | |||||||
2014 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 472,434 | $ | 309,337 | $ | 9,676 | $ | 0 | $ | 791,447 | |||||||
Depreciation and amortization | $ | (39,425 | ) | $ | (13,706 | ) | $ | (1,731 | ) | $ | (272 | ) | $ | (55,134 | ) | ||
Operating income (loss) | $ | 46,888 | $ | 51,503 | $ | (6,829 | ) | $ | (24,838 | ) | $ | 66,724 | |||||
Net interest expense | (46,329 | ) | |||||||||||||||
Other income (expense), net | (348 | ) | |||||||||||||||
Income tax provision | (3,574 | ) | |||||||||||||||
Income from continuing operations | 16,473 | ||||||||||||||||
Loss from discontinued operations, net of income taxes | (415 | ) | |||||||||||||||
Net income | $ | 16,058 | |||||||||||||||
Capital expenditures | $ | 25,307 | $ | 5,721 | $ | 473 | $ | 4,298 | $ | 35,799 | |||||||
Segment assets | $ | 411,968 | $ | 325,140 | $ | 22,674 | $ | 143,645 | $ | 903,427 | |||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Acquisitions | ' | ||||||||||
Acquisitions | ' | ||||||||||
4. Acquisitions | |||||||||||
Kleer Lumber—On December 31, 2012, a subsidiary of Headwaters acquired certain assets and assumed certain liabilities of Kleer Lumber, Inc., a privately-held Massachusetts-based company in the light building products industry. Kleer Lumber's results of operations have been included with Headwaters' consolidated results beginning January 1, 2013. | |||||||||||
Kleer Lumber is a manufacturer of high quality cellular PVC products, primarily trim board, but also millwork, sheet stock, paneling, and moulding. Headwaters believes the demand for cellular PVC building products is growing due to the ability to cut, mill, shape, and install in the same manner as wood products, but with the added benefit of cellular PVC requiring significantly less maintenance than wood. Kleer Lumber distributes its products to independent lumber yards located primarily in the Northeast and Mid-Atlantic states. | |||||||||||
Total consideration paid for Kleer Lumber was approximately $43.3 million, all of which was cash. Direct acquisition costs, consisting primarily of fees for advisory, legal and other professional services, totaled approximately $0.9 million and were included in selling, general and administrative expense in the statement of operations for 2013. | |||||||||||
The Kleer Lumber acquisition was accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations. The following table sets forth the estimated fair values of assets acquired and liabilities assumed as of the acquisition date: | |||||||||||
(in thousands) | |||||||||||
Current assets | $ | 5,818 | |||||||||
Current liabilities | (3,093 | ) | |||||||||
Property, plant and equipment | 4,098 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 11,100 | ||||||||||
Trade name (indefinite life) | 4,800 | ||||||||||
Goodwill | 20,527 | ||||||||||
Net assets acquired | $ | 43,250 | |||||||||
Kleer Lumber's future growth attributable to new customers, geographic market presence and assembled workforce are additional assets that are not separable and which contributed to recorded goodwill, all of which is tax deductible over 15 years. | |||||||||||
Entegra—On December 12, 2013, Headwaters acquired 80% of the equity interests of Roof Tile Acquisition, LLC, a privately-held Florida-based company in the light building products industry, which markets its products primarily under the Entegra brand. Entegra's results of operations have been included with Headwaters' consolidated results beginning December 13, 2013. | |||||||||||
Entegra is a leading manufacturer of concrete roof tiles and accessories which are sold primarily into the Florida market. The acquisition of Entegra provides additional product offerings to Headwaters' current roofing products portfolio. Headwaters believes the strategic location of Entegra's centralized manufacturing plant in Florida, the quality of its contractor/customer relationships, and the scope of its products and services provide a competitive advantage. Many of its customers are currently customers of Headwaters, and provide Headwaters the opportunity to expand existing sales and distribution within the Florida market, which is one of the fastest growing states in the U.S. in terms of population. | |||||||||||
Total consideration paid for Entegra was approximately $57.5 million, all of which was cash. Direct acquisition costs, consisting primarily of fees for legal services, totaled approximately $0.4 million and were included in selling, general and administrative expense in the statement of operations for 2014. Headwaters has the right, but not the obligation, to acquire the non-controlling 20% equity interest in Entegra for a stipulated multiple of EBITDA adjusted for certain prescribed items. This call right is exercisable at any time after five years following the date of acquisition, unless certain defined events occur prior to that time, in which case the right is exercisable earlier. The non-controlling owners have the right, but not the obligation, to require Headwaters to acquire the non-controlling 20% equity interest, again for a stipulated multiple of EBITDA adjusted for certain prescribed items. This put right is exercisable at any time after 18 months following the date of acquisition, unless certain defined events under Headwaters' control occur prior to that time, in which case the right is exercisable earlier. | |||||||||||
The Entegra acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations. The following table sets forth the estimated fair values of assets acquired and liabilities assumed as of the acquisition date: | |||||||||||
(in thousands) | |||||||||||
Current assets | $ | 8,261 | |||||||||
Current liabilities | (3,422 | ) | |||||||||
Property, plant and equipment | 10,589 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 20,600 | ||||||||||
Trade name (indefinite life) | 6,600 | ||||||||||
Goodwill | 28,156 | ||||||||||
Net assets acquired | 70,784 | ||||||||||
Less redeemable non-controlling interest | (13,252 | ||||||||||
) | |||||||||||
Net assets attributable to Headwaters | $ | 57,532 | |||||||||
Entegra's future growth attributable to new customers, geographic market presence and assembled workforce are additional assets that are not separable and which contributed to recorded goodwill, all of which is tax deductible over 15 years. | |||||||||||
Gerard—On May 16, 2014, Headwaters acquired certain assets and assumed certain liabilities of the roofing products business of Metals USA Building Products, L.P., which products are marketed under the Gerard and Allmet brands. Gerard's results of operations are being reported within the light building products segment and have been included with Headwaters' consolidated results beginning May 16, 2014. | |||||||||||
Gerard is one of the largest manufacturers of stone coated metal roofing materials in the U.S. and sells seven primary metal profiles. These niche roofing products combine profiles resembling tile, shake, or slate with a fire proof material and a low lifetime installed cost. The acquisition of Gerard increases the number of specialty niche roofing products that Headwaters provides to its core customers and is an area of focus for Headwaters. With the addition of Gerard, Headwaters now has three product categories in niche roofing, including resin-based composite, concrete, and metal, which could increase opportunities for cross selling. Besides broadening the niche roofing product lines, Gerard also expands Headwaters geographic footprint in the roofing category. | |||||||||||
Total consideration paid for Gerard was approximately $27.0 million, all of which was cash. Direct acquisition costs, consisting primarily of fees for legal services, totaled approximately $0.3 million and were included in selling, general and administrative expense in the statement of operations for 2014. | |||||||||||
The Gerard acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations. The following table sets forth the estimated fair values of assets acquired and liabilities assumed as of the acquisition date, using available information and assumptions Headwaters deems to be reasonable at the current time. Headwaters is in the process of finalizing all of the estimated amounts shown below, including the third-party valuations of the fair values of the acquired intangible assets; therefore, the provisional measurements shown in the table are subject to change. | |||||||||||
(in thousands) | |||||||||||
Current assets | $ | 9,195 | |||||||||
Current liabilities | (1,869 | ) | |||||||||
Property, plant and equipment | 8,314 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 4,000 | ||||||||||
Trade name (indefinite life) | 3,900 | ||||||||||
Goodwill | 7,332 | ||||||||||
Long-term liabilities | (3,906 | ) | |||||||||
Net assets acquired | $ | 26,966 | |||||||||
The process of identifying and valuing the intangible assets that were acquired has not been completed. When the intangible assets have been identified and valued, and estimated useful lives are determined, amortization of those intangible assets will be adjusted effective as of May 16, 2014. Gerard's future growth attributable to new customers, geographic market presence and assembled workforce are additional assets that are not separable and which contributed to recorded goodwill, most of which is tax deductible over 15 years. | |||||||||||
Other—During the March 2014 quarter, Headwaters acquired the assets of a company in the heavy construction materials industry located in the Northeast U.S. for initial cash consideration of approximately $3.1 million. This acquisition increased Headwaters' supply of fly ash and bottom ash, improving its competitive position in that region. During the September 2014 quarter, Headwaters acquired the assets of another company in the heavy construction materials industry located in the Southeast U.S. for cash consideration of approximately $7.4 million. This acquisition has increased Headwaters' supply of ash products produced by industrial boilers and has strengthened the ability to meet customers' needs along the Gulf Coast. | |||||||||||
Headwaters' goodwill from all acquisitions plus all indefinite-lived trade names are tested for impairment annually. In addition, all acquired goodwill and intangible assets are subject to review for impairment if indicators of impairment develop in the future. | |||||||||||
Combined Financial Information—The actual revenue included in Headwaters' statements of operations for 2013 and 2014 from all of the above acquisitions was approximately $28.6 million and $47.6 million, respectively, and the actual earnings (including non-controlling interest) included in Headwaters' statements of operations for 2013 and 2014 was approximately $1.6 million and $5.2 million, respectively. The following unaudited information presents the pro forma consolidated revenue and net income (loss) for Headwaters for the years indicated as if the 2013 Kleer Lumber acquisition had been included in Headwaters' consolidated results of operations beginning October 1, 2011 and the 2014 acquisitions had been included in Headwaters' consolidated results of operations beginning October 1, 2012. | |||||||||||
Unaudited (in thousands) | 2012 | 2013 | 2014 | ||||||||
Revenue | $ | 670,682 | $ | 784,395 | $ | 827,574 | |||||
Net income (loss) | (63,095 | ) | 12,387 | 19,909 | |||||||
The above unaudited pro forma results have been calculated by combining the historical results of Headwaters and the acquisitions as if the 2013 Kleer Lumber acquisition had occurred on October 1, 2011 and the 2014 acquisitions had occurred on October 1, 2012, and then adjusting the income tax provisions as if they had been calculated on the resulting, combined results. The pro forma results include estimates for intangible asset amortization which is subject to change when the final asset values have been determined. The pro forma results reflect the following 2013 expenses in 2012 instead of in 2013: $0.9 million of direct acquisition costs, $0.5 million of nonrecurring expense related to the fair value adjustment to acquisition-date inventory, and $0.3 million of other costs; and also reflect the following 2014 expenses in 2013 instead of in 2014: $0.7 million of direct acquisition costs and $1.2 million of nonrecurring expense related to the fair value adjustments to acquisition-date inventories. For all periods presented, historical depreciation and amortization expense of the acquired companies was adjusted to reflect the acquisition date fair value amounts of the related assets. No other material pro forma adjustments were deemed necessary, either to conform the acquisitions to Headwaters' accounting policies or for any other situation. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future. | |||||||||||
Non-controlling Interest in Consolidated Subsidiary—As described above, Headwaters acquired 80% of the equity interests of Entegra, and the non-controlling owners have the right to require Headwaters to acquire the non-controlling 20% equity interest. This put right is not deemed to be a freestanding financial instrument and because it is not solely within the control of Headwaters, the non-controlling interest does not qualify as permanent equity and has been reported outside the stockholders' equity section of the balance sheet as temporary, or mezzanine, equity. The value of the non-controlling interest was affected by the lack of control as well as the estimated fair values of the put and call rights. | |||||||||||
Because there is no fixed or probable redemption date for the put right, Headwaters adjusts quarterly the carrying value of the non-controlling interest to reflect its estimated redemption value at each period end. Estimated redemption value is calculated primarily using the EBITDA formula described previously for determining the price that would be paid if the put right were to have been exercised at the end of the reporting period, except that the adjusted carrying amount cannot be decreased below the original acquisition date redemption amount. | |||||||||||
The following table summarizes the activity of the non-controlling interest during 2014. | |||||||||||
(in thousands) | |||||||||||
Estimated fair value as of acquisition date | $ | 13,252 | |||||||||
Net income attributable to non-controlling interest | 774 | ||||||||||
Dividends | (950 | ) | |||||||||
Adjustment of estimated redemption value | 176 | ||||||||||
Balance as of September 30, 2014 | $ | 13,252 | |||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Discontinued Operations | ' | ||||||||||
Discontinued Operations | ' | ||||||||||
5. Discontinued Operations | |||||||||||
In September 2011, the Board of Directors committed to a plan to sell Headwaters' coal cleaning business, which was part of the energy technology segment. At that time the business met all of the criteria for classification as held for sale and presentation as a discontinued operation. Following the sale of all remaining coal cleaning facilities in January 2013, there are no remaining assets held for sale. The results of operations for the coal cleaning business have been presented as discontinued operations for all periods presented and certain summarized information for the discontinued business is presented in the following table. | |||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Revenue | $ | 22,268 | $ | 4,386 | $ | 0 | |||||
Loss from operations of discontinued operations before income taxes | $ | (36,210 | ) | $ | (3,752 | ) | $ | (3,175 | ) | ||
Gain (loss) on disposal | 267 | (55 | ) | 2,727 | |||||||
Income tax benefit | 124 | 2,659 | 33 | ||||||||
Loss from discontinued operations, net of income taxes | $ | (35,819 | ) | $ | (1,148 | ) | $ | (415 | ) | ||
In 2012, Headwaters recorded an impairment charge related to the coal cleaning business totaling $13.0 million. In 2013, Headwaters recognized a tax benefit of approximately $2.7 million, due primarily to the reversal of unrecognized income tax benefits related to audit periods that closed. Headwaters sold all of its coal cleaning facilities in 2012 and 2013, and recognized estimated gains on the sales dates. Subsequent to the dates of sale, some adjustments of the previously recognized estimated gains on the sales transactions have been recognized, including the reported amounts reflected in the table above. Headwaters currently expects that additional adjustments to the estimated gains and losses may be recognized in the future as certain contingencies are resolved. The loss from operations reflected in the table includes expenses for certain litigation which commenced prior to disposal of the business. | |||||||||||
For all sales transactions, a majority of the consideration is in the form of potential production royalties and deferred purchase price, which amounts are dependent upon future plant production levels over several years. Potential future production royalties and deferred purchase price on the sales transactions were not considered as being probable in the original gain calculations and are being accounted for in the periods when such amounts are received. During 2014, Headwaters received approximately $4.7 million in deferred purchase price payments, royalties and the collection of certain receivables which had been reserved. | |||||||||||
In accordance with the terms of the asset purchase agreement for one of the sales transactions, the buyer of the coal cleaning facilities agreed to assume the lease and reclamation obligations related to certain of the facilities. Subsequent to the date of sale, Headwaters amended the purchase agreement to provide the buyer with additional time to make payments to Headwaters, as well as fulfill contractual requirements related to the assumed reclamation obligations. As of September 30, 2014, Headwaters remains contingently liable for one of the assumed obligations and has accrued approximately $8.0 million to meet that contingent liability as necessary. Headwaters has also reserved certain receivables due from the buyer until such time as collection is more certain. | |||||||||||
Headwaters currently expects to continue to reflect as discontinued operations all activity related to the former coal cleaning business, at least until such time as the significant reclamation contingency is resolved. | |||||||||||
Current_Assets_and_Current_Lia
Current Assets and Current Liabilities | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Current Assets and Current Liabilities | ' | |||||||||||||
Current Assets and Current Liabilities | ' | |||||||||||||
6. Current Assets and Current Liabilities | ||||||||||||||
Receivables—Activity in the trade receivables allowance account was as follows for the three-year period ended September 30, 2014. | ||||||||||||||
(in thousands) | Balance at | Charged | Accounts | Balance at | ||||||||||
beginning | to expense | written off | end of year | |||||||||||
of year | ||||||||||||||
2012 | $ | 2,938 | $ | 532 | $ | (1,047 | ) | $ | 2,423 | |||||
2013 | 2,423 | 1,302 | (948 | ) | 2,777 | |||||||||
2014 | 2,777 | 2,022 | (1,261 | ) | 3,538 | |||||||||
In addition to the allowance for trade receivables, in 2013 Headwaters had additional activity of approximately $9.0 million in the allowance account for other receivables, all related to amounts owed to Headwaters by one of the buyers of some of the coal cleaning facilities described in Note 5. This $9.0 million addition represented a 100% reserve on a note receivable and other payments contractually agreed to by the buyer as of September 30, 2013, given the level of uncertainty of collection from the buyer. In 2014, approximately $2.0 million of the $9.0 million receivable was collected, which amount was reflected as gain on disposal from discontinued operations. | ||||||||||||||
Inventories—Inventories consisted of the following at September 30: | ||||||||||||||
(in thousands) | 2013 | 2014 | ||||||||||||
Raw materials | $ | 9,909 | $ | 12,017 | ||||||||||
Finished goods | 27,474 | 38,616 | ||||||||||||
$ | 37,383 | $ | 50,633 | |||||||||||
Other Accrued Liabilities—Other accrued liabilities consisted of the following at September 30: | ||||||||||||||
(in thousands) | 2013 | 2014 | ||||||||||||
Products and services received but not yet invoiced | $ | 24,355 | $ | 19,870 | ||||||||||
Litigation | 16,012 | 2,795 | ||||||||||||
Other | 14,901 | 19,092 | ||||||||||||
$ | 55,268 | $ | 41,757 | |||||||||||
LongLived_Assets
Long-Lived Assets | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Long-Lived Assets | ' | |||||||||||||||
Long-Lived Assets | ' | |||||||||||||||
7. Long-Lived Assets | ||||||||||||||||
Property, Plant and Equipment—Property, plant and equipment consisted of the following at September 30: | ||||||||||||||||
(in thousands of dollars) | Estimated useful lives | 2013 | 2014 | |||||||||||||
Land and improvements | 15 - 40 years | $ | 11,359 | $ | 15,298 | |||||||||||
Buildings and improvements | 5 - 40 years | 61,760 | 69,018 | |||||||||||||
Equipment and vehicles | 3 - 20 years | 204,438 | 222,800 | |||||||||||||
Dies and molds | 3 - 20 years | 79,248 | 83,299 | |||||||||||||
Construction in progress | — | 11,608 | 16,402 | |||||||||||||
368,413 | 406,817 | |||||||||||||||
Less accumulated depreciation | (208,794 | ) | (224,706 | ) | ||||||||||||
Net property, plant and equipment | $ | 159,619 | $ | 182,111 | ||||||||||||
Depreciation expense was approximately $30.8 million, $32.1 million and $33.8 million in 2012, 2013 and 2014, respectively. | ||||||||||||||||
Intangible Assets—With the exception of certain indefinite-lived trade names, Headwaters' identified intangible assets are being amortized over the estimated useful lives shown in the table below. The table also summarizes the gross carrying amounts and related accumulated amortization of all intangible assets as of September 30: | ||||||||||||||||
2013 | 2014 | |||||||||||||||
(in thousands of dollars) | Estimated | Gross | Accumulated | Gross | Accumulated | |||||||||||
useful lives | Carrying | Amortization | Carrying | Amortization | ||||||||||||
Amount | Amount | |||||||||||||||
Trade names | Indefinite | $ | 4,800 | — | $ | 15,300 | — | |||||||||
CCP contracts | 15 - 20 years | 106,400 | $ | 58,699 | 112,300 | $ | 64,192 | |||||||||
Customer relationships | 5 - 17 years | 83,564 | 44,129 | 107,953 | 50,355 | |||||||||||
Trade names | 5 - 20 years | 67,790 | 30,502 | 67,220 | 33,394 | |||||||||||
Patents and patented technologies | 5 - 19 years | 55,099 | 46,954 | 14,526 | 11,686 | |||||||||||
Other | 3 - 17 years | 3,960 | 1,532 | 3,935 | 1,744 | |||||||||||
$ | 321,613 | $ | 181,816 | $ | 321,234 | $ | 161,371 | |||||||||
Total amortization expense related to intangible assets was approximately $20.7 million, $20.2 million and $21.3 million in 2012, 2013 and 2014, respectively. Total estimated annual amortization expense for 2015 through 2019 is shown in the following table. | ||||||||||||||||
Year ending September 30: | (in thousands) | |||||||||||||||
2015 | $ | 17,827 | ||||||||||||||
2016 | 17,570 | |||||||||||||||
2017 | 16,692 | |||||||||||||||
2018 | 16,643 | |||||||||||||||
2019 | 15,614 | |||||||||||||||
Goodwill—Changes in the carrying amount of goodwill, by segment, are as follows for the two-year period ended September 30, 2014. | ||||||||||||||||
(in thousands) | Light | Heavy | Total | |||||||||||||
building | construction | |||||||||||||||
products | materials | |||||||||||||||
Balances as of September 30, 2012 | $ | 672 | $ | 115,999 | $ | 116,671 | ||||||||||
Goodwill related to 2013 acquisition | 20,527 | 0 | 20,527 | |||||||||||||
Balances as of September 30, 2013 | $ | 21,199 | $ | 115,999 | $ | 137,198 | ||||||||||
Goodwill related to 2014 acquisitions | 35,488 | 2,900 | 38,388 | |||||||||||||
Balances as of September 30, 2014 | $ | 56,687 | $ | 118,899 | $ | 175,586 | ||||||||||
Impairment Testing—In accordance with the requirements of ASC Topic 350 Intangibles—Goodwill and Other, Headwaters does not amortize goodwill or indefinite-lived intangible assets, all of which relate to acquisitions. However, Headwaters is required to periodically test these assets for impairment, at least annually, or sooner if indicators of possible impairment arise. Headwaters performs its annual impairment testing during the fourth quarter of its fiscal year using a June 30 test date and a one- to three-step process. Headwaters' reporting units for purposes of impairment testing are the same as its operating segments. | ||||||||||||||||
Under new accounting rules adopted in 2012, Headwaters evaluates qualitative factors, including macroeconomic conditions, industry and market considerations, overall financial performance and cost factors, to determine whether it is necessary to perform step 1 of the two-step impairment test. This qualitative evaluation is commonly referred to as "step 0." After assessing the appropriate qualitative factors, only if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, is it necessary to perform step 1. | ||||||||||||||||
Step 1 of the impairment testing consists of determining and comparing the fair value of a reporting unit, calculated primarily using discounted expected future cash flows, to the carrying value of the reporting unit. If step 1 is failed for a reporting unit, indicating a potential impairment, Headwaters is required to complete step 2, which is a more detailed test to calculate the implied fair value of goodwill and indefinite-lived intangible assets, and compare that value to the carrying value. If the carrying value of goodwill and indefinite-lived assets exceeds the implied fair value, an impairment loss is required to be recorded. | ||||||||||||||||
For all years presented, Headwaters performed a step 0 qualitative evaluation for both the heavy construction materials and light building products reporting units and concluded that it was more likely than not that the fair values exceeded the carrying amounts of goodwill and indefinite-lived assets. Accordingly, further step 1 and step 2 testing for impairment was not required to be performed. | ||||||||||||||||
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Long-term Debt | ' | |||||||
Long-term Debt | ' | |||||||
8. Long-Term Debt | ||||||||
The total undiscounted face amount of Headwaters' outstanding long-term debt was approximately $457.5 million as of September 30, 2013 and $599.8 million as of September 30, 2014. As of those dates, the discounted carrying value of long-term debt consisted of the following: | ||||||||
(in thousands) | 2013 | 2014 | ||||||
7-5/8% Senior secured notes, due April 2019 | $ | 400,000 | $ | 400,000 | ||||
71/4% Senior notes, due January 2019 | 0 | 150,000 | ||||||
Convertible senior subordinated notes: | ||||||||
2.50%, repaid in February 2014 (face amount $7,687), net of discount | 7,553 | 0 | ||||||
8.75%, due February 2016 (face amount $49,791), net of discount | 49,420 | 49,579 | ||||||
Total convertible senior subordinated notes, net of applicable discounts | 56,973 | 49,579 | ||||||
Carrying amount of long-term debt, net of discounts | 456,973 | 599,579 | ||||||
Less current portion | (7,553 | ) | 0 | |||||
Long-term debt | $ | 449,420 | $ | 599,579 | ||||
7-5/8% Senior Secured Notes—In 2011, Headwaters issued $400.0 million of 7-5/8% senior secured notes for net proceeds of approximately $392.8 million. The 7-5/8% notes mature in April 2019 and bear interest at a rate of 7.625%, payable semiannually. The notes are secured by substantially all assets of Headwaters; however, the note holders have a second priority position with respect to the assets that secure the ABL Revolver described below, currently consisting of certain trade receivables and inventories of Headwaters' light building products and heavy construction materials segments. The notes are senior in priority to the 71/4% senior notes described below to the extent of the value of the assets securing the 7-5/8% notes, and are senior to all other outstanding and future subordinated debt. | ||||||||
Headwaters can redeem the 7-5/8% notes, in whole or in part, at any time after March 2015 at redemption prices ranging from 103.8% to 100.0%, depending on the redemption date. Headwaters can also redeem any portion of the notes at any time through March 2015 at a price equal to 100% plus a make-whole premium. If there is a change in control, Headwaters will be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount. | ||||||||
The senior secured notes limit Headwaters in the incurrence of additional debt and liens on assets, prepayment of future new subordinated debt, merging or consolidating with another company, selling all or substantially all assets, making investments and the payment of dividends or distributions, among other things. Headwaters was in compliance with all debt covenants as of September 30, 2014. | ||||||||
71/4% Senior Notes—In December 2013, Headwaters issued $150.0 million of 71/4% senior notes for net proceeds of approximately $146.7 million. The 71/4% notes are unsecured, mature in January 2019 and bear interest at a rate of 7.25%, payable semiannually. The notes are effectively subordinate in priority to the 7-5/8% senior secured notes and the ABL Revolver to the extent of the value of the assets securing such debt, and are senior to all other outstanding and future subordinated debt. | ||||||||
Headwaters can redeem the 71/4% notes, in whole or in part, at any time after January 15, 2016 at redemption prices ranging from 103.625% to 100.0%, depending on the redemption date. In addition, until January 15, 2016, Headwaters can redeem at a price of 107.25% up to 35% of the outstanding notes with the net proceeds from one or more equity offerings. Headwaters can also redeem any of the notes at any time prior to January 15, 2016 at a price equal to 100% of the principal amount plus a make-whole premium. If there is a change in control, Headwaters will be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount. | ||||||||
The 71/4% notes limit Headwaters in the incurrence of additional debt and liens on assets, prepayment of subordinated debt, merging or consolidating with another company, selling all or substantially all assets, making investments and the payment of dividends or distributions, among other things. Headwaters was in compliance with all debt covenants as of September 30, 2014. | ||||||||
ABL Revolver—Since entering into the ABL Revolver, Headwaters has not borrowed any funds under the arrangement and has no borrowings outstanding as of September 30, 2014. Availability under the ABL Revolver cannot exceed $70.0 million, which includes a $35.0 million sub-line for letters of credit and a $10.5 million swingline facility. Availability under the ABL Revolver is further limited by the borrowing base valuations of the assets of Headwaters' light building products and heavy construction materials segments which secure the borrowings, currently consisting of certain trade receivables and inventories. In addition to the first lien position on these assets, the ABL Revolver lenders have a second priority position on substantially all other assets of Headwaters. As of September 30, 2014, Headwaters had secured letters of credit under the ABL Revolver of approximately $7.4 million for various purposes and had availability under the ABL Revolver of approximately $60.6 million. | ||||||||
The ABL Revolver terminates in October 2018. There is a contingent provision for early termination at any time within three months prior to the earliest maturity date of the senior secured notes, the senior notes or the convertible senior subordinated notes, at which time any amounts borrowed must be repaid. The contingent provision for early termination is precluded if borrowing base capacity under the ABL Revolver and/or cash collateral is at least equivalent to the amount of notes maturing on such date. | ||||||||
Outstanding borrowings under the ABL Revolver accrue interest at Headwaters' option, at either i) the London Interbank Offered Rate (LIBOR) plus 1.75%, 2.0% or 2.25%, depending on Headwaters' average net excess availability under the ABL; or ii) the "Base Rate" plus 0.5%, 0.75% or 1.0%, again depending on average net excess availability. The base rate is subject to a floor equal to the highest of i) the prime rate, ii) the federal funds rate plus 0.5%, and iii) the 30-day LIBOR rate plus 1.0%. Fees on the unused portion of the ABL Revolver range from 0.25% to 0.375%, depending on the amount of the credit facility which is utilized. If there would have been borrowings outstanding under the ABL Revolver as of September 30, 2014, the interest rate on those borrowings would have been approximately 2.0%. | ||||||||
