Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Nov. 16, 2015 | Mar. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | LIQUIDITY SERVICES INC | ||
Entity Central Index Key | 1,235,468 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 237,886,000 | ||
Entity Common Stock, Shares Outstanding | 30,551,081 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 95,465 | $ 62,598 |
Accounts receivable, net of allowance for doubtful accounts of $471 and $1,042 in 2015 and 2014, respectively | 6,194 | 21,688 |
Inventory | 25,510 | 78,478 |
Tax refund receivable | 33,491 | |
Prepaid and deferred taxes | 19,903 | 16,777 |
Prepaid expenses and other current assets | 7,826 | 5,156 |
Total current assets | 188,389 | 184,697 |
Property and equipment, net | 13,356 | 12,283 |
Intangible assets, net | 4,051 | 17,099 |
Goodwill | 64,073 | 209,656 |
Deferred long-term tax assets | 5,871 | 6,160 |
Other assets | 12,748 | 1,823 |
Total assets | 288,488 | 431,718 |
Current liabilities: | ||
Accounts payable | 9,500 | 15,994 |
Accrued expenses and other current liabilities | 27,350 | 44,484 |
Profit-sharing distributions payable | 2,512 | 4,740 |
Customer payables | 29,802 | 41,544 |
Total current liabilities | 69,164 | 106,762 |
Deferred taxes and other long-term liabilities | 3,322 | 7,973 |
Total liabilities | 72,486 | 114,735 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 30,026,223 shares issued and outstanding at September 30, 2015; 29,668,150 shares issued and outstanding at September 30, 2014 | 29 | 28 |
Additional paid-in capital | 210,712 | 204,704 |
Accumulated other comprehensive loss | (5,626) | (3,451) |
Retained earnings | 10,887 | 115,702 |
Total stockholders' equity | 216,002 | 316,983 |
Total liabilities and stockholders' equity | $ 288,488 | $ 431,718 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 471 | $ 1,042 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 30,026,223 | 29,668,150 |
Common stock, shares outstanding | 30,026,223 | 29,668,150 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consolidated Statements of Operations | |||
Revenue | $ 315,668 | $ 388,671 | $ 404,041 |
Fee revenue | 81,457 | 106,990 | 101,815 |
Total revenue from operations | 397,125 | 495,661 | 505,856 |
Costs and expenses from operations | |||
Cost of goods sold (excluding amortization) | 166,009 | 211,659 | 199,494 |
Profit-sharing distributions | 28,093 | 35,055 | 35,944 |
Technology and operations | 99,743 | 108,940 | 90,052 |
Sales and marketing | 41,465 | 41,951 | 40,170 |
General and administrative | 41,418 | 49,428 | 48,950 |
Amortization of contract intangibles | 1,211 | 7,265 | 7,265 |
Depreciation and amortization | 8,024 | 9,330 | 10,109 |
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets | 147,414 | (18,384) | 5,921 |
Business disposition loss | 7,963 | ||
Total costs and expenses | 541,340 | 445,244 | 437,905 |
(Loss) income from operations | (144,215) | 50,417 | 67,951 |
Interest and other expense (income), net | 171 | 370 | (704) |
(Loss) income before provision for income taxes | (144,386) | 50,047 | 68,655 |
(Benefit) provision for income taxes | (39,571) | 19,657 | 27,551 |
Net (loss) income | $ (104,815) | $ 30,390 | $ 41,104 |
Basic (loss) earnings per common share (in dollars per share) | $ (3.50) | $ 0.97 | $ 1.30 |
Diluted (loss) earnings per common share (in dollars per share) | $ (3.50) | $ 0.97 | $ 1.26 |
Basic weighted average shares outstanding (in shares) | 29,987,985 | 31,243,932 | 31,616,926 |
Diluted weighted average shares outstanding (in shares) | 29,987,985 | 31,395,301 | 32,657,236 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consolidated Statements of Comprehensive (Loss) Income | |||
Net (loss) income | $ (104,815) | $ 30,390 | $ 41,104 |
Other comprehensive (loss) income : | |||
Defined benefit pension plan - unrecognized amounts, net of taxes | 1,101 | (927) | 563 |
Foreign currency translation | (3,276) | (3,042) | (1,291) |
Other comprehensive (loss) income , net of taxes | (2,175) | (3,969) | (728) |
Comprehensive (loss) income | $ (106,990) | $ 26,421 | $ 40,376 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Treasury Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total |
Balance at Sep. 30, 2012 | $ 31,000 | $ 182,361,000 | $ 1,246,000 | $ 66,365,000 | $ 250,003,000 | |
Balance (in shares) at Sep. 30, 2012 | 31,138,111 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of common stock options and restricted stock | 2,532,000 | 2,532,000 | ||||
Exercise of common stock options and restricted stock (in shares) | 673,653 | |||||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 21,968,000 | 21,968,000 | ||||
Net (loss) income | 41,104,000 | 41,104,000 | ||||
Defined benefit pension plan - unrecognized amounts, net of taxes | 563,000 | 563,000 | ||||
Foreign currency translation | (1,291,000) | (1,291,000) | ||||
Balance at Sep. 30, 2013 | $ 31,000 | 206,861,000 | 518,000 | 107,469,000 | 314,879,000 | |
Balance (in shares) at Sep. 30, 2013 | 31,811,764 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Common stock repurchase | $ (44,870,000) | $ (3,000) | $ (44,873,000) | |||
Common stock repurchase (in shares) | (2,962,978) | (2,962,978) | ||||
Common stock retired | $ 44,870,000 | (22,713,000) | (22,157,000) | |||
Common stock retired (in shares) | 2,962,978 | (2,962,978) | ||||
Exercise of common stock options and restricted stock | 4,146,000 | $ 4,146,000 | ||||
Exercise of common stock options and restricted stock (in shares) | 819,364 | |||||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 16,410,000 | 16,410,000 | ||||
Net (loss) income | 30,390,000 | 30,390,000 | ||||
Defined benefit pension plan - unrecognized amounts, net of taxes | (927,000) | (927,000) | ||||
Foreign currency translation | (3,042,000) | (3,042,000) | ||||
Balance at Sep. 30, 2014 | $ 28,000 | 204,704,000 | (3,451,000) | 115,702,000 | 316,983,000 | |
Balance (in shares) at Sep. 30, 2014 | 29,668,150 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of common stock options and restricted stock | $ 1,000 | 105,000 | 106,000 | |||
Exercise of common stock options and restricted stock (in shares) | 358,073 | |||||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 5,903,000 | 5,903,000 | ||||
Net (loss) income | (104,815,000) | (104,815,000) | ||||
Defined benefit pension plan - unrecognized amounts, net of taxes | 1,101,000 | 1,101,000 | ||||
Foreign currency translation | (3,276,000) | (3,276,000) | ||||
Balance at Sep. 30, 2015 | $ 29,000 | $ 210,712,000 | $ (5,626,000) | $ 10,887,000 | $ 216,002,000 | |
Balance (in shares) at Sep. 30, 2015 | 30,026,223 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | |||
Net (loss) income | $ (104,815) | $ 30,390 | $ 41,104 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 9,235 | 16,595 | 17,374 |
Business disposition loss | 7,963 | ||
Gain on early extinguishment of debt | (1,000) | ||
Change in fair value of earn out liability | (18,390) | 5,437 | |
Stock compensation expense | 12,405 | 12,605 | 13,379 |
Provision (benefit) for inventory allowance | (575) | 271 | (1,122) |
Provision (benefit) for doubtful accounts | 1,109 | 151 | (357) |
Deferred tax expense (benefit) | (6,282) | 828 | (6,852) |
Impairment of goodwill and intangibles | 147,414 | ||
Incremental tax loss (benefit) from exercise of common stock options | 38 | (3,805) | (8,588) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 12,651 | 2,211 | (7,466) |
Inventory | 43,101 | (49,488) | (7,470) |
Prepaid and deferred taxes | (38,545) | (2,829) | 14,243 |
Prepaid expenses and other assets | (1,499) | 2,735 | (26) |
Accounts payable | (4,534) | (545) | 6,542 |
Accrued expenses and other | (18,895) | 9,659 | (2,341) |
Profit-sharing distributions payable | (2,228) | 425 | 274 |
Customer payables | (11,742) | 12,046 | (4,768) |
Acquisition earn out payable | 11,422 | ||
Other liabilities | (1,310) | (1,003) | (198) |
Net cash provided by operating activities | 43,491 | 11,856 | 46,743 |
Investing activities | |||
Cash paid in divestiture | (2,372) | ||
Cash paid for acquisitions and increase in goodwill and intangibles | (137) | (141) | (14,730) |
Purchases of property and equipment | (7,312) | (7,539) | (5,463) |
Net cash used in investing activities | (9,821) | (7,680) | (20,193) |
Financing activities | |||
Principal repayments of debt | (39,000) | ||
Repurchases of common stock | (44,873) | ||
Proceeds from exercise of common stock options (net of tax) | 106 | 4,146 | 2,532 |
Incremental tax benefit from exercise of common stock options and restricted stock | (38) | 3,805 | 8,588 |
Payment of acquisition contingent liabilities | (8,185) | ||
Net cash (used in) provided by financing activities | 68 | (36,922) | (36,065) |
Effect of exchange rate differences on cash and cash equivalents | (871) | 235 | (158) |
Net increase (decrease) in cash and cash equivalents | 32,867 | (32,511) | (9,673) |
Cash and cash equivalents at beginning of year | 62,598 | 95,109 | 104,782 |
Cash and cash equivalents at end of year | 95,465 | 62,598 | 95,109 |
Supplemental disclosure of cash flow information | |||
Cash paid for income taxes | 5,678 | $ 18,108 | 16,760 |
Cash paid for interest | 2,034 | ||
Contingent purchase price accrued | $ 18,390 | ||
Note receivable from sale of business unit | 12,250 | ||
Tax refund receivable from sale of business unit | $ 33,491 |
Organization
Organization | 12 Months Ended |
Sep. 30, 2015 | |
Organization | |
Organization | 1. Organization Liquidity Services, Inc. and subsidiaries (LS or the Company) is a leading online auction marketplace for surplus and salvage assets. LS enables buyers and sellers to transact in an efficient, automated online auction environment offering over 500 product categories. The Company's marketplaces provide professional buyers access to a global, organized supply of surplus and salvage assets presented with digital images and other relevant product information. Additionally, LS enables its corporate and government sellers to enhance their financial return on excess assets by providing a liquid marketplace and value-added services that integrate sales and marketing, logistics and transaction settlement into a single offering. LS organizes its products into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company's online auction marketplaces are www.liquidation.com , www.govliquidation.com, www.govdeals.com, www.networkintl.com, www.truckcenter.com, www.secondipity.com, and www.go-dove.com. LS has one reportable segment consisting of operating auction marketplaces for sellers and buyers of surplus, salvage and scrap assets. In fiscal year 2015, approximately 7.8% of the Company's revenue was generated outside of the U.S. The Company's operations are subject to certain risks and uncertainties associated with technology-oriented companies including, but not limited to, the Company's dependence on use of the Internet, the effect of general business and economic trends, its susceptibility to rapid technological change, actual and potential competition by entities with greater financial resources, and the potential for the U.S. Government agencies from which the Company has derived a significant portion of its inventory to change the way they conduct their surplus disposition or to otherwise not renew their contracts with the Company. The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price ( i.e. , working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management's judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is determined using the specific identification method. Charges for unsellable inventory are included in cost of goods sold in the period in which they have been determined to occur. Property and Equipment Property and equipment is recorded at cost, and depreciated and amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three years Furniture and fixtures Five to seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Intangible Assets Intangible assets primarily consist of contract acquisition costs, covenants not to compete, and other intangible assets associated with acquisitions. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years. Impairment of Long-Lived Assets Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. Goodwill Goodwill is reviewed for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant customer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. Revenue is also evaluated for reporting revenue of gross proceeds as the principal in the arrangement or net of commissions as an agent. In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, LS recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under LS's profit-sharing model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, revenue is recognized based on the sales commissions that are paid to the Company by the sellers for utilizing LS's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells, and reports such amounts under the net method in its Consolidated Statements of Operations. Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the supplier's original acquisition cost under the Surplus Contract and certain commercial contracts, at a percentage of the supplier's last retail price under certain commercial contracts, and at a fixed price per pound that varies depending on the type of the inventory purchased under the Scrap Contract. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government customers when it receives only sales commission revenue and, as such, recognizes no cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs and amounts paid by customers for shipping and handling. Risk Associated with Certain Concentrations The Company does not perform credit evaluations for the majority of its buyers. However, substantially all sales are recorded subsequent to payment authorization being received. As a result, the Company is not subject to significant collection risk, as most goods are not shipped before payment is received. For consignment sales transactions, funds are collected from buyers and are held by the Company on the sellers' behalf. The funds are included in cash and cash equivalents in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as customer payables in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. A valuation allowance is provided to reduce the deferred tax assets to a level that the Company believes will more likely than not be realized. The resulting net deferred tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis. Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company's common stock on the date of grant. The determination of the fair value of the Company's stock option awards, stock appreciation rights, and restricted stock awards is based on a variety of factors including, but not limited to, the Company's common stock price, expected stock price volatility over the expected life of awards based on historical realized volatility, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from materially these estimates. The Company issues restricted stock awards where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock awards that contain performance vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period. For awards to non-employees (who are not directors), the Company records compensation cost as the performance condition is met. The Company presents the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows. Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $5,331,000, $7,229,000, and $4,560,000 for the years ended September 30, 2015, 2014 and 2013, respectively. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and customer payables reported in the Consolidated Balance Sheets approximate their fair values. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2013, 2014 and 2015 are included in interest expense and other expense (income), net in the consolidated statements of operations. Earnings per Share Basic net income attributable to common stockholders per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had 1,543,869 unvested restricted shares, which were issued at prices ranging from $7.48 -$52.55, during the years ended September 30, 2013, 2012, 2011, 2010, and 2009, of which 383,831 have been included in the calculation of diluted income per share for the year ended September 30, 2013. The Company had 1,897,827 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2014, 2013, 2012, 2011, 2010, and 2008, of which 341,137 have been included in the calculation of diluted income per share for the year ended September 30, 2014. The Company had 2,367,187 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2015, 2014, 2013, 2012, 2011, 2010, and 2008, of which 795,923 have been included in the calculation of diluted income per share for the year ended September 30, 2015. The Company has also not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods: (a) for the fiscal year ended September 30, 2015 - 1,256,345 options; (b) for the fiscal year ended September 30, 2014 - 836,303 options; and (c) for the fiscal year ended September 30, 2013 - 151,291 options. The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: September 30, 2015 2014 2013 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ Basic (loss) earnings per common share $ ) $ $ Diluted (loss) earnings per common share $ ) $ $ Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard that will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB delayed the effective date of the new standard such that the new standard will be effective for the Company beginning on October 1, 2018, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the consolidated financial statements and related disclosures. As a result, the Company's evaluation of the effect of the new standard will likely extend over several future periods. In April 2014, FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The amendments in this update also require expanded disclosures for discontinued operations. In addition, for individually significant components of an entity that does not qualify for discontinued operations reporting, the Update requires the entity to disclose the pretax profit or loss of the component. Publicly-traded entities are required to prospectively apply this guidance for all disposals (or classifications as held for sale) of components that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has evaluated and early adopted the new standard for purposes of reporting the disposal of Jacobs Trading Company pursuant to a purchase and sale agreement on September 22, 2015. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , which amends existing guidance by requiring that additional information be disclosed about items reclassified out of accumulated other comprehensive income. The additional information includes separately stating the total change for each component of other comprehensive income and separately disclosing both current-period other comprehensive income and reclassification adjustments. Entities are also required to present, either on the face of the income statement or in the note to the financial statements, significant amounts reclassified out of accumulated other comprehensive income as separate line items of net income but only if the entire amount reclassified must be reclassified to net income in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity must cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 was effective for interim and annual periods beginning after December 15, 2013, which for the Company was its fiscal 2014 first quarter. The adoption of this update did not have a material impact on its financial statements. |
Significant Contracts
Significant Contracts | 12 Months Ended |
Sep. 30, 2015 | |
Significant Contracts | |
Significant Contracts | 3. Significant Contracts DLA Disposition Services The Company has a Surplus Contract with the DLA Disposition Services in which the base term expired in February 2012 with two one year renewal options. The DoD has exercised both renewal options. In January 2014, the DoD awarded the Company with a follow-on contract to extend the terms of the Surplus Contract for a base term of ten months with two one-month renewal option periods. On December 3, 2014, the DoD exercised the two one-month renewal option periods. In February 2015, the DoD awarded the Company a second follow-on contract to the second Surplus Contract for a base term of six months with three 30-day additional option periods. The DoD has exercised all three 30-day renewal option periods. On November 13, 2015, the DLA Disposition Services notified the Company that they were amending the current Surplus Contract to extend the wind-down period by an additional ten months to allow for the continued processing of usable non-rolling stock surplus property. All other terms, including pricing, remain consistent with the current Surplus Contract. Under the current Surplus Contract, the Company is required to purchase all usable surplus property offered to the Company by the Department of Defense at a fixed percentage equal to 1.8% of the DoD's original acquisition value (OAV). The Company retains 100% of the profits from the resale of the property and bears all of the costs for the merchandising and sale of the property. Included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet, the Company has a liability to the DoD of approximately $2,026,000 and $19,545,000 for inventory as of September 30, 2015 and 2014, respectively. The Surplus Contract contains a provision providing for a mutual termination of the contract for convenience. As a result of the current Surplus Contract, the Company is the sole remarketer of all DoD surplus turned into the DLA Disposition Services available for sale within the United States, Puerto Rico, and Guam. Revenue from the current Surplus Contract accounted for 27.7%, 26.8%, and 24.7% of our consolidated revenue for the fiscal years ended September 30, 2013, 2014, and 2015, respectively. The DoD, in accordance with the award of the next Surplus Contract, split the contract into a rolling stock and a non-rolling stock contract, with bidding on these two surplus contracts held on April 1 and 2, 2014. On April 1, 2014, the Company was the high bidder for the non-rolling stock surplus contract with a bid equal to 4.35% of the DoD's OAV. The non-rolling stock surplus contract has a base term of two years with four one-year renewal options. Following the bidding event on April 2, 2014 for the DoD rolling stock contract, the Company withdrew from the live auction bidding for this contract. Bidding had reached a level that the Company determined would be economically unsustainable under the terms of the new contract, jeopardizing the high level of service the Company has historically provided the agency client. The price the Company will pay for inventory under the new non-rolling stock contract is expected to increase from 1.8% to 4.35% of OAV, resulting in significantly higher Cost of Goods Sold (COGS) in fiscal year 2016 and beyond. This Surplus Contract became effective November 14, 2015. The Company has a Scrap Contract with the DLA Disposition Services in which the base term expired in June 2012 with three one year renewal options. The DoD has exercised all three renewal options. Under the terms of the Scrap Contract, the Company is required to purchase all scrap government property referred to it by the DLA Disposition Services. The Company distributes to the DLA Disposition Services 77% of the profits realized from the ultimate sale of the inventory, after deduction for allowable expenses, as provided for under the terms of the contract. The Contract also has a performance incentive that allows it to receive up to an additional 2% of the profit sharing distribution. This incentive is measured annually on June 30 th , and is applied to the prior 12 months. The Company earned a performance incentive for the years ended September 30, 2015, 2014 and 2013 of approximately $1,123,000, $1,326,000, and $1,265,000, respectively. Effective June 9, 2015, modifications were made to the principal terms of the Scrap Contract including that (i) contract pricing will be adjusted to reflect a 65% profit sharing distribution to the DLA Disposition Services; (ii) DLA Disposition Services may elect to terminate portions of the Scrap Contract by location with a 90-day notification required; and (iii) DLA Disposition Services may elect to terminate portions of the Scrap Contract by certain commodity categories with a 60-day notification required; provided that no such termination shall be effective sooner than October 8, 2015. The modifications to the Scrap Contract included the elimination of the small business performance incentive. For the years ended September 30, 2015, 2014 and 2013, profit-sharing distributions to the DLA Disposition Services under the Scrap Contract were $28,093,000, $34,935,000, and $35,944,000, including accrued amounts, as of September 30, 2015, 2014, and 2013, of $2,509,000, $4,740,000, and $4,315,000, respectively. The Scrap Contract may be terminated by either the Company or the DLA Disposition Services if the rate of return performance ratio does not exceed specified benchmark ratios for two consecutive quarterly periods and the preceding twelve months. The Company has performed in excess of the benchmark ratios throughout the contract period through September 30, 2015. As a result of the Scrap Contract, the Company is the sole remarketer of all U.S. Department of Defense scrap turned into the DLA Disposition Services available for sale within the United States, Puerto Rico, and Guam. Revenue from the Scrap Contract accounted for 13.5%, 14.4%, and 15.3% of our consolidated revenue for the fiscal years ended September 30, 2013, 2014, and 2015, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2015 | |
Acquisitions | |
Acquisitions | 4. Acquisitions National Electronic Service Association (NESA) On November 1, 2012, the Company acquired the assets and assumed liabilities of National Electronic Service Association (NESA) in an all cash transaction. The acquisition price included an upfront cash payment of approximately $18.3 million and an earn-out payment. Under the terms of the agreement, the earn-out is based on EBITDA earned by NESA during the 36-48 months after closing. EBITDA growth used in the calculation is capped at 20% of prior period. The Company's estimate for the total payout ranged from zero to a maximum of $37.7 million. The Company's estimate of the fair value of the earn-out as of the date of acquisition was $18.0 million. Based upon revised projections, the Company determined that the fair value of the earn-out as of June 30, 2014 was zero and reversed the liability of $18.6 million with a corresponding reduction (credit) in the Acquisition Costs line in the Consolidated Statement of Operations for the year ended September 30, 2014. The Company continues to believe the fair value of the earn-out is zero as of September 30, 2015. NESA is a Canadian provider of returns management, refurbishment and reverse logistics services for high-value consumer products. NESA provides expertise and focused services to Fortune 1000 companies in the management of Consumer Electronics, Telecommunications, and Information Technology products. Under the acquisition method of accounting, the total estimated purchase price is allocated to NESA's net tangible and intangible assets acquired based on their estimated fair values as of November 1, 2012. Based on management's valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price was allocated as follows: Consideration Amount (in thousands) Cash $ Goodwill Vendor contract intangible asset Covenants not to compete Other intangible asset Property and equipment Accrued liabilities ) Total consideration $ Goodwill was created as part of the acquisition as the Company acquired an experienced and knowledgeable workforce, 75% of which is expected to be tax deductible as a result of the asset purchase structure of the transaction. The amount of revenue from NESA since the acquisition date and related supplemental pro forma information is not significant and it is impracticable for us to determine the amount of earnings for NESA. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2015 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2015 2014 (in thousands) Computers and purchased software $ $ Office/Operational equipment Furniture and fixtures Vehicles Leasehold improvements Building — Land — Less: Accumulated depreciation and amortization ) ) $ $ Depreciation and amortization expense related to property and equipment for the years ended September 30, 2015, 2014 and 2013 was $6,130,000, $5,623,000, and $5,696,000, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill. | |
Goodwill | 6. Goodwill The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. As of December 31, 2014, the Company identified indicators of impairment and as a result performed an impairment test which resulted in an impairment of $85.1 million. As part of the Company's annual impairment test, the Company identified indicators of impairment and as a result performed an impairment test and concluded as part of the step one test that the carrying values of both of the Company's two reporting units exceeded their estimated fair values. As a result of the step two test, the Company recorded an impairment charge of $51.2 million during the fourth quarter of fiscal year 2015. The Company performed the step two test using the discounted cash flow method. The following summarizes our goodwill activity for the periods indicated: Goodwill (in thousands) Balance at September 30, 2013 $ Translation adjustments ) Balance at September 30, 2014 Impairment charge ) Business dispostion ) Translation adjustments ) Balance at September 30, 2015 $ Goodwill impairment losses as of September 30, 2015, were $136.2 million and were the result of the termination of the Wal-Mart Agreement, cessation of operations of NESA, and decline in market capitalization. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2015 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets Intangible assets at September 30, 2015 and September 30, 2014 consisted of the following: September 30, 2015 September 30, 2014 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Contract intangibles $ $ — $ $ $ ) $ Brand and technology 3 - 5 ) ) Covenants not to compete 3 - 5 ) ) Patent and trademarks 3 - 10 ) ) Total intangible assets, net $ $ Future expected amortization of intangible assets at September 30, 2015 was as follows: Years ending September 30, Amortization (in thousands) 2016 $ 2017 2018 2019 2020 and after Total $ Amortization expense related to intangible assets for the years ended September 30, 2015, 2014 and 2013 was $3,105,000, $10,972,000, and $11,678,000, respectively. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2015 | |