The ABL Revolver contains restrictions and covenants common to such agreements, including limitations on the incurrence of additional debt and liens on assets, prepayment of subordinated debt, merging or consolidating with another company, selling assets, making acquisitions and investments and the payment of dividends or distributions, among other things. In addition, if availability under the ABL Revolver is less than 15%, Headwaters is required to maintain a monthly fixed charge coverage ratio of at least 1.0x for the preceding twelve-month period. Headwaters was in compliance with all covenants as of September 30, 2014. | ||||||||
2.50% Convertible Senior Subordinated Notes Due 2014—The 2.50% convertible senior subordinated notes matured and were fully repaid in February 2014. In 2012, Headwaters issued approximately $49.8 million of new 8.75% convertible senior subordinated notes in exchange for cancellation of an equal amount of outstanding 2.50% notes, plus a cash payment of approximately $0.6 million. The unamortized balances of debt discount and debt issue costs related to the $49.8 million of retired 2.50% notes, aggregating approximately $4.5 million, were written off and charged to interest expense. Also in 2012, Headwaters repurchased and canceled $16.0 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $13.5 million. The $2.5 million gain was recorded in other income. Accelerated debt discount and debt issue costs aggregating approximately $1.6 million were charged to interest expense. In 2013, Headwaters repurchased and canceled approximately $47.4 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $47.7 million. The premiums and accelerated debt discount and debt issue costs aggregating approximately $2.4 million were charged to interest expense. | ||||||||
Headwaters' Chairman and CEO was a holder of $1.15 million of the 2.50% notes that were exchanged for 8.75% notes, which exchange was approved by the Board of Directors and occurred under the same terms as for the other exchange participants. | ||||||||
8.75% Convertible Senior Subordinated Notes Due 2016—As noted above, in 2012 Headwaters issued approximately $49.8 million of 8.75% convertible senior subordinated notes in exchange for cancellation of an equal amount of outstanding 2.50% notes. The 8.75% notes have a maturity date of February 2016 with no early redemption options for either Headwaters or the holders of the notes (except for certain allowed open market purchases). The conversion rate for the 8.75% notes is 33.9236 shares per $1,000 principal amount ($29.48 conversion price), subject to adjustment. Upon conversion, Headwaters is required to pay cash up to the principal amount of the notes, and shares of common stock to the extent the price of Headwaters' common stock exceeds the conversion price during a 20-trading-day observation period. The conversion rate is adjusted for certain corporate transactions referred to as "fundamental changes." | ||||||||
The 8.75% notes are convertible at the option of the holders prior to December 1, 2015 if any of the following criteria are met: 1) during any fiscal quarter the closing price of Headwaters' common stock exceeds $38.32 per share for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; 2) during the five-business-day period after any ten-consecutive-trading-day period, the notes trade at less than 98% of the product of the common stock trading price and the number of shares of common stock issuable upon conversion of $1,000 principal amount of the notes; or 3) upon the occurrence of specified corporate transactions. The 8.75% notes are convertible on or after December 1, 2015 regardless of the foregoing circumstances. If a fundamental change in common stock occurs, including termination of trading, holders may require Headwaters to repurchase the notes at a price equal to the principal amount plus any accrued interest. | ||||||||
Other Convertible Senior Subordinated Notes—In addition to the 2.50% notes and 8.75% notes described above, Headwaters had other issues of convertible senior subordinated notes outstanding at various times during 2012. All of the outstanding balances of these notes were repaid on or before their maturity dates. Early repayments often required premiums and the acceleration of recognition of unamortized debt discount and debt issue costs. All such premiums and additional interest expense related to these former notes totaled approximately $2.5 million in 2012. | ||||||||
Interest and Debt Maturities—During 2012, Headwaters incurred total interest costs of approximately $53.4 million, including approximately $14.2 million of non-cash interest expense. During 2013, Headwaters incurred total interest costs of approximately $42.9 million, including approximately $5.8 million of non-cash interest expense. During 2014, Headwaters incurred total interest costs of approximately $46.9 million, including approximately $2.2 million of non-cash interest expense. Neither capitalized interest nor interest income was material for any period presented. The weighted-average interest rate on the face amount of outstanding long-term debt, excluding amortization of debt discount and debt issue costs, was approximately 7.7% at September 30, 2013 and 7.6% at September 30, 2014. | ||||||||
Future maturities of long-term debt as of September 30, 2014, are shown in the following table. | ||||||||
Year ending September 30, | (in thousands) | |||||||
2016 | $ | 49,791 | ||||||
2019 | 550,000 | |||||||
Total long-term debt | $ | 599,791 | ||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2014 | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | ' |
9. Fair Value of Financial Instruments | |
Headwaters' material financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable and long-term debt. All of these financial instruments except long-term debt are either carried at fair value in the consolidated balance sheets or are short-term in nature. Accordingly, the carrying values for those financial instruments as reflected in the consolidated balance sheets closely approximate their fair values. | |
All of Headwaters' outstanding long-term debt as of September 30, 2013 and 2014 was fixed-rate. Using fair values for the debt, the aggregate fair value of Headwaters' long-term debt as of September 30, 2013 would have been approximately $484.0 million, compared to a carrying value of $457.5 million, and the aggregate fair value as of September 30, 2014 would have been approximately $626.0 million, compared to a carrying value of $599.6 million. | |
Fair value "Level 2" estimates for long-term debt were based primarily on price estimates from broker-dealers. The fair values for long-term debt differ from the carrying values primarily due to interest rates that differ from current market interest rates and differences between Headwaters' common stock price at the balance sheet measurement dates and the conversion prices for the convertible senior subordinated notes. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
10. Income Taxes | |||||||||||
Headwaters recorded income tax expense of approximately $0.7 million, $3.9 million and $3.6 million in 2012, 2013 and 2014, respectively. For all years presented, Headwaters recorded a full valuation allowance on its net amortizable deferred tax assets and accordingly, did not recognize benefit for tax credit carryforwards, net operating loss (NOL) carryforwards or other deferred tax assets, except to the extent of earnings in 2013 and 2014. The reported income tax rate of (3)% for 2012 was due to the combination of not recognizing benefit for pre-tax losses and tax credits, but recognizing current state income taxes in certain state jurisdictions where Headwaters generated taxable income. The reported 32% and 18% rates for 2013 and 2014 were also due primarily to state income taxes in certain state jurisdictions. In 2013, Headwaters recognized a tax benefit of approximately $2.7 million in discontinued operations, due primarily to the reversal of unrecognized income tax benefits related to audit periods that closed. | |||||||||||
A valuation allowance is required when there is significant uncertainty as to the realizability of deferred tax assets. The ability to realize deferred tax assets is dependent upon Headwaters' ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. Headwaters has considered the following possible sources of taxable income when assessing the realization of its deferred tax assets: | |||||||||||
• | future reversals of existing taxable temporary differences; | ||||||||||
• | future taxable income or loss, exclusive of reversing temporary differences and carryforwards; | ||||||||||
• | tax-planning strategies; and | ||||||||||
• | taxable income in prior carryback years. | ||||||||||
Headwaters considered both positive and negative evidence in determining the continued need for a valuation allowance, including the following: | |||||||||||
Positive evidence: | |||||||||||
• | Current forecasts indicate that Headwaters' will generate pre-tax income and taxable income in the future. | ||||||||||
• | A majority of Headwaters' tax attributes have significant carryover periods of 20 years or more. | ||||||||||
Negative evidence: | |||||||||||
• | Headwaters has a three-year cumulative loss as of September 30, 2014. | ||||||||||
• | Headwaters operates in cyclical industries that are difficult to forecast. | ||||||||||
Headwaters places more weight on objectively verifiable evidence than on other types of evidence and management currently believes that available negative evidence outweighs the available positive evidence. Management has therefore determined that Headwaters does not meet the "more likely than not" threshold that NOLs, tax credits and other deferred tax assets will be realized. Accordingly, a valuation allowance is required. During 2015, Headwaters may realize a three-year cumulative profit on a consolidated basis. If this occurs, Headwaters will also consider the other factors described above in evaluating the continued need for a full, or partial, valuation allowance. | |||||||||||
All of the factors Headwaters is considering in evaluating whether and when to release all or a portion of the deferred tax asset valuation allowance involve significant judgment. For example, there are many different interpretations of "cumulative losses in recent years" which can be used. Also, significant judgment is involved in making projections of future financial and taxable income, especially because Headwaters' financial results are significantly dependent upon industry trends, including the new residential, repair and remodel, and infrastructure construction markets. Most of the markets in which Headwaters participates are currently in varying states of recovery from the historic downturn experienced in recent years; however, it is not possible to accurately predict whether recovery will continue, and if it does, at what rate and for how long. Any reversal of the valuation allowance will favorably impact Headwaters' results of operations in the period of reversal. | |||||||||||
As of September 30, 2014, Headwaters' NOL and capital loss carryforwards totaled approximately $70.3 million (tax effected). The U.S. and state NOLs expire from 2015 to 2034. In addition, there are approximately $24.8 million of tax credit carryforwards as of September 30, 2014, which expire from 2028 to 2034. | |||||||||||
The income tax provision consisted of the following for the years ended September 30: | |||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Current tax benefit (provision): | |||||||||||
Federal | $ | 1,267 | $ | (1,292 | ) | $ | 65 | ||||
State | (1,717 | ) | (1,934 | ) | (1,973 | ) | |||||
Total current tax provision | (450 | ) | (3,226 | ) | (1,908 | ) | |||||
Deferred tax provision: | |||||||||||
Federal | (211 | ) | (698 | ) | (1,666 | ) | |||||
State | 0 | 0 | 0 | ||||||||
Total deferred tax provision | (211 | ) | (698 | ) | (1,666 | ) | |||||
Total income tax provision | $ | (661 | ) | $ | (3,924 | ) | $ | (3,574 | ) | ||
The provision for income taxes differs from the amount computed using the statutory federal income tax rate due to the following: | |||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Tax benefit (provision) at U.S. statutory rate | $ | 9,019 | $ | (4,273 | ) | $ | (7,016 | ) | |||
State income taxes, net of federal tax effect | (1,717 | ) | (1,934 | ) | (1,973 | ) | |||||
Valuation allowance | (8,913 | ) | 3,955 | 7,994 | |||||||
Non-deductible executive compensation | 0 | 0 | (1,242 | ) | |||||||
Unrecognized tax benefits | 1,268 | (1,245 | ) | 101 | |||||||
Other | (318 | ) | (427 | ) | (1,438 | ) | |||||
Income tax provision | $ | (661 | ) | $ | (3,924 | ) | $ | (3,574 | ) | ||
The components of Headwaters' deferred income tax assets and liabilities were as follows as of September 30: | |||||||||||
(in thousands) | 2013 | 2014 | |||||||||
Deferred tax assets: | |||||||||||
NOL and capital loss carryforwards | $ | 78,095 | $ | 70,320 | |||||||
Tax credit carryforwards | 25,619 | 24,784 | |||||||||
Estimated liabilities | 14,165 | 15,925 | |||||||||
Debt repurchase premium | 15,503 | 12,711 | |||||||||
Stock-based compensation | 8,127 | 6,958 | |||||||||
Deferred revenue | 6,792 | 5,898 | |||||||||
Reserves and allowances | 5,805 | 4,860 | |||||||||
Other | 2,136 | 1,644 | |||||||||
Valuation allowances | (127,418 | ) | (119,424 | ) | |||||||
Total deferred tax assets | 28,824 | 23,676 | |||||||||
Deferred tax liabilities: | |||||||||||
Property, plant and equipment basis differences | (26,065 | ) | (20,483 | ) | |||||||
Goodwill and intangible asset basis differences | (2,759 | ) | (3,193 | ) | |||||||
Indefinite lived intangible asset basis differences | (3,204 | ) | (4,869 | ) | |||||||
Total deferred tax liabilities | (32,028 | ) | (28,545 | ) | |||||||
Net deferred tax liability | $ | (3,204 | ) | $ | (4,869 | ) | |||||
A reconciliation of the change in the amount of gross unrecognized income tax benefits is as follows. | |||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Gross unrecognized income tax benefits at beginning of year | $ | 8,312 | $ | 4,872 | $ | 4,552 | |||||
Changes based on tax positions related to the current year | (370 | ) | 0 | 0 | |||||||
Increases for tax positions related to prior years | 560 | 1,214 | 0 | ||||||||
Reductions for tax positions related to prior years | (2,073 | ) | (1,439 | ) | 0 | ||||||
Settlements | (65 | ) | (16 | ) | 0 | ||||||
Lapse of statute of limitations | (1,492 | ) | (79 | ) | (55 | ) | |||||
Gross unrecognized income tax benefits at end of year | $ | 4,872 | $ | 4,552 | $ | 4,497 | |||||
During 2012, Headwaters released approximately $0.4 million of liabilities for interest and penalties. During 2013, Headwaters accrued approximately $0.3 million of liabilities for interest and penalties. During 2014, Headwaters accrued approximately $0.1 million of liabilities for interest and penalties and as of September 30, 2014, approximately $2.7 million was accrued for the payment of interest and penalties. Changes to the estimated liability for unrecognized income tax benefits during 2012 were primarily the result of an agreement reached with the IRS regarding its audit of 2009 and the expiration of statute of limitation time periods. Changes to the estimated liability during 2013 were primarily the result of additional state income tax reserves and the reversal in discontinued operations of unrecognized income tax benefits related to the completion of the 2009 IRS audit, as noted previously. Changes to the estimated liability during 2014 were primarily the result of the expiration of statute of limitation time periods. As of September 30, 2014, approximately $4.6 million of unrecognized income tax benefits would affect the 2014 effective tax rate if released into income, due to the impact of the valuation allowance. | |||||||||||
The calculation of tax liabilities involves uncertainties in the application of complex tax regulations in multiple tax jurisdictions. Headwaters currently has open tax years subject to examination by the IRS and state tax authorities for the years 2011 through 2013. Headwaters recognizes potential liabilities for anticipated tax audit issues in the U.S. and state tax jurisdictions based on estimates of whether, and the extent to which, additional taxes and interest will be due. If events occur (or do not occur) as expected and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when it is determined the liabilities are no longer required to be recorded in the consolidated financial statements. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. It is reasonably possible that approximately $1.0 million of Headwaters' unrecognized income tax benefits, primarily related to state taxes, will be released within the next 12 months, due to the expiration of statute of limitation time periods. | |||||||||||
Equity_Securities_and_StockBas
Equity Securities and Stock-Based Compensation | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Equity Securities and Stock-Based Compensation | ' | |||||||||||||
Equity Securities and Stock-Based Compensation | ' | |||||||||||||
11. Equity Securities and Stock-Based Compensation | ||||||||||||||
Authorized Stock—In addition to the 200.0 million shares of authorized common stock, Headwaters also has 10.0 million shares of authorized preferred stock. No preferred stock was issued or outstanding as of September 30, 2014 or at any time during the periods presented. | ||||||||||||||
Issuance of Common Stock—In 2013, Headwaters issued 11.5 million shares of common stock for gross cash proceeds of approximately $83.4 million. Offering costs totaled approximately $5.4 million, resulting in net proceeds of approximately $78.0 million. | ||||||||||||||
Shelf Registration—In February 2012, Headwaters filed a universal shelf registration statement with the SEC under which $210.0 million was available for offerings of securities. Following the issuance of common stock described above, there is currently approximately $126.6 million available for future securities offerings. A prospectus supplement describing the terms of any additional securities to be issued is required to be filed before any future offering can commence under the registration statement. | ||||||||||||||
Treasury Shares Held for Deferred Compensation Obligation—In accordance with the terms of the Directors' Deferred Compensation Plan (DDCP), non-employee directors can elect to defer certain compensation and choose from various options how the deferred compensation will be invested. One of the investment options is Headwaters common stock. When a director chooses Headwaters stock as an investment option, Headwaters purchases the common stock in accordance with the director's request and holds the shares until such time as the deferred compensation obligation becomes payable, normally when the director retires from the Board. At such time, the shares held by Headwaters are distributed to the director in satisfaction of the obligation. Headwaters accounts for the purchase of common stock as treasury stock, at cost. The corresponding deferred compensation obligation is reflected in capital in excess of par value. Changes in the fair value of the treasury stock are not recognized. As of September 30, 2014, the treasury stock and related deferred compensation obligation had fair values of approximately $0.8 million, which was $0.2 million higher than the carrying values at cost. | ||||||||||||||
Grants and Cancellations of Stock Incentive Awards—The Compensation Committee of Headwaters' Board of Directors (the Committee) approved grants of approximately 1.2 million, 0.5 million and 0.5 million stock-based awards during 2012, 2013 and 2014, respectively. The awards consisted of stock-settled SARs and restricted stock granted to officers and employees. Subsequent to September 30, 2014, the Committee approved grants of approximately 0.3 million stock-based awards to officers and employees. | ||||||||||||||
All stock-based awards for the years 2012 through 2014 and subsequent thereto were granted under existing equity compensation plans, and all of the SARs vest over an approximate three-year period, have an exercise price equal to the fair market value of Headwaters' common stock on the dates of grant and a contractual term of 10 years. In addition, the vesting of the SARs was made subject to 60-day average stock price hurdles that precluded vesting unless the stock price exceeded by predetermined amounts the stock prices on the dates of grant, which thresholds must be reached prior to the final vest dates. The stock price thresholds for all of the SARs granted prior to September 30, 2014 have been met. When exercised by grantees, stock-settled SARs are settled in Headwaters' common stock. Headwaters has also granted cash-settled SARs as described in Note 14. | ||||||||||||||
Stock-Based Compensation—Stock-based compensation expense was approximately $1.7 million in both 2012 and 2013 and $2.2 million in 2014. The total income tax benefit recognized for stock-based compensation in the consolidated statements of operations was $0 for all years presented. | ||||||||||||||
Valuation Assumptions—The fair values of stock-settled SARs have been estimated using the B-S-M model. The following table summarizes the assumptions used in determining the fair values of these awards for the years indicated. | ||||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Expected stock volatility | 65% | 65% | 60% | |||||||||||
Risk-free interest rates | 0.4% - 1.0% | 0.8% - 1.2% | 1.4% - 2.0% | |||||||||||
Expected lives (beyond vest dates) | 4 years | 4 years | 4 years | |||||||||||
Dividend yield | 0% | 0% | 0% | |||||||||||
Expected stock price volatility was estimated primarily using historical volatilities of Headwaters' stock. Implied volatilities of traded options on Headwaters' stock, volatility predicted by other models, and an analysis of volatilities used by other public companies in comparable lines of business to Headwaters were also considered. Risk-free interest rates used were the U.S. Treasury bond yields with terms corresponding to the expected terms of the awards being valued. In estimating expected lives, Headwaters considered the contractual and vesting terms of awards, along with historical experience; however, due to insufficient pertinent historical data from which to reliably estimate expected lives, Headwaters used estimates based on the "simplified method" set forth by the SEC in Staff Accounting Bulletins No. 107 and 110, where expected life is estimated by summing the award's vesting term and contractual term and dividing that result by two. Insufficient historical data from which to more reliably estimate expected lives is expected to exist for the foreseeable future due to the varying terms of awards granted in recent and past years, along with other factors. | ||||||||||||||
Equity Compensation Plans—Headwaters has five equity compensation plans under which outstanding awards have been granted, four of which have been approved by stockholders. In connection with stockholder approval of the newest plan, the 2010 Incentive Compensation Plan (2010 ICP), Headwaters agreed to not issue any additional stock-based awards under any of its other existing incentive compensation plans. In 2012, Headwaters' stockholders approved a 2.7 million share increase in the total number of shares of common stock available for issuance under the 2010 ICP, to 5.2 million shares. Following the grants of equity-based awards made subsequent to September 30, 2014, approximately 3.5 million shares were available for future grants under the 2010 ICP. | ||||||||||||||
Headwaters uses newly issued shares to meet its obligations to issue stock when awards are exercised. The Committee, or in its absence the full Board, administers and interprets all equity compensation plans. This Committee is authorized to grant stock-based awards and other awards both under the plans and outside of any plan to eligible employees, officers, directors, and consultants of Headwaters. Terms of awards granted under the plans, including vesting requirements, are determined by the Committee and historically have varied significantly. Most outstanding awards granted under the plans vest over a three-year period, expire ten years from the date of grant and are not transferable other than by will or by the laws of descent and distribution. Incentive stock option grants must meet the requirements of the Internal Revenue Code. | ||||||||||||||
Stockholder Approval of Equity Compensation Plans—The following table presents information related to stockholder approval of equity compensation plans as of September 30, 2014. | ||||||||||||||
(in thousands of shares) | ||||||||||||||
Plan Category | Maximum shares | Weighted-average | Shares remaining | |||||||||||
to be issued upon | exercise price of | available for future | ||||||||||||
exercise of options | outstanding | issuance under existing | ||||||||||||
and other awards | options and | equity compensation plans | ||||||||||||
other awards | (excluding shares reflected | |||||||||||||
in the first column) | ||||||||||||||
Plans approved by stockholders | 3,811 | $ | 7.51 | 3,912 | ||||||||||
Plan not approved by stockholders | 292 | 14.14 | 0 | |||||||||||
Total | 4,103 | $ | 7.98 | 3,912 | ||||||||||
Headwaters has issued options not covered by any plan, though not since 2004, and none of those options remain outstanding as of September 30, 2014. | ||||||||||||||
Stock Options—The following table summarizes the activity for all of Headwaters' stock options. | ||||||||||||||
(in thousands, except per-share amounts) | Shares | Weighted- | Weighted-average | Aggregate | ||||||||||
average | remaining | intrinsic | ||||||||||||
exercise | contractual term | value | ||||||||||||
price | in years | |||||||||||||
Outstanding at September 30, 2011 | 1,547 | $ | 21.86 | |||||||||||
Granted | 0 | 0 | ||||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (285 | ) | 17.02 | |||||||||||
Outstanding at September 30, 2012 | 1,262 | $ | 22.95 | 1.5 | $ | 0 | ||||||||
Granted | 0 | $ | 0 | |||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (644 | ) | 18.66 | |||||||||||
Outstanding at September 30, 2013 | 618 | $ | 27.42 | 1.2 | $ | 0 | ||||||||
Granted | 0 | $ | 0 | |||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (437 | ) | 26.28 | |||||||||||
Outstanding at September 30, 2014 | 181 | $ | 30.17 | 1 | $ | 0 | ||||||||
Exercisable at September 30, 2012 | 1,262 | $ | 22.95 | 1.5 | $ | 0 | ||||||||
Exercisable at September 30, 2013 | 618 | $ | 27.42 | 1.2 | $ | 0 | ||||||||
Exercisable at September 30, 2014 | 181 | $ | 30.17 | 1 | $ | 0 | ||||||||
SARs—The following table summarizes the activity for all of Headwaters' stock-settled SARs. | ||||||||||||||
(in thousands, except per-share amounts) | Shares | Weighted- | Weighted-average | Aggregate | ||||||||||
average | remaining | intrinsic | ||||||||||||
threshold | contractual term | value | ||||||||||||
price | in years | |||||||||||||
Outstanding at September 30, 2011 | 2,892 | $ | 10.08 | |||||||||||
Granted | 1,241 | 1.85 | ||||||||||||
Exercised | (8 | ) | 4.28 | |||||||||||
Forfeited or expired | (231 | ) | 11.12 | |||||||||||
Outstanding at September 30, 2012 | 3,894 | $ | 7.41 | 6.7 | $ | 8,147 | ||||||||
Granted | 307 | $ | 6.79 | |||||||||||
Exercised | (322 | ) | 4.51 | |||||||||||
Forfeited or expired | (240 | ) | 12.93 | |||||||||||
Outstanding at September 30, 2013 | 3,639 | $ | 7.25 | 6.4 | $ | 13,157 | ||||||||
Granted | 314 | $ | 9.19 | |||||||||||
Exercised | (146 | ) | 5.18 | |||||||||||
Forfeited or expired | (77 | ) | 16.15 | |||||||||||
Outstanding at September 30, 2014 | 3,730 | $ | 7.31 | 5.7 | $ | 22,893 | ||||||||
Exercisable at September 30, 2012 | 2,909 | $ | 9.18 | 6 | $ | 3,920 | ||||||||
Exercisable at September 30, 2013 | 3,027 | $ | 8.01 | 6 | $ | 9,801 | ||||||||
Exercisable at September 30, 2014 | 3,418 | $ | 7.21 | 5.5 | $ | 21,604 | ||||||||
The weighted-average grant-date fair value of SARs granted was $0.86, $3.38 and $4.40 in 2012, 2013 and 2014, respectively. The total intrinsic value of SARs exercised was approximately $0, $1.8 million and $1.1 million in 2012, 2013 and 2014, respectively. | ||||||||||||||
Other Stock-Based Awards and Unrecognized Compensation Cost—In addition to the SARs granted as reflected in the tables above, during 2012 through 2014 Headwaters also issued approximately 0.3 million shares of restricted common stock to officers and employees, all of which vests over an approximate three-year period. The restricted stock was issued at no cost to the recipients and compensation expense equal to the trading price of the stock on the dates of grant is therefore recognized over the respective vesting periods, which also represent the requisite service periods. The following table summarizes the activity for Headwaters' nonvested restricted stock during 2014. | ||||||||||||||
(in thousands of shares) | Shares | Weighted- | ||||||||||||
average | ||||||||||||||
grant date | ||||||||||||||
fair value | ||||||||||||||
Outstanding at beginning of year | 102 | $ | 6.79 | |||||||||||
Granted | 150 | 9.19 | ||||||||||||
Vested | (101 | ) | 7.98 | |||||||||||
Forfeited | 0 | |||||||||||||
Outstanding at end of year | 151 | $ | 8.38 | |||||||||||
Headwaters also recognizes compensation expense in connection with its Employee Stock Purchase Plan (ESPP). Compensation expense related to restricted stock and the ESPP was approximately $0.7 million in both 2012 and 2013 and $0.9 million in 2014. | ||||||||||||||
As of September 30, 2014, there was approximately $2.0 million of total compensation cost related to unvested awards not yet recognized, which will be recognized over a weighted-average period of approximately 1.8 years. Due to the grant of stock-based awards subsequent to September 30, 2014 described above, the amount of total compensation cost related to nonvested awards has increased, and the weighted-average period over which compensation cost will be recognized has changed. | ||||||||||||||
Earnings_per_Share
Earnings per Share | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings per Share | ' | ||||||||||
Earnings per Share | ' | ||||||||||
12. Earnings Per Share | |||||||||||
The following table sets forth the computations of basic and diluted EPS for the years indicated, reflecting the amounts attributable to Headwaters and excluding the amounts attributable to the non-controlling interest in Entegra. In accordance with ASC 260, income (loss) from continuing operations for each period is used as the control number in determining whether potentially dilutive common shares should be included in the diluted earnings per share computations for those periods, even when the effect of doing so is anti-dilutive to the other per-share amounts. | |||||||||||
(in thousands, except per-share amounts) | 2012 | 2013 | 2014 | ||||||||
Numerator: | |||||||||||
Income (loss) from continuing operations | $ | (26,429 | ) | $ | 8,285 | $ | 16,473 | ||||
Income from continuing operations attributable to non-controlling interest | 0 | 0 | (774 | ) | |||||||
Adjustment of estimated redemption value of non-controlling interest | 0 | 0 | (176 | ) | |||||||
Numerator for basic and diluted earnings per share from continuing operations—income (loss) from continuing operations attributable to Headwaters Incorporated | (26,429 | ) | 8,285 | 15,523 | |||||||
Numerator for basic and diluted earnings per share from discontinued operations—income (loss) from discontinued operations, net of income taxes | (35,819 | ) | (1,148 | ) | (415 | ) | |||||
Numerator for basic and diluted earnings per share—net income (loss) attributable to Headwaters Incorporated | $ | (62,248 | ) | $ | 7,137 | $ | 15,108 | ||||
Denominator: | |||||||||||
Denominator for basic earnings per share—weighted-average shares outstanding | 60,894 | 70,128 | 73,160 | ||||||||
Effect of dilutive securities—shares issuable upon exercise of options and SARs and vesting of restricted stock | 0 | 1,124 | 1,291 | ||||||||
Denominator for diluted earnings per share—weighted-average shares outstanding after assumed exercises and vesting | 60,894 | 71,252 | 74,451 | ||||||||