Debt | |
Debt | 8. Debt Senior Credit Facility In 2010, the Company entered into a senior credit facility (the Agreement) with a bank, which provides for borrowings up to $75.0 million, as amended. On May 1, 2015, the Company amended this credit facility extending the term to May 31, 2018. Borrowings under the Agreement bear interest at an annual rate equal to the 30 day LIBOR rate plus 1.25% (1.451% at September 30, 2015) due monthly. As of September 30, 2015, the Company had no outstanding borrowings under the Agreement, and the Company's borrowing availability was $37.5 million, of which the Company has used $13.9 million for issued letters of credit. Borrowings under the Agreement are secured by substantially all of the assets of the Company. The Agreement contains certain financial and non-financial restrictive covenants including, among others, the requirements to maintain a minimum level of earnings before interest, income taxes, depreciation and amortization (EBITDA) and a minimum debt coverage ratio. As of September 30, 2015, the Company was in compliance with these covenants. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2015 | |
Commitments | |
Commitments | 9. Commitments Leases The Company leases certain office space and equipment under non-cancelable operating lease agreements, which expire at various dates through 2021. Certain of the leases contain escalation clauses and provide for the pass-through of increases in operating expenses and real estate taxes. Rent related to leases that have escalation clauses is recognized on a straight-line basis. Resulting deferred rent charges are included in other long-term liabilities and were $1,151,000 and $1,113,000, at September 30, 2015 and 2014, respectively. Future minimum payments under the leases as of September 30, 2015 are as follows: Years ending September 30, Operating Lease Payments (in thousands) 2016 $ 2017 2018 2019 2020 2021 Total future minimum lease payments $ Rent expense for the years ended September 30, 2015, 2014 and 2013 was $12,528,000, $12,099,000, and $11,236,000, respectively. |
401(k) Benefit Plan
401(k) Benefit Plan | 12 Months Ended |
Sep. 30, 2015 | |
401(k) Benefit Plan | |
401(k) Benefit Plan | 10. 401(k) Benefit Plan The Company has a retirement plan (the Plan), which is intended to be a qualified plan under Section 401(k) of the Internal Revenue Code. The Plan is a defined contribution plan available to all eligible employees and allows participants to contribute up to the legal maximum of their eligible compensation, not to exceed the maximum tax-deferred amount allowed by the Internal Revenue Service. The Plan also allows the Company to make discretionary matching contributions. For the years ended September 30, 2015, 2014 and 2013, the Company contributed and recorded expense of approximately $2,434,000, $2,680,000, and $2,382,000, respectively, to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The components of the provision for income taxes of continuing operations are as follows: Year ended September 30, 2015 2014 2013 (in thousands) Current tax provision: U.S. Federal $ ) $ $ State ) Foreign ) Deferred tax (benefit) expense: U.S. Federal ) ) State ) ) ) Foreign ) ) ) Total provision $ ) $ $ Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: September 30, 2015 2014 (in thousands) Deferred tax assets: Net operating losses—Foreign $ $ Net operating losses—US Accrued vacation and bonus Inventory capitalization Inventory reserves Allowance for doubtful accounts Stock compensation expense Amortization of intangibles Pension liability — Other Total deferred tax assets before valuation allowance Less: valuation allowance ) ) Net deferred tax assets Deferred tax liabilities: Amortization of goodwill Depreciation Pension liability — Total deferred tax liabilities $ $ Net deferred taxes $ $ The net current deferred tax asset of approximately $10,059,000, and $12,321,000 is recorded in prepaid and deferred taxes on the consolidated balance sheet as of September 30, 2015 and 2014, respectively. The net non-current deferred tax asset of approximately $5,871,000 and $6,160,000 is recorded in deferred tax assets and other assets on the consolidated balance sheet as of September 30, 2015 and 2014 respectively. The net non-current deferred tax liability of approximately $2,031,000 and $4,217,000 is recorded in other liabilities on the consolidated balance sheet as of September 30, 2015 and 2014 respectively. The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year ended September 30, 2015 2014 2013 U.S. statutory rate % % % Permanent items ) State taxes Net foreign rate differential ) ) ) Change in valuation allowance ) Provision for income taxes % % % At September 30, 2015 and 2014, the Company had deferred tax assets related to available foreign net operating loss (NOL) carryforwards of approximately $8,586,000 and $6,426,000, respectively. All but approximately $455,000 of our foreign NOLs maintain an indefinite carry forward life. The NOLs with limited carryforward periods will expire beginning in 2017 through 2035. Due to historic losses of those foreign entities, the Company does not believe that it is more likely than not that the related deferred tax assets will be realized and a full valuation allowance has been recorded. In addition, the Company also recorded a deferred tax asset of $9,534,000 related to NOL carryforwards related to its loss from its sale of the Jacobs Trading business. These NOL carryforwards expire in 2035. The Company will adjust these NOL carryforwards and the related valuation allowance as the related tax returns are filed. The Company has incurred a current U.S. tax loss of approximately $112,085,000 of which $91,759,000 will be carried back to 2013 and 2014 to recover approximately $32,115,000 and $1,376,000 of federal and state taxes respectively. The Company has not recorded a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of such undistributed foreign earnings was approximately $12.0 million as of September 30, 2015. As of September 30, 2015 and 2014, approximately $23.6 million and $9.3 million, respectively, of cash and cash equivalents was held overseas and not available to fund domestic operations without incurring taxes upon repatriation. The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis. The Company's policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions, primarily Canada and the U.K. Currently, the Company is subject to income tax examinations for fiscal years 2012, 2013, and 2014. The Company anticipates no material tax liability to arise from these examinations. The statute of limitations for years prior to fiscal 2012 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2012 may be adjusted upon examination by tax authorities if they are utilized. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | 12. Stockholders' Equity 2006 Omnibus Long-Term Incentive Plan In conjunction with the Company's initial public offering, the board of directors and the Company's stockholders approved the 2006 Omnibus Long-Term Incentive Plan, or the 2006 Plan, on December 2, 2005. The 2005 Stock Option and Incentive Plan was terminated when the 2006 Plan became effective, immediately after the closing of the initial public offering. A portion of the options and restricted shares granted to employees vest based on certain performance conditions being satisfied by the Company. Performance-based stock options are tied to the Company's annual performance against pre-established internal targets and the actual payout under these awards may vary from zero to 100% of an employee's target payout, based upon the Company's actual performance during the previous twelve months. The performance-based stock options are also subject to vesting requirements and generally vest when the performance condition has been satisfied. The fair value for stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model, as described in Note 2, and the fair value of restricted shares granted is based on the closing price of the shares on the grant date. Compensation cost is recognized when the performance condition has been satisfied or when it becomes probable that the performance condition will be satisfied. Under the 2006 Plan, as amended, 10,000,000 shares were available for issuance. At September 30, 2009, there were 5,189,996 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2010, the Company granted options to purchase 624,566 shares to employees and directors with exercise prices between $9.05 and $13.96, and options to purchase 75,467 shares were forfeited. During fiscal year 2010, the Company granted 699,410 restricted shares to employees and directors at prices ranging from $9.05 to $13.96, and 45,026 restricted shares were forfeited. At September 30, 2010, there were 3,986,513 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2011, the Company granted options to purchase 321,072 shares to employees and directors with exercise prices between $14.30 and $17.02, and options to purchase 73,591 shares were forfeited. During fiscal year 2011, the Company granted 736,340 restricted shares to employees and directors at prices ranging from $12.88 to $25.52, and 150,112 restricted shares were forfeited. During fiscal year 2012, the Company granted options to purchase 181,783 shares to employees and directors with exercise prices between $31.37 and $42.31, and options to purchase 78,148 shares were forfeited. During fiscal year 2012, the Company granted 633,647 restricted shares to employees and directors at prices ranging from $31.37 to $52.55, and 138,052 restricted shares were forfeited. During the twelve months ended September 30, 2012, the Company issued 100,000 restricted shares to a non-employee that vest based on performance conditions. During fiscal year 2013, the Company granted options to purchase 171,994 shares to employees and directors with exercise prices between $29.47 and $46.72, and options to purchase 32,244 shares were forfeited. During fiscal year 2013, the Company granted 997,857 restricted shares to employees and directors at prices ranging from $29.47 to $42.47, and 403,083 restricted shares were forfeited. During the twelve months ended September 30, 2013, the Company issued 335,000 restricted shares and cancelled 281,500 restricted shares to a non-employee that vest based on performance conditions. During fiscal year 2014, the Company granted options to purchase 437,755 shares to employees and directors with exercise prices between $21.53 and $31.37, and options to purchase 181,094 shares were forfeited. During fiscal year 2014, the Company granted 1,040,748 restricted shares to employees and directors at prices ranging from $13.11 to $38.09, and 250,586 restricted shares were forfeited. In February 2015, at the Company's annual meeting of stockholders, the stockholders approved an amendment to the Plan which provided for an increase of 3,000,000 shares of the Company's common stock to the shares available for issuance under the 2006 Plan and established a fungible share pool so that grants of awards other than options or stock appreciation rights after January 9, 2015, would be counted as 1.5 shares from the reserve. During fiscal year 2015, the Company granted options to purchase 310,177 shares to employees and directors with exercise prices between $9.35 and $10.41, and options to purchase 288,572 shares were forfeited. During fiscal year 2015, the Company granted 1,298,604 restricted shares to employees and directors at prices ranging from $9.35 to $12.57, and 486,040 restricted shares were forfeited. At September 30, 2015, there were 2,364,472 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During the fiscal year ended September 30, 2015, the Company issued 737,972 cash-settled stock appreciation rights, at the price of $9.35, and 59,156 cash-settled stock appreciation rights were forfeited. Stock appreciation rights are recorded as liability awards. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2006 Plan to any person is 1,000,000 per year. The maximum number of shares that can be awarded under the 2006 Plan to any person, other than pursuant to an option or stock appreciation right, is 700,000 per year. These shares and options generally vest over a period of one to four years conditioned on continued employment for the incentive period. The 2006 Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options ("non-qualified stock options"). The exercise price of each stock option may not be less than 100% of the fair market value of the common stock on the date of grant. However, if a grant recipient, who holds at least 10% of the common stock of the Company, receives an incentive stock option, the exercise price of such incentive stock option may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each stock option is fixed by the compensation committee and may not exceed 10 years from the date of grant. The compensation committee may also award under the 2006 Plan: • restricted stock, which are shares of common stock subject to restrictions; • stock units, which are common stock units subject to restrictions; • dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock; • stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the compensation committee and subject to applicable law, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; • unrestricted stock, which are shares of common stock granted without restrictions as a bonus; and • performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee (the compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria set forth in the 2006 Plan). Share Repurchase Program The Company's Board of Directors has approved the repurchase of up to $101.9 million in shares under a share repurchase program. Under the program, the Company is authorized to repurchase the issued and outstanding shares of common stock. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time, and will be funded using the Company's available cash. The Company's Board of Directors reviews the share repurchase program periodically, the last such review having occurred in February 2014. A summary of the Company's share repurchase activity from fiscal year 2009 to the year ended September 30, 2015 is as follows: Fiscal Year Period Total Number of Shares Purchased Average Price Paid per Share Total Cash Paid for Shares Purchased Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) 2009 $ $ $ 2010 $ 2011 $ 2012 $ 2013 — — — 2014 $ 2015 — — — $ (1) On December 2, 2008, the Company's Board of Directors approved a share repurchase program, under which the Company was authorized to repurchase up to $10.0 million of the issued and outstanding shares of Company common stock. On each of February 2, 2010, November 30, 2010 and May 31, 2011, the Company's Board of Directors approved an additional $10.0 million for the share repurchase program. On May 17, 2012, the Company's Board of Directors approved an additional $30.0 million for the share repurchase program. On December 12, 2013, the Company's Board of Directors approved an additional approximately $12.9 million for the share repurchase program. On February 5, 2014, the Company's Board of Directors approved an additional $19.0 million for the share repurchase program. Stock Option Activity A summary of the Company's stock option activity for the years ended September 30, 2015, 2014, and 2013 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2012 $ Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2013 Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2014 Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2015 Options exercisable at September 30, 2015 The following table summarizes information about options outstanding at September 30, 2015: Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $7.48 $ $8.40 - $46.72 $ The following table summarizes information about options exercisable at September 30, 2015: Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $46.72 $ The following table summarizes information about assumptions used in valuing options granted: Year ended September 30 2015 2014 2013 Dividend yield — — — Expected volatility 71.9% - 77.9% 51.8% - 60.6% Risk-free interest rate 0.26% - 1.4% 0.1% - 1.2% 0.1% - 1.0% Expected forfeiture rate 22.2% - 22.8% The intrinsic value of outstanding and exercisable options at September 30, 2015 was approximately $2,000 and $2,000, respectively, based on a stock price of $7.39 on September 30, 2015. The weighted average grant date fair value of options granted during 2015, 2014, and 2013 was $4.89, $7.89, and $12.98, respectively. The intrinsic value of options exercised at September 30, 2015, 2014, and 2013 was approximately $4,000, $1,119,000, and $4,943,000, respectively. Restricted Share Activity A summary of the Company's restricted share activity for the years ended September 30, 2015, 2014, and 2013 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2012 $ Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2013 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2014 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2015 For the years ended September 30, 2015, 2014 and 2013 the Company recorded stock-based compensation of $12,405,000, $12,605,000, and $13,379,000, respectively. The total costs related to unvested awards, not yet recognized, as of September 30, 2015 was $28,666,000, which will be recognized over the weighted average vesting period of 20.3 months. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurement | |
Fair Value Measurement | 13. Fair Value Measurement The Company measures and records in the accompanying consolidated financial statements certain liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 Quoted market prices in active markets for identical assets or liabilities; Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. As of September 30, 2015 and 2014, the Company had no Level 1 or Level 2 assets or liabilities measured at fair value. As of September 30, 2013, the Company's liability for an earn-out related to the NESA acquisition of $18,390,000 is the only liability measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy. Based upon revised projections and as a result of unfavorable developments in the business, the Company determined that the fair value of the earn-out relates to the NESA acquisition as of June 30, 2014 was zero and reversed the liability of $18.6 million. The Company continues to believe that the fair value of the earn-out related to the NESA acquisition is zero as of September 30, 2015. The changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2015 are as follows ($ in thousands): Level 3 Liabilities Balance at September 30, 2013 $ Acquisition contingent consideration — Settlements — Change in fair value of contingent consideration ) Balance at September 30, 2014 — Acquisition contingent consideration — Settlements — Change in fair value of contingent consideration — Balance at September 30, 2015 $ — When valuing its Level 3 liabilities, the Company gives consideration to operating results, financial condition, economic and/or market events, and other pertinent information that would impact its estimate of the expected earn-out payment. The valuation procedures are primarily based on management's projection of EBITDA for the acquired businesses and applying a discount to the expected earn out payments to estimate fair value. Discount rates range from 2.0% to 6.0% and are based on the Company's cost of borrowing. Given the short-term nature of the earn-out periods, changes in the discount rate are not expected to have a material impact on the fair value of these liabilities. Because of the inherent uncertainty, this estimated value may differ significantly from the value that would have been used had a ready market for the liability existed, and it is reasonably possible that the difference could be material. Changes in fair value of the Company's Level 3 liabilities are recorded in Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets in the Consolidated Statements of Operations. The Company's financial assets not measured at fair value are cash and cash equivalents (which includes cash and commercial paper with original maturities of less than 90 days). The Company believes the carrying value approximates fair value due to the short term maturity of these instruments. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 12 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Pension Plan | |
Defined Benefit Pension Plan | 14. Defined Benefit Pension Plan Certain employees of GoIndustry, which the Company acquired in July 2012, are covered by a qualified defined benefit pension plan. The Company recognizes the funded status of its postretirement benefit plans, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders' equity. The funded status is measured as the difference between the fair value of the plan's assets and the benefit obligation of the plan. The net periodic benefit cost recognized for the years ended September 30, 2015, 2014 and 2013, included the following components: Qualified Defined Benefit Pension Plan Year ended September 30, 2015 2014 2013 (in thousands) Interest cost $ $ $ Expected return on plan assets ) ) ) Total net periodic benefit cost $ ) $ ) $ — The following table provides a reconciliation of benefit obligations, plan assets, and funded status related to the Company's qualified defined benefit pension plan for the years ended September 30, 2015 and September 30, 2014: Qualified Defined Benefit Pension Plan Year ended September 30, 2015 2014 (in thousands) Change in benefit obligation Beginning balance $ $ Interest cost Benefits paid ) ) Actuarial (gain)/loss ) Foreign currency exchange rate changes ) Ending balance $ $ Qualified Defined Benefit Pension Plan Year ended September 30, 2015 2014 (in thousands) Change in plan assets Beginning balance at fair value $ $ Actual return on plan assets Benefits paid ) ) Employer's contributions Foreign currency exchange rate changes ) ) Ending balance at fair value $ $ Overfunded (underfunded) status of the plan $ $ ) The accrued pension asset of $0.5 million is recorded in Other long-term assets in the Consolidated Balance Sheet. Because the plan is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, and totals $24,069,000 and $27,527,000 at September 30, 2015 and September 30, 2014, respectively. The amount recognized in other comprehensive loss related to the Company's qualified defined benefit pension plan, net of tax, for the year ended September 30, 2015 and September 30, 2014, is shown in the following table: Qualified Defined Benefit Pension Plan Year ended September 30, 2015 2014 (in thousands) Accumulated OCI Accumulated OCI at beginning of year $ ) $ ) New actuarial (gains)/losses ) Accumulated OCI at end of year $ ) $ ) Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during 2015 based on September 30, 2015 plan measurements are $0. The plan complies with the funding provisions of the UK Pensions Act 2004 and the Occupational Pension Schemes Regulations Act 2005. In fiscal year 2016, the Company expects to contribute $1.6 million to the plan. In addition, the Company expects to make the following pension plan contributions over the next 10 years: Plan Contributions (in thousands) Year ending September 30, 2016 $ 2017 2018 2019 2020 — 2021 through 2025 — Total $ Actuarial Assumptions The actuarial assumptions used to determine the benefit obligations at September 30, 2015 and September 30, 2014, and to determine the net periodic benefit cost for the year were as follows: Qualified Defined Benefit Pension Plan 2015 2014 Discount rate % % Expected return on plan assets % % Increases to non-GMP pensions in payment accrued pre 4/6/97 % % Increases to non-GMP pensions in payment accrued post 4/6/97 % % Rate of increases to deferred CPI linked benefits % % Rate of increases to deferred RPI linked benefits % % Mortality—90% of S1NxA tables, projected in line with 2014 CMI projection model and 1.0% p.a long-term rate of improvement. Estimated Future Benefit Payments The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2016 $ 2017 2018 2019 2020 2021 through 2025 Total $ Fair Value Measurements The investment policy and strategy of the plan assets, as established by the Trustees of the plan, strive to maximize the likelihood of achieving primary objectives of the investment policy established for the plan. The primary objectives are: 1) Funding—to ensure that the Plan is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account the financial covenant of the employer; 2) Stability—to have due regard to the likely level and volatility of required contributions when setting the Plan's investment strategy; and 3) Security—to ensure that the solvency position of the Plan is expected to improve. The Trustees will take into account the strength of employer's covenant when determining the expected improvement in the solvency position of the Plan. Assets were initially invested based on the target allocations stated below. The assets are allocated among equity investments and fixed income securities. The Trustees review the investment policy on an ongoing basis, to determine whether a change in the policy or asset allocation targets is necessary. The assets are not rebalanced and consisted of the following as of September 30, 2015: Target Allocation Actual 2015 Equity securities % % Fixed-income securities % % Cash equivalents % % Total % % The class of equity securities consists of one pooled fund whose strategy is to invest in approximately 70% UK company shares (domestic) and 30% international equity securities. The class of fixed-income securities consists of one pooled fund whose strategy is to invest in a limited number of government and corporate bonds. The expected long-term rate of return for the plan's total assets is based on the expected returns of each of the above categories, weighted based on the current target allocation for each class. The Trustees evaluate whether adjustments are needed based on historical returns to more accurately reflect expectations of future returns. The Company is required to present certain fair value disclosures related to its postretirement benefit plan assets, even though those assets are not included on the Company's Consolidated Balance Sheets. The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy, which has three levels based on reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. Balance as of September 30, 2015 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ $ — $ Fixed-income securities — — Cash equivalents — — Total $ $ $ — $ Valuation Techniques The Company relies on pricing inputs from investment fund managers to value investments. The fund manager prices the underlying securities using independent external pricing sources, or determined according to approved pricing policies in circumstances where independent sources are not available. |
Guarantees
Guarantees | 12 Months Ended |
Sep. 30, 2015 | |
Guarantees | |
Guarantees | 15. Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (UK) Limited (the "Subsidiary") and the Trustees (the "Trustees") of the Henry Butcher Pension Fund and Life Assurance Scheme (the "Scheme"). Under the arrangement, the Company irrevocably and unconditionally (a) guarantees to the Trustees punctual performance by the Subsidiary of all its Guaranteed Obligations, defined as all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally in any capacity whatsoever) of the Company to make payments to the Scheme up to a maximum of 10 million British pounds, (b) undertakes with the Trustees that, whenever the Subsidiary does not pay any amount when due in respect of its Guaranteed Obligations, it must immediately on demand by the Trustees pay that amount as if it were the principal obligor; and (c) indemnifies the Trustees as an independent and primary obligation immediately on demand against any cost, charge, expense, loss or liability suffered or incurred by the Trustees if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the cost, charge, expense, loss or liability under this indemnity will be equal to the amount the Trustees would otherwise have been entitled to recover on the basis of a guarantee. The guarantee is a continuing guarantee that will extend to the ultimate balance of all sums payable by the Company in respect of its Guaranteed Obligations. |
Business Realignment Expenses
Business Realignment Expenses | 12 Months Ended |
Sep. 30, 2015 | |
Business Realignment Expenses | |
Business Realignment Expenses | 16. Business Realignment Expenses On October 1, 2014, the Company announced that it had realigned its workforce in response to the new terms and scope of its DoD (third) Surplus Contract for non-rolling stock and to adjust for the efficiencies realized in its commercial business through ongoing integration efforts to support the future vision and growth of the Company. The business realignment included employee reductions across the organization. Business realignment expenses during the fiscal year ended September 30, 2014, included costs of $1.8 million in employee severance and benefit costs. In September 2015, the Company evaluated its business realignment effort which resulted in a net increase of $0.3 million in accrued expense primarily due to timing changes in commencement of the third DoD Surplus Contract and the delay in the wind-down of the NESA business. The table below sets forth the significant components and activity in the business realignment initiatives during the fiscal year ended September 30, 2015 Liability Balance at September 30, 2014 Business Realignment Expenses Cash Payments Foreign Currency Adjustment Liability Balance at September 30, 2015 (in thousands) Employee severance and benefit costs for fiscal 2014 accrual $ $ ) $ ) $ ) $ Employee severance and benefit costs for fiscal 2015 accrual — — — Total $ $ $ ) $ ) $ The business realignment expenses are recorded in costs and expenses from operations in the statement of operations, and in accrued expenses and other current liabilities on the balance sheet as of September 30, 2014 and September 30, 2015. |