Basic and diluted income (loss) per share from continuing operations | $ | (0.43 | ) | $ | 0.12 | $ | 0.21 | ||||
Basic and diluted income (loss) per share from discontinued operations | (0.59 | ) | (0.02 | ) | (0.01 | ) | |||||
Basic and diluted income (loss) per share | $ | (1.02 | ) | $ | 0.1 | $ | 0.2 | ||||
Anti-dilutive securities not considered in diluted EPS calculation: | |||||||||||
SARs | 2,957 | 2,479 | 2,279 | ||||||||
Stock options | 1,356 | 906 | 446 | ||||||||
Restricted stock | 82 | 105 | 126 | ||||||||
Equity_Method_Investments
Equity Method Investments | 12 Months Ended |
Sep. 30, 2014 | |
Equity Method Investments | ' |
Equity Method Investments | ' |
13. Equity Method Investments | |
Investments in entities in which Headwaters has a significant influence over operating and financial decisions are accounted for using the equity method of accounting. One such equity method investee was Blue Flint Ethanol LLC (Blue Flint). Effective January 1, 2012, Headwaters sold its interest in Blue Flint for approximately $18.5 million. Subsequent to Headwaters' initial investment in Blue Flint, equity earnings in excess of $15.0 million were recorded that increased Headwaters' carrying value of the investment to an amount that was more than the sales proceeds. As a result, a non-cash loss of approximately $6.3 million was recorded in other expense in the 2012 statement of operations. | |
Headwaters entered into various joint ventures with Evonik Industries AG, an international chemical company based in Germany. Headwaters incurred a non-cash loss of approximately $3.2 million in 2012 related to one of the joint ventures with Evonik. The loss was recorded in other expense in the statement of operations. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
14. Commitments and Contingencies | |||||
Commitments and contingencies as of September 30, 2014 not disclosed elsewhere, are as follows. | |||||
Leases—Headwaters has noncancellable operating leases for certain facilities and equipment. These leases, most of which are in the heavy construction materials segment, currently are set to expire in various years through 2024, but many have renewal options under which the lease term can be extended. Rental expense was approximately $33.3 million, $34.9 million and $33.4 million in 2012, 2013 and 2014, respectively. As of September 30, 2014, minimum rental payments due under these leases are as follows. | |||||
Year ending September 30: | (in thousands) | ||||
2015 | $ | 28,037 | |||
2016 | 20,325 | ||||
2017 | 14,907 | ||||
2018 | 10,030 | ||||
2019 | 6,634 | ||||
Thereafter | 7,016 | ||||
$ | 86,949 | ||||
Purchase Commitments—Certain CCP contracts with suppliers require Headwaters to make minimum purchases of CCP materials. Actual purchases under contracts with minimum requirements were approximately $12.0 million, $14.9 million and $20.3 million in 2012, 2013 and 2014, respectively. As of September 30, 2014, minimum future purchase requirements, are as follows. | |||||
Year ending September 30: | (in thousands) | ||||
2015 | $ | 16,703 | |||
2016 | 17,059 | ||||
2017 | 13,813 | ||||
2018 | 10,871 | ||||
2019 | 10,867 | ||||
Thereafter | 61,893 | ||||
$ | 131,206 | ||||
Compensation Arrangements—Employment Agreements. Headwaters has entered into employment agreements with its Chief Executive Officer (CEO), Chief Financial Officer (CFO) and two other employees. The agreements have original terms of approximately three years and the CEO and CFO agreements are renewable for one-year terms. The CEO's agreement calls for supplemental retirement contributions equal to 72.5% of his salary during the term of the agreement. The aggregate commitment for salaries and other obligations for all future periods as of September 30, 2014, assuming no renewals, is approximately $4.5 million. The agreements also provide for certain termination benefits. If the officers' and employees' employment would have terminated (but not by reason of a change in control, which is described hereafter), as of September 30, 2014 the termination benefits as of that date would have aggregated approximately $8.4 million, of which approximately $2.8 million has been expensed and accrued. | |||||
Executive Change in Control Agreements. The Compensation Committee (Committee) has approved "Executive Change in Control Agreements" with certain officers and employees. Upon a change in control, as defined, the agreements provide for immediate vesting and exercisability of all outstanding stock-based awards. In addition, if termination of employment occurs within a specified period of a change in control, the agreements provide for i) severance pay equal to a stipulated multiple of the sum of the person's current annual salary plus a bonus component based on either past bonuses paid or the target bonus for the fiscal year in which the change in control occurs; and ii) continuance of health and other benefits and perquisites for a stipulated period following the change in control. Further, if any long-term cash awards are not continued, payment shall be made based on the pro-rated level of performance achieved as of the end of the most recently completed fiscal quarter. If terminations associated with a change in control would have occurred on September 30, 2014, the cash severance payments due to the officers and employees (including amounts due under long-term cash awards and the estimated costs of continuing benefits and perquisites) and the excess of the market value of unvested stock-based awards on that date above related exercise prices would have aggregated approximately $24.4 million (of which approximately $9.3 million has been expensed and accrued). | |||||
Cash Performance Unit Awards. In 2009, the Committee approved grants of performance unit awards to certain officers and employees, to be settled in cash, based on the achievement of goals tied to cumulative divisional cash flow generated subsequent to September 30, 2008. In 2010, the Committee assigned a five-year performance period to these grants which period ended September 30, 2013. Approximately $5.4 million of expense was recognized during the performance period for these awards, none of which remains outstanding as of September 30, 2014. | |||||
In 2012, the Committee approved grants of performance unit awards to certain officers and employees in the corporate business unit, to be settled in cash, based on the achievement of goals related to consolidated cash flow generated during 2012. For purposes of these awards, cash flow is generally defined as operating income plus depreciation, amortization and asset impairments, reduced by capital expenditures. The number of awards granted was determined using a target compensation amount for each participant and was adjusted, subject to prescribed limitations, based on the actual consolidated cash flow generated during the 2012 performance year, using a threshold/target/maximum adjustment structure. The actual cash flow generated during the performance period exceeded the maximum level, and the awards provided for 50% vesting as of September 30, 2013 and 50% vesting as of September 30, 2014, provided the participant was still employed by Headwaters on those vest dates. The terms of the awards provided for further adjustment for changes in Headwaters' average stock price for the 60 days preceding September 30, 2012 as compared to Headwaters' average stock price for the 60 days preceding September 30, 2011. A total of $9.6 million of expense was recorded for the 2012 grants, all of which was recognized in 2012, and as of September 30, 2014, approximately $4.7 million remains accrued and unpaid. | |||||
In 2013, the Committee approved grants of performance unit awards to participants in certain business units related to cash flow generated during 2013, with terms similar to those described above for 2012. Approximately $4.7 million of expense was recognized for these awards during 2013, all of which was accrued and unpaid as of September 30, 2014. | |||||
In 2014, the Committee approved grants of performance unit awards to participants in certain business units related to cash flow generated during 2014, with terms similar to those described above for 2012 and 2013, with an added feature that provides for potential further adjustment based on cash flows generated in 2015 and 2016. Approximately $5.1 million of expense was recognized for these awards during 2014, which amount is subject to adjustment in 2015 and 2016, depending on cash flows generated in those years. | |||||
Subsequent to September 30, 2014, the Committee approved grants of performance unit awards to participants in certain business units related to cash flow generated during 2015, with terms similar to those described above for 2014. Expense for these awards will be recognized during 2015, with potential adjustments in 2016 and 2017, depending on cash flows generated in those years. | |||||
Cash-Settled SAR Grants. In 2011, the Committee approved grants to certain employees of approximately 0.4 million cash-settled SARs, approximately 0.1 million of which remain outstanding as of September 30, 2014. These SARs are considered liability awards and vested in annual installments through September 30, 2013, provided the participant was still employed by Headwaters at the respective vest dates, and are settled in cash upon exercise by the employee. The SARs terminate on September 30, 2015 and must be exercised on or before that date. As of September 30, 2014, approximately $0.9 million has been accrued for outstanding awards because the stock price at September 30, 2014 was above the grant-date stock price of $3.81. Future changes in Headwaters' stock price in any amount above $3.81 through September 30, 2015 will result in adjustment to the expected remaining liability, which adjustment (whether positive or negative) will be reflected in Headwaters' statement of operations each quarter. | |||||
In 2012, the Committee approved grants to certain officers and employees of approximately 1.0 million cash-settled SARs, approximately 0.4 million of which remain outstanding as of September 30, 2014. These SARs have terms similar to those described above, except they could not vest until and unless the 60-day average stock price exceeded approximately 135% of the stock price on the date of grant (or $2.50), which occurred during 2012. Approximately $4.6 million has been accrued for outstanding awards as of September 30, 2014. Changes in Headwaters' stock price in any amount above the grant-date stock price of $1.85 through September 30, 2016, the date these SARs expire, will result in adjustment to the expected remaining liability, which adjustment (whether positive or negative) will be reflected in Headwaters' statement of operations each quarter. Compensation expense for all cash-settled SARs was approximately $3.6 million, $4.6 million and $4.6 million for 2012, 2013 and 2014, respectively. | |||||
Employee Benefit Plans—In addition to standard health and life insurance programs, Headwaters has six employee benefit plans that were operative during the years presented: the 401(k) Profit Sharing Plan (401(k) Plan), the 2000 Employee Stock Purchase Plan (ESPP), the Incentive Bonus Plan (IBP), the Deferred Compensation Plan (DCP), an Incentive Compensation Plan (ICP) and an Executive Retirement Program (ERP). Substantially all employees of Headwaters are eligible to participate in the 401(k) Plan and the ESPP after meeting length of service requirements. Only designated employees are eligible to participate in the IBP, DCP, ICP and ERP. | |||||
The total expense for all of Headwaters' benefit plans combined, including all general and discretionary bonuses and cash-settled SARs, but excluding stock-settled SARs and ESPP expenses (which are included in stock-based compensation) and standard health and life insurance programs, was approximately $31.3 million, $23.0 million and $26.7 million in 2012, 2013 and 2014, respectively. | |||||
401(k) Plan. Under the terms of the 401(k) Plan, eligible employees may elect to make tax-deferred contributions of up to 50% of their compensation, subject to statutory limitations. Headwaters may match employee contributions up to a designated maximum rate, which matching contributions historically vested after three years of plan eligibility. Effective January 1, 2013, Headwaters agreed to comply with the terms of a "safe harbor" 401(k) plan, which requires a mandatory minimum match of employee contributions and immediate vesting of employer contributions. Headwaters is not required to be profitable to make the matching contributions. | |||||
ESPP. The ESPP provides eligible employees with an opportunity to purchase Headwaters common stock on favorable terms and to pay for such purchases through payroll deductions. Approximately 4.3 million shares of common stock have been reserved for issuance under the ESPP and approximately 2.4 million shares remain available for future issuance as of September 30, 2014. In accordance with terms of the ESPP, participating employees purchase shares of stock directly from Headwaters, which provides newly-issued shares to meet its commitment. The ESPP is intended to comply with Section 423 of the Internal Revenue Code, but is not subject to the requirements of ERISA. Employees purchase stock through payroll deductions of 1% to 10% of cash compensation, subject to certain limitations. The stock is purchased in a series of quarterly offerings. The cost per share to the employee is 85% of the fair market value at the end of each quarterly offering period. | |||||
IBP. The IBP, the specifics of which are approved annually by the Committee, provides for annual cash bonuses to be paid if Headwaters accomplishes certain financial goals and if participating employees meet individual goals. | |||||
DCP. The DCP is a nonqualified plan that allows eligible employees to make tax-deferred contributions of up to 50% of their base compensation and 100% of their incentive compensation. Headwaters may match employee contributions up to a designated maximum rate, which matching contributions have historically vested after three years of plan eligibility. Effective January 1, 2013, Headwaters agreed to a match (similar to the "safe harbor" 401(k) match discussed above) of certain employee contributions, again with immediate vesting of employer contributions. Headwaters is not required to be profitable to make the matching contributions. | |||||
ICP. Through early 2010, Headwaters used the 2005 Long-Term Incentive Plan for cash bonus awards and certain other incentive awards. Following stockholder approval of the 2010 ICP, Headwaters began issuing awards under that plan. Significant obligations under these two ICPs include i) the cash performance unit awards, described above; ii) the cash-settled SAR grants, also described above; and iii) grants of certain stock-based awards described in Note 11. | |||||
ERP. In 2013, Headwaters initiated the ERP to provide retirement benefits to designated officers and employees. There is no formal plan document governing this program, which operates and is funded at the sole discretion of the Committee. Although it is the current intent of the Committee to consider funding the ERP annually, there is no obligation to make contributions in any amount for any period, irrespective of whether Headwaters is profitable. Headwaters' contributions to participants in the ERP vest 20% per year once a participant reaches the age of 61 and become fully vested at age 65. | |||||
Self Insurance—Headwaters has adopted self-insured medical insurance plans that cover substantially all employees. There is stop-loss coverage for amounts in excess of $0.2 million per individual per year. Headwaters also self insures for workers compensation claims in most states, limited by stop-loss coverage which begins for amounts in excess of $0.25 million per occurrence and approximately $6.1 million in the aggregate annually. Headwaters has contracted with third-party administrators to assist in the payment and administration of claims. Insurance claims are recognized as expense when incurred and include an estimate of costs for claims incurred but not reported at the balance sheet date. As of September 30, 2014, approximately $4.8 million was accrued for medical and workers compensation claims incurred on or before September 30, 2014 that have not been paid or reported. | |||||
Property, Plant and Equipment—As of September 30, 2014, Headwaters was committed to spend approximately $3.3 million on capital projects that were in various stages of completion. | |||||
Legal Matters—Headwaters has ongoing litigation and asserted claims which have been incurred during the normal course of business, including the specific matters discussed below. Headwaters intends to vigorously defend or resolve these matters by settlement, as appropriate. Management does not currently believe that the outcome of these matters will have a material adverse effect on Headwaters' operations, cash flow or financial position. | |||||
Headwaters incurred approximately $4.1 million, $3.3 million and $5.1 million of expense for legal matters in 2012, 2013 and 2014, respectively. Except for 2014, when $2.8 million of expense was recorded for potential losses, costs for outside legal counsel comprised a majority of Headwaters' litigation-related costs in the years presented. Headwaters currently believes the range of potential loss for all unresolved legal matters, excluding costs for outside counsel, is from $2.8 million up to the amounts sought by claimants and has recorded a liability as of September 30, 2014 of $2.8 million. The substantial claims and damages sought by claimants in excess of this amount are not currently deemed to be probable. Headwaters' outside counsel and management currently believe that unfavorable outcomes of outstanding litigation beyond the amount accrued are neither probable nor remote. Accordingly, management cannot express an opinion as to the ultimate amount, if any, of Headwaters' liability, nor is it possible to estimate what litigation-related costs will be in future periods. | |||||
The specific matters discussed below raise difficult and complex legal and factual issues, and the resolution of these issues is subject to many uncertainties, including the facts and circumstances of each case, the jurisdiction in which each case is brought, and the future decisions of juries, judges, and arbitrators. Therefore, although management believes that the claims asserted against Headwaters in the named cases lack merit, there is a possibility of material losses in excess of the amount accrued if one or more of the cases were to be determined adversely against Headwaters for a substantial amount of the damages asserted. It is possible that a change in the estimate of probable liability could occur, and the changes could be material. Additionally, as with any litigation, these proceedings require that Headwaters incur substantial costs, including attorneys' fees, managerial time and other personnel resources, in pursuing resolution. | |||||
Edwards. In May 2013, James W. Edwards, purportedly a stockholder of Headwaters Incorporated, filed a complaint in the United States District Court for the District of Utah against current and former members of the Board of Directors of the Company and against Headwaters Incorporated. The complaint alleged that the Board breached its fiduciary duties and wasted corporate assets in connection with the Compensation Committee's grant of certain stock appreciation rights to the Company's Chief Executive Officer in November 2011 under the 2010 Incentive Plan (Plan). The complaint alleged that the 2011 grant exceeded Plan limits and that the 2013 Proxy Statement in connection with the Company's 2013 Annual Meeting of Stockholders contained false and misleading information concerning the 2011 grant. The complaint sought to rescind the 2011 grant, unspecified damages and other remedies, plus interest, attorney fees, and costs. The complaint was brought derivatively on behalf of Headwaters Incorporated and as a purported class action on behalf of all shareholders of record as of December 31, 2012. Defendants filed their initial response to the complaint in January 2014. The parties entered into a stipulation of settlement in February 2014 on terms including (i) the cancellation of stock appreciation rights granted to the CEO allegedly in excess of the Plan, with authority for the Compensation Committee to assess and compensate the CEO for the value of the cancelled award; (ii) certain training and controls in relation to future grants under the Plan; and (iii) payment of plaintiff's attorney fees in the amount of $500,000. In May 2014, the District Court entered an order granting preliminary approval of settlement and Headwaters published notice of the proposed settlement. In September 2014, the District Court entered an order of final judgment approving the settlement and dismissing the case with prejudice. | |||||
EPA. In April 2012, Headwaters Resources, Inc. (HRI) filed a complaint in the United States District Court for the District of Columbia against the United States Environmental Protection Agency (EPA). The complaint alleges that the EPA has failed to review, and where necessary, revise RCRA subtitle D regulations applicable to the disposal of coal ash within the timeframe required by statute. Other parties also initiated litigation against the EPA alleging the same (and other) failures of the EPA to perform its duties regarding coal ash disposal regulations. HRI's complaint seeks certain declaratory relief with respect to EPA rulemaking at issue in the case. The District Court consolidated HRI's case with related actions brought by other parties. In October 2013, the District Court granted summary judgment that the EPA has failed to fulfill its statutory duty to review coal ash disposal regulations, among other things, ordering the EPA to propose a schedule to complete its review of coal ash disposal regulations, and, as necessary, revise the regulations. In May 2014, the District Court entered a consent decree ordering the EPA to take final action in December 2014 regarding EPA's proposed revisions of RCRA subtitle D regulations pertaining to coal combustion residuals. How the EPA will revise its regulations will not be known until the EPA issues its final regulations. Because the final resolution of the litigation is uncertain, legal counsel and management cannot express an opinion as to the ultimate outcome. | |||||
Fentress Families Trust. VFL Technology Corporation (VFL), acquired by HRI in 2004, provides services related to fly ash management to Virginia Electric and Power Company. In February 2012, 383 plaintiffs, most of whom are residents living in the City of Chesapeake, Virginia, filed a complaint in the State of Virginia Chesapeake Circuit Court against 15 defendants, including Virginia Electric and Power Company (VEPCO), and certain other persons associated with the Battlefield Golf Course, including owners, developers, contractors, and others, including VFL and Headwaters, alleging causes of action for nuisance and negligence. The complaint alleges that fly ash used to construct the golf course was carried in the air and contaminated water exposing plaintiffs to dangerous chemicals and causing property damage. Plaintiffs' complaint seeks injunctive relief and damages of approximately $850.0 million for removal and remediation of the fly ash and the water supply, $1.9 billion for vexation, $8.0 million and other unspecified amounts for personal injuries, and $55.0 million as damages to properties, plus prejudgment interest, attorney fees, and costs. In a related case, other plaintiffs have filed a separate lawsuit asserting the same claims against the same defendants claiming additional damages totaling approximately $307.2 million. In August 2013 the court ruled on VEPCO's demurrer ordering that claims for personal injury or property damage based upon allegations of groundwater contamination were dismissed but that claims of nuisance and negligence based upon allegations of air-borne ash and contaminated surface water would not be dismissed. These cases are based on substantially the same alleged circumstances asserted in complaints filed by the plaintiffs in 2009 and voluntarily dismissed in 2010. Discovery is underway. HRI has filed claims for defense and indemnity with several of its insurers. In 2010, HRI filed suit in the United States District Court for the District of Utah against two insurers that denied coverage based on allegations in the 2009 Fentress complaints. The District Court ruled in the insurers' favor, which ruling was affirmed in October 2014 by the United States Court of Appeals for the Tenth Circuit. Another insurer continues to pay for the defense of the underlying cases under a reservation of rights. The relatively novel fly ash claims of the plaintiffs together with multiple insurance policies and policy periods make insurance coverage issues complex and uncertain. Moreover, plaintiffs' total claims exceed the potential limits of insurance available to HRI. Because resolution of the litigation is uncertain, legal counsel and management cannot express an opinion as to the ultimate amount, if any, of HRI's liability, or the insurers' obligation to indemnify HRI against loss, if any. | |||||
CPM. In December 2012, CPM filed a complaint in the State of Virginia Chesapeake Circuit Court against HRI related to construction of the golf course described in the Fentress Families Trust case, alleging breach of contract and seeking declaratory judgment and compensatory damages in the amount of $0.5 million plus attorney fees and costs. CPM alleges that HRI should indemnify CPM for past and future expenses incurred in defending against the Fentress complaints. Because resolution of this litigation is uncertain, legal counsel and management cannot express an opinion as to the ultimate amount, if any, of HRI's liability, or the insurers' obligation to indemnify HRI against loss, if any. | |||||
Archstone. Archstone owns an apartment complex in Westbury, New York. Archstone alleges that moisture penetrated the building envelope and damaged moisture sensitive parts of the buildings which began to rot and grow mold. In 2008, Archstone evicted its tenants and began repairing the 21 apartment buildings. Also in 2008, Archstone filed a complaint in the Nassau County Supreme Court of the State of New York against the prime contractor and its performance bond surety, the designer, and Eldorado Stone, LLC which supplied architectural stone that was installed by others during construction. The prime contractor then sued over a dozen subcontractors who in turn sued others. Most parties filed cross-claims for contribution and indemnity against Eldorado Stone and others. Archstone claims as damages approximately $36.0 million in repair costs, $19.0 million in lost lease payments and rent abatement, $7.0 million paid to tenants who sued Archstone, and $7.0 million for class action defense fees, plus prejudgment interest and attorney's fees. Eldorado Stone answered denying liability and tendered the matter to its insurers. Eldorado Stone obtained an order of summary judgment dismissing three of Archstone's four claims. Eldorado Stone then moved for summary judgment on Archstone's remaining claim of common law indemnification for damages paid to the tenants and associated attorney's fees. In October 2014, Archstone and Eldorado Stone entered into a settlement which was covered by insurance, ending Eldorado Stone's involvement in the case. | |||||
Headwaters Building Products Matters. There are litigation and pending and threatened claims made against certain subsidiaries of Headwaters Building Products (HBP), a division within Headwaters' light building products segment, with respect to several types of exterior finish systems manufactured and sold by its subsidiaries for application by contractors on residential and commercial buildings. The plaintiffs or claimants in these matters typically allege that the structures have suffered damage from water penetration due to some alleged failure of the building product or wall system. The claims involve alleged liabilities associated with certain stucco and architectural stone products which are produced and sold by certain subsidiaries of HBP. The Archstone case summarized above is an example of these types of claims. | |||||
The foregoing litigation and claims typically cite damages for alleged personal injuries, property damage, economic loss, unfair business practices and punitive damages. Claims made against Headwaters and its subsidiaries generally have been paid by their insurers, subject to Headwaters' payment of deductibles or self-insured retentions, although such insurance carriers typically have issued "reservation of rights" letters. There is no guarantee of insurance coverage or continuing coverage. These and future proceedings may result in substantial costs to Headwaters and HBP, including attorneys' fees, managerial time and other personnel resources and costs. Adverse resolution of these proceedings could have a materially negative effect on Headwaters' businesses, financial condition, and results of operation, and its ability to meet its financial obligations. Although Headwaters carries general and product liability insurance, subject to exclusions and self-insured retentions, Headwaters cannot assure that such insurance coverage will remain available, that Headwaters' insurance carriers will remain viable, will accept claims or that the insured amounts will cover all claims in excess of self-insured retentions. Future rate increases may also make such insurance uneconomical for Headwaters to maintain. Because resolution of the litigation and claims is uncertain, legal counsel and management cannot express an opinion as to the ultimate amount, if any, of HBP's liability. | |||||
Heavy Construction Materials Matters. In addition, there are litigation and pending and threatened claims made against HRI, Headwaters' Heavy Construction Materials segment, with respect to coal combustion products. The plaintiffs or claimants in these matters have alleged that inhalation or other exposure to fly ash is unsafe, and that HRI has failed to warn about the alleged dangers of fly ash exposure and the use of adequate protection, resulting in personal injury, contamination of land and water, and diminution in property value. The Fentress Family Trust case summarized above is an example of these types of claims. The application of relatively novel fly ash claims to insurance policies is complex and uncertain and HRI has had limited success in tendering defense of such claims to insurers, which is dependent upon the alleged facts and specific policy terms. Adverse resolution of these claims and insurance coverage disputes could have a materially negative effect on Headwaters' businesses, financial condition, and results of operation, and its ability to meet its financial obligations. Because resolution of the litigation, claims, and insurance coverage disputes is uncertain, legal counsel and management cannot express an opinion as to the ultimate amount, if any, of HRI's liability. | |||||
Other. Headwaters and its subsidiaries are also involved in other legal proceedings that have arisen in the normal course of business. Because resolution of these proceedings is uncertain, legal counsel and management cannot express an opinion as to the ultimate amount, if any, of Headwaters' liability. | |||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
15. Related Party Transactions | |
In addition to transactions disclosed elsewhere, Headwaters was involved in the following transactions with related parties. A director of Headwaters who retired from the Board in 2014 was also a principal in one of the insurance brokerage companies Headwaters uses to purchase certain insurance benefits for its employees. Commissions paid to that company by providers of insurance services to Headwaters totaled approximately $0.1 million in each of the years 2012 through 2014. | |
Until December 2013, when the contract was terminated, a majority of one of Headwaters' subsidiary's transportation needs was provided by a company, two of the principals of which are related to an officer of the subsidiary. Costs incurred were approximately $5.8 million, $6.4 million and $1.4 million in 2012, 2013 and 2014, respectively. | |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Condensed Consolidating Financial Information | ' | ||||||||||||||||
Condensed Consolidating Financial Information | ' | ||||||||||||||||
16. Condensed Consolidating Financial Information | |||||||||||||||||
Headwaters' 7-5/8% senior secured notes and 71/4% senior notes are jointly and severally, fully and unconditionally guaranteed by Headwaters Incorporated and by all of Headwaters' 100%-owned domestic subsidiaries. Separate stand-alone financial statements and disclosures for Headwaters Incorporated and each of the guarantor subsidiaries are not presented because the guarantees are full and unconditional and the guarantor subsidiaries have joint and several liability. There are no significant restrictions on the ability of Headwaters Incorporated to obtain funds from the guarantor subsidiaries nor on the ability of the guarantor subsidiaries to obtain funds from Headwaters Incorporated or other guarantor subsidiaries. | |||||||||||||||||
Non-guaranteeing entities include subsidiaries that are not 100% owned, foreign subsidiaries and joint ventures in which Headwaters has a non-controlling ownership interest. For certain periods, the non-guaranteeing entities represent less than 3% of consolidated assets, stockholders' equity, revenues, income from continuing operations before taxes and cash flows from operating activities. Accordingly, for those periods the condensed consolidating financial information which follows does not present separately the non-guarantor entities' information. Due to various events in 2014, the non-guaranteeing entities have become material and therefore have been presented separately. | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET—September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | and | Consolidated | ||||||||||||||
Reclassifications | |||||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 70,747 | $ | 4,569 | $ | — | $ | 75,316 | |||||||||
Trade receivables, net | 109,868 | 109,868 | |||||||||||||||
Inventories | 37,383 | 37,383 | |||||||||||||||
Deferred income taxes | 25,828 | 17,895 | (29,687 | ) | 14,036 | ||||||||||||
Other | 6,548 | 732 | 7,280 | ||||||||||||||
Total current assets | 250,374 | 23,196 | (29,687 | ) | 243,883 | ||||||||||||
Property, plant and equipment, net | 155,499 | 4,120 | — | 159,619 | |||||||||||||
Other assets: | |||||||||||||||||
Goodwill | 137,198 | 137,198 | |||||||||||||||
Intangible assets, net | 139,797 | 139,797 | |||||||||||||||
Investments in subsidiaries | 282,979 | (282,979 | ) | — | |||||||||||||
Intercompany accounts and notes | 360,482 | 637,046 | (997,528 | ) | — | ||||||||||||
Deferred income taxes | 53,228 | 22,179 | (75,407 | ) | — | ||||||||||||
Other | 22,300 | 21,212 | 43,512 | ||||||||||||||
Total other assets | 713,005 | 963,416 | (1,355,914 | ) | 320,507 | ||||||||||||
Total assets | $ | 1,118,878 | $ | 990,732 | $ | (1,385,601 | ) | $ | 724,009 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 21,051 | $ | 759 | $ | — | $ | 21,810 | |||||||||
Accrued personnel costs | 14,622 | 33,124 | 47,746 | ||||||||||||||
Accrued interest | 16,077 | 16,077 | |||||||||||||||
Current and deferred income taxes | 20,073 | 9,734 | (29,687 | ) | 120 | ||||||||||||
Other accrued liabilities | 52,898 | 2,370 | 55,268 | ||||||||||||||
Current portion of long-term debt | 7,553 | 7,553 | |||||||||||||||
Total current liabilities | 108,644 | 69,617 | (29,687 | ) | 148,574 | ||||||||||||
Long-term liabilities: | |||||||||||||||||
Long-term debt | 449,420 | 449,420 | |||||||||||||||
Income taxes | 80,877 | 19,167 | (75,407 | ) | 24,637 | ||||||||||||
Intercompany accounts and notes | 637,046 | 360,482 | (997,528 | ) | — | ||||||||||||
Other | 9,332 | 7,636 | 16,968 | ||||||||||||||
Total long-term liabilities | 727,255 | 836,705 | (1,072,935 | ) | 491,025 | ||||||||||||
Total liabilities | 835,899 | 906,322 | (1,102,622 | ) | 639,599 | ||||||||||||
Stockholders' equity: | |||||||||||||||||
Common stock | 73 | 73 | |||||||||||||||
Capital in excess of par value | 458,498 | 720,828 | (458,498 | ) | 720,828 | ||||||||||||
Retained earnings (accumulated deficit) | (175,519 | ) | (635,972 | ) | 175,519 | (635,972 | ) | ||||||||||
Treasury stock | (519 | ) | (519 | ) | |||||||||||||
Total stockholders' equity | 282,979 | 84,410 | (282,979 | ) | 84,410 | ||||||||||||
Total liabilities and stockholders' equity | $ | 1,118,878 | $ | 990,732 | $ | (1,385,601 | ) | $ | 724,009 | ||||||||
CONDENSED CONSOLIDATING BALANCE SHEET—September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | and | Consolidated | |||||||||||||
Reclassifications | |||||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 33,552 | $ | 5,764 | $ | 113,226 | $ | — | $ | 152,542 | |||||||
Trade receivables, net | 113,940 | 5,390 | 119,330 | ||||||||||||||
Inventories | 48,482 | 2,151 | 50,633 | ||||||||||||||
Deferred income taxes | 15,509 | 289 | 18,427 | (23,149 | ) | 11,076 | |||||||||||
Other | 9,286 | 168 | 1,082 | 10,536 | |||||||||||||
Total current assets | 220,769 | 13,762 | 132,735 | (23,149 | ) | 344,117 | |||||||||||
Property, plant and equipment, net | 162,458 | 11,674 | 7,979 | — | 182,111 | ||||||||||||
Other assets: | |||||||||||||||||
Goodwill | 145,068 | 30,518 | 175,586 | ||||||||||||||
Intangible assets, net | 131,150 | 28,713 | 159,863 | ||||||||||||||
Investments in subsidiaries | 406,327 | (406,327 | ) | — | |||||||||||||
Intercompany accounts and notes | 381,082 | 637,045 | (1,018,127 | ) | — | ||||||||||||
Deferred income taxes | 41,658 | 22,928 | (64,586 | ) | — | ||||||||||||
Other | 14,388 | 1,381 | 25,981 | 41,750 | |||||||||||||
Total other assets | 713,346 | 60,612 | 1,092,281 | (1,489,040 | ) | 377,199 | |||||||||||
Total assets | $ | 1,096,573 | $ | 86,048 | $ | 1,232,995 | $ | (1,512,189 | ) | $ | 903,427 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 25,643 | $ | 956 | $ | 427 | $ | — | $ | 27,026 | |||||||
Accrued personnel costs | 13,483 | 418 | 35,001 | 48,902 | |||||||||||||
Accrued interest | 18,273 | 18,273 | |||||||||||||||
Current income taxes | 23,198 | 319 | (23,149 | ) | 368 | ||||||||||||
Other accrued liabilities | 36,811 | 3,006 | 1,940 | 41,757 | |||||||||||||
Total current liabilities | 99,135 | 4,699 | 55,641 | (23,149 | ) | 136,326 | |||||||||||
Long-term liabilities: | |||||||||||||||||
Long-term debt | 599,579 | 599,579 | |||||||||||||||
Income taxes | 65,133 | 893 | 21,802 | (64,586 | ) | 23,242 | |||||||||||
Intercompany accounts and notes | 572,356 | 4,061 | 441,710 | (1,018,127 | ) | — | |||||||||||
Other | 16,167 | 774 | 11,645 | 28,586 | |||||||||||||
Total long-term liabilities | 653,656 | 5,728 | 1,074,736 | (1,082,713 | ) | 651,407 | |||||||||||
Total liabilities | 752,791 | 10,427 | 1,130,377 | (1,105,862 | ) | 787,733 | |||||||||||
Redeemable non-controlling interest in consolidated subsidiary | 13,252 | 13,252 | |||||||||||||||
Stockholders' equity: | |||||||||||||||||
Common stock | 74 | 74 | |||||||||||||||
Capital in excess of par value | 458,498 | 60,453 | 723,824 | (519,127 | ) | 723,648 | |||||||||||
Retained earnings (accumulated deficit) | (114,716 | ) | 1,916 | (620,688 | ) | 112,800 | (620,688 | ) | |||||||||
Treasury stock | (592 | ) | (592 | ) | |||||||||||||
Total stockholders' equity | 343,782 | 62,369 | 102,618 | (406,327 | ) | 102,442 | |||||||||||
Total liabilities and stockholders' equity | $ | 1,096,573 | $ | 86,048 | $ | 1,232,995 | $ | (1,512,189 | ) | $ | 903,427 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2012 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 339,632 | $ | — | $ | — | $ | 339,632 | |||||||||
Heavy construction materials | 281,672 | 281,672 | |||||||||||||||
Energy technology | 11,483 | 11,483 | |||||||||||||||
Total revenue | 632,787 | — | — | 632,787 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 241,669 | 241,669 | |||||||||||||||
Heavy construction materials | 210,158 | 210,158 | |||||||||||||||
Energy technology | 5,893 | 5,893 | |||||||||||||||
Total cost of revenue | 457,720 | — | — | 457,720 | |||||||||||||
Gross profit | 175,067 | — | — | 175,067 | |||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,675 | 20,675 | |||||||||||||||
Selling, general and administrative | 94,630 | 25,359 | 119,989 | ||||||||||||||
Total operating expenses | 115,305 | 25,359 | — | 140,664 | |||||||||||||
Operating income (loss) | 59,762 | (25,359 | ) | — | 34,403 | ||||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (80 | ) | (52,598 | ) | (52,678 | ) | |||||||||||
Intercompany interest income (expense) | (25,945 | ) | 25,945 | — | |||||||||||||
Equity in earnings (loss) of subsidiaries | (13,536 | ) | 13,536 | — | |||||||||||||
Other, net | (9,972 | ) | 2,479 | (7,493 | ) | ||||||||||||
Total other income (expense), net | (35,997 | ) | (37,710 | ) | 13,536 | (60,171 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 23,765 | (63,069 | ) | 13,536 | (25,768 | ) | |||||||||||
Income tax benefit (provision) | (1,482 | ) | 821 | (661 | ) | ||||||||||||
Income (loss) from continuing operations | 22,283 | (62,248 | ) | 13,536 | (26,429 | ) | |||||||||||
Loss from discontinued operations, net of income taxes | (35,819 | ) | (35,819 | ) | |||||||||||||
Net loss | $ | (13,536 | ) | $ | (62,248 | ) | $ | 13,536 | $ | (62,248 | ) | ||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 394,324 | $ | — | $ | — | $ | 394,324 | |||||||||
Heavy construction materials | 293,000 | 293,000 | |||||||||||||||
Energy technology | 15,252 | 15,252 | |||||||||||||||
Total revenue | 702,576 | — | — | 702,576 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 283,128 | 283,128 | |||||||||||||||
Heavy construction materials | 219,996 | 219,996 | |||||||||||||||
Energy technology | 6,970 | 6,970 | |||||||||||||||
Total cost of revenue | 510,094 | — | — | 510,094 | |||||||||||||
Gross profit | 192,482 | — | — | 192,482 | |||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,230 | 20,230 | |||||||||||||||
Selling, general and administrative | 96,478 | 21,363 | 117,841 | ||||||||||||||
Total operating expenses | 116,708 | 21,363 | — | 138,071 | |||||||||||||
Operating income (loss) | 75,774 | (21,363 | ) | — | 54,411 | ||||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (54 | ) | (42,512 | ) | (42,566 | ) | |||||||||||
Intercompany interest income (expense) | (23,434 | ) | 23,434 | — | |||||||||||||
Equity in earnings of subsidiaries | 47,117 | (47,117 | ) | — | |||||||||||||
Other, net | 329 | 35 | 364 | ||||||||||||||
Total other income (expense), net | (23,159 | ) | 28,074 | (47,117 | ) | (42,202 | ) | ||||||||||
Income from continuing operations before income taxes | 52,615 | 6,711 | (47,117 | ) | 12,209 | ||||||||||||
Income tax benefit (provision) | (4,350 | ) | 426 | (3,924 | ) | ||||||||||||
Income from continuing operations | 48,265 | 7,137 | (47,117 | ) | 8,285 | ||||||||||||
Loss from discontinued operations, net of income taxes | (1,148 | ) | (1,148 | ) | |||||||||||||
Net income | $ | 47,117 | $ | 7,137 | $ | (47,117 | ) | $ | 7,137 | ||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | Consolidated | ||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 438,473 | $ | 33,961 | $ | — | $ | — | $ | 472,434 | |||||||
Heavy construction materials | 309,337 | 309,337 | |||||||||||||||
Energy technology | 9,676 | 9,676 | |||||||||||||||
Total revenue | 757,486 | 33,961 | — | — | 791,447 | ||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 312,220 | 24,063 | 336,283 | ||||||||||||||
Heavy construction materials | 224,888 | 224,888 | |||||||||||||||
Energy technology | 4,583 | 4,583 | |||||||||||||||
Total cost of revenue | 541,691 | 24,063 | — | — | 565,754 | ||||||||||||
Gross profit | 215,795 | 9,898 | — | — | 225,693 | ||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,231 | 1,088 | 21,319 | ||||||||||||||
Selling, general and administrative | 108,602 | 4,209 | 24,839 | 137,650 | |||||||||||||
Total operating expenses | 128,833 | 5,297 | 24,839 | — | 158,969 | ||||||||||||
Operating income (loss) | 86,962 | 4,601 | (24,839 | ) | — | 66,724 | |||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (349 | ) | (2 | ) | (45,978 | ) | (46,329 | ) | |||||||||
Intercompany interest income (expense) | (22,737 | ) | 22,737 | — | |||||||||||||
Equity in earnings of subsidiaries | 62,719 | (62,719 | ) | — | |||||||||||||
Other, net | (24 | ) | (324 | ) | (348 | ) | |||||||||||
Total other income (expense), net | (23,110 | ) | (326 | ) | 39,478 | (62,719 | ) | (46,677 | ) | ||||||||
Income from continuing operations before income taxes | 63,852 | 4,275 | 14,639 | (62,719 | ) | 20,047 | |||||||||||
Income tax benefit (provision) | (3,296 | ) | (923 | ) | 645 | (3,574 | ) | ||||||||||
Income from continuing operations | 60,556 | 3,352 | 15,284 | (62,719 | ) | 16,473 | |||||||||||
Loss from discontinued operations, net of income taxes | (415 | ) | (415 | ) | |||||||||||||
Net income | 60,141 | 3,352 | 15,284 | (62,719 | ) | 16,058 | |||||||||||
Net income attributable to non-controlling interest | (774 | ) | (774 | ) | |||||||||||||
Net income attributable to Headwaters Incorporated | $ | 60,141 | $ | 2,578 | $ | 15,284 | $ | (62,719 | ) | $ | 15,284 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2012 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net loss | $ | (13,536 | ) | $ | (62,248 | ) | $ | 13,536 | $ | (62,248 | ) | ||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 51,333 | 148 | 51,481 | ||||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 14,184 | 14,184 | |||||||||||||||
Stock-based compensation | 673 | 1,064 | 1,737 | ||||||||||||||
Deferred income taxes | 199 | (1 | ) | 198 | |||||||||||||
Net gain on disposition of property, plant and equipment | (538 | ) | (538 | ) | |||||||||||||
Gain on sale of discontinued operations, net of income taxes | (267 | ) | (267 | ) | |||||||||||||
Asset impairments | 13,166 | 13,166 | |||||||||||||||
Net loss of unconsolidated joint ventures | 9,314 | 9,314 | |||||||||||||||
Gain on convertible debt repayments | (2,479 | ) | (2,479 | ) | |||||||||||||
Equity in (earnings) loss of subsidiaries | 13,536 | (13,536 | ) | 0 | |||||||||||||
Increase in trade receivables | (9,792 | ) | (9,792 | ) | |||||||||||||
Decrease in inventories | 2,954 | 2,954 | |||||||||||||||
Increase in accounts payable and accrued liabilities | 9,646 | 17,797 | 27,443 | ||||||||||||||
Other changes in operating assets and liabilities, net | 16,928 | (15,912 | ) | 1,016 | |||||||||||||
Net cash provided by (used in)operating activities | 80,080 | (33,911 | ) | — | 46,169 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (996 | ) | (996 | ) | |||||||||||||
Proceeds from sale of investments in unconsolidated joint ventures | 18,522 | 18,522 | |||||||||||||||
Purchase of property, plant and equipment | (24,419 | ) | (2,028 | ) | (26,447 | ) | |||||||||||
Proceeds from disposition of property, plant and equipment | 1,261 | 1,261 | |||||||||||||||
Proceeds from sale of discontinued operations | 2,000 | 2,000 | |||||||||||||||
Net decrease (increase) in long-term receivables and deposits | 24 | (66 | ) | (42 | ) | ||||||||||||
Net change in other assets | (214 | ) | (492 | ) | (706 | ) | |||||||||||
Net cash used in investing activities | (3,822 | ) | (2,586 | ) | — | (6,408 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||
Payments on long-term debt | (36,334 | ) | (36,334 | ) | |||||||||||||
Debt issue costs | (1,090 | ) | (1,090 | ) | |||||||||||||
Employee stock purchases | 462 | 173 | 635 | ||||||||||||||
Intercompany transfers | (68,731 | ) | 68,731 | 0 | |||||||||||||
Net cash provided by (used in) financing activities | (68,269 | ) | 31,480 | — | (36,789 | ) | |||||||||||
Net increase (decrease) in cash and cash equivalents | 7,989 | (5,017 | ) | — | 2,972 | ||||||||||||
Cash and cash equivalents, beginning of year | 36,122 | 14,688 | 50,810 | ||||||||||||||
Cash and cash equivalents, end of year | $ | 44,111 | $ | 9,671 | $ | — | $ | 53,782 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net income (loss) | $ | 47,117 | $ | 7,137 | $ | (47,117 | ) | $ | 7,137 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 52,027 | 290 | 52,317 | ||||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 5,841 | 5,841 | |||||||||||||||
Stock-based compensation | 765 | 938 | 1,703 | ||||||||||||||
Deferred income taxes | 698 | 698 | |||||||||||||||
Net gain on disposition of property, plant and equipment | (649 | ) | (649 | ) | |||||||||||||
Loss on sale of discontinued operations, net of income taxes | 55 | 55 | |||||||||||||||
Gain on convertible debt repayments | (35 | ) | (35 | ) | |||||||||||||
Equity in earnings of subsidiaries | (47,117 | ) | 47,117 | 0 | |||||||||||||
Increase in trade receivables | (5,035 | ) | (5,035 | ) | |||||||||||||
Decrease in inventories | 2,221 | 2,221 | |||||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | (5,637 | ) | 1,419 | (4,218 | ) | ||||||||||||
Other changes in operating assets and liabilities, net | 31,000 | (32,472 | ) | (1,472 | ) | ||||||||||||
Net cash provided by (used in) operating activities | 122,562 | (63,999 | ) | — | 58,563 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (43,250 | ) | (43,250 | ) | |||||||||||||
Purchase of property, plant and equipment | (26,940 | ) | (2,179 | ) | (29,119 | ) | |||||||||||
Proceeds from disposition of property, plant and equipment | 791 | 791 | |||||||||||||||
Proceeds from sale of discontinued operations | 4,813 | 4,813 | |||||||||||||||
Net decrease (increase) in long-term receivables and deposits | (1,890 | ) | 719 | (1,171 | ) | ||||||||||||
Net change in other assets | (294 | ) | (143 | ) | (437 | ) | |||||||||||
Net cash used in investing activities | (66,770 | ) | (1,603 | ) | — | (68,373 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from issuance of common stock | 77,957 | 77,957 | |||||||||||||||
Payments on long-term debt | (47,355 | ) | (47,355 | ) | |||||||||||||
Employee stock purchases | 539 | 203 | 742 | ||||||||||||||
Intercompany transfers | (29,695 | ) | 29,695 | 0 | |||||||||||||
Net cash provided by (used in) financing activities | (29,156 | ) | 60,500 | — | 31,344 | ||||||||||||
Net increase (decrease) in cash and cash equivalents | 26,636 | (5,102 | ) | — | 21,534 | ||||||||||||
Cash and cash equivalents, beginning of year | 44,111 | 9,671 | 53,782 | ||||||||||||||
Cash and cash equivalents, end of year | $ | 70,747 | $ | 4,569 | $ | — | $ | 75,316 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | Consolidated | ||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net income | $ | 60,141 | $ | 3,352 | $ | 15,284 | $ | (62,719 | ) | $ | 16,058 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 52,716 | 2,146 | 272 | 55,134 | |||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 2,175 | 2,175 | |||||||||||||||
Stock-based compensation | 843 | 1,322 | 2,165 | ||||||||||||||
Deferred income taxes | 1,062 | 604 | 1,666 | ||||||||||||||
Net loss on disposition of property, plant and equipment | 44 | 6 | 45 | 95 | |||||||||||||
Gain on sale of discontinued operations, net of income taxes | (2,727 | ) | (2,727 | ) | |||||||||||||
Asset impairments | 1,815 | 1,815 | |||||||||||||||
Net loss of unconsolidated joint ventures | 529 | 529 | |||||||||||||||
Equity in earnings of subsidiaries | (62,719 | ) | 62,719 | 0 | |||||||||||||
Decrease (increase) in trade receivables | (90 | ) | 607 | 517 | |||||||||||||
Decrease (increase) in inventories | (3,927 | ) | 1,580 | (2,347 | ) | ||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | (17,364 | ) | 828 | 3,311 | (13,225 | ) | |||||||||||
Other changes in operating assets and liabilities, net | 33,349 | 129 | (34,956 | ) | (1,478 | ) | |||||||||||
Net cash provided by (used in) operating activities | 125,862 | 9,781 | (75,266 | ) | — | 60,377 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (10,500 | ) | (84,498 | ) | (94,998 | ) | |||||||||||
Investments in unconsolidated joint ventures | (1,875 | ) | (1,875 | ) | |||||||||||||
Purchase of property, plant and equipment | (30,672 | ) | (829 | ) | (4,298 | ) | (35,799 | ) | |||||||||
Proceeds from disposition of property, plant and equipment | 905 | 905 | |||||||||||||||
Proceeds from sale of discontinued operations | 4,666 | 4,666 | |||||||||||||||
Net decrease in long-term receivables and deposits | 7,145 | 300 | 7,445 | ||||||||||||||
Net change in other assets | (2,275 | ) | 113 | (2,162 | ) | ||||||||||||
Net cash used in investing activities | (30,731 | ) | (2,704 | ) | (88,383 | ) | — | (121,818 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||||||
Net proceeds from issuance of long-term debt | 146,650 | 146,650 | |||||||||||||||
Payments on long-term debt | (7,792 | ) | (7,792 | ) | |||||||||||||
Dividends paid to non-controlling interest in consolidated subsidiary | (950 | ) | (950 | ) | |||||||||||||
Employee stock purchases | 580 | 179 | 759 | ||||||||||||||
Intercompany transfers | (132,872 | ) | (397 | ) | 133,269 | 0 | |||||||||||
Net cash provided by (used in) financing activities | (132,292 | ) | (1,347 | ) | 272,306 | — | 138,667 | ||||||||||
Net increase (decrease) in cash and cash equivalents | (37,161 | ) | 5,730 | 108,657 | — | 77,226 | |||||||||||
Cash and cash equivalents, beginning of year | 70,713 | 34 | 4,569 | 75,316 | |||||||||||||
Cash and cash equivalents, end of year | $ | 33,552 | $ | 5,764 | $ | 113,226 | $ | — | $ | 152,542 | |||||||
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Quarterly Financial Data (unaudited) | ' | ||||||||||||||||
Quarterly Financial Data (unaudited) | ' | ||||||||||||||||
17. Quarterly Financial Data (unaudited) | |||||||||||||||||
Summarized unaudited quarterly financial data for 2013 and 2014 is as follows. | |||||||||||||||||
2013(1)(2) | |||||||||||||||||
(in thousands, except per-share amounts) | First | Second | Third | Fourth | Full year | ||||||||||||
quarter | quarter | quarter | quarter | ||||||||||||||
Net revenue | $ | 149,573 | $ | 140,988 | $ | 197,030 | $ | 214,985 | $ | 702,576 | |||||||
Gross profit | 37,245 | 32,411 | 58,505 | 64,321 | 192,482 | ||||||||||||
Net income (loss)(3) | (5,872 | ) | (8,260 | ) | 11,016 | 10,253 | 7,137 | ||||||||||
Basic and diluted earnings (loss) per share(4) | (0.09 | ) | (0.11 | ) | 0.15 | 0.14 | 0.1 | ||||||||||
2014(1)(2) | |||||||||||||||||
(in thousands, except per-share amounts) | First | Second | Third | Fourth | Full year | ||||||||||||
quarter | quarter | quarter | quarter | ||||||||||||||
Net revenue | $ | 165,615 | $ | 156,512 | $ | 223,399 | $ | 245,921 | $ | 791,447 | |||||||
Gross profit | 40,893 | 38,551 | 67,672 | 78,577 | 225,693 | ||||||||||||
Net income (loss)(3) | (1,434 | ) | (10,082 | ) | 10,893 | 16,681 | 16,058 | ||||||||||
Basic and diluted earnings (loss) per share(4) | (0.02 | ) | (0.14 | ) | 0.14 | 0.22 | 0.2 | ||||||||||
-1 | Headwaters' revenue is seasonal, with higher revenues typically occurring in the third and fourth quarters of the fiscal year than in the first and second quarters. As a result, profitability is also usually higher in the last half of the fiscal year than in the first half of the year. | ||||||||||||||||
-2 | As described in Note 4, Headwaters acquired several businesses during 2013 and 2014 and these acquisitions have affected to a certain extent the comparability of the above information. | ||||||||||||||||
-3 | In both 2013 and 2014, Headwaters recorded a full valuation allowance on its net amortizable deferred tax assets and recorded income tax expense in both years, primarily from the combination of recognizing benefit for deferred tax assets only to the extent of projected fiscal year earnings, plus state income taxes in certain state jurisdictions (see Note 10). | ||||||||||||||||
-4 | In accordance with ASC Topic 260 Earnings Per Share, EPS is computed independently for each of the four fiscal quarters in a year. The basic and diluted EPS computed for certain years may not equal the sum of the four quarterly computations due to the combination of profitable quarters and loss quarters and / or rounding conventions. | ||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Principles of Consolidation | ' |
Principles of Consolidation—The consolidated financial statements include the accounts of Headwaters, all of its subsidiaries and other entities in which Headwaters has a controlling interest. In accordance with the requirements of ASC Topic 810 Consolidation, Headwaters is required to consolidate any variable interest entities for which it is the primary beneficiary. For investments in entities in which Headwaters has a significant influence over operating and financial decisions (generally defined as owning a voting or economic interest of 20% to 50%), Headwaters applies the equity method of accounting. In instances where Headwaters' investment is less than 20% and significant influence does not exist, investments are carried at cost. As of September 30, 2014, there are no material variable interest entities or equity-method investments. All significant intercompany transactions and accounts are eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates—The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect i) the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and ii) the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. | |
Segment Reporting, Major Customers and Other Concentrations of Risk | ' |
Segment Reporting, Major Customers and Other Concentrations of Risk—Headwaters currently operates three business segments: light building products, heavy construction materials and energy technology. Additional information about these segments is presented in Note 3. No customer accounted for over 10% of total revenue in any year presented and less than 10% of Headwaters' revenue was from sales outside the United States. Approximately 13%, 12% and 10% of Headwaters' total revenue and cost of revenue was for services in 2012, 2013 and 2014, respectively. Substantially all service-related revenue for all periods was in the heavy construction materials segment. Headwaters normally purchases a majority of the polypropylene and poly vinyl chloride (PVC) used in its resin-based building products from a single supplier; however, polypropylene and PVC could be obtained from other suppliers if necessary and management currently believes any such change in suppliers would not be materially disruptive. | |
Revenue Recognition and Cost of Revenue | ' |
Revenue Recognition and Cost of Revenue—Revenue from the sale of light building products, CCPs and energy-related products is recognized upon passage of title to the customer, which coincides with physical delivery and assumption of risk of loss by the customer. Estimated sales rebates and discounts pertaining to the sale of building products are provided for at the time of sale and are based primarily upon established policies and historical experience. Revenues include transportation charges and shipping and handling fees associated with delivering products and materials to customers when the transportation and/or shipping and handling is contractually provided for between the customer and Headwaters. Cost of revenue includes shipping and handling fees. | |
CCP service revenues are primarily earned under long-term contracts to dispose of residual materials created by coal-fired electric power generation. Revenues under long-term site service contracts are recognized concurrently with the removal of material and are based on the volume of material removed at established prices per ton. In compliance with contractual obligations, the cost of CCPs purchased from certain utilities is based on a percentage of the "net revenues" from sale of the CCPs purchased. Costs also include landfill fees and transportation charges to deliver non-marketable CCPs to landfills. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents—Headwaters considers all short-term, highly-liquid investments with a maturity of three months or less when purchased to be cash equivalents. Certain cash and cash equivalents are deposited with financial institutions, and at times such amounts exceed insured depository limits. | |
Receivables | ' |
Receivables—Allowances are provided for uncollectible accounts and notes when deemed necessary. Such allowances are based on an account-by-account analysis of collectability or impairment plus a provision for non-customer specific defaults based upon historical collection experience. Headwaters performs periodic credit evaluations of its customers but collateral is not required for trade receivables. Collateral is generally required for notes receivable, which were not material during the periods presented. | |
Inventories | ' |
Inventories—Inventories are stated at the lower of cost or market (net realizable value). Cost includes direct material, transportation, direct labor and allocations of manufacturing overhead costs and is determined primarily using the first-in, first-out method. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment—Property, plant and equipment are recorded at cost. For significant self-constructed assets, cost includes direct labor and interest. Expenditures for major improvements are capitalized; expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. Assets are depreciated using primarily the straight-line method over their estimated useful lives, limited to the lease terms for improvements to leased assets. The units-of-production method is used to depreciate certain light building products segment assets. Upon the sale or retirement of property, plant and equipment, any gain or loss on disposition is reflected in results of operations and the related asset cost and accumulated depreciation are removed from the respective accounts. | |
Intangible Assets and Goodwill | ' |
Intangible Assets and Goodwill—Intangible assets consist primarily of identifiable intangible assets obtained in connection with acquisitions. With the exception of certain indefinite-lived trade names, intangible assets are amortized using the straight-line method, Headwaters' best estimate of the pattern of economic benefit, over their estimated useful lives. Goodwill consists of the excess of the purchase price for acquired businesses over the fair value of assets acquired, net of liabilities assumed. As described in more detail in Note 7, in accordance with ASC Topic 350 Intangibles—Goodwill and Other, goodwill and indefinite-lived intangible assets are not amortized, but are tested at least annually for impairment. Amortizable intangible assets are tested for impairment only when an indicator of impairment exists. | |
Valuation of Long-Lived Assets | ' |
Valuation of Long-Lived Assets—Headwaters evaluates the carrying value of long-lived assets, including amortizable intangible assets, as well as the related depreciation and amortization periods, to determine whether adjustments to carrying amounts or to estimated useful lives are required based on current events and circumstances. The carrying value of a long-lived asset is considered impaired when the anticipated cumulative undiscounted cash flow from that asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. As more fully described in Note 5, in 2012 there was a significant asset impairment charge for long-lived assets in the discontinued coal cleaning business. | |
Debt Issue Costs and Debt Repayment Premiums | ' |
Debt Issue Costs and Debt Repayment Premiums—Debt issue costs represent direct costs incurred for the issuance of long-term debt. These costs are amortized to interest expense over the lives of the respective debt issues using the effective interest method. When debt is repaid early, the portion of unamortized debt issue costs related to the early principal repayment is written off and included in interest expense. Any premiums associated with the repayment of debt are also charged to interest expense. | |
Financial Instruments | ' |
Financial Instruments—Derivatives are recorded in the consolidated balance sheet at fair value, as required by ASC Topic 815 Derivatives and Hedging. Accounting for changes in the fair value of a derivative depends on the intended use of the derivative, which is established at inception. For derivatives designated as cash flow hedges and which meet the effectiveness guidelines of ASC Topic 815, changes in fair value, to the extent effective, are recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative changes in fair value between the derivative contract and the hedged item over time. Any change in fair value of a derivative resulting from ineffectiveness, or an excluded component of the gain or loss, is recognized immediately and is recorded as interest expense. | |