Termination of the Wal-Mart Agr
Termination of the Wal-Mart Agreement | 12 Months Ended |
Sep. 30, 2015 | |
Termination of the Wal-Mart Agreement | |
Termination of the Wal-Mart Agreement | 17. Termination of the Wal-Mart Agreement As a result of the acquisition of Jacobs Trading Company on October 1, 2011, the Company assumed the rights and obligations of Jacobs Trading Company under Seller's Master Merchandise Salvage Contract (the "Wal-Mart Agreement") dated May 13, 2011. On December 1, 2014, Wal-Mart provided the Company written notice (the "Termination Notice") terminating the Wal-Mart Agreement effective December 8, 2014. The Termination Notice alleged that the Company failed to comply with certain provisions under the Wal-Mart Agreement with respect to service level requirements and restrictions on the disposition of merchandise. The Company disputed these allegations and contested the termination of the Wal-Mart Agreement with Wal-Mart. As a result of negotiations with Wal-Mart, on January 22, 2015, a settlement was finalized whereby, in exchange for both parties waiving all respective claims against the other, Wal-Mart agreed to pay $7.5 million in damages. The payment was received from Wal-Mart in February 2015. |
Business Disposition
Business Disposition | 12 Months Ended |
Sep. 30, 2015 | |
Business Disposition | |
Business Disposition | 18. Business Disposition On September 30, 2015, the Company sold certain assets related to the Jacobs Trading business to a Buyer, Tanager Acquisitions, LLC. In connection with the disposition, the Buyer assumed certain liabilities related to the Jacobs Trading business. The Buyer issued the Company a five-year promissory note in the amount of $12.3 million. As a result of the disposition, during the three months ended September 30, 2015, the Company recorded a loss on the disposition of $8.0 million, determined as follows (in thousands): Carrying value of net assets disposed $ Carrying value of net liabilities disposed ) Buyer issued note ) Loss on sale of assets $ |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Sep. 30, 2015 | |
Legal Proceedings | |
Legal Proceedings | 19. Legal Proceedings On July 14, 2014, Leonard Howard filed a putative class action complaint in the United States District Court for the District of Columbia against the Company and its chief executive officer, chief financial officer, and chief accounting officer, on behalf of stockholders who purchased the Company's common stock between February 1, 2012, and May 7, 2014. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting the Company's growth initiative, growth potential, and financial and operating conditions, thereby artificially inflating its share price, and seeks unspecified compensatory damages and costs and expenses, including attorneys' and experts' fees. On October 14, 2014, the Court appointed Caisse de Dépôt et Placement du Québec and the Newport News Employees' Retirement Fund as co-lead plaintiffs. The Plaintiffs filed an amended complaint on December 15, 2014, which alleges substantially similar claims but which does not name the chief accounting officer as a defendant. The Company believes the allegations are without merit and on March 2, 2015, moved to dismiss the amended complaint for failure to state a claim or plead fraud with the requisite particularity. That motion was fully submitted as of June 1, 2015, and the Company is awaiting a decision by the Court. The Company cannot estimate a range of potential liability, if any, at this time. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Results (Unaudited) | |
Quarterly Results (Unaudited) | 20. Quarterly Results (Unaudited) The following table sets forth for the eight most recent quarters the selected unaudited quarterly consolidated statement of operations data. The unaudited quarterly consolidated statement of operations data has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. Three months ended Dec. 31, 2013 Mar. 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Mar. 31, 2015 June 30, 2015 Sept. 30, 2015 (in thousands, except share and per share data) Revenue from operations $ $ $ $ $ $ $ $ Income (loss) before provision for income taxes from operations $ $ $ $ ) $ $ ) $ ) Net income (loss) from operations $ $ $ $ ) $ ) $ $ $ ) Basic earnings (loss) per common share $ $ $ $ ) $ ) $ $ $ ) Diluted earnings (loss) per common share $ $ $ $ ) $ ) $ $ $ ) Basic weighted average shares outstanding Diluted weighted average shares outstanding |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2015 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (dollars in thousands) Balance at beginning of period Charged (credited) to expense Reductions Balance at end of period Deferred tax valuation allowance (deducted from net deferred tax assets) Year ended September 30, 2013 — Year ended September 30, 2014 — Year ended September 30, 2015 — Allowance for doubtful accounts (deducted from accounts receivable) Year ended September 30, 2013 Year ended September 30, 2014 Year ended September 30, 2015 Inventory allowance (deducted from inventory) Year ended September 30, 2013 Year ended September 30, 2014 — Year ended September 30, 2015 ) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. |
Business Combinations | Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price ( i.e. , working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management's judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. |
Inventory | Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is determined using the specific identification method. Charges for unsellable inventory are included in cost of goods sold in the period in which they have been determined to occur. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, and depreciated and amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three years Furniture and fixtures Five to seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated |
Intangible Assets | Intangible Assets Intangible assets primarily consist of contract acquisition costs, covenants not to compete, and other intangible assets associated with acquisitions. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. |
Goodwill | Goodwill Goodwill is reviewed for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant customer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. Revenue is also evaluated for reporting revenue of gross proceeds as the principal in the arrangement or net of commissions as an agent. In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, LS recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under LS's profit-sharing model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, revenue is recognized based on the sales commissions that are paid to the Company by the sellers for utilizing LS's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells, and reports such amounts under the net method in its Consolidated Statements of Operations. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the supplier's original acquisition cost under the Surplus Contract and certain commercial contracts, at a percentage of the supplier's last retail price under certain commercial contracts, and at a fixed price per pound that varies depending on the type of the inventory purchased under the Scrap Contract. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government customers when it receives only sales commission revenue and, as such, recognizes no cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs and amounts paid by customers for shipping and handling. |
Risk Associated with Certain Concentrations | Risk Associated with Certain Concentrations The Company does not perform credit evaluations for the majority of its buyers. However, substantially all sales are recorded subsequent to payment authorization being received. As a result, the Company is not subject to significant collection risk, as most goods are not shipped before payment is received. For consignment sales transactions, funds are collected from buyers and are held by the Company on the sellers' behalf. The funds are included in cash and cash equivalents in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as customer payables in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. A valuation allowance is provided to reduce the deferred tax assets to a level that the Company believes will more likely than not be realized. The resulting net deferred tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis. |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company's common stock on the date of grant. The determination of the fair value of the Company's stock option awards, stock appreciation rights, and restricted stock awards is based on a variety of factors including, but not limited to, the Company's common stock price, expected stock price volatility over the expected life of awards based on historical realized volatility, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from materially these estimates. The Company issues restricted stock awards where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock awards that contain performance vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period. For awards to non-employees (who are not directors), the Company records compensation cost as the performance condition is met. The Company presents the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows. |
Advertising Costs | Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $5,331,000, $7,229,000, and $4,560,000 for the years ended September 30, 2015, 2014 and 2013, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and customer payables reported in the Consolidated Balance Sheets approximate their fair values. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2013, 2014 and 2015 are included in interest expense and other expense (income), net in the consolidated statements of operations. |
Earnings per Share | Earnings per Share Basic net income attributable to common stockholders per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had 1,543,869 unvested restricted shares, which were issued at prices ranging from $7.48 -$52.55, during the years ended September 30, 2013, 2012, 2011, 2010, and 2009, of which 383,831 have been included in the calculation of diluted income per share for the year ended September 30, 2013. The Company had 1,897,827 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2014, 2013, 2012, 2011, 2010, and 2008, of which 341,137 have been included in the calculation of diluted income per share for the year ended September 30, 2014. The Company had 2,367,187 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2015, 2014, 2013, 2012, 2011, 2010, and 2008, of which 795,923 have been included in the calculation of diluted income per share for the year ended September 30, 2015. The Company has also not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods: (a) for the fiscal year ended September 30, 2015 - 1,256,345 options; (b) for the fiscal year ended September 30, 2014 - 836,303 options; and (c) for the fiscal year ended September 30, 2013 - 151,291 options. The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: September 30, 2015 2014 2013 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ Basic (loss) earnings per common share $ ) $ $ Diluted (loss) earnings per common share $ ) $ $ |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard that will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB delayed the effective date of the new standard such that the new standard will be effective for the Company beginning on October 1, 2018, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the consolidated financial statements and related disclosures. As a result, the Company's evaluation of the effect of the new standard will likely extend over several future periods. In April 2014, FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The amendments in this update also require expanded disclosures for discontinued operations. In addition, for individually significant components of an entity that does not qualify for discontinued operations reporting, the Update requires the entity to disclose the pretax profit or loss of the component. Publicly-traded entities are required to prospectively apply this guidance for all disposals (or classifications as held for sale) of components that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has evaluated and early adopted the new standard for purposes of reporting the disposal of Jacobs Trading Company pursuant to a purchase and sale agreement on September 22, 2015. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , which amends existing guidance by requiring that additional information be disclosed about items reclassified out of accumulated other comprehensive income. The additional information includes separately stating the total change for each component of other comprehensive income and separately disclosing both current-period other comprehensive income and reclassification adjustments. Entities are also required to present, either on the face of the income statement or in the note to the financial statements, significant amounts reclassified out of accumulated other comprehensive income as separate line items of net income but only if the entire amount reclassified must be reclassified to net income in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity must cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 was effective for interim and annual periods beginning after December 15, 2013, which for the Company was its fiscal 2014 first quarter. The adoption of this update did not have a material impact on its financial statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Computers and purchased software One to five years Office equipment Three years Furniture and fixtures Five to seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated |
Summary of potential outstanding common stock | September 30, 2015 2014 2013 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ Basic (loss) earnings per common share $ ) $ $ Diluted (loss) earnings per common share $ ) $ $ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
NESA | |
Acquisitions | |
Schedule of purchase price allocation | Consideration Amount (in thousands) Cash $ Goodwill Vendor contract intangible asset Covenants not to compete Other intangible asset Property and equipment Accrued liabilities ) Total consideration $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property and Equipment | |
Schedule of property and equipment, including equipment under capital lease obligations | September 30, 2015 2014 (in thousands) Computers and purchased software $ $ Office/Operational equipment Furniture and fixtures Vehicles Leasehold improvements Building — Land — Less: Accumulated depreciation and amortization ) ) $ $ |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill. | |
Summary of goodwill activity | Goodwill (in thousands) Balance at September 30, 2013 $ Translation adjustments ) Balance at September 30, 2014 Impairment charge ) Business dispostion ) Translation adjustments ) Balance at September 30, 2015 $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Intangible Assets | |
Schedule of intangible assets | September 30, 2015 September 30, 2014 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Contract intangibles $ $ — $ $ $ ) $ Brand and technology 3 - 5 ) ) Covenants not to compete 3 - 5 ) ) Patent and trademarks 3 - 10 ) ) Total intangible assets, net $ $ |
Schedule of future expected amortization of intangible assets | Years ending September 30, Amortization (in thousands) 2016 $ 2017 2018 2019 2020 and after Total $ |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments | |
Schedule of future minimum payments under leases | Years ending September 30, Operating Lease Payments (in thousands) 2016 $ 2017 2018 2019 2020 2021 Total future minimum lease payments $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Schedule of components of provision for income taxes of continuing operations | Year ended September 30, 2015 2014 2013 (in thousands) Current tax provision: U.S. Federal $ ) $ $ State ) Foreign ) Deferred tax (benefit) expense: U.S. Federal ) ) State ) ) ) Foreign ) ) ) Total provision $ ) $ $ |
Schedule of significant components of deferred tax assets and liabilities | September 30, 2015 2014 (in thousands) Deferred tax assets: Net operating losses—Foreign $ $ Net operating losses—US Accrued vacation and bonus Inventory capitalization Inventory reserves Allowance for doubtful accounts Stock compensation expense Amortization of intangibles Pension liability — Other Total deferred tax assets before valuation allowance Less: valuation allowance ) ) Net deferred tax assets Deferred tax liabilities: Amortization of goodwill Depreciation Pension liability — Total deferred tax liabilities $ $ Net deferred taxes $ $ |
Schedule of reconciliation of U.S. federal statutory rate to effective rate for continuing operations | Year ended September 30, 2015 2014 2013 U.S. statutory rate % % % Permanent items ) State taxes Net foreign rate differential ) ) ) Change in valuation allowance ) Provision for income taxes % % % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity | |
Summary of share repurchase activity | Fiscal Year Period Total Number of Shares Purchased Average Price Paid per Share Total Cash Paid for Shares Purchased Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) 2009 $ $ $ 2010 $ 2011 $ 2012 $ 2013 — — — 2014 $ 2015 — — — $ (1) On December 2, 2008, the Company's Board of Directors approved a share repurchase program, under which the Company was authorized to repurchase up to $10.0 million of the issued and outstanding shares of Company common stock. On each of February 2, 2010, November 30, 2010 and May 31, 2011, the Company's Board of Directors approved an additional $10.0 million for the share repurchase program. On May 17, 2012, the Company's Board of Directors approved an additional $30.0 million for the share repurchase program. On December 12, 2013, the Company's Board of Directors approved an additional approximately $12.9 million for the share repurchase program. On February 5, 2014, the Company's Board of Directors approved an additional $19.0 million for the share repurchase program. |
Summary of stock option activity | Options Weighted- Average Exercise Price Options outstanding at September 30, 2012 $ Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2013 Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2014 Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2015 Options exercisable at September 30, 2015 |
Summary of information about options outstanding and exercisable | The following table summarizes information about options outstanding at September 30, 2015: Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $7.48 $ $8.40 - $46.72 $ The following table summarizes information about options exercisable at September 30, 2015: Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $46.72 $ |
Summary of information about assumptions used in valuing options granted | Year ended September 30 2015 2014 2013 Dividend yield — — — Expected volatility 71.9% - 77.9% 51.8% - 60.6% Risk-free interest rate 0.26% - 1.4% 0.1% - 1.2% 0.1% - 1.0% Expected forfeiture rate 22.2% - 22.8% |
Summary of restricted share activity | Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2012 $ Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2013 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2014 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2015 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurement | |
Schedule of changes in liabilities measured at fair value for which Level 3 inputs used to determine fair value | The changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2015 are as follows ($ in thousands): Level 3 Liabilities Balance at September 30, 2013 $ Acquisition contingent consideration — Settlements — Change in fair value of contingent consideration ) Balance at September 30, 2014 — Acquisition contingent consideration — Settlements — Change in fair value of contingent consideration — Balance at September 30, 2015 $ — |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Pension Plan | |
Schedule of net periodic benefit cost recognized | Year ended September 30, 2015 2014 2013 (in thousands) Interest cost $ $ $ Expected return on plan assets ) ) ) Total net periodic benefit cost $ ) $ ) $ — |
Schedule of reconciliation of benefit obligations, plan assets, and funded status related to qualified defined benefit pension plan | Year ended September 30, 2015 2014 (in thousands) Change in benefit obligation Beginning balance $ $ Interest cost Benefits paid ) ) Actuarial (gain)/loss ) Foreign currency exchange rate changes ) Ending balance $ $ Year ended September 30, 2015 2014 (in thousands) Change in plan assets Beginning balance at fair value $ $ Actual return on plan assets Benefits paid ) ) Employer's contributions Foreign currency exchange rate changes ) ) Ending balance at fair value $ $ Overfunded (underfunded) status of the plan $ $ ) |
Schedule of amount recognized in other comprehensive loss related to qualified defined benefit pension plan, net of tax | Year ended September 30, 2015 2014 (in thousands) Accumulated OCI Accumulated OCI at beginning of year $ ) $ ) New actuarial (gains)/losses ) Accumulated OCI at end of year $ ) $ ) |
Schedule of expected pension plan contributions | Plan Contributions (in thousands) Year ending September 30, 2016 $ 2017 2018 2019 2020 — 2021 through 2025 — Total $ |
Schedule of actuarial assumptions used to determine benefit obligations and net periodic benefit cost | 2015 2014 Discount rate % % Expected return on plan assets % % Increases to non-GMP pensions in payment accrued pre 4/6/97 % % Increases to non-GMP pensions in payment accrued post 4/6/97 % % Rate of increases to deferred CPI linked benefits % % Rate of increases to deferred RPI linked benefits % % |
Schedule of expected benefit payments to participants | Pension Benefits (in thousands) Year ending September 30, 2016 $ 2017 2018 2019 2020 2021 through 2025 Total $ |
Schedule of allocation of plan assets | Target Allocation Actual 2015 Equity securities % % Fixed-income securities % % Cash equivalents % % Total % % |
Schedule of fair value of assets of qualified defined benefit pension plan by asset category and level within fair value hierarchy | Balance as of September 30, 2015 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ $ — $ Fixed-income securities — — Cash equivalents — — Total $ $ $ — $ |
Business Realignment Expenses (
Business Realignment Expenses (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Business Realignment Expenses | |
Schedule of significant components and activity in business realignment initiatives | Liability Balance at September 30, 2014 Business Realignment Expenses Cash Payments Foreign Currency Adjustment Liability Balance at September 30, 2015 (in thousands) Employee severance and benefit costs for fiscal 2014 accrual $ $ ) $ ) $ ) $ Employee severance and benefit costs for fiscal 2015 accrual — — — Total $ $ $ ) $ ) $ |
Business Disposition (Tables)
Business Disposition (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Business Disposition | |
Summary of business disposition | As a result of the disposition, during the three months ended September 30, 2015, the Company recorded a loss on the disposition of $8.0 million, determined as follows (in thousands): Carrying value of net assets disposed $ Carrying value of net liabilities disposed ) Buyer issued note ) Loss on sale of assets $ |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Results (Unaudited) | |
Schedule of unaudited quarterly consolidated statement of operations data | Three months ended Dec. 31, 2013 Mar. 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Mar. 31, 2015 June 30, 2015 Sept. 30, 2015 (in thousands, except share and per share data) Revenue from operations $ $ $ $ $ $ $ $ Income (loss) before provision for income taxes from operations $ $ $ $ ) $ $ ) $ ) Net income (loss) from operations $ $ $ $ ) $ ) $ $ $ ) Basic earnings (loss) per common share $ $ $ $ ) $ ) $ $ $ ) Diluted earnings (loss) per common share $ $ $ $ ) $ ) $ $ $ ) Basic weighted average shares outstanding Diluted weighted average shares outstanding |
Organization (Details)
Organization (Details) | 12 Months Ended |
Sep. 30, 2015segmentitem | |
Organization | |
Minimum number of product categories offered (in categories) | item | 500 |
Reportable segments (in segments) | 1 |
Organization (Details 2)
Organization (Details 2) | 12 Months Ended |
Sep. 30, 2015 | |
Revenue | Geographic Concentration Risk | Outside Of United States | |
Revenues by geographic area | |
Concentration risk (as a percent) | 7.80% |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Sep. 30, 2015 | |
Computers and purchased software | Minimum | |
Property and Equipment | |
Estimated useful life | 1 year |
Computers and purchased software | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Office equipment | |
Property and Equipment | |
Estimated useful life | 3 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Estimated useful life | 7 years |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Sep. 30, 2015 | |
Minimum | |
Intangible Assets | |
Estimated useful life | 3 years |
Maximum | |
Intangible Assets | |
Estimated useful life | 10 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended |
Sep. 30, 2015 | |
Maximum | |
Risk Associated with Certain Concentrations | |
Term for release of funds to the seller | 30 days |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Details 4) | Sep. 30, 2015USD ($) |
Summary of Significant Accounting Policies | |
Uncertain tax positions | $ 0 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Details 5) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Advertising Costs | |||
Advertising costs | $ 5,331,000 | $ 7,229,000 | $ 4,560,000 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Details 6) - Restricted shares - $ / shares | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings per Share | ||||
Unvested restricted shares | 2,367,187 | 1,897,827 | 1,543,869 | 1,399,609 |
Issue price (in dollars per share) | $ 16.08 | $ 24.96 | $ 28.89 | $ 22.51 |
Unvested shares included in calculation of diluted income per share | 795,923 | 341,137 | 383,831 | |
Minimum | ||||
Earnings per Share | ||||
Issue price (in dollars per share) | $ 7.48 | $ 7.48 | $ 7.48 | |
Maximum | ||||
Earnings per Share | ||||
Issue price (in dollars per share) | $ 52.55 | $ 52.55 | $ 52.55 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies (Details 7) - shares | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee and director options | |||
Stock options excluded from the calculation of diluted income per share | |||
Stock options excluded from the calculation of diluted income per share (in shares) | 1,256,345 | 836,303 | 151,291 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies (Details 8) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Weighted average shares calculation: | |||||||||||
Basic weighted average shares outstanding | 30,026,223 | 30,011,121 | 29,988,324 | 29,926,273 | 29,664,259 | 30,937,394 | 32,231,011 | 32,143,064 | 29,987,985 | 31,243,932 | 31,616,926 |
Treasury stock effect of options and restricted stock (in shares) | 151,369 | 1,040,310 | |||||||||
Diluted weighted average common shares outstanding | 30,026,223 | 30,011,121 | 29,988,324 | 29,926,273 | 29,664,259 | 30,937,394 | 32,321,482 | 32,658,070 | 29,987,985 | 31,395,301 | 32,657,236 |
Net (loss) income | $ (43,695) | $ 1,615 | $ 1,381 | $ (64,116) | $ (707) | $ 18,373 | $ 5,631 | $ 7,093 | $ (104,815) | $ 30,390 | $ 41,104 |
Basic (loss) earnings per common share (in dollars per share) | $ (1.46) | $ 0.05 | $ 0.05 | $ (2.14) | $ (0.02) | $ 0.59 | $ 0.17 | $ 0.22 | $ (3.50) | $ 0.97 | $ 1.30 |
Diluted (loss) earnings per common share (in dollars per share) | $ (1.46) | $ 0.05 | $ 0.05 | $ (2.14) | $ (0.02) | $ 0.59 | $ 0.17 | $ 0.22 | $ (3.50) | $ 0.97 | $ 1.26 |
Significant Contracts (Details)
Significant Contracts (Details) | Nov. 13, 2015 | Sep. 30, 2015USD ($) | Jun. 09, 2015 | Dec. 03, 2014Option | Apr. 02, 2014Optioncontract | Feb. 28, 2015Option | Jan. 31, 2014Option | Jun. 30, 2012Option | Feb. 29, 2012Option | Sep. 30, 2015USD ($)Optionperiod | Sep. 30, 2014USD ($) | Sep. 30, 2013USD ($) |
Significant Contracts | ||||||||||||
Liability for inventory included in accrued expenses and other current liabilities | $ 27,350,000 | $ 27,350,000 | $ 44,484,000 | |||||||||
Profit-sharing distributions | 28,093,000 | 35,055,000 | $ 35,944,000 | |||||||||
Profit-sharing distributions accrued | 2,512,000 | $ 2,512,000 | 4,740,000 | |||||||||
Surplus Contract | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | Option | 2 | |||||||||||
Term of renewal options | 1 year | |||||||||||
Base term of follow-on contract extension | 6 months | 10 months | ||||||||||
Number of renewal options under follow-on contract | Option | 3 | 2 | ||||||||||
Term of each renewal option under follow-on contract | 30 days | 1 month | ||||||||||
Number of renewal options exercised | Option | 2 | 3 | ||||||||||
Additional term of renewal options | 10 months | |||||||||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 1.80% | |||||||||||
Profits from resale of the property retained (as a percent) | 100.00% | |||||||||||
Liability for inventory included in accrued expenses and other current liabilities | $ 2,026,000 | $ 2,026,000 | $ 19,545,000 | $ 2 | ||||||||
Surplus Contract | Revenue | U.S. Department of Defense | ||||||||||||
Significant Contracts | ||||||||||||
Concentration risk (as a percent) | 24.70% | 26.80% | 27.70% | |||||||||
Sale of surplus assets of U.S. Department of Defense | ||||||||||||
Significant Contracts | ||||||||||||
Number of surplus contracts on which bidding was held | contract | 2 | |||||||||||
Non-rolling stock surplus contract | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | Option | 4 | |||||||||||
Term of renewal options | 1 year | |||||||||||
Term of contract | 2 years | |||||||||||
Non-rolling stock surplus contract | Expected | ||||||||||||
Significant Contracts | ||||||||||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 4.35% | 4.35% | ||||||||||
Scrap Contract | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | Option | 3 | |||||||||||