Headwaters formally documents all hedge transactions at inception of the contract, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking the derivatives that are designated as hedges to specific assets, liabilities, firm commitments or forecasted transactions. Headwaters also formally assesses the effectiveness of any hedging instruments on an ongoing basis. Historically, Headwaters has entered into hedge agreements primarily to limit its exposure for interest rate movements and certain commodity price fluctuations. | |
In connection with the issuance of 2.50% convertible senior subordinated notes, Headwaters entered into convertible note hedge and warrant transactions for the purpose of effectively increasing the common stock conversion price. This convertible note hedge terminated when the notes were repaid in full in the March 2014 quarter. Since that time, and as of September 30, 2014, Headwaters has had no material hedge agreements or other derivatives in place. | |
Asset Retirement Obligations | ' |
Asset Retirement Obligations—From time to time Headwaters incurs asset retirement obligations associated with the restoration of certain CCP disposal sites. Headwaters records its legal obligations associated with the retirement of long-lived assets in accordance with the requirements of ASC Topic 410 Asset Retirements and Environmental Obligations. The fair value of a liability for an asset retirement obligation is recognized in the consolidated financial statements when the asset is placed in service. At such time, the fair value of the liability is estimated using discounted cash flows. In subsequent periods, the retirement obligation is accreted to its estimated future value as of the asset retirement date through charges to operating expenses. An asset equal in value to the retirement obligation is also recorded as a component of the carrying amount of the long-lived asset and is depreciated over the asset's useful life. As of September 30, 2013 and 2014, CCP asset retirement obligations totaled $0. However, as described in Note 5, Headwaters has recorded a liability for one of the reclamation obligations assumed by the buyer of a cleaning facility which was sold in 2013, but for which Headwaters remains contingently liable. | |
Income Taxes | ' |
Income Taxes—Headwaters files a consolidated federal income tax return with substantially all of its subsidiaries. Income taxes are determined on an entity-by-entity basis and are accounted for in accordance with ASC Topic 740 Income Taxes. Headwaters recognizes deferred tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in income tax returns. Deferred tax assets or liabilities are determined based upon the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are periodically reviewed for recoverability based on current events, and valuation allowances are provided as necessary. Expenses for interest and penalties related to income taxes are classified within the income tax provision. | |
Advertising Costs | ' |
Advertising Costs—Advertising costs are expensed as incurred, except for the cost of certain materials which are capitalized and amortized to expense as the materials are distributed. Total advertising costs were approximately $5.9 million, $6.2 million and $8.0 million in 2012, 2013 and 2014, respectively. | |
Warranty Costs | ' |
Warranty Costs—Provision is made for warranty costs at the time of sale, based upon established policies and historical experience. Warranty costs were approximately $1.2 million, $1.5 million and $1.8 million in 2012, 2013 and 2014, respectively. | |
Contingencies | ' |
Contingencies—In accounting for legal matters and other contingencies, Headwaters follows the guidance in ASC Topic 450 Contingencies, under which loss contingencies are accounted for based upon the likelihood of an impairment of an asset or the incurrence of a liability. If a loss contingency is "probable" and the amount of loss can be reasonably estimated, it is accrued. If a loss contingency is "probable" but the amount of loss cannot be reasonably estimated, disclosure is made. If a loss contingency is "reasonably possible," disclosure is made, including the potential range of loss, if determinable. Loss contingencies that are "remote" are neither accounted for nor disclosed. Gain contingencies are given no accounting recognition until realized, but are disclosed if material. Headwaters records legal fees associated with loss contingencies when incurred and does not record estimated future legal fees. | |
Stock-Based Compensation | ' |
Stock-Based Compensation—Headwaters uses the fair value method of accounting for stock-based compensation required by ASC Topic 718 Compensation—Stock Compensation. ASC Topic 718 requires companies to expense the value of equity-based awards. Stock-based compensation expense is reported within the same expense line items as used for cash compensation expense. Excess tax benefits resulting from exercise of stock options and stock appreciation rights (SARs) are reflected as necessary in the consolidated statement of changes in stockholders' equity and in financing cash flows in the statement of cash flows. | |
Headwaters recognizes compensation expense equal to the grant-date fair value of stock-based awards for all awards expected to vest, over the period during which the related service is rendered by grantees. The fair value of stock-based awards is determined primarily using the Black-Scholes-Merton option pricing model (B-S-M model), adjusted where necessary to account for specific terms of awards that the B-S-M model does not have the capability to consider; for example, awards which have a cap on allowed appreciation. For such awards, the output determined by the B-S-M model has been reduced by an amount determined by a Quasi-Monte Carlo simulation to reflect the reduction in fair value associated with the appreciation cap or other award feature. | |
The B-S-M model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. Option valuation models require the input of certain subjective assumptions, including expected stock price volatility and expected term. For stock-based awards, Headwaters primarily uses the "graded vesting" or accelerated method to allocate compensation expense over the requisite service periods. Estimated forfeiture rates are based largely on historical data and ranged from 1% to 3% during the periods presented. As of September 30, 2014, the estimated forfeiture rate for most unvested awards was 1% per year. | |
Earnings per Share Calculation | ' |
Earnings per Share Calculation—Earnings per share (EPS) has been computed based on the weighted-average number of common shares outstanding. Diluted EPS computations reflect the increase in weighted-average common shares outstanding that would result from the assumed exercise of outstanding stock-based awards calculated using the treasury stock method, and the assumed conversion of convertible securities using the if-converted method, when such stock-based awards or convertible securities are dilutive. | |
In accordance with the requirements of ASC Topic 260 Earnings Per Share, the diluted EPS calculations consider all of the following as assumed proceeds in using the treasury stock method to calculate whether and to what extent options and SARs are dilutive: i) the amount employees must pay upon exercise; plus ii) the average amount of unrecognized compensation cost during the period attributed to future service; plus iii) the amount of tax benefits, if any, that would be credited to additional paid-in capital if the award were to be exercised. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements—In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC Topic 606). This new revenue standard creates a single source of revenue guidance for all companies in all industries and is more principles-based than current revenue guidance. For Headwaters, the mandatory adoption date of ASC 606 is October 1, 2017 and there are two methods of adoption allowed, either a "full" retrospective adoption or a "modified" retrospective adoption. Headwaters is currently evaluating the impact of ASC 606, but at the current time does not know what impact the new standard will have on revenue recognized and other accounting decisions in future periods, if any, nor what method of adoption will be selected if the impact is material. | |
Headwaters has reviewed other recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial position of Headwaters. Based on the review of these other recently issued standards, Headwaters does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures. | |
Reclassifications | ' |
Reclassifications—Certain prior period amounts have been reclassified to conform to the current period's presentation. The reclassifications had no effect on net income or total assets. | |
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Schedule Of Segment Reporting | ' | ||||||||||||||||
2012 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 339,632 | $ | 281,672 | $ | 11,483 | $ | 0 | $ | 632,787 | |||||||
Depreciation and amortization | $ | (35,724 | ) | $ | (13,322 | ) | $ | (2,287 | ) | $ | (148 | ) | $ | (51,481 | ) | ||
Operating income (loss) | $ | 25,553 | $ | 40,254 | $ | (6,045 | ) | $ | (25,359 | ) | $ | 34,403 | |||||
Net interest expense | (52,678 | ) | |||||||||||||||
Other income (expense), net | (7,493 | ) | |||||||||||||||
Income tax provision | (661 | ) | |||||||||||||||
Loss from continuing operations | (26,429 | ) | |||||||||||||||
Loss from discontinued operations, net of income taxes | (35,819 | ) | |||||||||||||||
Net loss | $ | (62,248 | ) | ||||||||||||||
Capital expenditures | $ | 17,707 | $ | 5,240 | $ | 1,472 | $ | 2,028 | $ | 26,447 | |||||||
Segment assets | $ | 271,554 | $ | 338,753 | $ | 36,377 | $ | 34,253 | $ | 680,937 | |||||||
2013 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 394,324 | $ | 293,000 | $ | 15,252 | $ | 0 | $ | 702,576 | |||||||
Depreciation and amortization | $ | (37,065 | ) | $ | (12,809 | ) | $ | (2,153 | ) | $ | (290 | ) | $ | (52,317 | ) | ||
Operating income (loss) | $ | 34,194 | $ | 43,519 | $ | (1,939 | ) | $ | (21,363 | ) | $ | 54,411 | |||||
Net interest expense | (42,566 | ) | |||||||||||||||
Other income (expense), net | 364 | ||||||||||||||||
Income tax provision | (3,924 | ) | |||||||||||||||
Income from continuing operations | 8,285 | ||||||||||||||||
Loss from discontinued operations, net of income taxes | (1,148 | ) | |||||||||||||||
Net income | $ | 7,137 | |||||||||||||||
Capital expenditures | $ | 21,455 | $ | 4,851 | $ | 634 | $ | 2,179 | $ | 29,119 | |||||||
Segment assets | $ | 306,686 | $ | 358,684 | $ | 34,509 | $ | 24,130 | $ | 724,009 | |||||||
2014 | |||||||||||||||||
(in thousands) | Light | Heavy | Energy | Corporate | Totals | ||||||||||||
building | construction | technology | |||||||||||||||
products | materials | ||||||||||||||||
Segment revenue | $ | 472,434 | $ | 309,337 | $ | 9,676 | $ | 0 | $ | 791,447 | |||||||
Depreciation and amortization | $ | (39,425 | ) | $ | (13,706 | ) | $ | (1,731 | ) | $ | (272 | ) | $ | (55,134 | ) | ||
Operating income (loss) | $ | 46,888 | $ | 51,503 | $ | (6,829 | ) | $ | (24,838 | ) | $ | 66,724 | |||||
Net interest expense | (46,329 | ) | |||||||||||||||
Other income (expense), net | (348 | ) | |||||||||||||||
Income tax provision | (3,574 | ) | |||||||||||||||
Income from continuing operations | 16,473 | ||||||||||||||||
Loss from discontinued operations, net of income taxes | (415 | ) | |||||||||||||||
Net income | $ | 16,058 | |||||||||||||||
Capital expenditures | $ | 25,307 | $ | 5,721 | $ | 473 | $ | 4,298 | $ | 35,799 | |||||||
Segment assets | $ | 411,968 | $ | 325,140 | $ | 22,674 | $ | 143,645 | $ | 903,427 | |||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Acquisition | ' | ||||||||||
Schedule of pro forma consolidated revenue and net loss | ' | ||||||||||
Unaudited (in thousands) | 2012 | 2013 | 2014 | ||||||||
Revenue | $ | 670,682 | $ | 784,395 | $ | 827,574 | |||||
Net income (loss) | (63,095 | ) | 12,387 | 19,909 | |||||||
Schedule of activity of non-controlling interest | ' | ||||||||||
(in thousands) | |||||||||||
Estimated fair value as of acquisition date | $ | 13,252 | |||||||||
Net income attributable to non-controlling interest | 774 | ||||||||||
Dividends | (950 | ) | |||||||||
Adjustment of estimated redemption value | 176 | ||||||||||
Balance as of September 30, 2014 | $ | 13,252 | |||||||||
Kleer Lumber, Inc. | ' | ||||||||||
Acquisition | ' | ||||||||||
Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date | ' | ||||||||||
(in thousands) | |||||||||||
Current assets | $ | 5,818 | |||||||||
Current liabilities | (3,093 | ) | |||||||||
Property, plant and equipment | 4,098 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 11,100 | ||||||||||
Trade name (indefinite life) | 4,800 | ||||||||||
Goodwill | 20,527 | ||||||||||
Net assets acquired | $ | 43,250 | |||||||||
Entegra | ' | ||||||||||
Acquisition | ' | ||||||||||
Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date | ' | ||||||||||
(in thousands) | |||||||||||
Current assets | $ | 8,261 | |||||||||
Current liabilities | (3,422 | ) | |||||||||
Property, plant and equipment | 10,589 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 20,600 | ||||||||||
Trade name (indefinite life) | 6,600 | ||||||||||
Goodwill | 28,156 | ||||||||||
Net assets acquired | 70,784 | ||||||||||
Less redeemable non-controlling interest | (13,252 | ||||||||||
) | |||||||||||
Net assets attributable to Headwaters | $ | 57,532 | |||||||||
Gerard | ' | ||||||||||
Acquisition | ' | ||||||||||
Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date | ' | ||||||||||
(in thousands) | |||||||||||
Current assets | $ | 9,195 | |||||||||
Current liabilities | (1,869 | ) | |||||||||
Property, plant and equipment | 8,314 | ||||||||||
Intangible assets: | |||||||||||
Customer relationships (15 year life) | 4,000 | ||||||||||
Trade name (indefinite life) | 3,900 | ||||||||||
Goodwill | 7,332 | ||||||||||
Long-term liabilities | (3,906 | ) | |||||||||
Net assets acquired | $ | 26,966 | |||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Discontinued Operations | ' | ||||||||||
Schedule Of Information For The Discontinued Coal Cleaning Business | ' | ||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Revenue | $ | 22,268 | $ | 4,386 | $ | 0 | |||||
Loss from operations of discontinued operations before income taxes | $ | (36,210 | ) | $ | (3,752 | ) | $ | (3,175 | ) | ||
Gain (loss) on disposal | 267 | (55 | ) | 2,727 | |||||||
Income tax benefit | 124 | 2,659 | 33 | ||||||||
Loss from discontinued operations, net of income taxes | $ | (35,819 | ) | $ | (1,148 | ) | $ | (415 | ) | ||
Current_Assets_and_Current_Lia1
Current Assets and Current Liabilities (Tables) | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Current Assets and Current Liabilities | ' | |||||||||||||
Schedule of allowance for trade receivables | ' | |||||||||||||
Receivables—Activity in the trade receivables allowance account was as follows for the three-year period ended September 30, 2014. | ||||||||||||||
(in thousands) | Balance at | Charged | Accounts | Balance at | ||||||||||
beginning | to expense | written off | end of year | |||||||||||
of year | ||||||||||||||
2012 | $ | 2,938 | $ | 532 | $ | (1,047 | ) | $ | 2,423 | |||||
2013 | 2,423 | 1,302 | (948 | ) | 2,777 | |||||||||
2014 | 2,777 | 2,022 | (1,261 | ) | 3,538 | |||||||||
Schedule of components of inventory | ' | |||||||||||||
Inventories—Inventories consisted of the following at September 30: | ||||||||||||||
(in thousands) | 2013 | 2014 | ||||||||||||
Raw materials | $ | 9,909 | $ | 12,017 | ||||||||||
Finished goods | 27,474 | 38,616 | ||||||||||||
$ | 37,383 | $ | 50,633 | |||||||||||
Schedule of other accrued liabilities | ' | |||||||||||||
Other Accrued Liabilities—Other accrued liabilities consisted of the following at September 30: | ||||||||||||||
(in thousands) | 2013 | 2014 | ||||||||||||
Products and services received but not yet invoiced | $ | 24,355 | $ | 19,870 | ||||||||||
Litigation | 16,012 | 2,795 | ||||||||||||
Other | 14,901 | 19,092 | ||||||||||||
$ | 55,268 | $ | 41,757 | |||||||||||
LongLived_Assets_Tables
Long-Lived Assets (Tables) | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Long-Lived Assets | ' | |||||||||||||||
Schedule of property, plant and equipment | ' | |||||||||||||||
Property, Plant and Equipment—Property, plant and equipment consisted of the following at September 30: | ||||||||||||||||
(in thousands of dollars) | Estimated useful lives | 2013 | 2014 | |||||||||||||
Land and improvements | 15 - 40 years | $ | 11,359 | $ | 15,298 | |||||||||||
Buildings and improvements | 5 - 40 years | 61,760 | 69,018 | |||||||||||||
Equipment and vehicles | 3 - 20 years | 204,438 | 222,800 | |||||||||||||
Dies and molds | 3 - 20 years | 79,248 | 83,299 | |||||||||||||
Construction in progress | — | 11,608 | 16,402 | |||||||||||||
368,413 | 406,817 | |||||||||||||||
Less accumulated depreciation | (208,794 | ) | (224,706 | ) | ||||||||||||
Net property, plant and equipment | $ | 159,619 | $ | 182,111 | ||||||||||||
Schedule of gross carrying amounts and accumulated amortization of intangible assets | ' | |||||||||||||||
The table also summarizes the gross carrying amounts and related accumulated amortization of all intangible assets as of September 30: | ||||||||||||||||
2013 | 2014 | |||||||||||||||
(in thousands of dollars) | Estimated | Gross | Accumulated | Gross | Accumulated | |||||||||||
useful lives | Carrying | Amortization | Carrying | Amortization | ||||||||||||
Amount | Amount | |||||||||||||||
Trade names | Indefinite | $ | 4,800 | — | $ | 15,300 | — | |||||||||
CCP contracts | 15 - 20 years | 106,400 | $ | 58,699 | 112,300 | $ | 64,192 | |||||||||
Customer relationships | 5 - 17 years | 83,564 | 44,129 | 107,953 | 50,355 | |||||||||||
Trade names | 5 - 20 years | 67,790 | 30,502 | 67,220 | 33,394 | |||||||||||
Patents and patented technologies | 5 - 19 years | 55,099 | 46,954 | 14,526 | 11,686 | |||||||||||
Other | 3 - 17 years | 3,960 | 1,532 | 3,935 | 1,744 | |||||||||||
$ | 321,613 | $ | 181,816 | $ | 321,234 | $ | 161,371 | |||||||||
Schedule of total currently estimated annual amortization expense | ' | |||||||||||||||
Year ending September 30: | (in thousands) | |||||||||||||||
2015 | $ | 17,827 | ||||||||||||||
2016 | 17,570 | |||||||||||||||
2017 | 16,692 | |||||||||||||||
2018 | 16,643 | |||||||||||||||
2019 | 15,614 | |||||||||||||||
Schedule of goodwill | ' | |||||||||||||||
Goodwill—Changes in the carrying amount of goodwill, by segment, are as follows for the two-year period ended September 30, 2014. | ||||||||||||||||
(in thousands) | Light | Heavy | Total | |||||||||||||
building | construction | |||||||||||||||
products | materials | |||||||||||||||
Balances as of September 30, 2012 | $ | 672 | $ | 115,999 | $ | 116,671 | ||||||||||
Goodwill related to 2013 acquisition | 20,527 | 0 | 20,527 | |||||||||||||
Balances as of September 30, 2013 | $ | 21,199 | $ | 115,999 | $ | 137,198 | ||||||||||
Goodwill related to 2014 acquisitions | 35,488 | 2,900 | 38,388 | |||||||||||||
Balances as of September 30, 2014 | $ | 56,687 | $ | 118,899 | $ | 175,586 | ||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Long-term Debt | ' | |||||||
Schedule of the discounted carrying value of long-term debt | ' | |||||||
(in thousands) | 2013 | 2014 | ||||||
7-5/8% Senior secured notes, due April 2019 | $ | 400,000 | $ | 400,000 | ||||
71/4% Senior notes, due January 2019 | 0 | 150,000 | ||||||
Convertible senior subordinated notes: | ||||||||
2.50%, repaid in February 2014 (face amount $7,687), net of discount | 7,553 | 0 | ||||||
8.75%, due February 2016 (face amount $49,791), net of discount | 49,420 | 49,579 | ||||||
Total convertible senior subordinated notes, net of applicable discounts | 56,973 | 49,579 | ||||||
Carrying amount of long-term debt, net of discounts | 456,973 | 599,579 | ||||||
Less current portion | (7,553 | ) | 0 | |||||
Long-term debt | $ | 449,420 | $ | 599,579 | ||||
Schedule Of future maturities of long-term debt | ' | |||||||
Year ending September 30, | (in thousands) | |||||||
2016 | $ | 49,791 | ||||||
2019 | 550,000 | |||||||
Total long-term debt | $ | 599,791 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of income tax benefit (provision) | ' | ||||||||||
The income tax provision consisted of the following for the years ended September 30: | |||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Current tax benefit (provision): | |||||||||||
Federal | $ | 1,267 | $ | (1,292 | ) | $ | 65 | ||||
State | (1,717 | ) | (1,934 | ) | (1,973 | ) | |||||
Total current tax provision | (450 | ) | (3,226 | ) | (1,908 | ) | |||||
Deferred tax provision: | |||||||||||
Federal | (211 | ) | (698 | ) | (1,666 | ) | |||||
State | 0 | 0 | 0 | ||||||||
Total deferred tax provision | (211 | ) | (698 | ) | (1,666 | ) | |||||
Total income tax provision | $ | (661 | ) | $ | (3,924 | ) | $ | (3,574 | ) | ||
Schedule of benefit (provision) for income taxes computed using statutory federal income tax rate | ' | ||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Tax benefit (provision) at U.S. statutory rate | $ | 9,019 | $ | (4,273 | ) | $ | (7,016 | ) | |||
State income taxes, net of federal tax effect | (1,717 | ) | (1,934 | ) | (1,973 | ) | |||||
Valuation allowance | (8,913 | ) | 3,955 | 7,994 | |||||||
Non-deductible executive compensation | 0 | 0 | (1,242 | ) | |||||||
Unrecognized tax benefits | 1,268 | (1,245 | ) | 101 | |||||||
Other | (318 | ) | (427 | ) | (1,438 | ) | |||||
Income tax provision | $ | (661 | ) | $ | (3,924 | ) | $ | (3,574 | ) | ||
Schedule of deferred income tax assets and liabilities | ' | ||||||||||
The components of Headwaters' deferred income tax assets and liabilities were as follows as of September 30: | |||||||||||
(in thousands) | 2013 | 2014 | |||||||||
Deferred tax assets: | |||||||||||
NOL and capital loss carryforwards | $ | 78,095 | $ | 70,320 | |||||||
Tax credit carryforwards | 25,619 | 24,784 | |||||||||
Estimated liabilities | 14,165 | 15,925 | |||||||||
Debt repurchase premium | 15,503 | 12,711 | |||||||||
Stock-based compensation | 8,127 | 6,958 | |||||||||
Deferred revenue | 6,792 | 5,898 | |||||||||
Reserves and allowances | 5,805 | 4,860 | |||||||||
Other | 2,136 | 1,644 | |||||||||
Valuation allowances | (127,418 | ) | (119,424 | ) | |||||||
Total deferred tax assets | 28,824 | 23,676 | |||||||||
Deferred tax liabilities: | |||||||||||
Property, plant and equipment basis differences | (26,065 | ) | (20,483 | ) | |||||||
Goodwill and intangible asset basis differences | (2,759 | ) | (3,193 | ) | |||||||
Indefinite lived intangible asset basis differences | (3,204 | ) | (4,869 | ) | |||||||
Total deferred tax liabilities | (32,028 | ) | (28,545 | ) | |||||||
Net deferred tax liability | $ | (3,204 | ) | $ | (4,869 | ) | |||||
Schedule of reconciliation of change in the amount of gross unrecognized income tax benefits | ' | ||||||||||
(in thousands) | 2012 | 2013 | 2014 | ||||||||
Gross unrecognized income tax benefits at beginning of year | $ | 8,312 | $ | 4,872 | $ | 4,552 | |||||
Changes based on tax positions related to the current year | (370 | ) | 0 | 0 | |||||||
Increases for tax positions related to prior years | 560 | 1,214 | 0 | ||||||||
Reductions for tax positions related to prior years | (2,073 | ) | (1,439 | ) | 0 | ||||||
Settlements | (65 | ) | (16 | ) | 0 | ||||||
Lapse of statute of limitations | (1,492 | ) | (79 | ) | (55 | ) | |||||
Gross unrecognized income tax benefits at end of year | $ | 4,872 | $ | 4,552 | $ | 4,497 | |||||
Equity_Securities_and_StockBas1
Equity Securities and Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Equity Securities and Stock-based Compensation | ' | |||||||||||||
Summary Of Assumptions Used In Determining The Fair Value Awards | ' | |||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Expected stock volatility | 65% | 65% | 60% | |||||||||||
Risk-free interest rates | 0.4% - 1.0% | 0.8% - 1.2% | 1.4% - 2.0% | |||||||||||
Expected lives (beyond vest dates) | 4 years | 4 years | 4 years | |||||||||||
Dividend yield | 0% | 0% | 0% | |||||||||||
Schedule Of Stockholder Approval Of Equity Compensation Plans | ' | |||||||||||||
The following table presents information related to stockholder approval of equity compensation plans as of September 30, 2014. | ||||||||||||||
(in thousands of shares) | ||||||||||||||
Plan Category | Maximum shares | Weighted-average | Shares remaining | |||||||||||
to be issued upon | exercise price of | available for future | ||||||||||||
exercise of options | outstanding | issuance under existing | ||||||||||||
and other awards | options and | equity compensation plans | ||||||||||||
other awards | (excluding shares reflected | |||||||||||||
in the first column) | ||||||||||||||
Plans approved by stockholders | 3,811 | $ | 7.51 | 3,912 | ||||||||||
Plan not approved by stockholders | 292 | 14.14 | 0 | |||||||||||
Total | 4,103 | $ | 7.98 | 3,912 | ||||||||||
Summary Of Activity For Nonvested Restricted Stock And Restricted Stock | ' | |||||||||||||
(in thousands of shares) | Shares | Weighted- | ||||||||||||
average | ||||||||||||||
grant date | ||||||||||||||
fair value | ||||||||||||||
Outstanding at beginning of year | 102 | $ | 6.79 | |||||||||||
Granted | 150 | 9.19 | ||||||||||||
Vested | (101 | ) | 7.98 | |||||||||||
Forfeited | 0 | |||||||||||||
Outstanding at end of year | 151 | $ | 8.38 | |||||||||||
Employee and Nonemployee Stock Option | ' | |||||||||||||
Equity Securities and Stock-based Compensation | ' | |||||||||||||
Summary Of Activity For Options | ' | |||||||||||||
(in thousands, except per-share amounts) | Shares | Weighted- | Weighted-average | Aggregate | ||||||||||
average | remaining | intrinsic | ||||||||||||
exercise | contractual term | value | ||||||||||||
price | in years | |||||||||||||
Outstanding at September 30, 2011 | 1,547 | $ | 21.86 | |||||||||||
Granted | 0 | 0 | ||||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (285 | ) | 17.02 | |||||||||||
Outstanding at September 30, 2012 | 1,262 | $ | 22.95 | 1.5 | $ | 0 | ||||||||
Granted | 0 | $ | 0 | |||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (644 | ) | 18.66 | |||||||||||
Outstanding at September 30, 2013 | 618 | $ | 27.42 | 1.2 | $ | 0 | ||||||||
Granted | 0 | $ | 0 | |||||||||||
Exercised | 0 | 0 | ||||||||||||
Forfeited or expired | (437 | ) | 26.28 | |||||||||||
Outstanding at September 30, 2014 | 181 | $ | 30.17 | 1 | $ | 0 | ||||||||
Exercisable at September 30, 2012 | 1,262 | $ | 22.95 | 1.5 | $ | 0 | ||||||||
Exercisable at September 30, 2013 | 618 | $ | 27.42 | 1.2 | $ | 0 | ||||||||
Exercisable at September 30, 2014 | 181 | $ | 30.17 | 1 | $ | 0 | ||||||||
Stock Appreciation Rights (SARs) | ' | |||||||||||||
Equity Securities and Stock-based Compensation | ' | |||||||||||||
Summary Of Activity For Options | ' | |||||||||||||
(in thousands, except per-share amounts) | Shares | Weighted- | Weighted-average | Aggregate | ||||||||||
average | remaining | intrinsic | ||||||||||||
threshold | contractual term | value | ||||||||||||
price | in years | |||||||||||||
Outstanding at September 30, 2011 | 2,892 | $ | 10.08 | |||||||||||
Granted | 1,241 | 1.85 | ||||||||||||
Exercised | (8 | ) | 4.28 | |||||||||||
Forfeited or expired | (231 | ) | 11.12 | |||||||||||
Outstanding at September 30, 2012 | 3,894 | $ | 7.41 | 6.7 | $ | 8,147 | ||||||||
Granted | 307 | $ | 6.79 | |||||||||||
Exercised | (322 | ) | 4.51 | |||||||||||
Forfeited or expired | (240 | ) | 12.93 | |||||||||||
Outstanding at September 30, 2013 | 3,639 | $ | 7.25 | 6.4 | $ | 13,157 | ||||||||
Granted | 314 | $ | 9.19 | |||||||||||
Exercised | (146 | ) | 5.18 | |||||||||||
Forfeited or expired | (77 | ) | 16.15 | |||||||||||
Outstanding at September 30, 2014 | 3,730 | $ | 7.31 | 5.7 | $ | 22,893 | ||||||||
Exercisable at September 30, 2012 | 2,909 | $ | 9.18 | 6 | $ | 3,920 | ||||||||
Exercisable at September 30, 2013 | 3,027 | $ | 8.01 | 6 | $ | 9,801 | ||||||||
Exercisable at September 30, 2014 | 3,418 | $ | 7.21 | 5.5 | $ | 21,604 | ||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings per Share | ' | ||||||||||
Schedule of computation of basic and diluted EPS | ' | ||||||||||
(in thousands, except per-share amounts) | 2012 | 2013 | 2014 | ||||||||
Numerator: | |||||||||||
Income (loss) from continuing operations | $ | (26,429 | ) | $ | 8,285 | $ | 16,473 | ||||
Income from continuing operations attributable to non-controlling interest | 0 | 0 | (774 | ) | |||||||
Adjustment of estimated redemption value of non-controlling interest | 0 | 0 | (176 | ) | |||||||
Numerator for basic and diluted earnings per share from continuing operations—income (loss) from continuing operations attributable to Headwaters Incorporated | (26,429 | ) | 8,285 | 15,523 | |||||||
Numerator for basic and diluted earnings per share from discontinued operations—income (loss) from discontinued operations, net of income taxes | (35,819 | ) | (1,148 | ) | (415 | ) | |||||
Numerator for basic and diluted earnings per share—net income (loss) attributable to Headwaters Incorporated | $ | (62,248 | ) | $ | 7,137 | $ | 15,108 | ||||
Denominator: | |||||||||||
Denominator for basic earnings per share—weighted-average shares outstanding | 60,894 | 70,128 | 73,160 | ||||||||
Effect of dilutive securities—shares issuable upon exercise of options and SARs and vesting of restricted stock | 0 | 1,124 | 1,291 | ||||||||
Denominator for diluted earnings per share—weighted-average shares outstanding after assumed exercises and vesting | 60,894 | 71,252 | 74,451 | ||||||||
Basic and diluted income (loss) per share from continuing operations | $ | (0.43 | ) | $ | 0.12 | $ | 0.21 | ||||
Basic and diluted income (loss) per share from discontinued operations | (0.59 | ) | (0.02 | ) | (0.01 | ) | |||||
Basic and diluted income (loss) per share | $ | (1.02 | ) | $ | 0.1 | $ | 0.2 | ||||
Anti-dilutive securities not considered in diluted EPS calculation: | |||||||||||
SARs | 2,957 | 2,479 | 2,279 | ||||||||
Stock options | 1,356 | 906 | 446 | ||||||||
Restricted stock | 82 | 105 | 126 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies | ' | ||||
Schedule Of Minimum Rental Payments Due Under Leases | ' | ||||
Year ending September 30: | (in thousands) | ||||
2015 | $ | 28,037 | |||
2016 | 20,325 | ||||
2017 | 14,907 | ||||
2018 | 10,030 | ||||
2019 | 6,634 | ||||
Thereafter | 7,016 | ||||
$ | 86,949 | ||||
Schedule Of Future Purchase Requirements | ' | ||||
Year ending September 30: | (in thousands) | ||||
2015 | $ | 16,703 | |||
2016 | 17,059 | ||||
2017 | 13,813 | ||||
2018 | 10,871 | ||||
2019 | 10,867 | ||||
Thereafter | 61,893 | ||||
$ | 131,206 | ||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Condensed Consolidating Financial Information | ' | ||||||||||||||||
Schedule of condensed consolidating balance sheet | ' | ||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET—September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | and | Consolidated | ||||||||||||||
Reclassifications | |||||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 70,747 | $ | 4,569 | $ | — | $ | 75,316 | |||||||||
Trade receivables, net | 109,868 | 109,868 | |||||||||||||||
Inventories | 37,383 | 37,383 | |||||||||||||||
Deferred income taxes | 25,828 | 17,895 | (29,687 | ) | 14,036 | ||||||||||||
Other | 6,548 | 732 | 7,280 | ||||||||||||||
Total current assets | 250,374 | 23,196 | (29,687 | ) | 243,883 | ||||||||||||
Property, plant and equipment, net | 155,499 | 4,120 | — | 159,619 | |||||||||||||
Other assets: | |||||||||||||||||
Goodwill | 137,198 | 137,198 | |||||||||||||||
Intangible assets, net | 139,797 | 139,797 | |||||||||||||||
Investments in subsidiaries | 282,979 | (282,979 | ) | — | |||||||||||||
Intercompany accounts and notes | 360,482 | 637,046 | (997,528 | ) | — | ||||||||||||
Deferred income taxes | 53,228 | 22,179 | (75,407 | ) | — | ||||||||||||
Other | 22,300 | 21,212 | 43,512 | ||||||||||||||
Total other assets | 713,005 | 963,416 | (1,355,914 | ) | 320,507 | ||||||||||||
Total assets | $ | 1,118,878 | $ | 990,732 | $ | (1,385,601 | ) | $ | 724,009 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 21,051 | $ | 759 | $ | — | $ | 21,810 | |||||||||
Accrued personnel costs | 14,622 | 33,124 | 47,746 | ||||||||||||||