Term of renewal options | 1 year | |||||||||||
Number of renewal options exercised | Option | 3 | |||||||||||
Profits distributed to DLA Disposition Services (as a percent) | 77.00% | |||||||||||
Performance incentive measurement period | 12 months | |||||||||||
Amount of performance incentive earned | $ 1,123,000 | $ 1,326,000 | $ 1,265,000 | |||||||||
Adjusted percentage of profit sharing distribution | 65.00% | |||||||||||
Period of notification to termination portion of contract by location | 90 days | |||||||||||
Period of notification to termination portion of contract by commodity categories | 60 days | |||||||||||
Profit-sharing distributions | 28,093,000 | 34,935,000 | 35,944,000 | |||||||||
Profit-sharing distributions accrued | $ 2,509,000 | $ 2,509,000 | $ 4,740,000 | $ 4,315,000 | ||||||||
Number of consecutive quarterly periods in which performance ratio does not exceed benchmark ratios resulting in contract termination | period | 2 | |||||||||||
Number of preceding months in which performance ratio does not exceed benchmark ratios resulting in contract termination | 12 months | |||||||||||
Scrap Contract | Maximum | ||||||||||||
Significant Contracts | ||||||||||||
Additional profit sharing distribution (as a percent) | 2.00% | |||||||||||
Scrap Contract | Revenue | U.S. Department of Defense | ||||||||||||
Significant Contracts | ||||||||||||
Concentration risk (as a percent) | 15.30% | 14.40% | 13.50% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Nov. 02, 2012 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | |||||
Goodwill | $ 64,073 | $ 209,656 | $ 211,711 | ||
NESA | |||||
Acquisitions | |||||
Upfront cash payment | $ 18,300 | ||||
Percentage EBITDA growth capped | 20.00% | ||||
Possible total earn out payment, low end of range | $ 0 | ||||
Possible total earn out payment, high end of range | 37,700 | ||||
Estimated fair value of earn-out | 18,000 | $ 0 | 0 | ||
Additional liability accrued (liability reversed) | $ 18,600 | $ 18,600 | |||
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | |||||
Cash | 3,760 | ||||
Goodwill | 27,009 | ||||
Property and equipment | 234 | ||||
Accrued liabilities | (204) | ||||
Total consideration | $ 36,360 | ||||
Percentage of expected tax deductible of goodwill | 75.00% | ||||
NESA | Contract intangibles | |||||
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | |||||
Finite-lived intangible assets | $ 3,936 | ||||
NESA | Covenants not to compete | |||||
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | |||||
Finite-lived intangible assets | 1,400 | ||||
NESA | Other intangible asset | |||||
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | |||||
Finite-lived intangible assets | $ 225 | ||||
NESA | Minimum | |||||
Acquisitions | |||||
Period after the closing date of acquisition during which EBITDA earned is used to calculate the earn-out | P36M | ||||
NESA | Maximum | |||||
Acquisitions | |||||
Period after the closing date of acquisition during which EBITDA earned is used to calculate the earn-out | P48M |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property and Equipment | |||
Property and equipment, gross | $ 41,666,000 | $ 36,889,000 | |
Less: accumulated depreciation and amortization | (28,310,000) | (24,606,000) | |
Property and equipment, net | 13,356,000 | 12,283,000 | |
Depreciation and amortization | 6,130,000 | 5,623,000 | $ 5,696,000 |
Computers and purchased software | |||
Property and Equipment | |||
Property and equipment, gross | 24,565,000 | 23,185,000 | |
Office/Operational equipment | |||
Property and Equipment | |||
Property and equipment, gross | 6,922,000 | 6,502,000 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | 1,260,000 | 1,467,000 | |
Vehicles | |||
Property and Equipment | |||
Property and equipment, gross | 1,015,000 | 1,006,000 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 5,301,000 | $ 4,729,000 | |
Buildings | |||
Property and Equipment | |||
Property and equipment, gross | 1,849,000 | ||
Land | |||
Property and Equipment | |||
Property and equipment, gross | $ 754,000 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($)segment | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Goodwill | ||||
Balance at the beginning of the period | $ 209,656 | $ 209,656 | $ 211,711 | |
Impairment charge | $ (51,200) | $ (85,100) | (136,248) | |
Business disposition | (6,733) | |||
Translation adjustments | (2,602) | (2,055) | ||
Balance at the end of the period | 64,073 | 64,073 | $ 209,656 | |
Goodwill impairment losses | $ 136,200 | $ 136,200 | ||
Reporting units tested for impairment (in reporting units) | segment | 2 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Intangible Assets | ||
Net Carrying Amount | $ 4,051 | $ 17,099 |
Minimum | ||
Intangible Assets | ||
Estimated useful life | 3 years | |
Maximum | ||
Intangible Assets | ||
Estimated useful life | 10 years | |
Contract intangibles | ||
Intangible Assets | ||
Estimated useful life | 10 years | |
Gross Carrying Amount | $ 1,500 | 33,300 |
Accumulated Amortization | (21,796) | |
Net Carrying Amount | 1,500 | 11,504 |
Brand and technology | ||
Intangible Assets | ||
Gross Carrying Amount | 5,749 | 5,947 |
Accumulated Amortization | (3,926) | (2,852) |
Net Carrying Amount | $ 1,823 | 3,095 |
Brand and technology | Minimum | ||
Intangible Assets | ||
Estimated useful life | 3 years | |
Brand and technology | Maximum | ||
Intangible Assets | ||
Estimated useful life | 5 years | |
Covenants not to compete | ||
Intangible Assets | ||
Gross Carrying Amount | $ 700 | 4,330 |
Accumulated Amortization | (433) | (2,245) |
Net Carrying Amount | $ 267 | 2,085 |
Covenants not to compete | Minimum | ||
Intangible Assets | ||
Estimated useful life | 3 years | |
Covenants not to compete | Maximum | ||
Intangible Assets | ||
Estimated useful life | 5 years | |
Patent and trademarks | ||
Intangible Assets | ||
Gross Carrying Amount | $ 792 | 672 |
Accumulated Amortization | (331) | (257) |
Net Carrying Amount | $ 461 | $ 415 |
Patent and trademarks | Minimum | ||
Intangible Assets | ||
Estimated useful life | 3 years | |
Patent and trademarks | Maximum | ||
Intangible Assets | ||
Estimated useful life | 10 years |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Future expected amortization of intangible assets | |||
2,016 | $ 1,440,000 | ||
2,017 | 1,070,000 | ||
2,018 | 284,000 | ||
2,019 | 203,000 | ||
2020 and after | 1,054,000 | ||
Net Carrying Amount | 4,051,000 | $ 17,099,000 | |
Amortization expense | $ 3,105,000 | $ 10,972,000 | $ 11,678,000 |
Debt (Details)
Debt (Details) - Senior credit facility, as amended $ in Millions | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Debt | |
Maximum borrowings | $ 75 |
Interest rate at period end (as a percent) | 1.451% |
Amount outstanding | $ 0 |
Available borrowing capacity | $ 37.5 |
LIBOR | |
Debt | |
Interest rate basis | 30 day LIBOR rate |
Percentage added to reference rate | 1.25% |
Issued letters of credit | |
Debt | |
Amount outstanding | $ 13.9 |
Commitments (Details)
Commitments (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Commitments | |||
Deferred rent charges included in other long-term liabilities | $ 1,151,000 | $ 1,113,000 | |
Future minimum payments under the leases | |||
2,016 | 9,087,000 | ||
2,017 | 7,086,000 | ||
2,018 | 5,508,000 | ||
2,019 | 3,735,000 | ||
2,020 | 1,578,000 | ||
2,021 | 982,000 | ||
Total future minimum lease payments | 27,976,000 | ||
Rent expense | $ 12,528,000 | $ 12,099,000 | $ 11,236,000 |
401(k) Benefit Plan (Details)
401(k) Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
401(k) Benefit Plan | |||
Amount contributed and recorded expense under the 401(k) Benefit Plan | $ 2,434,000 | $ 2,680,000 | $ 2,382,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Current tax provision: | |||
U.S. Federal | $ (32,116) | $ 14,328 | $ 27,611 |
State | (1,375) | 2,613 | 5,035 |
Foreign | 203 | 1,888 | 1,757 |
Current income tax expense | (33,288) | 18,829 | 34,403 |
Deferred tax (benefit) expense: | |||
U.S. Federal | 326 | (2,886) | (6,012) |
State | (4,422) | (526) | (1,096) |
Foreign | (2,187) | 4,240 | 256 |
Total deferred tax (benefit) expense | (6,282) | 828 | (6,852) |
Total provision | $ (39,571) | $ 19,657 | $ 27,551 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Deferred tax assets: | ||
Net operating losses-Foreign | $ 8,586,000 | $ 6,426,000 |
Net operating losses-US | 11,208,000 | 1,674,000 |
Accrued vacation and bonus | 4,251,000 | 2,040,000 |
Inventory capitalization | 2,817,000 | 7,328,000 |
Inventory reserves | 299,000 | 105,000 |
Allowance for doubtful accounts | 83,000 | 291,000 |
Stock compensation expense | 7,135,000 | 10,259,000 |
Amortization of intangibles | 2,808,000 | 9,071,000 |
Pension liability | 790,000 | |
Other | 530,000 | 273,000 |
Total deferred tax assets before valuation allowance | 37,717,000 | 38,257,000 |
Less: valuation allowance | (8,474,000) | (7,216,000) |
Net deferred tax assets | 29,243,000 | 31,041,000 |
Deferred tax liabilities: | ||
Amortization of goodwill | 14,760,000 | 16,022,000 |
Depreciation | 472,000 | 754,000 |
Pension liability | 112,000 | |
Total deferred tax liabilities | 15,344,000 | 16,776,000 |
Net deferred taxes | 13,899,000 | 14,265,000 |
Prepaid and deferred taxes | ||
Deferred taxes | ||
Net current deferred tax asset | 10,059,000 | 12,321,000 |
Deferred taxes and other assets | ||
Deferred taxes | ||
Net non-current deferred tax asset | 5,871,000 | 6,160,000 |
Other liabilities | ||
Deferred taxes | ||
Net non-current deferred tax liability | $ 2,031,000 | $ 4,217,000 |
Income Taxes (Details 3)
Income Taxes (Details 3) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations | |||
U.S. statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
Permanent items (as a percent) | (6.30%) | 0.50% | 0.60% |
State taxes (as a percent) | 2.60% | 2.70% | 3.90% |
Net foreign rate differential (as a percent) | (3.00%) | (2.50%) | (0.70%) |
Changes in valuation allowance (as a percent) | (0.90%) | 3.60% | 1.30% |
Provision for income taxes (as a percent) | 27.40% | 39.30% | 40.10% |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net operating loss (NOL) carryforwards | |||
Deferred tax assets related to available foreign NOL carryforwards | $ 8,586,000 | $ 6,426,000 | |
Deferred tax asset related to NOL carryforwards | 11,208,000 | 1,674,000 | |
Current U.S. tax loss | 112,085,000 | ||
U.S. Federal | (32,116,000) | 14,328,000 | $ 27,611,000 |
State | (1,375,000) | 2,613,000 | $ 5,035,000 |
Undistributed foreign earnings | 12,000,000 | ||
Cash and cash equivalents held overseas on which taxes would be incurred upon repatriation | 23,600,000 | $ 9,300,000 | |
Uncertain tax positions | |||
Uncertain tax positions | 0 | ||
Jacobs Trading, LLC | |||
Net operating loss (NOL) carryforwards | |||
Deferred tax asset related to NOL carryforwards | 9,534,000 | ||
Foreign | |||
Net operating loss (NOL) carryforwards | |||
NOLs subject to expiration | $ 455,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Jan. 09, 2015 | Sep. 30, 2009 | Dec. 02, 2005 | |
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Shares available for issuance | 10,000,000 | |||||||||
Remaining shares reserved for issuance | 2,364,472 | 3,986,513 | 5,189,996 | |||||||
Increase in shares available for issuance | 3,000,000 | |||||||||
Number Of Shares Counted For Grants Of Full Value Awards From Reserve | 1.5 | |||||||||
Minimum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Shares and options vesting period | 1 year | |||||||||
Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Shares and options vesting period | 4 years | |||||||||
Options granted to employees | Performance-based | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Shares and options vesting period | 12 months | |||||||||
Options granted to employees | Performance-based | Minimum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 0.00% | |||||||||
Options granted to employees | Performance-based | Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 100.00% | |||||||||
Incentive stock options | Holder of at least 10% of common stock | Minimum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 110.00% | |||||||||
Employee and director options | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Options granted (in shares) | 310,177 | 437,755 | 171,994 | 181,783 | 321,072 | 624,566 | ||||
Options granted, exercise prices (in dollars per share) | $ 9.92 | $ 22.41 | $ 35.76 | |||||||
Options forfeited (in shares) | 288,572 | 181,094 | 32,244 | 78,148 | 73,591 | 75,467 | ||||
Employee and director options | Minimum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Options granted, exercise prices (in dollars per share) | $ 9.35 | $ 21.53 | $ 29.47 | $ 31.37 | $ 14.30 | $ 9.05 | ||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 100.00% | |||||||||
Employee and director options | Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Options granted, exercise prices (in dollars per share) | $ 10.41 | $ 31.37 | $ 46.72 | $ 42.31 | $ 17.02 | $ 13.96 | ||||
Term of stock option | 10 years | |||||||||
Restricted shares | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Granted (in shares) | 1,298,604 | 1,040,748 | 997,857 | 633,647 | 736,340 | 699,410 | ||||
Granted (in dollars per share) | $ 10.04 | $ 18.78 | $ 36.97 | |||||||
Forfeited (in shares) | 486,040 | 250,586 | 403,083 | 138,052 | 150,112 | 45,026 | ||||
Restricted shares | Minimum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Granted (in dollars per share) | $ 9.35 | $ 13.11 | $ 29.47 | $ 31.37 | $ 12.88 | $ 9.05 | ||||
Restricted shares | Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Granted (in dollars per share) | $ 12.57 | $ 38.09 | $ 42.47 | $ 52.55 | $ 25.52 | $ 13.96 | ||||
Restricted shares | Performance-based | Non-employee | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Granted (in shares) | 335,000 | 100,000 | ||||||||
Forfeited (in shares) | 281,500 | |||||||||
Options or stock appreciation rights | Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Number of shares awarded per person per year | 1,000,000 | |||||||||
Other than options or stock appreciation rights | Maximum | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Number of shares awarded per person per year | 700,000 | |||||||||
Cash-settled stock appreciation rights | ||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||||
Granted (in shares) | 737,972 | |||||||||
Granted (in dollars per share) | $ 9.35 | |||||||||
Forfeited (in shares) | 59,156 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | Sep. 30, 2015 | Feb. 05, 2014 | Dec. 12, 2013 | Sep. 30, 2013 | May. 17, 2012 | May. 31, 2011 | Nov. 30, 2010 | Feb. 02, 2010 | Dec. 02, 2008 | |
Stockholders' Equity | ||||||||||||||
Share repurchase program approved amount | $ 101,900,000 | $ 10,000,000 | ||||||||||||
Total Number of Shares Purchased | 2,962,978 | 505,067 | 229,575 | 1,225,019 | 707,462 | |||||||||
Average Price Paid per Share (in dollars per share) | $ 15.90 | $ 59.41 | $ 15.39 | $ 11.53 | $ 5.50 | |||||||||
Total Cash Paid for Shares Purchased | $ 44,873,000 | $ 30,000,000 | $ 3,541,000 | $ 14,471,000 | $ 3,874,000 | |||||||||
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | $ 5,127,000 | $ 18,114,000 | $ 18,114,000 | $ 1,655,000 | $ 6,126,000 | $ 5,127,000 | $ 31,000,000 | |||||||