Accrued interest | 16,077 | 16,077 | |||||||||||||||
Current and deferred income taxes | 20,073 | 9,734 | (29,687 | ) | 120 | ||||||||||||
Other accrued liabilities | 52,898 | 2,370 | 55,268 | ||||||||||||||
Current portion of long-term debt | 7,553 | 7,553 | |||||||||||||||
Total current liabilities | 108,644 | 69,617 | (29,687 | ) | 148,574 | ||||||||||||
Long-term liabilities: | |||||||||||||||||
Long-term debt | 449,420 | 449,420 | |||||||||||||||
Income taxes | 80,877 | 19,167 | (75,407 | ) | 24,637 | ||||||||||||
Intercompany accounts and notes | 637,046 | 360,482 | (997,528 | ) | — | ||||||||||||
Other | 9,332 | 7,636 | 16,968 | ||||||||||||||
Total long-term liabilities | 727,255 | 836,705 | (1,072,935 | ) | 491,025 | ||||||||||||
Total liabilities | 835,899 | 906,322 | (1,102,622 | ) | 639,599 | ||||||||||||
Stockholders' equity: | |||||||||||||||||
Common stock | 73 | 73 | |||||||||||||||
Capital in excess of par value | 458,498 | 720,828 | (458,498 | ) | 720,828 | ||||||||||||
Retained earnings (accumulated deficit) | (175,519 | ) | (635,972 | ) | 175,519 | (635,972 | ) | ||||||||||
Treasury stock | (519 | ) | (519 | ) | |||||||||||||
Total stockholders' equity | 282,979 | 84,410 | (282,979 | ) | 84,410 | ||||||||||||
Total liabilities and stockholders' equity | $ | 1,118,878 | $ | 990,732 | $ | (1,385,601 | ) | $ | 724,009 | ||||||||
CONDENSED CONSOLIDATING BALANCE SHEET—September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | and | Consolidated | |||||||||||||
Reclassifications | |||||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 33,552 | $ | 5,764 | $ | 113,226 | $ | — | $ | 152,542 | |||||||
Trade receivables, net | 113,940 | 5,390 | 119,330 | ||||||||||||||
Inventories | 48,482 | 2,151 | 50,633 | ||||||||||||||
Deferred income taxes | 15,509 | 289 | 18,427 | (23,149 | ) | 11,076 | |||||||||||
Other | 9,286 | 168 | 1,082 | 10,536 | |||||||||||||
Total current assets | 220,769 | 13,762 | 132,735 | (23,149 | ) | 344,117 | |||||||||||
Property, plant and equipment, net | 162,458 | 11,674 | 7,979 | — | 182,111 | ||||||||||||
Other assets: | |||||||||||||||||
Goodwill | 145,068 | 30,518 | 175,586 | ||||||||||||||
Intangible assets, net | 131,150 | 28,713 | 159,863 | ||||||||||||||
Investments in subsidiaries | 406,327 | (406,327 | ) | — | |||||||||||||
Intercompany accounts and notes | 381,082 | 637,045 | (1,018,127 | ) | — | ||||||||||||
Deferred income taxes | 41,658 | 22,928 | (64,586 | ) | — | ||||||||||||
Other | 14,388 | 1,381 | 25,981 | 41,750 | |||||||||||||
Total other assets | 713,346 | 60,612 | 1,092,281 | (1,489,040 | ) | 377,199 | |||||||||||
Total assets | $ | 1,096,573 | $ | 86,048 | $ | 1,232,995 | $ | (1,512,189 | ) | $ | 903,427 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Accounts payable | $ | 25,643 | $ | 956 | $ | 427 | $ | — | $ | 27,026 | |||||||
Accrued personnel costs | 13,483 | 418 | 35,001 | 48,902 | |||||||||||||
Accrued interest | 18,273 | 18,273 | |||||||||||||||
Current income taxes | 23,198 | 319 | (23,149 | ) | 368 | ||||||||||||
Other accrued liabilities | 36,811 | 3,006 | 1,940 | 41,757 | |||||||||||||
Total current liabilities | 99,135 | 4,699 | 55,641 | (23,149 | ) | 136,326 | |||||||||||
Long-term liabilities: | |||||||||||||||||
Long-term debt | 599,579 | 599,579 | |||||||||||||||
Income taxes | 65,133 | 893 | 21,802 | (64,586 | ) | 23,242 | |||||||||||
Intercompany accounts and notes | 572,356 | 4,061 | 441,710 | (1,018,127 | ) | — | |||||||||||
Other | 16,167 | 774 | 11,645 | 28,586 | |||||||||||||
Total long-term liabilities | 653,656 | 5,728 | 1,074,736 | (1,082,713 | ) | 651,407 | |||||||||||
Total liabilities | 752,791 | 10,427 | 1,130,377 | (1,105,862 | ) | 787,733 | |||||||||||
Redeemable non-controlling interest in consolidated subsidiary | 13,252 | 13,252 | |||||||||||||||
Stockholders' equity: | |||||||||||||||||
Common stock | 74 | 74 | |||||||||||||||
Capital in excess of par value | 458,498 | 60,453 | 723,824 | (519,127 | ) | 723,648 | |||||||||||
Retained earnings (accumulated deficit) | (114,716 | ) | 1,916 | (620,688 | ) | 112,800 | (620,688 | ) | |||||||||
Treasury stock | (592 | ) | (592 | ) | |||||||||||||
Total stockholders' equity | 343,782 | 62,369 | 102,618 | (406,327 | ) | 102,442 | |||||||||||
Total liabilities and stockholders' equity | $ | 1,096,573 | $ | 86,048 | $ | 1,232,995 | $ | (1,512,189 | ) | $ | 903,427 | ||||||
Schedule of condensed consolidating statement of operations | ' | ||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2012 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 339,632 | $ | — | $ | — | $ | 339,632 | |||||||||
Heavy construction materials | 281,672 | 281,672 | |||||||||||||||
Energy technology | 11,483 | 11,483 | |||||||||||||||
Total revenue | 632,787 | — | — | 632,787 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 241,669 | 241,669 | |||||||||||||||
Heavy construction materials | 210,158 | 210,158 | |||||||||||||||
Energy technology | 5,893 | 5,893 | |||||||||||||||
Total cost of revenue | 457,720 | — | — | 457,720 | |||||||||||||
Gross profit | 175,067 | — | — | 175,067 | |||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,675 | 20,675 | |||||||||||||||
Selling, general and administrative | 94,630 | 25,359 | 119,989 | ||||||||||||||
Total operating expenses | 115,305 | 25,359 | — | 140,664 | |||||||||||||
Operating income (loss) | 59,762 | (25,359 | ) | — | 34,403 | ||||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (80 | ) | (52,598 | ) | (52,678 | ) | |||||||||||
Intercompany interest income (expense) | (25,945 | ) | 25,945 | — | |||||||||||||
Equity in earnings (loss) of subsidiaries | (13,536 | ) | 13,536 | — | |||||||||||||
Other, net | (9,972 | ) | 2,479 | (7,493 | ) | ||||||||||||
Total other income (expense), net | (35,997 | ) | (37,710 | ) | 13,536 | (60,171 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 23,765 | (63,069 | ) | 13,536 | (25,768 | ) | |||||||||||
Income tax benefit (provision) | (1,482 | ) | 821 | (661 | ) | ||||||||||||
Income (loss) from continuing operations | 22,283 | (62,248 | ) | 13,536 | (26,429 | ) | |||||||||||
Loss from discontinued operations, net of income taxes | (35,819 | ) | (35,819 | ) | |||||||||||||
Net loss | $ | (13,536 | ) | $ | (62,248 | ) | $ | 13,536 | $ | (62,248 | ) | ||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 394,324 | $ | — | $ | — | $ | 394,324 | |||||||||
Heavy construction materials | 293,000 | 293,000 | |||||||||||||||
Energy technology | 15,252 | 15,252 | |||||||||||||||
Total revenue | 702,576 | — | — | 702,576 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 283,128 | 283,128 | |||||||||||||||
Heavy construction materials | 219,996 | 219,996 | |||||||||||||||
Energy technology | 6,970 | 6,970 | |||||||||||||||
Total cost of revenue | 510,094 | — | — | 510,094 | |||||||||||||
Gross profit | 192,482 | — | — | 192,482 | |||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,230 | 20,230 | |||||||||||||||
Selling, general and administrative | 96,478 | 21,363 | 117,841 | ||||||||||||||
Total operating expenses | 116,708 | 21,363 | — | 138,071 | |||||||||||||
Operating income (loss) | 75,774 | (21,363 | ) | — | 54,411 | ||||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (54 | ) | (42,512 | ) | (42,566 | ) | |||||||||||
Intercompany interest income (expense) | (23,434 | ) | 23,434 | — | |||||||||||||
Equity in earnings of subsidiaries | 47,117 | (47,117 | ) | — | |||||||||||||
Other, net | 329 | 35 | 364 | ||||||||||||||
Total other income (expense), net | (23,159 | ) | 28,074 | (47,117 | ) | (42,202 | ) | ||||||||||
Income from continuing operations before income taxes | 52,615 | 6,711 | (47,117 | ) | 12,209 | ||||||||||||
Income tax benefit (provision) | (4,350 | ) | 426 | (3,924 | ) | ||||||||||||
Income from continuing operations | 48,265 | 7,137 | (47,117 | ) | 8,285 | ||||||||||||
Loss from discontinued operations, net of income taxes | (1,148 | ) | (1,148 | ) | |||||||||||||
Net income | $ | 47,117 | $ | 7,137 | $ | (47,117 | ) | $ | 7,137 | ||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||
Year Ended September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | Consolidated | ||||||||||||||
Revenue: | |||||||||||||||||
Light building products | $ | 438,473 | $ | 33,961 | $ | — | $ | — | $ | 472,434 | |||||||
Heavy construction materials | 309,337 | 309,337 | |||||||||||||||
Energy technology | 9,676 | 9,676 | |||||||||||||||
Total revenue | 757,486 | 33,961 | — | — | 791,447 | ||||||||||||
Cost of revenue: | |||||||||||||||||
Light building products | 312,220 | 24,063 | 336,283 | ||||||||||||||
Heavy construction materials | 224,888 | 224,888 | |||||||||||||||
Energy technology | 4,583 | 4,583 | |||||||||||||||
Total cost of revenue | 541,691 | 24,063 | — | — | 565,754 | ||||||||||||
Gross profit | 215,795 | 9,898 | — | — | 225,693 | ||||||||||||
Operating expenses: | |||||||||||||||||
Amortization | 20,231 | 1,088 | 21,319 | ||||||||||||||
Selling, general and administrative | 108,602 | 4,209 | 24,839 | 137,650 | |||||||||||||
Total operating expenses | 128,833 | 5,297 | 24,839 | — | 158,969 | ||||||||||||
Operating income (loss) | 86,962 | 4,601 | (24,839 | ) | — | 66,724 | |||||||||||
Other income (expense): | |||||||||||||||||
Net interest expense | (349 | ) | (2 | ) | (45,978 | ) | (46,329 | ) | |||||||||
Intercompany interest income (expense) | (22,737 | ) | 22,737 | — | |||||||||||||
Equity in earnings of subsidiaries | 62,719 | (62,719 | ) | — | |||||||||||||
Other, net | (24 | ) | (324 | ) | (348 | ) | |||||||||||
Total other income (expense), net | (23,110 | ) | (326 | ) | 39,478 | (62,719 | ) | (46,677 | ) | ||||||||
Income from continuing operations before income taxes | 63,852 | 4,275 | 14,639 | (62,719 | ) | 20,047 | |||||||||||
Income tax benefit (provision) | (3,296 | ) | (923 | ) | 645 | (3,574 | ) | ||||||||||
Income from continuing operations | 60,556 | 3,352 | 15,284 | (62,719 | ) | 16,473 | |||||||||||
Loss from discontinued operations, net of income taxes | (415 | ) | (415 | ) | |||||||||||||
Net income | 60,141 | 3,352 | 15,284 | (62,719 | ) | 16,058 | |||||||||||
Net income attributable to non-controlling interest | (774 | ) | (774 | ) | |||||||||||||
Net income attributable to Headwaters Incorporated | $ | 60,141 | $ | 2,578 | $ | 15,284 | $ | (62,719 | ) | $ | 15,284 | ||||||
Schedule of condensed consolidating statement of cash flows | ' | ||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2012 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net loss | $ | (13,536 | ) | $ | (62,248 | ) | $ | 13,536 | $ | (62,248 | ) | ||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 51,333 | 148 | 51,481 | ||||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 14,184 | 14,184 | |||||||||||||||
Stock-based compensation | 673 | 1,064 | 1,737 | ||||||||||||||
Deferred income taxes | 199 | (1 | ) | 198 | |||||||||||||
Net gain on disposition of property, plant and equipment | (538 | ) | (538 | ) | |||||||||||||
Gain on sale of discontinued operations, net of income taxes | (267 | ) | (267 | ) | |||||||||||||
Asset impairments | 13,166 | 13,166 | |||||||||||||||
Net loss of unconsolidated joint ventures | 9,314 | 9,314 | |||||||||||||||
Gain on convertible debt repayments | (2,479 | ) | (2,479 | ) | |||||||||||||
Equity in (earnings) loss of subsidiaries | 13,536 | (13,536 | ) | 0 | |||||||||||||
Increase in trade receivables | (9,792 | ) | (9,792 | ) | |||||||||||||
Decrease in inventories | 2,954 | 2,954 | |||||||||||||||
Increase in accounts payable and accrued liabilities | 9,646 | 17,797 | 27,443 | ||||||||||||||
Other changes in operating assets and liabilities, net | 16,928 | (15,912 | ) | 1,016 | |||||||||||||
Net cash provided by (used in)operating activities | 80,080 | (33,911 | ) | — | 46,169 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (996 | ) | (996 | ) | |||||||||||||
Proceeds from sale of investments in unconsolidated joint ventures | 18,522 | 18,522 | |||||||||||||||
Purchase of property, plant and equipment | (24,419 | ) | (2,028 | ) | (26,447 | ) | |||||||||||
Proceeds from disposition of property, plant and equipment | 1,261 | 1,261 | |||||||||||||||
Proceeds from sale of discontinued operations | 2,000 | 2,000 | |||||||||||||||
Net decrease (increase) in long-term receivables and deposits | 24 | (66 | ) | (42 | ) | ||||||||||||
Net change in other assets | (214 | ) | (492 | ) | (706 | ) | |||||||||||
Net cash used in investing activities | (3,822 | ) | (2,586 | ) | — | (6,408 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||
Payments on long-term debt | (36,334 | ) | (36,334 | ) | |||||||||||||
Debt issue costs | (1,090 | ) | (1,090 | ) | |||||||||||||
Employee stock purchases | 462 | 173 | 635 | ||||||||||||||
Intercompany transfers | (68,731 | ) | 68,731 | 0 | |||||||||||||
Net cash provided by (used in) financing activities | (68,269 | ) | 31,480 | — | (36,789 | ) | |||||||||||
Net increase (decrease) in cash and cash equivalents | 7,989 | (5,017 | ) | — | 2,972 | ||||||||||||
Cash and cash equivalents, beginning of year | 36,122 | 14,688 | 50,810 | ||||||||||||||
Cash and cash equivalents, end of year | $ | 44,111 | $ | 9,671 | $ | — | $ | 53,782 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2013 | |||||||||||||||||
(in thousands) | Guarantor | Parent | Eliminations | Headwaters | |||||||||||||
Subsidiaries | Company | Consolidated | |||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net income (loss) | $ | 47,117 | $ | 7,137 | $ | (47,117 | ) | $ | 7,137 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 52,027 | 290 | 52,317 | ||||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 5,841 | 5,841 | |||||||||||||||
Stock-based compensation | 765 | 938 | 1,703 | ||||||||||||||
Deferred income taxes | 698 | 698 | |||||||||||||||
Net gain on disposition of property, plant and equipment | (649 | ) | (649 | ) | |||||||||||||
Loss on sale of discontinued operations, net of income taxes | 55 | 55 | |||||||||||||||
Gain on convertible debt repayments | (35 | ) | (35 | ) | |||||||||||||
Equity in earnings of subsidiaries | (47,117 | ) | 47,117 | 0 | |||||||||||||
Increase in trade receivables | (5,035 | ) | (5,035 | ) | |||||||||||||
Decrease in inventories | 2,221 | 2,221 | |||||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | (5,637 | ) | 1,419 | (4,218 | ) | ||||||||||||
Other changes in operating assets and liabilities, net | 31,000 | (32,472 | ) | (1,472 | ) | ||||||||||||
Net cash provided by (used in) operating activities | 122,562 | (63,999 | ) | — | 58,563 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (43,250 | ) | (43,250 | ) | |||||||||||||
Purchase of property, plant and equipment | (26,940 | ) | (2,179 | ) | (29,119 | ) | |||||||||||
Proceeds from disposition of property, plant and equipment | 791 | 791 | |||||||||||||||
Proceeds from sale of discontinued operations | 4,813 | 4,813 | |||||||||||||||
Net decrease (increase) in long-term receivables and deposits | (1,890 | ) | 719 | (1,171 | ) | ||||||||||||
Net change in other assets | (294 | ) | (143 | ) | (437 | ) | |||||||||||
Net cash used in investing activities | (66,770 | ) | (1,603 | ) | — | (68,373 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from issuance of common stock | 77,957 | 77,957 | |||||||||||||||
Payments on long-term debt | (47,355 | ) | (47,355 | ) | |||||||||||||
Employee stock purchases | 539 | 203 | 742 | ||||||||||||||
Intercompany transfers | (29,695 | ) | 29,695 | 0 | |||||||||||||
Net cash provided by (used in) financing activities | (29,156 | ) | 60,500 | — | 31,344 | ||||||||||||
Net increase (decrease) in cash and cash equivalents | 26,636 | (5,102 | ) | — | 21,534 | ||||||||||||
Cash and cash equivalents, beginning of year | 44,111 | 9,671 | 53,782 | ||||||||||||||
Cash and cash equivalents, end of year | $ | 70,747 | $ | 4,569 | $ | — | $ | 75,316 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Year Ended September 30, 2014 | |||||||||||||||||
(in thousands) | Guarantor | Non-guarantor | Parent | Eliminations | Headwaters | ||||||||||||
Subsidiaries | Subsidiaries | Company | Consolidated | ||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net income | $ | 60,141 | $ | 3,352 | $ | 15,284 | $ | (62,719 | ) | $ | 16,058 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||||||
Depreciation and amortization | 52,716 | 2,146 | 272 | 55,134 | |||||||||||||
Interest expense related to amortization of debt issue costs and debt discount | 2,175 | 2,175 | |||||||||||||||
Stock-based compensation | 843 | 1,322 | 2,165 | ||||||||||||||
Deferred income taxes | 1,062 | 604 | 1,666 | ||||||||||||||
Net loss on disposition of property, plant and equipment | 44 | 6 | 45 | 95 | |||||||||||||
Gain on sale of discontinued operations, net of income taxes | (2,727 | ) | (2,727 | ) | |||||||||||||
Asset impairments | 1,815 | 1,815 | |||||||||||||||
Net loss of unconsolidated joint ventures | 529 | 529 | |||||||||||||||
Equity in earnings of subsidiaries | (62,719 | ) | 62,719 | 0 | |||||||||||||
Decrease (increase) in trade receivables | (90 | ) | 607 | 517 | |||||||||||||
Decrease (increase) in inventories | (3,927 | ) | 1,580 | (2,347 | ) | ||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | (17,364 | ) | 828 | 3,311 | (13,225 | ) | |||||||||||
Other changes in operating assets and liabilities, net | 33,349 | 129 | (34,956 | ) | (1,478 | ) | |||||||||||
Net cash provided by (used in) operating activities | 125,862 | 9,781 | (75,266 | ) | — | 60,377 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||
Business acquisitions | (10,500 | ) | (84,498 | ) | (94,998 | ) | |||||||||||
Investments in unconsolidated joint ventures | (1,875 | ) | (1,875 | ) | |||||||||||||
Purchase of property, plant and equipment | (30,672 | ) | (829 | ) | (4,298 | ) | (35,799 | ) | |||||||||
Proceeds from disposition of property, plant and equipment | 905 | 905 | |||||||||||||||
Proceeds from sale of discontinued operations | 4,666 | 4,666 | |||||||||||||||
Net decrease in long-term receivables and deposits | 7,145 | 300 | 7,445 | ||||||||||||||
Net change in other assets | (2,275 | ) | 113 | (2,162 | ) | ||||||||||||
Net cash used in investing activities | (30,731 | ) | (2,704 | ) | (88,383 | ) | — | (121,818 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||||||
Net proceeds from issuance of long-term debt | 146,650 | 146,650 | |||||||||||||||
Payments on long-term debt | (7,792 | ) | (7,792 | ) | |||||||||||||
Dividends paid to non-controlling interest in consolidated subsidiary | (950 | ) | (950 | ) | |||||||||||||
Employee stock purchases | 580 | 179 | 759 | ||||||||||||||
Intercompany transfers | (132,872 | ) | (397 | ) | 133,269 | 0 | |||||||||||
Net cash provided by (used in) financing activities | (132,292 | ) | (1,347 | ) | 272,306 | — | 138,667 | ||||||||||
Net increase (decrease) in cash and cash equivalents | (37,161 | ) | 5,730 | 108,657 | — | 77,226 | |||||||||||
Cash and cash equivalents, beginning of year | 70,713 | 34 | 4,569 | 75,316 | |||||||||||||
Cash and cash equivalents, end of year | $ | 33,552 | $ | 5,764 | $ | 113,226 | $ | — | $ | 152,542 | |||||||
Quarterly_Financial_Data_unaud1
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Quarterly Financial Data (unaudited) | ' | ||||||||||||||||
Summary Of Unaudited Quarterly Financial Data | ' | ||||||||||||||||
Summarized unaudited quarterly financial data for 2013 and 2014 is as follows. | |||||||||||||||||
2013(1)(2) | |||||||||||||||||
(in thousands, except per-share amounts) | First | Second | Third | Fourth | Full year | ||||||||||||
quarter | quarter | quarter | quarter | ||||||||||||||
Net revenue | $ | 149,573 | $ | 140,988 | $ | 197,030 | $ | 214,985 | $ | 702,576 | |||||||
Gross profit | 37,245 | 32,411 | 58,505 | 64,321 | 192,482 | ||||||||||||
Net income (loss)(3) | (5,872 | ) | (8,260 | ) | 11,016 | 10,253 | 7,137 | ||||||||||
Basic and diluted earnings (loss) per share(4) | (0.09 | ) | (0.11 | ) | 0.15 | 0.14 | 0.1 | ||||||||||
2014(1)(2) | |||||||||||||||||
(in thousands, except per-share amounts) | First | Second | Third | Fourth | Full year | ||||||||||||
quarter | quarter | quarter | quarter | ||||||||||||||
Net revenue | $ | 165,615 | $ | 156,512 | $ | 223,399 | $ | 245,921 | $ | 791,447 | |||||||
Gross profit | 40,893 | 38,551 | 67,672 | 78,577 | 225,693 | ||||||||||||
Net income (loss)(3) | (1,434 | ) | (10,082 | ) | 10,893 | 16,681 | 16,058 | ||||||||||
Basic and diluted earnings (loss) per share(4) | (0.02 | ) | (0.14 | ) | 0.14 | 0.22 | 0.2 | ||||||||||
-1 | Headwaters' revenue is seasonal, with higher revenues typically occurring in the third and fourth quarters of the fiscal year than in the first and second quarters. As a result, profitability is also usually higher in the last half of the fiscal year than in the first half of the year. | ||||||||||||||||
-2 | As described in Note 4, Headwaters acquired several businesses during 2013 and 2014 and these acquisitions have affected to a certain extent the comparability of the above information. | ||||||||||||||||
-3 | In both 2013 and 2014, Headwaters recorded a full valuation allowance on its net amortizable deferred tax assets and recorded income tax expense in both years, primarily from the combination of recognizing benefit for deferred tax assets only to the extent of projected fiscal year earnings, plus state income taxes in certain state jurisdictions (see Note 10). | ||||||||||||||||
-4 | In accordance with ASC Topic 260 Earnings Per Share, EPS is computed independently for each of the four fiscal quarters in a year. The basic and diluted EPS computed for certain years may not equal the sum of the four quarterly computations due to the combination of profitable quarters and loss quarters and / or rounding conventions. | ||||||||||||||||
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation (Details) | 12 Months Ended |
Sep. 30, 2014 | |
item | |
Description of Business and Organization | ' |
Number of building materials segments | 2 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
segment | |||
item | |||
Summary of Significant Accounting Policies | ' | ' | ' |
Number of business segments | 3 | ' | ' |
Percentage of revenue from services | 10.00% | 12.00% | 13.00% |
Asset retirement obligations | $0 | $0 | ' |
Number of reclamation obligations | 1 | ' | ' |
Advertising costs | 8 | 6.2 | 5.9 |
Warranty costs | $1.80 | $1.50 | $1.20 |
Estimated forfeiture rate for unvested awards | 1.00% | ' | ' |
Convertible Senior Subordinated Notes 2.50 Percent Due 2014 | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Interest rate on long-term debt (as a percent) | 2.50% | 2.50% | ' |
Minimum | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Economic interest | 20.00% | ' | ' |
Estimated forfeiture rates | 1.00% | ' | ' |
Minimum | Customer Concentration Risk | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Revenue accounted for, percentage | 10.00% | ' | ' |
Maximum | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Economic interest | 50.00% | ' | ' |
Ownership percentage - cost method | 20.00% | ' | ' |
Estimated forfeiture rates | 3.00% | ' | ' |
Maximum | Geographic Concentration Risk | ' | ' | ' |
Summary of Significant Accounting Policies | ' | ' | ' |
Revenue accounted for, percentage | 10.00% | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
segment | |||||||||||
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business segments | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Segment reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment revenue | $245,921 | $223,399 | $156,512 | $165,615 | $214,985 | $197,030 | $140,988 | $149,573 | $791,447 | $702,576 | $632,787 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -55,134 | -52,317 | -51,481 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 66,724 | 54,411 | 34,403 |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -46,329 | -42,566 | -52,678 |
Other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -348 | 364 | -7,493 |
Income tax provision | ' | ' | ' | ' | ' | ' | ' | ' | -3,574 | -3,924 | -661 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 16,473 | 8,285 | -26,429 |
Loss from discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -415 | -1,148 | -35,819 |
Net income (loss) | 16,681 | 10,893 | -10,082 | -1,434 | 10,253 | 11,016 | -8,260 | -5,872 | 16,058 | 7,137 | -62,248 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 35,799 | 29,119 | 26,447 |
Segment assets | 903,427 | ' | ' | ' | 724,009 | ' | ' | ' | 903,427 | 724,009 | 680,937 |
Operating Segments | Light Building Products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment revenue | ' | ' | ' | ' | ' | ' | ' | ' | 472,434 | 394,324 | 339,632 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -39,425 | -37,065 | -35,724 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 46,888 | 34,194 | 25,553 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 25,307 | 21,455 | 17,707 |
Segment assets | 411,968 | ' | ' | ' | 306,686 | ' | ' | ' | 411,968 | 306,686 | 271,554 |
Operating Segments | Heavy Construction Materials | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment revenue | ' | ' | ' | ' | ' | ' | ' | ' | 309,337 | 293,000 | 281,672 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 13,706 | -12,809 | -13,322 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 51,503 | 43,519 | 40,254 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 5,721 | 4,851 | 5,240 |
Segment assets | 325,140 | ' | ' | ' | 358,684 | ' | ' | ' | 325,140 | 358,684 | 338,753 |
Operating Segments | Energy Technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment revenue | ' | ' | ' | ' | ' | ' | ' | ' | 9,676 | 15,252 | 11,483 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -1,731 | -2,153 | -2,287 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -6,829 | -1,939 | -6,045 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 473 | 634 | 1,472 |
Segment assets | 22,674 | ' | ' | ' | 34,509 | ' | ' | ' | 22,674 | 34,509 | 36,377 |
Corporate, Non-Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment revenue | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -272 | -290 | -148 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -24,838 | -21,363 | -25,359 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 4,298 | 2,179 | 2,028 |
Segment assets | $143,645 | ' | ' | ' | $24,130 | ' | ' | ' | $143,645 | $24,130 | $34,253 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 12, 2013 | Sep. 30, 2014 | Dec. 12, 2013 | Dec. 12, 2012 | Dec. 12, 2013 | Sep. 30, 2014 | Dec. 12, 2013 | Dec. 12, 2013 | 16-May-13 | Sep. 30, 2014 | 16-May-13 | 16-May-13 | Sep. 30, 2014 | 16-May-13 | Sep. 30, 2014 | Mar. 31, 2014 | |
item | item | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Acquisitions, 2013 and 2014 | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Kleer Lumber, Inc. | Entegra | Entegra | Entegra | Entegra | Entegra | Entegra | Entegra | Roof Tile Acquisition LLC | Gerard | Gerard | Gerard | Gerard | Gerard | Gerard | Other Business Acquisitions | Other Business Acquisitions | ||||||||||
Acquisition-related Costs | Acquisition-related Costs | Fair Value Adjustment to Inventory | Fair Value Adjustment to Inventory | Trade Names | Customer Relationships | Customer Relationships | Trade Names | Customer Relationships | Customer Relationships | item | Trade Names | Customer Relationships | Customer Relationships | ||||||||||||||||||||||||||||
Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cash consideration of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43,300,000 | ' | ' | ' | ' | ' | ' | $57,500,000 | ' | ' | ' | ' | ' | ' | ' | $27,000,000 | ' | ' | ' | ' | ' | $7,400,000 | $3,100,000 |
Fees for advisory, legal and other professional services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 900,000 | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' |
Number of primary metal profiles sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | ' | ' |
Number of product categories in niche roofing | 3 | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair values of assets acquired and liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,818,000 | ' | ' | ' | ' | ' | 8,261,000 | ' | ' | ' | ' | ' | ' | ' | 9,195,000 | ' | ' | ' | ' | ' |
Current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,093,000 | ' | ' | ' | ' | ' | -3,422,000 | ' | ' | ' | ' | ' | ' | ' | -1,869,000 | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,098,000 | ' | ' | ' | ' | ' | 10,589,000 | ' | ' | ' | ' | ' | ' | ' | 8,314,000 | ' | ' | ' | ' | ' |
Goodwill | 175,586,000 | ' | ' | ' | 137,198,000 | ' | ' | ' | 175,586,000 | 137,198,000 | 116,671,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,527,000 | ' | ' | ' | ' | ' | 28,156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,332,000 | ' | ' | ' | ' | ' |
Long-term liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,906,000 | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,250,000 | ' | ' | ' | ' | ' | 70,784,000 | ' | ' | ' | ' | ' | ' | ' | 26,966,000 | ' | ' | ' | ' | ' |
Less redeemable non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,252,000 | -13,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets attributable to Headwaters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,532,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets acquired: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,100,000 | ' | ' | ' | ' | ' | ' | 20,600,000 | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Indefinite lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | 6,600,000 | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' |
Period over which goodwill is expected to be deductible for tax purpose | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' |
Percentage of equity interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling equity interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum period following the acquisition date after which remaining noncontrolling equity interest may be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum period following the acquisition date after which the noncontrolling owners may require remaining noncontrolling equity interests to be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | 245,921,000 | 223,399,000 | 156,512,000 | 165,615,000 | 214,985,000 | 197,030,000 | 140,988,000 | 149,573,000 | 791,447,000 | 702,576,000 | 632,787,000 | 47,600,000 | 28,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 16,681,000 | 10,893,000 | -10,082,000 | -1,434,000 | 10,253,000 | 11,016,000 | -8,260,000 | -5,872,000 | 16,058,000 | 7,137,000 | -62,248,000 | 5,200,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro forma consolidated revenue and net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 827,574,000 | 784,395,000 | 670,682,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,909,000 | 12,387,000 | -63,095,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonrecurring expense related to the fair value adjustment to acquisition-date inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value as of acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,252,000 | 13,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -774,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 774,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment of estimated redemption value | ' | ' | ' | ' | ' | ' | ' | ' | 176,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | $13,252,000 | ' | ' | ' | $0 | ' | ' | ' | $13,252,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2013 | |
item | ||||
Discontinued operations | ' | ' | ' | ' |
Gain (loss) on disposal | $2,000,000 | ' | ' | ' |
Income (loss) from discontinued operations, net of income taxes | -415,000 | -1,148,000 | -35,819,000 | ' |
Reversal of unrecognized tax benefits in discontinued operations resulting from IRS audit | ' | 2,700,000 | ' | ' |
Number of reclamation obligations | 1 | ' | ' | ' |
Coal Cleaning Business | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Remaining assets held for sale | ' | ' | ' | 0 |
Revenue | 0 | 4,386,000 | 22,268,000 | ' |
Loss from operations of discontinued operations before income taxes | -3,175,000 | -3,752,000 | -36,210,000 | ' |
Gain (loss) on disposal | 2,727,000 | -55,000 | 267,000 | ' |
Income tax provision | 33,000 | 2,659,000 | 124,000 | ' |
Income (loss) from discontinued operations, net of income taxes | -415,000 | -1,148,000 | -35,819,000 | ' |
Impairment charges related to coal cleaning business | ' | ' | 13,000,000 | ' |
Reversal of unrecognized tax benefits in discontinued operations resulting from IRS audit | ' | 2,700,000 | ' | ' |
Deferred purchase price and royalty payments received | 4,700,000 | ' | ' | ' |
Number of sales transactions in which the buyer agreed to assume the lease and certain reclamation obligations | 1 | ' | ' | ' |
Number of reclamation obligations | 1 | ' | ' | ' |
Accrued contingent liability for reclamation obligations | $8,000,000 | ' | ' | ' |
Current_Assets_and_Current_Lia2
Current Assets and Current Liabilities (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Receivables | ' | ' | ' |
Balance at beginning of year | $2,777,000 | $2,423,000 | $2,938,000 |
Charged to expense | 2,022,000 | 1,302,000 | 532,000 |
Accounts written off | -1,261,000 | -948,000 | -1,047,000 |
Balance at end of year | 3,538,000 | 2,777,000 | 2,423,000 |
Other Receivables | ' | ' | ' |
Allowance for other receivables | 9,000,000 | ' | ' |
Reserve on note receivable and other contractual payments due from a specific buyer of some of the coal cleaning facilities (as a percent) | 100.00% | ' | ' |
Gain on disposal of discontinued operations resulting from collection of receivable | 2,000,000 | ' | ' |
Inventories | ' | ' | ' |
Raw materials | 12,017,000 | 9,909,000 | ' |
Finished goods | 38,616,000 | 27,474,000 | ' |
Inventories | 50,633,000 | 37,383,000 | ' |
Other Accrued Liabilities | ' | ' | ' |
Products and services received but not yet invoiced | 19,870,000 | 24,355,000 | ' |
Litigation | 2,795,000 | 16,012,000 | ' |
Other | 19,092,000 | 14,901,000 | ' |
Other Accrued Liabilities, Current | $41,757,000 | $55,268,000 | ' |
LongLived_Assets_Details
Long-Lived Assets (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | $406,817,000 | $368,413,000 | ' |
Less accumulated depreciation | -224,706,000 | -208,794,000 | ' |
Net property, plant and equipment | 182,111,000 | 159,619,000 | ' |
Depreciation expense | 33,800,000 | 32,100,000 | 30,800,000 |
Land and Land Improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | 15,298,000 | 11,359,000 | ' |
Land and Land Improvements | Minimum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '15 years | '15 years | ' |
Land and Land Improvements | Maximum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '40 years | '40 years | ' |
Building and Building Improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | 69,018,000 | 61,760,000 | ' |
Building and Building Improvements | Minimum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '5 years | '5 years | ' |
Building and Building Improvements | Maximum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '40 years | '40 years | ' |
Equipment and Vehicles | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | 222,800,000 | 204,438,000 | ' |
Equipment and Vehicles | Minimum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '3 years | '3 years | ' |
Equipment and Vehicles | Maximum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '20 years | '20 years | ' |
Dies and Molds | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | 83,299,000 | 79,248,000 | ' |
Dies and Molds | Minimum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '3 years | '3 years | ' |
Dies and Molds | Maximum | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Estimated useful lives | '20 years | '20 years | ' |
Construction in Progress | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Gross property, plant and equipment | $16,402,000 | $11,608,000 | ' |
LongLived_Assets_Details_2
Long-Lived Assets (Details 2) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Total Gross Carrying Amount | $321,234,000 | $321,613,000 | ' |
Accumulated Amortization | 161,371,000 | 181,816,000 | ' |
Amortization expense related to intangible assets | 21,300,000 | 20,200,000 | 20,700,000 |
CCP Contracts | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | 112,300,000 | 106,400,000 | ' |
Accumulated Amortization | 64,192,000 | 58,699,000 | ' |
CCP Contracts | Minimum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '15 years | ' | ' |
CCP Contracts | Maximum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '20 years | ' | ' |
Customer Relationships | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | 107,953,000 | 83,564,000 | ' |
Accumulated Amortization | 50,355,000 | 44,129,000 | ' |
Customer Relationships | Minimum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Customer Relationships | Maximum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '17 years | ' | ' |
Trade Names | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | 67,220,000 | 67,790,000 | ' |
Accumulated Amortization | 33,394,000 | 30,502,000 | ' |
Trade Names | Minimum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Trade Names | Maximum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '20 years | ' | ' |
Patents and Patented Technologies | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | 14,526,000 | 55,099,000 | ' |
Accumulated Amortization | 11,686,000 | 46,954,000 | ' |
Patents and Patented Technologies | Minimum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Patents and Patented Technologies | Maximum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '19 years | ' | ' |
Other Intangible Assets | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | 3,935,000 | 3,960,000 | ' |
Accumulated Amortization | 1,744,000 | 1,532,000 | ' |
Other Intangible Assets | Minimum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Other Intangible Assets | Maximum | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Estimated useful lives | '17 years | ' | ' |
Trade Names | ' | ' | ' |
Gross carrying amount and accumulated amortization of intangible assets | ' | ' | ' |
Gross Carrying Amount | $15,300,000 | $4,800,000 | ' |
LongLived_Assets_Details_3
Long-Lived Assets (Details 3) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Total currently estimated annual amortization expense | ' |
2015 | $17,827 |
2016 | 17,570 |
2017 | 16,692 |
2018 | 16,643 |
2019 | $15,614 |
LongLived_Assets_Details_4
Long-Lived Assets (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Schedule of changes in the carrying amount of goodwill | ' | ' |
Goodwill, Beginning Balance | $137,198 | $116,671 |
Goodwill related to acquisitions | 38,388 | 20,527 |
Goodwill, Ending Balance | 175,586 | 137,198 |
Light Building Products | ' | ' |
Schedule of changes in the carrying amount of goodwill | ' | ' |
Goodwill, Beginning Balance | 21,199 | 672 |
Goodwill related to acquisitions | 35,488 | 20,527 |
Goodwill, Ending Balance | 56,687 | 21,199 |
Heavy Construction Materials | ' | ' |
Schedule of changes in the carrying amount of goodwill | ' | ' |
Goodwill, Beginning Balance | 115,999 | 115,999 |
Goodwill related to acquisitions | 2,900 | 0 |
Goodwill, Ending Balance | $118,899 | $115,999 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Convertible Subordinated Debt | Convertible Subordinated Debt | Convertible Senior Subordinated Notes 2.50 Percent Due 2014 | Convertible Senior Subordinated Notes 2.50 Percent Due 2014 | Convertible Senior Subordinated Notes 8.75 Percent Due 2016 | Convertible Senior Subordinated Notes 8.75 Percent Due 2016 | Convertible Senior Subordinated Notes 8.75 Percent Due 2016 | |||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | $599,800,000 | $457,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,687,000 | $49,791,000 | $49,791,000 | ' |
Carrying amount of long-term debt, net of discounts | 599,579,000 | 456,973,000 | 400,000,000 | 400,000,000 | ' | 150,000,000 | ' | 0 | 49,579,000 | 56,973,000 | 0 | 7,553,000 | 49,579,000 | 49,420,000 | ' |
Less current portion | 0 | -7,553,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $599,579,000 | $449,420,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on long-term debt (as a percent) | ' | ' | 7.63% | 7.63% | 7.63% | 7.25% | 7.25% | ' | ' | ' | 2.50% | 2.50% | 8.75% | 8.75% | 8.75% |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | |
Debt Instrument, Redemption Period Commencing after March 31, 2015 | Debt Instrument, Redemption Period Commencing after March 31, 2015 | Debt Instrument, Redemption Period on or Prior to March 31, 2015 | Debt Instrument Redemption Period Commencing after January 15, 2016 | Debt Instrument Redemption Period Commencing after January 15, 2016 | Debt Instrument Redemption Period on or Prior to January 15, 2016 | Debt Instrument Redemption Period on or Prior to January 15, 2016 | ||||||
Maximum | Minimum | Maximum | Minimum | Maximum | ||||||||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowings | ' | $400 | ' | ' | ' | ' | $150 | ' | ' | ' | ' | ' |
Net proceeds from senior secured notes | ' | $392.80 | ' | ' | ' | ' | $146.70 | ' | ' | ' | ' | ' |
Interest rate on secured notes (as a percent) | 7.63% | 7.63% | 7.63% | ' | ' | ' | 7.25% | 7.25% | ' | ' | ' | ' |
Debt instrument redemption price (as a percent) | ' | ' | ' | 103.80% | 100.00% | ' | ' | ' | 103.63% | 100.00% | ' | ' |
Percentage of the principal amount of the debt instrument which the entity may redeem with proceeds from qualified equity offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% |
Redemption price of debt instrument if redeemed with proceeds from qualified equity offerings (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107.25% | ' |
Debt instrument redemption price in addition to a make-whole premium (as a percent) | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' |
Purchase price of debt instrument, if there is a change in control (as a percent) | 101.00% | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' |
Longterm_Debt_Details_3
Long-term Debt (Details 3) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Assets Based Revolving Line of Credit Facility | ' |
Long-term debt | ' |
Revolving credit arrangement amount outstanding | $0 |
Maximum borrowing capacity | 70 |
Current borrowing capacity | 60.6 |
Line of credit facility, interest rate at period end (as a percent) | 2.00% |
Termination date based on the earliest maturity date of the specified long-term debt | '3 months |
Assets Based Revolving Line of Credit Facility | Minimum | ' |
Long-term debt | ' |
Line of credit facility unused capacity commitment fee percentage | 0.25% |
Specified percentage of availability below which a monthly fixed charge coverage ratio applies | 15.00% |
Coverage ratio | 1 |
Assets Based Revolving Line of Credit Facility | Maximum | ' |
Long-term debt | ' |
Line of credit facility unused capacity commitment fee percentage | 0.38% |
Assets Based Revolving Line of Credit Facility | London Interbank Offered Rate (LIBOR) | ' |
Long-term debt | ' |
Variable interest rate base | 'LIBOR |
Percentage points added to the reference rate, one | 1.75% |
Percentage points added to the reference rate, two | 2.00% |
Percentage points added to the reference rate, three | 2.25% |
Assets Based Revolving Line of Credit Facility | Base Rate | ' |
Long-term debt | ' |
Variable interest rate base | 'Base Rate |
Percentage points added to the reference rate, one | 0.50% |
Percentage points added to the reference rate, two | 0.75% |
Percentage points added to the reference rate, three | 1.00% |
Assets Based Revolving Line of Credit Facility | Prime Rate | ' |
Long-term debt | ' |
Variable interest rate base | 'prime rate |
Assets Based Revolving Line of Credit Facility | Debt Instrument Variable Rate Base, Federal Funds Rate | ' |
Long-term debt | ' |
Variable interest rate base | 'Federal funds rate |
Interest rate margin (as a percent) | 0.50% |
Assets Based Revolving Line of Credit Facility | Debt Instrument, Variable Rate Base, Thirty Day LIBOR | ' |
Long-term debt | ' |
Variable interest rate base | '30-day LIBOR |
Interest rate margin (as a percent) | 1.00% |
Letter of Credit | ' |
Long-term debt | ' |
Maximum borrowing capacity | 35 |
Outstanding standby letters of credit | 7.4 |
Swingline Facility | ' |
Long-term debt | ' |
Maximum borrowing capacity | $10.50 |
Longterm_Debt_Details_4
Long-term Debt (Details 4) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Long-term debt | ' | ' | ' |
Gain on extinguishment of debt | $0 | $35,000 | $2,479,000 |
Convertible Senior Subordinated Notes 2.50 Percent Due 2014 | ' | ' | ' |
Long-term debt | ' | ' | ' |
Interest rate on secured notes (as a percent) | 2.50% | 2.50% | ' |
Conversion rate of notes to shares | 33.9236 | ' | ' |
Debt instrument convertible principal amount | 1,000 | ' | ' |
Debt instrument convertible conversion price (in dollars per share) | $29.48 | ' | ' |
Debt instrument conversion price observation period | '20 days | ' | ' |
Debt instrument convertible if closing stock price exceeds stated common stock price per share | $38.32 | ' | ' |
Debt instrument convertible if stock price exceeds stated common stock price per share consecutive trading days | '30 days | ' | ' |
Number of consecutive business days immediately after any ten-consecutive-trading-day period | '5 days | ' | ' |
Number of consecutive trading days before five consecutive business days during the note measurement period | '10 days | ' | ' |
Maximum percentage of the product of common stock trading price and number of shares of common stock issuable upon conversion below which notes are convertible | 98.00% | ' | ' |
Repurchase and cancellation of convertible senior subordinated notes | ' | ' | 49,800,000 |
Write-off of unamortized balances of debt discount and debt issue costs | ' | ' | 4,500,000 |
Convertible Senior Subordinated Notes 2.50 Percent Due 2014 Repurchased for Cash | ' | ' | ' |
Long-term debt | ' | ' | ' |
Cash consideration paid for cancelation of convertible senior subordinated notes | ' | 47,700,000 | 13,500,000 |
Repurchase and cancellation of convertible senior subordinated notes | ' | 47,400,000 | 16,000,000 |
Write-off of unamortized balances of debt discount and debt issue costs | ' | 2,400,000 | 1,600,000 |
Gain on extinguishment of debt | ' | ' | 2,500,000 |
Convertible Senior Subordinated Notes 8.75 Percent Due 2016 | ' | ' | ' |
Long-term debt | ' | ' | ' |
Interest rate on secured notes (as a percent) | 8.75% | 8.75% | 8.75% |
Additional borrowings | ' | ' | 49,800,000 |
Cash consideration paid for cancelation of convertible senior subordinated notes | ' | ' | 600,000 |
Convertible Senior Subordinated Notes 8.75 Percent Due 2016 | Board of Directors Chairman | ' | ' | ' |
Long-term debt | ' | ' | ' |
Convertible senior subordinated notes, net of applicable discounts | ' | ' | 1,150,000 |
Former Convertible Senior Subordinated Notes | ' | ' | ' |
Long-term debt | ' | ' | ' |
Write-off of unamortized balances of debt discount and debt issue costs | ' | ' | $2,500,000 |
Longterm_Debt_Details_5
Long-term Debt (Details 5) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Long-term Debt | ' | ' | ' |
Interest expense | $46,900,000 | $42,900,000 | $53,400,000 |
Non-cash interest expense | $2,175,000 | $5,841,000 | $14,184,000 |
Weighted average interest rate (as a percent) | 7.60% | 7.70% | ' |
Longterm_Debt_Details_6
Long-term Debt (Details 6) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Future maturities of long-term debt | ' |
2016 | $49,791 |
2019 | 550,000 |
Total long-term debt | $599,791 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
In Millions, unless otherwise specified | ||
Fair Value of Financial Instruments | ' | ' |
Long-term debt, fair value | $626 | $484 |
Long-term debt, carrying value | $599.60 | $457.50 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income tax | ' | ' | ' |
Income tax expense | $3,574,000 | $3,924,000 | $661,000 |
Reported income tax rate (as a percent) | 18.00% | 32.00% | -3.00% |
Reversal of unrecognized tax benefits in discontinued operations resulting from IRS audit | ' | 2,700,000 | ' |
Net operating and capital loss carryforwards | 70,300,000 | ' | ' |
Tax credit carryforwards | $24,800,000 | ' | ' |
Minimum | ' | ' | ' |
Income tax | ' | ' | ' |
Carryover period for deferred tax attributes | '20 years | ' | ' |
Operating loss carryforwards expiration date | 30-Sep-15 | ' | ' |
Tax credit carryforwards, expiration date | 30-Sep-28 | ' | ' |
Maximum | ' | ' | ' |
Income tax | ' | ' | ' |
Operating loss carryforwards expiration date | 30-Sep-34 | ' | ' |
Tax credit carryforwards, expiration date | 30-Sep-34 | ' | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Federal, Current | $65 | ($1,292) | $1,267 |
State, Current | -1,973 | -1,934 | -1,717 |
Total current tax benefit (provision) | -1,908 | -3,226 | -450 |
Federal, Deferred | -1,666 | -698 | -211 |
State, Deferred | 0 | 0 | 0 |
Total deferred tax benefit (provision) | -1,666 | -698 | -211 |
Income tax provision | ($3,574) | ($3,924) | ($661) |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Tax benefit (provision) at U.S. statutory rate | ($7,016) | ($4,273) | $9,019 |
State income taxes, net of federal tax effect | -1,973 | -1,934 | -1,717 |
Valuation allowance | 7,994 | 3,955 | -8,913 |
Non-deductible executive compensation | -1,242 | 0 | 0 |
Unrecognized tax benefits | 101 | -1,245 | 1,268 |
Other | -1,438 | -427 | -318 |
Income tax provision | ($3,574) | ($3,924) | ($661) |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Income Taxes | ' | ' |
NOL and capital loss carryforwards | $70,320 | $78,095 |
Tax credit carryforwards | 24,784 | 25,619 |
Estimated liabilities | 15,925 | 14,165 |
Debt repurchase premium | 12,711 | 15,503 |
Stock-based compensation | 6,958 | 8,127 |
Deferred revenue | 5,898 | 6,792 |
Reserves and allowances | 4,860 | 5,805 |
Other | 1,644 | 2,136 |
Valuation allowances | -119,424 | -127,418 |
Total deferred tax assets | 23,676 | 28,824 |
Property, plant and equipment basis differences | -20,483 | -26,065 |
Goodwill and intangible asset basis differences | -3,193 | -2,759 |
Indefinite lived intangible asset basis differences | -4,869 | -3,204 |
Total deferred tax liabilities | -28,545 | -32,028 |
Net deferred tax liability | ($4,869) | ($3,204) |
Income_Taxes_Details_5
Income Taxes (Details 5) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Taxes | ' | ' | ' |
Gross unrecognized income tax benefits at beginning of year | $4,552,000 | $4,872,000 | $8,312,000 |
Changes based on tax positions related to the current year | 0 | 0 | -370,000 |
Increases for tax positions related to prior years | 0 | 1,214,000 | 560,000 |
Reductions for tax positions related to prior years | 0 | -1,439,000 | -2,073,000 |
Settlements | 0 | -16,000 | -65,000 |
Lapse of statute of limitations | -55,000 | -79,000 | -1,492,000 |
Gross unrecognized income tax benefits at end of year | 4,497,000 | 4,552,000 | 4,872,000 |
Released liabilities for interest and penalties | 100,000 | 300,000 | 400,000 |
Interest and penalties accrued | 2,700,000 | ' | ' |
Unrecognized tax benefits that would impact effective tax rate | 4,600,000 | ' | ' |
Unrecognized income tax benefits that may be released within next 12 months | $1,000,000 | ' | ' |
Equity_Securities_and_StockBas2
Equity Securities and Stock-Based Compensation (Details) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Feb. 29, 2012 | Nov. 18, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Equity Securities and Stock-Based Compensation | ' | ' | ' | ' | ' |
Common stock, authorized shares | ' | ' | 200,000,000 | 200,000,000 | ' |
Preferred stock, shares authorized | ' | ' | 10,000,000 | 10,000,000 | ' |
Preferred stock, shares issued | ' | ' | 0 | 0 | ' |
Preferred stock, shares outstanding | ' | ' | 0 | 0 | ' |
Common stock, shares issued | ' | ' | ' | 11,500,000 | ' |
Gross proceeds from issuance of common stock | ' | ' | ' | $83,400,000 | ' |
Offering costs | ' | ' | ' | 5,418,000 | ' |
Net proceeds from issuance of common stock | ' | ' | 0 | 77,957,000 | 0 |
Amount available for future offerings of securities | 210,000,000 | ' | 126,600,000 | ' | ' |
Treasury stock and related deferred compensation obligation at fair value | ' | ' | 800,000 | ' | ' |
Amount that the fair values of treasury stock and related deferred compensation obligation exceed the carrying values at cost | ' | ' | 200,000 | ' | ' |
Board approved share-based award grants to officers, employees, and directors (in shares) | ' | 300,000 | 500,000 | 500,000 | 1,200,000 |
Stock-based compensation | ' | ' | 2,165,000 | 1,703,000 | 1,737,000 |
Total income tax benefit recognized for stock-based compensation | ' | ' | $0 | $0 | $0 |
Equity Securities and Stock-based Compensation | ' | ' | ' | ' | ' |
Awards granted vesting period | ' | ' | '3 years | ' | ' |
Contractual term | ' | ' | '10 years | ' | ' |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' | ' |
Equity Securities and Stock-based Compensation | ' | ' | ' | ' | ' |
Awards granted vesting period | ' | ' | '3 years | ' | ' |
Contractual term | ' | ' | '10 years | ' | ' |
Period of average stock price hurdles that precluded vesting | ' | ' | '60 days | '60 days | ' |
Equity_Securities_and_StockBas3
Equity Securities and Stock-Based Compensation (Details 2) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Nov. 18, 2014 |
item | Two Thousand Ten Incentive Compensation Plan | Two Thousand Ten Incentive Compensation Plan | |||
Equity Securities and Stock-based Compensation | ' | ' | ' | ' | ' |
Expected stock volatility | 60.00% | 65.00% | 65.00% | ' | ' |
Risk-free interest rates, Minimum | 1.40% | 0.80% | 0.40% | ' | ' |
Risk-free interest rates, Maximum | 2.00% | 1.20% | 1.00% | ' | ' |
Expected lives (beyond vest dates) | '4 years | '4 years | '4 years | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | ' | ' |
Number of equity compensation plans | 5 | ' | ' | ' | ' |
Number of approved equity compensation plans | 4 | ' | ' | ' | ' |
Shares authorized for issuance (in shares) | ' | ' | ' | 5.2 | ' |
Increase in the number of shares of common stock available for issuance (in shares) | ' | ' | ' | 2.7 | ' |
Number of shares available for grant | ' | ' | ' | ' | 3.5 |
Awards granted vesting period | '3 years | ' | ' | ' | ' |
Contractual term | '10 years | ' | ' | ' | ' |
Equity_Securities_and_StockBas4
Equity Securities and Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Equity Securities and Stock-based Compensation | ' |
Maximum shares to be issued upon exercise of options and other awards | 4,103 |
Weighted-average exercise price of outstanding options and other awards | $7.98 |
Shares remaining available for future issuance under existing equity compensation plans | 3,912 |
Options outstanding not covered under any existing equity compensation plan | 0 |
Plans Approved by Stockholders | ' |
Equity Securities and Stock-based Compensation | ' |
Maximum shares to be issued upon exercise of options and other awards | 3,811 |
Weighted-average exercise price of outstanding options and other awards | $7.51 |
Shares remaining available for future issuance under existing equity compensation plans | 3,912 |
Plans Not Approved by Stockholders | ' |
Equity Securities and Stock-based Compensation | ' |
Maximum shares to be issued upon exercise of options and other awards | 292 |
Weighted-average exercise price of outstanding options and other awards | $14.14 |
Shares remaining available for future issuance under existing equity compensation plans | 0 |
Equity_Securities_and_StockBas5
Equity Securities and Stock-Based Compensation (Details 4) (USD $) | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee and Nonemployee Stock Option | ' | ' | ' |
Equity Securities and Stock-based Compensation | ' | ' | ' |
Shares Outstanding, Beginning Balance | 618 | 1,262 | 1,547 |
Shares, Granted | 0 | 0 | 0 |
Shares Exercised | 0 | 0 | 0 |
Shares, Forfeited or expired | -437 | -644 | -285 |
Shares Outstanding, Ending Balance | 181 | 618 | 1,262 |
Shares, Exercisable | 181 | 618 | 1,262 |
Weighted-average exercise price, Beginning Balance | $27.42 | $22.95 | $21.68 |
Weighted-average exercise price, Granted | $0 | $0 | $0 |
Weighted-average exercise price, Exercised | $0 | $0 | $0 |
Weighted-average exercise price, Forfeited or expired | $26.28 | $18.66 | $17.02 |
Weighted-average exercise price, Ending Balance | $30.17 | $27.42 | $22.95 |
Weighted-average exercise price, Exercisable | $30.17 | $27.42 | $22.95 |
Weighted-average remaining contractual term, Outstanding Ending Balance | '1 year | '1 year 2 months 12 days | '1 year 6 months |
Weighted-average remaining contractual term, Exercisable | '1 year | '1 year 2 months 12 days | '1 year 6 months |
Aggregate intrinsic value, Outstanding | $0 | $0 | $0 |
Aggregate intrinsic value, Exercisable | 0 | 0 | 0 |
Stock Appreciation Rights (SARs) | ' | ' | ' |
Equity Securities and Stock-based Compensation | ' | ' | ' |
Shares Outstanding, Beginning Balance | 3,639 | 3,894 | 2,892 |
Shares, Granted | 314 | 307 | 1,241 |
Shares Exercised | -146 | -322 | -8 |
Shares, Forfeited or expired | -77 | -240 | -231 |
Shares Outstanding, Ending Balance | 3,730 | 3,639 | 3,894 |
Shares, Exercisable | 3,418 | 3,027 | 2,909 |
Weighted-average exercise price, Beginning Balance | $7.25 | $7.41 | $10.08 |
Weighted-average exercise price, Granted | $9.19 | $6.79 | $1.85 |
Weighted-average exercise price, Exercised | $5.18 | $4.51 | $4.28 |
Weighted-average exercise price, Forfeited or expired | $16.15 | $12.93 | $11.12 |
Weighted-average exercise price, Ending Balance | $7.31 | $7.25 | $7.41 |
Weighted-average exercise price, Exercisable | $7.21 | $8.01 | $9.18 |
Weighted-average remaining contractual term, Outstanding Ending Balance | '5 years 8 months 12 days | '6 years 4 months 24 days | '6 years 8 months 12 days |
Weighted-average remaining contractual term, Exercisable | '5 years 6 months | '6 years | '6 years |
Aggregate intrinsic value, Outstanding | 22,893,000 | 13,157,000 | 8,147,000 |
Aggregate intrinsic value, Exercisable | 21,604,000 | 9,801,000 | 3,920,000 |
Weighted-average grant-date fair value of SARs granted | $4.40 | $3.38 | $0.86 |
Total intrinsic value | $1,100,000 | $1,800,000 | $0 |
Equity_Securities_and_StockBas6
Equity Securities and Stock-Based Compensation (Details 5) (USD $) | 12 Months Ended | 36 Months Ended | |||
In Millions, except Share data in Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2014 |
Restricted Stock | Officers and Employees | ||||
Restricted Stock | |||||
Equity Securities and Stock-based Compensation | ' | ' | ' | ' | ' |
Awards granted vesting period | '3 years | ' | ' | '3 years | ' |
Shares Outstanding, Beginning Balance | ' | ' | ' | 102 | ' |
Shares, Granted | ' | ' | ' | 150 | 300 |
Shares, Vested | ' | ' | ' | -101 | ' |
Shares, Forfeited | ' | ' | ' | 0 | ' |
Shares Outstanding, Ending Balance | ' | ' | ' | 151 | ' |
Weighted-average exercise price, Beginning Balance | ' | ' | ' | $6.79 | ' |
Weighted-average exercise price, Granted | ' | ' | ' | $9.19 | ' |
Weighted-average exercise price, Vested | ' | ' | ' | $7.98 | ' |
Weighted-average exercise price, Ending Balance | ' | ' | ' | $8.38 | ' |
Compensation expense related to restricted stock, restricted stock units and the ESPP | $0.90 | $0.70 | $0.70 | ' | ' |
Total compensation cost related to unvested awards not yet recognized | $2 | ' | ' | ' | ' |
Weighted-average period for recognition of compensation cost | '1 year 9 months 18 days | ' | ' | ' | ' |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | $16,473 | $8,285 | ($26,429) |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -774 | 0 | 0 |
Adjustment of estimated redemption value of non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | -176 | 0 | 0 |
Numerator for basic and diluted earnings per share from continuing operations - income (loss) from continuing operations attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | 15,523 | 8,285 | -26,429 |
Numerator for basic and diluted earnings per share from discontinued operations - income (loss) from discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -415 | -1,148 | -35,819 |
Numerator for basic and diluted earnings per share - net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | $15,108 | $7,137 | ($62,248) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Denominator for basic earnings per share - weighted-average shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 73,160 | 70,128 | 60,894 |
Effect of dilutive securities - shares issuable upon exercise of options and SARs and vesting of restricted stock | ' | ' | ' | ' | ' | ' | ' | ' | 1,291 | 1,124 | 0 |
Denominator for diluted earnings per share - weighted-average shares outstanding after assumed exercises and vesting | ' | ' | ' | ' | ' | ' | ' | ' | 74,451 | 71,252 | 60,894 |
Basic and diluted income (loss) per share from continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.21 | $0.12 | ($0.43) |
Basic and diluted income (loss) per share from discontinued operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ($0.02) | ($0.59) |
Earnings (loss) per share, basic and diluted, total (in dollars per share) | $0.22 | $0.14 | ($0.14) | ($0.02) | $0.14 | $0.15 | ($0.11) | ($0.09) | $0.20 | $0.10 | ($1.02) |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive securities not considered in diluted EPS calculation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 2,279 | 2,479 | 2,957 |
Employee and Nonemployee Stock Option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive securities not considered in diluted EPS calculation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 446 | 906 | 1,356 |
Restricted Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive securities not considered in diluted EPS calculation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 126 | 105 | 82 |
Equity_Method_Investments_Deta
Equity Method Investments (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 01, 2012 | Sep. 30, 2012 |
Blue Flint Ethanol LLC | ' | ' |
Equity Method Investee | ' | ' |
Proceeds from sale of interest in equity method investee | $18.50 | ' |
Equity earnings in Blue Flint since investment | 15 | ' |
Non-cash gain (loss) related to sale of interest in equity method investee | ' | -6.3 |
Evonik Industries AG | ' | ' |
Equity Method Investee | ' | ' |
Non-cash gain (loss) related to sale of interest in equity method investee | ' | ($3.20) |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments and Contingencies | ' | ' | ' |
2015 | $28,037,000 | ' | ' |
2016 | 20,325,000 | ' | ' |
2017 | 14,907,000 | ' | ' |
2018 | 10,030,000 | ' | ' |
2019 | 6,634,000 | ' | ' |
Thereafter | 7,016,000 | ' | ' |
Minimum rental payments, total | 86,949,000 | ' | ' |
Rental expense | $33,400,000 | $34,900,000 | $33,300,000 |
Maximum | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Leases set to expire | '2024 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments and Contingencies | ' | ' | ' |
2015 | $16,703,000 | ' | ' |
2016 | 17,059,000 | ' | ' |
2017 | 13,813,000 | ' | ' |
2018 | 10,871,000 | ' | ' |
2019 | 10,867,000 | ' | ' |
Thereafter | 61,893,000 | ' | ' |
Future purchase requirements, total | 131,206,000 | ' | ' |
Actual purchases made under contracts with minimum requirements | $20,300,000 | $14,900,000 | $12,000,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 3) (USD $) | 12 Months Ended | 60 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2012 | Sep. 30, 2014 |
Employment Agreements | Executive Change in Control Agreements | Cash Performance Unit Awards, 2009 Grants | Cash Performance Unit Awards, 2009 Grants | Cash Performance Unit Awards, 2009 Grants | Cash Performance Unit Awards, 2014 Grants | Cash Performance Unit Awards 2012 Grants | Cash Performance Unit Awards 2012 Grants | Cash Performance Unit Awards 2012 Grants | Cash Performance Unit Awards 2012 Grants | Cash Performance Unit Awards 2012 Grants | Cash Performance Unit Awards 2013 Grants | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs), 2011 Awards | Stock Appreciation Rights (SARs), 2011 Awards | Stock Appreciation Rights (SARS), 2012 Awards | Stock Appreciation Rights (SARS), 2012 Awards | Minimum | |
Stock Appreciation Rights (SARS), 2012 Awards | ||||||||||||||||||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation arrangements original term of employment agreements, maximum | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee agreement terms | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of CEO salary | 72.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate salary commitment for salaries and other obligations under all employment agreements assuming no agreements are renewed | $4.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate termination benefits | 8.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Termination benefits expensed and accrued | 2.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of severance payments and excess of market value of stock-based awards | ' | 24.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of severance payments and excess of market value of stock-based awards expensed and accrued | ' | 9.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance period | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of free cash flow expenses incurred | ' | ' | ' | 5.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of free cash flow expenses accrued and unpaid | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of performance units vested | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average stock price period | ' | ' | ' | ' | ' | ' | '60 days | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' |