Additional amount authorized under share repurchase program | $ 19,000,000 | $ 12,900,000 | $ 30,000,000 | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Employee and director options - $ / shares | 12 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | |
Stock option activity | ||||||
Options outstanding at the beginning of the period (in shares) | 1,465,907 | 1,592,406 | 1,675,795 | |||
Options granted (in shares) | 310,177 | 437,755 | 171,994 | 181,783 | 321,072 | 624,566 |
Options exercised (in shares) | (14,869) | (383,160) | (223,139) | |||
Options cancelled (in shares) | (288,572) | (181,094) | (32,244) | (78,148) | (73,591) | (75,467) |
Options outstanding at the end of the period (in shares) | 1,472,643 | 1,465,907 | 1,592,406 | 1,675,795 | ||
Options exercisable at the end of the period (in shares) | 946,434 | |||||
Weighted-Average Exercise Price | ||||||
Options outstanding at the beginning of the period (in dollars per share) | $ 19.50 | $ 16.46 | $ 13.84 | |||
Options granted (in dollars per share) | 9.92 | 22.41 | 35.76 | |||
Options exercised (in dollars per share) | 7.09 | 10.83 | 11.35 | |||
Options cancelled (in dollars per share) | 20.26 | 18.14 | 18.67 | |||
Options outstanding at the end of the period (in dollars per share) | 17.46 | $ 19.50 | $ 16.46 | $ 13.84 | ||
Options exercisable at the end of the period (in dollars per share) | $ 18.23 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) | 12 Months Ended |
Sep. 30, 2015$ / sharesshares | |
$5.53 - $7.48 | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, low end of range (in dollars per share) | $ 5.53 |
Exercise price, high end of range (in dollars per share) | $ 7.48 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 66,280 |
Weighted-Average Remaining Contractual Life | 3 years 3 months 4 days |
Weighted-Average Exercise Price (in dollars per share) | $ 7.44 |
$8.40 - $46.72 | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, low end of range (in dollars per share) | 8.40 |
Exercise price, high end of range (in dollars per share) | $ 46.72 |
Options Outstanding | |
Number Outstanding (in shares) | shares | 1,406,363 |
Weighted-Average Remaining Contractual Life | 6 years 1 month 28 days |
Weighted-Average Exercise Price (in dollars per share) | $ 17.93 |
$5.53 - $46.72 | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, low end of range (in dollars per share) | 5.53 |
Exercise price, high end of range (in dollars per share) | $ 46.72 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 946,434 |
Weighted-Average Remaining Contractual Life | 4 years 2 months 23 days |
Weighted-Average Exercise Price (in dollars per share) | $ 18.23 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | |||
Stock price (in dollars per share) | $ 7.39 | ||
Employee and director options | |||
Fair value assumptions | |||
Expected volatility (as a percent) | 50.90% | ||
Expected volatility, minimum (as a percent) | 71.90% | 51.80% | |
Expected volatility, maximum (as a percent) | 77.90% | 60.60% | |
Risk free interest rate, minimum (as a percent) | 0.26% | 0.10% | 0.10% |
Risk free interest rate, maximum (as a percent) | 1.40% | 1.20% | 1.00% |
Expected forfeiture rate (as a percent) | 22.80% | ||
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | |||
Intrinsic value of outstanding shares | $ 2,000 | ||
Intrinsic value of exercisable options | $ 2,000 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 4.89 | $ 7.89 | $ 12.98 |
Intrinsic value of options exercised | $ 4,000 | $ 1,119,000 | $ 4,943,000 |
Employee and director options | Minimum | |||
Fair value assumptions | |||
Expected forfeiture rate (as a percent) | 22.20% | 19.70% | |
Employee and director options | Maximum | |||
Fair value assumptions | |||
Expected forfeiture rate (as a percent) | 22.80% |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) - USD ($) | 12 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | |
Weighted-Average Fair Value | ||||||
Stock-based compensation | $ 12,405,000 | $ 12,605,000 | $ 13,379,000 | |||
Unvested awards | ||||||
Costs related to unvested awards, not yet recognized | $ 28,666,000 | |||||
Weighted average vesting period for recognition of cost related to unvested awards | 20 months 9 days | |||||
Restricted shares | ||||||
Restricted share activity | ||||||
Unvested restricted shares at the beginning of the period | 1,897,827 | 1,543,869 | 1,399,609 | |||
Restricted shares granted | 1,298,604 | 1,040,748 | 997,857 | 633,647 | 736,340 | 699,410 |
Restricted shares vested | (343,204) | (436,204) | (450,514) | |||
Restricted shares cancelled | (486,040) | (250,586) | (403,083) | (138,052) | (150,112) | (45,026) |
Unvested restricted shares at the end of the period | 2,367,187 | 1,897,827 | 1,543,869 | 1,399,609 | ||
Weighted-Average Fair Value | ||||||
Unvested restricted shares at the beginning of the period (in dollars per share) | $ 24.96 | $ 28.89 | $ 22.51 | |||
Granted (in dollars per share) | 10.04 | 18.78 | 36.97 | |||
Restricted shares vested (in dollars per share) | 27.50 | 24.72 | 21.18 | |||
Restricted shares cancelled (in dollars per share) | 26.54 | 23.87 | 35.39 | |||
Unvested restricted shares at the end of the period (in dollars per share) | $ 16.08 | $ 24.96 | $ 28.89 | $ 22.51 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 02, 2012 | |
NESA | |||||
Fair value measurement | |||||
Estimated fair value of earn-out | $ 0 | $ 0 | $ 18,000,000 | ||
Additional liability accrued (liability reversed) | $ 18,600,000 | 18,600,000 | |||
Recurring basis | Level 1 | |||||
Fair value measurement | |||||
Assets, fair value | 0 | $ 0 | |||
Liabilities, fair value | 0 | 0 | |||
Recurring basis | Level 2 | |||||
Fair value measurement | |||||
Assets, fair value | 0 | 0 | |||
Liabilities, fair value | $ 0 | $ 0 | |||
Recurring basis | Level 3 | NESA | |||||
Fair value measurement | |||||
Estimated fair value of earn-out | $ 18,390,000 |
Fair Value Measurement (Detai73
Fair Value Measurement (Details 2) - Contingent consideration - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value | ||
Balance at the beginning of the period | $ 18,390 | |
Change in fair value of contingent consideration | $ (18,390) | |
Level 3 | Income approach | Minimum | ||
Changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value | ||
Discount rate (as a percent) | 2.00% | |
Level 3 | Income approach | Maximum | ||
Changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value | ||
Discount rate (as a percent) | 6.00% |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) | 12 Months Ended | ||
Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | Sep. 30, 2013USD ($) | |
Information about plan assets | |||
Target allocation (as a percent) | 100.00% | ||
Actual (as a percent) | 100.00% | ||
Equity securities | |||
Information about plan assets | |||
Target allocation (as a percent) | 50.00% | ||
Actual (as a percent) | 39.50% | ||
Number of pooled funds | item | 1 | ||
Percentage of UK company shares | 70.00% | ||
Percentage of international equity securities | 30.00% | ||
Fixed-income securities | |||
Information about plan assets | |||
Target allocation (as a percent) | 50.00% | ||
Actual (as a percent) | 59.00% | ||
Number of pooled funds | item | 1 | ||
Cash equivalents | |||
Information about plan assets | |||
Target allocation (as a percent) | 0.00% | ||
Actual (as a percent) | 1.50% | ||
Defined benefit pension plan. | |||
Net periodic benefit cost recognized | |||
Interest cost | $ 964,000 | $ 1,125,000 | $ 1,055,000 |
Expected return on plan assets | (1,186,000) | (1,324,000) | (1,055,000) |
Total net periodic benefit cost | (222,000) | (199,000) | 0 |
Change in benefit obligation | |||
Beginning balance | 27,527,000 | 25,558,000 | |
Interest cost | 964,000 | 1,125,000 | 1,055,000 |
Benefits paid | (1,674,000) | (1,104,000) | |
Actuarial (gain)/loss | (905,000) | 1,924,000 | |
Foreign currency exchange rate changes | (1,843,000) | 24,000 | |
Ending balance | 24,069,000 | 27,527,000 | 25,558,000 |
Change in plan assets | |||
Beginning balance at fair value | 24,946,000 | 22,006,000 | |
Actual return on plan assets | 1,382,000 | 2,321,000 | |
Benefits paid | (1,674,000) | (1,104,000) | |
Employer's contributions | 1,613,000 | 1,727,000 | |
Foreign currency exchange rate changes | (1,730,000) | (4,000) | |
Ending balance at fair value | 24,537,000 | 24,946,000 | 22,006,000 |
Overfunded (underfunded) status of the plan | 468,000 | (2,581,000) | |
Amount recorded in the consolidated balance sheet | |||
Accrued pension asset recorded in Accrued expenses and other current liabilities and Deferred taxes and other long-term assets | 500,000 | ||
Accumulated benefit obligation | 24,069,000 | 27,527,000 | |
Accumulated OCI | |||
Accumulated OCI at beginning of year | (220,000) | (1,147,000) | |
New actuarial (gains)/losses | (1,101,000) | 927,000 | |
Accumulated OCI at end of year | (1,321,000) | $ (220,000) | $ (1,147,000) |
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost | |||
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during next fiscal year | 0 | ||
Expected pension plan contributions over the next 10 years | |||
2,016 | 1,578,000 | ||
2,017 | 1,578,000 | ||
2,018 | 1,578,000 | ||
2,019 | 394,000 | ||
Total | $ 5,128,000 | ||
Actuarial assumptions used to determine the benefit obligations and the net periodic benefit cost | |||
Discount rate, net periodic benefit cost (as a percent) | 3.70% | 3.80% | |
Expected return on plan assets, net periodic benefit cost (as a percent) | 4.60% | 5.00% | |
Increases to non-GMP pensions in payment accrued pre 4/6/97 (as a percent) | 0.00% | 0.00% | |
Increases to non-GMP pensions in payment accrued post 4/6/97 (as a percent) | 1.90% | 2.30% | |
Rate of increases to deferred CPI linked benefits (as a percent) | 1.90% | 2.30% | |
Rate of increases to deferred RPI linked benefits (as a percent) | 3.00% | 3.30% | |
Mortality (as a percent) | 90.00% | ||
Long-term rate of improvement (as a percent) | 1.00% | ||
Expected benefit payments over the next 10 years | |||
2,016 | $ 649,000 | ||
2,017 | 1,013,000 | ||
2,018 | 768,000 | ||
2,019 | 774,000 | ||
2,020 | 822,000 | ||
2021 through 2025 | 4,201,000 | ||
Total | $ 8,227,000 |
Defined Benefit Pension Plan 75
Defined Benefit Pension Plan (Details 2) $ in Thousands | Sep. 30, 2015USD ($) |
Level 1 | |
Defined benefit pension plan | |
Fair values | $ 368 |
Level 2 | |
Defined benefit pension plan | |
Fair values | 24,169 |
Total | |
Defined benefit pension plan | |
Fair values | 24,537 |
Equity securities | Level 2 | |
Defined benefit pension plan | |
Fair values | 9,692 |
Equity securities | Total | |
Defined benefit pension plan | |
Fair values | 9,692 |
Fixed-income securities | Level 2 | |
Defined benefit pension plan | |
Fair values | 14,477 |
Fixed-income securities | Total | |
Defined benefit pension plan | |
Fair values | 14,477 |
Cash equivalents | Level 1 | |
Defined benefit pension plan | |
Fair values | 368 |
Cash equivalents | Total | |
Defined benefit pension plan | |
Fair values | $ 368 |
Guarantees (Details)
Guarantees (Details) £ in Millions | Sep. 30, 2015GBP (£) |
Guarantees | |
Guarantee Obligation Value, maximum | £ 10 |
Business Realignment Expense (D
Business Realignment Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business realignment expenses rollforward | |||
Employee severance and benefit costs | $ 1,800 | ||
Net increase | $ 300 | ||
Business Realignment | |||
Business realignment expenses rollforward | |||
Liability Balance, beginning | $ 1,780 | ||
Business Realignment Expenses | 273 | ||
Cash Payments | (1,161) | ||
Foreign Currency Adjustment | (47) | ||
Liability Balance, ending | 845 | 845 | 1,780 |
Business Realignment | Employee severance for fiscal year 2014 | |||
Business realignment expenses rollforward | |||
Liability Balance, beginning | 1,780 | ||
Business Realignment Expenses | (216) | ||
Cash Payments | (1,161) | ||
Foreign Currency Adjustment | (47) | ||
Liability Balance, ending | 356 | 356 | $ 1,780 |
Business Realignment | Employee severance for fiscal year 2015 | |||
Business realignment expenses rollforward | |||
Business Realignment Expenses | 489 | ||
Liability Balance, ending | $ 489 | $ 489 |
Termination of Wal Mart Agreeme
Termination of Wal Mart Agreement (Details) $ in Millions | Jan. 22, 2015USD ($) |
Wal-Mart | |
Settlement agreement | $ 7.5 |
Business Disposition (Details)
Business Disposition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Business Disposition | ||
Loss on sale of assets | $ (7,963) | |
Jacobs Trading business | Disposed of by sale | ||
Business Disposition | ||
Promissory note term | 5 years | |
Carrying value of net assets disposed | $ 22,920 | 22,920 |
Carrying value of net liabilities disposed | (2,707) | (2,707) |
Carrying value of net assets and liabilities disposed | 20,213 | 20,213 |
Buyer issued note | $ (12,250) | (12,250) |
Loss on sale of assets | $ 7,963 |
Quarterly Results (Unaudited)80
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Unaudited quarterly consolidated statement of operations | |||||||||||
Revenue from operations | $ 79,293 | $ 89,746 | $ 102,943 | $ 125,143 | $ 118,419 | $ 126,965 | $ 128,329 | $ 121,948 | $ 397,125 | $ 495,661 | $ 505,856 |
Income (loss) before provision for income taxes from operations | (63,024) | (6) | 3,811 | (84,996) | 523 | 28,588 | 9,463 | 11,843 | (144,386) | 50,047 | 68,655 |
Net income (loss) from operations | $ (43,695) | $ 1,615 | $ 1,381 | $ (64,116) | $ (707) | $ 18,373 | $ 5,631 | $ 7,093 | $ (104,815) | $ 30,390 | $ 41,104 |
Unaudited quarterly consolidated statement of operations | |||||||||||
Basic earnings (loss) per common share (in dollars per share) | $ (1.46) | $ 0.05 | $ 0.05 | $ (2.14) | $ (0.02) | $ 0.59 | $ 0.17 | $ 0.22 | $ (3.50) | $ 0.97 | $ 1.30 |
Diluted earnings (loss) per common share (in dollars per share) | $ (1.46) | $ 0.05 | $ 0.05 | $ (2.14) | $ (0.02) | $ 0.59 | $ 0.17 | $ 0.22 | $ (3.50) | $ 0.97 | $ 1.26 |
Basic weighted average shares outstanding (in shares) | 30,026,223 | 30,011,121 | 29,988,324 | 29,926,273 | 29,664,259 | 30,937,394 | 32,231,011 | 32,143,064 | 29,987,985 | 31,243,932 | 31,616,926 |
Diluted weighted average shares outstanding (in shares) | 30,026,223 | 30,011,121 | 29,988,324 | 29,926,273 | 29,664,259 | 30,937,394 | 32,321,482 | 32,658,070 | 29,987,985 | 31,395,301 | 32,657,236 |
SCHEDULE II - VALUATION AND Q81
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Deferred tax valuation allowance (deducted from net deferred tax assets) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | $ 7,216 | $ 5,424 | $ 4,558 |
Charged (credited) to expense | 1,258 | 1,792 | 866 |
Balance at end of period | 8,474 | 7,216 | 5,424 |
Allowance for doubtful accounts (deducted from accounts receivable) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 1,042 | 891 | 1,248 |
Charged (credited) to expense | 1,243 | 240 | 337 |
Reductions | 1,814 | 89 | 694 |
Balance at end of period | 471 | 1,042 | 891 |
Inventory allowance (deducted from inventory) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 1,723 | 1,452 | 2,574 |
Charged (credited) to expense | (575) | 271 | 147 |
Reductions | 378 | 1,269 | |
Balance at end of period | $ 770 | $ 1,723 | $ 1,452 |