Amount recorded for performance unit award grants | ' | ' | ' | ' | ' | 5.1 | ' | ' | ' | ' | 9.6 | 4.7 | ' | ' | ' | ' | ' | ' | ' | ' |
Performance awards which remain accrued and unpaid | ' | ' | ' | ' | ' | ' | ' | ' | 4.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants approved by committee to employees for cash settled stock appreciation rights (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.4 | ' | 1 | ' |
Grants approved by committee to employees for cash settled stock appreciation rights that remain outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | 0.4 | ' | ' |
Ending period for expected liability adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'September 30, 2015 | ' | 'September 30, 2016 | ' | ' |
Amount accrued for awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.9 | ' | 4.6 | ' | ' |
Grant-date stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.81 | ' | $1.85 | ' | ' |
Percentage of stock price on grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135.00% |
Threshold stock price at which SARS will vest (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 |
Compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.60 | $4.60 | $3.60 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_4
Commitments and Contingencies (Details 4) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
item | |||
Commitments and Contingencies | ' | ' | ' |
Number of employee benefit plans | 6 | ' | ' |
Benefit plan expenses, net | $26.70 | $23 | $31.30 |
Percentage of compensation as tax-deferred contributions | 50.00% | ' | ' |
Vesting period for matching contributions | '3 years | ' | ' |
Percentage of tax-deferred contributions of base compensation | 50.00% | ' | ' |
Percentage of tax deferred contributions of incentive compensation | 100.00% | ' | ' |
Number of ICP plans | 2 | ' | ' |
Annual vesting percentage under profit sharing program | 20.00% | ' | ' |
Participant age at which vesting of employer contribution begins | 61 | ' | ' |
Participant age at which full vesting of employer contribution is complete | 65 | ' | ' |
Employee Share Purchase Plan | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Shares held in reserve for issuance | 4.3 | ' | ' |
ESPP shares available for future issuance | 2.4 | ' | ' |
Percentage of cost per share of the fair market value at the end of each quarterly offering period | 85.00% | ' | ' |
Minimum | Employee Share Purchase Plan | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Percentage of cash compensation | 1.00% | ' | ' |
Maximum | Employee Share Purchase Plan | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Percentage of cash compensation | 10.00% | ' | ' |
Self Insurance | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Stop-loss coverage per individual per year | 0.2 | ' | ' |
Stop-loss coverage per occurrence | 0.25 | ' | ' |
Annual aggregate stop-loss coverage | 6.1 | ' | ' |
Accrued medical and workers compensation claims | $4.80 | ' | ' |
Commitments_and_Contingencies_5
Commitments and Contingencies (Details 5) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2014 | Feb. 29, 2012 | Sep. 30, 2010 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2008 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Legal Matters | Legal Matters | Legal Matters | Edwards | Fentress Families Trust | Fentress Families Trust | CPM Virginia LLC | Archstone | Archstone | Repair Cost | Lost Lease Payments | Tenant Lawsuit Against Archstone | Class Action Defense Fees | ||
item | item | item | item | Archstone | Archstone | Archstone | Archstone | |||||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term capital commitments on property, plant and equipment | $3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees | ' | 5,100,000 | 3,300,000 | 4,100,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount accrued for potential losses | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential loss for unresolved matters | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liability accrued | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of plaintiffs | ' | ' | ' | ' | ' | 383 | ' | ' | ' | ' | ' | ' | ' | ' |
Damages for removal and remediation of fly ash and water supply | ' | ' | ' | ' | ' | 850,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Damages for vexation | ' | ' | ' | ' | ' | 1,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Damages for others | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Damages for properties plus prejudgment interest, attorney fees and costs | ' | ' | ' | ' | ' | 55,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional damages sought by other plaintiffs | ' | ' | ' | ' | ' | 307,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of insurers who have denied coverage | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Loss contingency damages sought value | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | $36,000,000 | $19,000,000 | $7,000,000 | $7,000,000 |
Number of buildings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21 | ' | ' | ' | ' |
Number of claims | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Number of claims dismissed | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Number of defendants | ' | ' | ' | ' | ' | '15 | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Director | ' | ' | ' |
Transactions with related parties | ' | ' | ' |
Commissions paid related party by providers of insurance services | $0.10 | $0.10 | $0.10 |
Immediate Family Member of Management or Principal Owner | ' | ' | ' |
Transactions with related parties | ' | ' | ' |
Cost incurred for transportation facility provided by related party | $1.40 | $6.40 | $5.80 |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Information (Details) | 12 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | |
Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Secured Notes 7.625 Percent Due April 2019 | Senior Notes 7.25 Percent Due January 2019 | Senior Notes 7.25 Percent Due January 2019 | ||
Long-term debt | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 7.63% | 7.63% | 7.63% | 7.25% | 7.25% |
Ownership percentage | 100.00% | ' | ' | ' | ' | ' |
Non-guarantor entities consolidated percentage | 3.00% | ' | ' | ' | ' | ' |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Information (Details 2) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $152,542 | $75,316 | $53,782 | $50,810 |
Trade receivables, net | 119,330 | 109,868 | ' | ' |
Inventories | 50,633 | 37,383 | ' | ' |
Deferred income taxes | 11,076 | 14,036 | ' | ' |
Other | 10,536 | 7,280 | ' | ' |
Total current assets | 344,117 | 243,883 | ' | ' |
Property, plant and equipment, net | 182,111 | 159,619 | ' | ' |
Other assets: | ' | ' | ' | ' |
Goodwill | 175,586 | 137,198 | 116,671 | ' |
Intangible assets, net | 159,863 | 139,797 | ' | ' |
Other | 41,750 | 43,512 | ' | ' |
Total other assets | 377,199 | 320,507 | ' | ' |
Total assets | 903,427 | 724,009 | 680,937 | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 27,026 | 21,810 | ' | ' |
Accrued personnel costs | 48,902 | 47,746 | ' | ' |
Accrued interest | 18,273 | 16,077 | ' | ' |
Current and deferred income taxes | 368 | 120 | ' | ' |
Other accrued liabilities | 41,757 | 55,268 | ' | ' |
Current portion of long-term debt | 0 | 7,553 | ' | ' |
Total current liabilities | 136,326 | 148,574 | ' | ' |
Long-term liabilities: | ' | ' | ' | ' |
Long-term debt | 599,579 | 449,420 | ' | ' |
Income taxes | 23,242 | 24,637 | ' | ' |
Other | 28,586 | 16,968 | ' | ' |
Total long-term liabilities | 651,407 | 491,025 | ' | ' |
Total liabilities | 787,733 | 639,599 | ' | ' |
Redeemable non-controlling interest in consolidated subsidiary | 13,252 | 0 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Common stock | 74 | 73 | ' | ' |
Capital in excess of par value | 723,648 | 720,828 | ' | ' |
Retained earnings (accumulated deficit) | -620,688 | -635,972 | ' | ' |
Treasury stock | -592 | -519 | ' | ' |
Total stockholders' equity | 102,442 | 84,410 | -3,129 | 56,736 |
Total liabilities and stockholders' equity | 903,427 | 724,009 | ' | ' |
Consolidation, Eliminations | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Deferred income taxes | -23,149 | -29,687 | ' | ' |
Total current assets | -23,149 | -29,687 | ' | ' |
Property, plant and equipment, net | 0 | 0 | ' | ' |
Other assets: | ' | ' | ' | ' |
Investments in subsidiaries | -406,327 | -282,979 | ' | ' |
Intercompany accounts and notes | -1,018,127 | -997,528 | ' | ' |
Deferred income taxes | -64,586 | -75,407 | ' | ' |
Total other assets | -1,489,040 | -1,355,914 | ' | ' |
Total assets | -1,512,189 | -1,385,601 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Current and deferred income taxes | -23,149 | -29,687 | ' | ' |
Total current liabilities | -23,149 | -29,687 | ' | ' |
Long-term liabilities: | ' | ' | ' | ' |
Income taxes | -64,586 | -75,407 | ' | ' |
Intercompany accounts and notes | -1,018,127 | -997,528 | ' | ' |
Total long-term liabilities | -1,082,713 | -1,072,935 | ' | ' |
Total liabilities | -1,105,862 | -1,102,622 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Capital in excess of par value | -519,127 | -458,498 | ' | ' |
Retained earnings (accumulated deficit) | 112,800 | 175,519 | ' | ' |
Total stockholders' equity | -406,327 | -282,979 | ' | ' |
Total liabilities and stockholders' equity | -1,512,189 | -1,385,601 | ' | ' |
Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 33,552 | 70,747 | 44,111 | 36,122 |
Trade receivables, net | 113,940 | 109,868 | ' | ' |
Inventories | 48,482 | 37,383 | ' | ' |
Deferred income taxes | 15,509 | 25,828 | ' | ' |
Other | 9,286 | 6,548 | ' | ' |
Total current assets | 220,769 | 250,374 | ' | ' |
Property, plant and equipment, net | 162,458 | 155,499 | ' | ' |
Other assets: | ' | ' | ' | ' |
Goodwill | 145,068 | 137,198 | ' | ' |
Intangible assets, net | 131,150 | 139,797 | ' | ' |
Intercompany accounts and notes | 381,082 | 360,482 | ' | ' |
Deferred income taxes | 41,658 | 53,228 | ' | ' |
Other | 14,388 | 22,300 | ' | ' |
Total other assets | 713,346 | 713,005 | ' | ' |
Total assets | 1,096,573 | 1,118,878 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 25,643 | 21,051 | ' | ' |
Accrued personnel costs | 13,483 | 14,622 | ' | ' |
Current and deferred income taxes | 23,198 | 20,073 | ' | ' |
Other accrued liabilities | 36,811 | 52,898 | ' | ' |
Total current liabilities | 99,135 | 108,644 | ' | ' |
Long-term liabilities: | ' | ' | ' | ' |
Income taxes | 65,133 | 80,877 | ' | ' |
Intercompany accounts and notes | 572,356 | 637,046 | ' | ' |
Other | 16,167 | 9,332 | ' | ' |
Total long-term liabilities | 653,656 | 727,255 | ' | ' |
Total liabilities | 752,791 | 835,899 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Capital in excess of par value | 458,498 | 458,498 | ' | ' |
Retained earnings (accumulated deficit) | -114,716 | -175,519 | ' | ' |
Total stockholders' equity | 343,782 | 282,979 | ' | ' |
Total liabilities and stockholders' equity | 1,096,573 | 1,118,878 | ' | ' |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 5,764 | 34 | ' | ' |
Trade receivables, net | 5,390 | ' | ' | ' |
Inventories | 2,151 | ' | ' | ' |
Deferred income taxes | 289 | ' | ' | ' |
Other | 168 | ' | ' | ' |
Total current assets | 13,762 | ' | ' | ' |
Property, plant and equipment, net | 11,674 | ' | ' | ' |
Other assets: | ' | ' | ' | ' |
Goodwill | 30,518 | ' | ' | ' |
Intangible assets, net | 28,713 | ' | ' | ' |
Other | 1,381 | ' | ' | ' |
Total other assets | 60,612 | ' | ' | ' |
Total assets | 86,048 | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 956 | ' | ' | ' |
Accrued personnel costs | 418 | ' | ' | ' |
Current and deferred income taxes | 319 | ' | ' | ' |
Other accrued liabilities | 3,006 | ' | ' | ' |
Total current liabilities | 4,699 | ' | ' | ' |
Long-term liabilities: | ' | ' | ' | ' |
Income taxes | 893 | ' | ' | ' |
Intercompany accounts and notes | 4,061 | ' | ' | ' |
Other | 774 | ' | ' | ' |
Total long-term liabilities | 5,728 | ' | ' | ' |
Total liabilities | 10,427 | ' | ' | ' |
Redeemable non-controlling interest in consolidated subsidiary | 13,252 | ' | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Capital in excess of par value | 60,453 | ' | ' | ' |
Retained earnings (accumulated deficit) | 1,916 | ' | ' | ' |
Total stockholders' equity | 62,369 | ' | ' | ' |
Total liabilities and stockholders' equity | 86,048 | ' | ' | ' |
Parent Company | Reportable Legal Entities | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 113,226 | 4,569 | 9,671 | 14,688 |
Deferred income taxes | 18,427 | 17,895 | ' | ' |
Other | 1,082 | 732 | ' | ' |
Total current assets | 132,735 | 23,196 | ' | ' |
Property, plant and equipment, net | 7,979 | 4,120 | ' | ' |
Other assets: | ' | ' | ' | ' |
Investments in subsidiaries | 406,327 | 282,979 | ' | ' |
Intercompany accounts and notes | 637,045 | 637,046 | ' | ' |
Deferred income taxes | 22,928 | 22,179 | ' | ' |
Other | 25,981 | 21,212 | ' | ' |
Total other assets | 1,092,281 | 963,416 | ' | ' |
Total assets | 1,232,995 | 990,732 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 427 | 759 | ' | ' |
Accrued personnel costs | 35,001 | 33,124 | ' | ' |
Accrued interest | 18,273 | 16,077 | ' | ' |
Current and deferred income taxes | ' | 9,734 | ' | ' |
Other accrued liabilities | 1,940 | 2,370 | ' | ' |
Current portion of long-term debt | ' | 7,553 | ' | ' |
Total current liabilities | 55,641 | 69,617 | ' | ' |
Long-term liabilities: | ' | ' | ' | ' |
Long-term debt | 599,579 | 449,420 | ' | ' |
Income taxes | 21,802 | 19,167 | ' | ' |
Intercompany accounts and notes | 441,710 | 360,482 | ' | ' |
Other | 11,645 | 7,636 | ' | ' |
Total long-term liabilities | 1,074,736 | 836,705 | ' | ' |
Total liabilities | 1,130,377 | 906,322 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Common stock | 74 | 73 | ' | ' |
Capital in excess of par value | 723,824 | 720,828 | ' | ' |
Retained earnings (accumulated deficit) | -620,688 | -635,972 | ' | ' |
Treasury stock | -592 | -519 | ' | ' |
Total stockholders' equity | 102,618 | 84,410 | ' | ' |
Total liabilities and stockholders' equity | $1,232,995 | $990,732 | ' | ' |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Information (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | $472,434 | $394,324 | $339,632 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 309,337 | 293,000 | 281,672 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 9,676 | 15,252 | 11,483 |
Total revenue | 245,921 | 223,399 | 156,512 | 165,615 | 214,985 | 197,030 | 140,988 | 149,573 | 791,447 | 702,576 | 632,787 |
Cost of revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 336,283 | 283,128 | 241,669 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 224,888 | 219,996 | 210,158 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 4,583 | 6,970 | 5,893 |
Total cost of revenue | ' | ' | ' | ' | ' | ' | ' | ' | 565,754 | 510,094 | 457,720 |
Gross profit | 78,577 | 67,672 | 38,551 | 40,893 | 64,321 | 58,505 | 32,411 | 37,245 | 225,693 | 192,482 | 175,067 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 21,319 | 20,230 | 20,675 |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 137,650 | 117,841 | 119,989 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 158,969 | 138,071 | 140,664 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 66,724 | 54,411 | 34,403 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -46,329 | -42,566 | -52,678 |
Equity in earnings (loss) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | -348 | 364 | -7,493 |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -46,677 | -42,202 | -60,171 |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 20,047 | 12,209 | -25,768 |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | -3,574 | -3,924 | -661 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 16,473 | 8,285 | -26,429 |
Loss from discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -415 | -1,148 | -35,819 |
Net income (loss) | 16,681 | 10,893 | -10,082 | -1,434 | 10,253 | 11,016 | -8,260 | -5,872 | 16,058 | 7,137 | -62,248 |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -774 | 0 | 0 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | 15,284 | 7,137 | -62,248 |
Consolidation, Eliminations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings (loss) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 438,473 | 394,324 | 339,632 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 309,337 | 293,000 | 281,672 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 9,676 | 15,252 | 11,483 |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 757,486 | 702,576 | 632,787 |
Cost of revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 312,220 | 283,128 | 241,669 |
Heavy construction materials | ' | ' | ' | ' | ' | ' | ' | ' | 224,888 | 219,996 | 210,158 |
Energy technology | ' | ' | ' | ' | ' | ' | ' | ' | 4,583 | 6,970 | 5,893 |
Total cost of revenue | ' | ' | ' | ' | ' | ' | ' | ' | 541,691 | 510,094 | 457,720 |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 215,795 | 192,482 | 175,067 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 20,231 | 20,230 | 20,675 |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 108,602 | 96,478 | 94,630 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 128,833 | 116,708 | 115,305 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 86,962 | 75,774 | 59,762 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -349 | -54 | -80 |
Intercompany interest income (expense) | ' | ' | ' | ' | ' | ' | ' | ' | -22,737 | -23,434 | -25,945 |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | -24 | 329 | -9,972 |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -23,110 | -23,159 | -35,997 |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 63,852 | 52,615 | 23,765 |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | -3,296 | -4,350 | -1,482 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 60,556 | 48,265 | 22,283 |
Loss from discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -415 | -1,148 | -35,819 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 60,141 | 47,117 | -13,536 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | 60,141 | 47,117 | -13,536 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 33,961 | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 33,961 | ' | ' |
Cost of revenue: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Light building products | ' | ' | ' | ' | ' | ' | ' | ' | 24,063 | ' | ' |
Total cost of revenue | ' | ' | ' | ' | ' | ' | ' | ' | 24,063 | ' | ' |
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 9,898 | ' | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 1,088 | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 4,209 | ' | ' |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 5,297 | ' | ' |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 4,601 | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -2 | ' | ' |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | -324 | ' | ' |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -326 | ' | ' |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 4,275 | ' | ' |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | -923 | ' | ' |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 3,352 | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 3,352 | ' | ' |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -774 | ' | ' |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | 2,578 | ' | ' |
Parent Company | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 24,839 | 21,363 | 25,359 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 24,839 | 21,363 | 25,359 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -24,839 | -21,363 | -25,359 |
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -45,978 | -42,512 | -52,598 |
Intercompany interest income (expense) | ' | ' | ' | ' | ' | ' | ' | ' | 22,737 | 23,434 | 25,945 |
Equity in earnings (loss) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | 62,719 | 47,117 | -13,536 |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35 | 2,479 |
Total other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | 39,478 | 28,074 | -37,710 |
Income (loss) from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 14,639 | 6,711 | -63,069 |
Income tax benefit (provision) | ' | ' | ' | ' | ' | ' | ' | ' | 645 | 426 | 821 |
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 15,284 | 7,137 | -62,248 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 15,284 | 7,137 | -62,248 |
Net income (loss) attributable to Headwaters Incorporated | ' | ' | ' | ' | ' | ' | ' | ' | $15,284 | $7,137 | ($62,248) |
Condensed_Consolidating_Financ5
Condensed Consolidating Financial Information (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | $16,681 | $10,893 | ($10,082) | ($1,434) | $10,253 | $11,016 | ($8,260) | ($5,872) | $16,058 | $7,137 | ($62,248) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 55,134 | 52,317 | 51,481 |
Interest expense related to amortization of debt issue costs and debt discount | ' | ' | ' | ' | ' | ' | ' | ' | 2,175 | 5,841 | 14,184 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | 2,165 | 1,703 | 1,737 |
Deferred income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 1,666 | 698 | 198 |
Net loss (gain) on disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 95 | -649 | -538 |
Loss (gain) on sale of discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -2,727 | 55 | -267 |
Asset impairments | ' | ' | ' | ' | ' | ' | ' | ' | 1,815 | 0 | 13,166 |
Net loss of unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | 529 | 0 | 9,314 |
Gain on convertible debt repayments | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -35 | -2,479 |
Equity in earnings of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Decrease (increase) in trade receivables | ' | ' | ' | ' | ' | ' | ' | ' | 517 | -5,035 | -9,792 |
Decrease (increase) in inventories | ' | ' | ' | ' | ' | ' | ' | ' | -2,347 | 2,221 | 2,954 |
Increase (decrease) in accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | -13,225 | -4,218 | 27,443 |
Other changes in operating assets and liabilities, net | ' | ' | ' | ' | ' | ' | ' | ' | -1,478 | -1,472 | 1,016 |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ' | ' | ' | ' | 60,377 | 58,563 | 46,169 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | -94,998 | -43,250 | -996 |
Investments in unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | -1,875 | 0 | 0 |
Proceeds from sale of investments in unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 18,522 |
Purchase of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | -35,799 | -29,119 | -26,447 |
Proceeds from disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 905 | 791 | 1,261 |
Proceeds from sale of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 4,666 | 4,813 | 2,000 |
Net decrease (increase) in long-term receivables and deposits | ' | ' | ' | ' | ' | ' | ' | ' | 7,445 | -1,171 | -42 |
Net change in other assets | ' | ' | ' | ' | ' | ' | ' | ' | -2,162 | -437 | -706 |
Net cash used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | -121,818 | -68,373 | -6,408 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | 146,650 | 0 | 0 |
Net proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 77,957 | 0 |
Payments on long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | -7,792 | -47,355 | -36,334 |
Dividends paid to non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | -950 | 0 | 0 |
Debt issue costs | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | -1,090 |
Employee stock purchases | ' | ' | ' | ' | ' | ' | ' | ' | 759 | 742 | 635 |
Intercompany transfers | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | ' | ' | ' | ' | ' | ' | ' | ' | 138,667 | 31,344 | -36,789 |
Net increase (decrease) in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | 77,226 | 21,534 | 2,972 |
Cash and cash equivalents, beginning of year | ' | ' | ' | 75,316 | ' | ' | ' | 53,782 | 75,316 | 53,782 | 50,810 |
Cash and cash equivalents, end of year | 152,542 | ' | ' | ' | 75,316 | ' | ' | ' | 152,542 | 75,316 | 53,782 |
Consolidation, Eliminations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | 62,719 | 47,117 | -13,536 |
Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 60,141 | 47,117 | -13,536 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 52,716 | 52,027 | 51,333 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | 843 | 765 | 673 |
Deferred income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 1,062 | 698 | 199 |
Net loss (gain) on disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 44 | -649 | -538 |
Loss (gain) on sale of discontinued operations, net of income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -2,727 | 55 | -267 |
Asset impairments | ' | ' | ' | ' | ' | ' | ' | ' | 1,815 | ' | 13,166 |
Net loss of unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,314 |
Decrease (increase) in trade receivables | ' | ' | ' | ' | ' | ' | ' | ' | -90 | -5,035 | -9,792 |
Decrease (increase) in inventories | ' | ' | ' | ' | ' | ' | ' | ' | -3,927 | 2,221 | 2,954 |
Increase (decrease) in accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | -17,364 | -5,637 | 9,646 |
Other changes in operating assets and liabilities, net | ' | ' | ' | ' | ' | ' | ' | ' | 33,349 | 31,000 | 16,928 |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ' | ' | ' | ' | 125,862 | 122,562 | 80,080 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | -10,500 | -43,250 | -996 |
Proceeds from sale of investments in unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,522 |
Purchase of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | -30,672 | -26,940 | -24,419 |
Proceeds from disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 905 | 791 | 1,261 |
Proceeds from sale of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 4,666 | 4,813 | 2,000 |
Net decrease (increase) in long-term receivables and deposits | ' | ' | ' | ' | ' | ' | ' | ' | 7,145 | -1,890 | 24 |
Net change in other assets | ' | ' | ' | ' | ' | ' | ' | ' | -2,275 | -294 | -214 |
Net cash used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | -30,731 | -66,770 | -3,822 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchases | ' | ' | ' | ' | ' | ' | ' | ' | 580 | 539 | 462 |
Intercompany transfers | ' | ' | ' | ' | ' | ' | ' | ' | -132,872 | -29,695 | -68,731 |
Net cash provided by (used in) financing activities | ' | ' | ' | ' | ' | ' | ' | ' | -132,292 | -29,156 | -68,269 |
Net increase (decrease) in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | -37,161 | 26,636 | 7,989 |
Cash and cash equivalents, beginning of year | ' | ' | ' | 70,747 | ' | ' | ' | 44,111 | 70,747 | 44,111 | 36,122 |
Cash and cash equivalents, beginning of year | ' | ' | ' | 70,713 | ' | ' | ' | ' | 70,713 | ' | ' |
Cash and cash equivalents, end of year | 33,552 | ' | ' | ' | 70,747 | ' | ' | ' | 33,552 | 70,747 | 44,111 |
Cash and cash equivalents, end of year | ' | ' | ' | ' | 70,713 | ' | ' | ' | ' | 70,713 | ' |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 3,352 | ' | ' |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 2,146 | ' | ' |
Deferred income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 604 | ' | ' |
Net loss (gain) on disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' |
Net loss of unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | 529 | ' | ' |
Decrease (increase) in trade receivables | ' | ' | ' | ' | ' | ' | ' | ' | 607 | ' | ' |
Decrease (increase) in inventories | ' | ' | ' | ' | ' | ' | ' | ' | 1,580 | ' | ' |
Increase (decrease) in accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | 828 | ' | ' |
Other changes in operating assets and liabilities, net | ' | ' | ' | ' | ' | ' | ' | ' | 129 | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ' | ' | ' | ' | 9,781 | ' | ' |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | -1,875 | ' | ' |
Purchase of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | -829 | ' | ' |
Net cash used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | -2,704 | ' | ' |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends paid to non-controlling interest in consolidated subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | -950 | ' | ' |
Intercompany transfers | ' | ' | ' | ' | ' | ' | ' | ' | -397 | ' | ' |
Net cash provided by (used in) financing activities | ' | ' | ' | ' | ' | ' | ' | ' | -1,347 | ' | ' |
Net increase (decrease) in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | 5,730 | ' | ' |
Cash and cash equivalents, beginning of year | ' | ' | ' | 34 | ' | ' | ' | ' | 34 | ' | ' |
Cash and cash equivalents, end of year | 5,764 | ' | ' | ' | ' | ' | ' | ' | 5,764 | ' | ' |
Parent Company | Reportable Legal Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 15,284 | 7,137 | -62,248 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 272 | 290 | 148 |
Interest expense related to amortization of debt issue costs and debt discount | ' | ' | ' | ' | ' | ' | ' | ' | 2,175 | 5,841 | 14,184 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | 1,322 | 938 | 1,064 |
Deferred income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1 |
Net loss (gain) on disposition of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 45 | ' | ' |
Gain on convertible debt repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | -35 | -2,479 |
Equity in earnings of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | -62,719 | -47,117 | 13,536 |
Increase (decrease) in accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | 3,311 | 1,419 | 17,797 |
Other changes in operating assets and liabilities, net | ' | ' | ' | ' | ' | ' | ' | ' | -34,956 | -32,472 | -15,912 |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ' | ' | ' | ' | -75,266 | -63,999 | -33,911 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | -84,498 | ' | ' |
Purchase of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | -4,298 | -2,179 | -2,028 |
Net decrease (increase) in long-term receivables and deposits | ' | ' | ' | ' | ' | ' | ' | ' | 300 | 719 | -66 |
Net change in other assets | ' | ' | ' | ' | ' | ' | ' | ' | 113 | -143 | -492 |
Net cash used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | -88,383 | -1,603 | -2,586 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | 146,650 | ' | ' |
Net proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,957 | ' |
Payments on long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | -7,792 | -47,355 | -36,334 |
Debt issue costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,090 |
Employee stock purchases | ' | ' | ' | ' | ' | ' | ' | ' | 179 | 203 | 173 |
Intercompany transfers | ' | ' | ' | ' | ' | ' | ' | ' | 133,269 | 29,695 | 68,731 |
Net cash provided by (used in) financing activities | ' | ' | ' | ' | ' | ' | ' | ' | 272,306 | 60,500 | 31,480 |
Net increase (decrease) in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | 108,657 | -5,102 | -5,017 |
Cash and cash equivalents, beginning of year | ' | ' | ' | 4,569 | ' | ' | ' | 9,671 | 4,569 | 9,671 | 14,688 |
Cash and cash equivalents, end of year | $113,226 | ' | ' | ' | $4,569 | ' | ' | ' | $113,226 | $4,569 | $9,671 |
Quarterly_Financial_Data_unaud2
Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $245,921 | $223,399 | $156,512 | $165,615 | $214,985 | $197,030 | $140,988 | $149,573 | $791,447 | $702,576 | $632,787 |
Gross profit | 78,577 | 67,672 | 38,551 | 40,893 | 64,321 | 58,505 | 32,411 | 37,245 | 225,693 | 192,482 | 175,067 |
Net income (loss) | $16,681 | $10,893 | ($10,082) | ($1,434) | $10,253 | $11,016 | ($8,260) | ($5,872) | $16,058 | $7,137 | ($62,248) |
Basic and diluted earnings (loss) per share | $0.22 | $0.14 | ($0.14) | ($0.02) | $0.14 | $0.15 | ($0.11) | ($0.09) | $0.20 | $0.10 | ($1.02) |