Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'LIQUIDITY SERVICES INC | ' |
Entity Central Index Key | '0001235468 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 32,075,793 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $101,766 | $95,109 |
Accounts receivable, net of allowance for doubtful accounts of $982 and $891 at March 31, 2014 and September 30, 2013, respectively | 27,055 | 24,050 |
Inventory | 71,640 | 29,261 |
Prepaid and deferred taxes | 18,993 | 11,243 |
Prepaid expenses and other current assets | 6,136 | 4,802 |
Total current assets | 225,590 | 164,465 |
Property and equipment, net | 12,448 | 10,380 |
Intangible assets, net | 22,223 | 28,205 |
Goodwill | 210,824 | 211,711 |
Other assets | 7,240 | 6,583 |
Total assets | 478,325 | 421,344 |
Current liabilities: | ' | ' |
Accounts payable | 21,897 | 16,539 |
Accrued expenses and other current liabilities | 64,369 | 34,825 |
Profit-sharing distributions payable | 4,652 | 4,315 |
Customer payables | 32,116 | 29,497 |
Total current liabilities | 123,034 | 85,176 |
Acquisition earn out payables | 18,565 | 18,390 |
Deferred taxes and other long-term liabilities | 2,248 | 2,899 |
Total liabilities | 143,847 | 106,465 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; 120,000,000 shares authorized; 32,402,148 shares issued and 32,273,582 shares outstanding at March 31, 2014; 31,811,764 shares issued and outstanding at September 30, 2013 | 31 | 31 |
Treasury stock | -3,057 | ' |
Additional paid-in capital | 218,955 | 206,861 |
Accumulated other comprehensive income | -1,644 | 518 |
Retained earnings | 120,193 | 107,469 |
Total stockholders' equity | 334,478 | 314,879 |
Total liabilities and stockholders' equity | $478,325 | $421,344 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $982 | $891 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 32,402,148 | 31,811,764 |
Common stock, shares outstanding | 32,273,582 | 31,811,764 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Operations | ' | ' | ' | ' |
Revenue | $102,920 | $106,199 | $196,390 | $207,528 |
Fee revenue | 25,409 | 24,125 | 53,887 | 45,001 |
Total revenue | 128,329 | 130,324 | 250,277 | 252,529 |
Costs and expenses: | ' | ' | ' | ' |
Cost of goods sold (excluding amortization) | 54,273 | 49,946 | 101,983 | 97,068 |
Profit-sharing distributions | 8,299 | 9,942 | 18,429 | 18,352 |
Technology and operations | 29,070 | 22,407 | 54,691 | 44,954 |
Sales and marketing | 10,459 | 9,973 | 20,290 | 20,301 |
General and administrative | 12,435 | 11,839 | 24,742 | 25,807 |
Amortization of contract intangibles | 2,272 | 2,407 | 4,679 | 4,617 |
Depreciation and amortization | 1,973 | 1,980 | 3,977 | 3,967 |
Acquisition costs | 85 | 212 | 180 | 5,588 |
Total costs and expenses | 118,866 | 108,706 | 228,971 | 220,654 |
Income from operations | 9,463 | 21,618 | 21,306 | 31,875 |
Interest and other (expense) income, net | -79 | -96 | -100 | 828 |
Income before provision for income taxes | 9,384 | 21,522 | 21,206 | 32,703 |
Provision for income taxes | -3,753 | -8,824 | -8,482 | -13,296 |
Net income | $5,631 | $12,698 | $12,724 | $19,407 |
Basic earnings per common share (in dollars per share) | $0.17 | $0.40 | $0.39 | $0.62 |
Diluted earnings per common share (in dollars per share) | $0.17 | $0.39 | $0.39 | $0.59 |
Basic weighted average shares outstanding (in shares) | 32,231,011 | 31,561,412 | 32,187,038 | 31,522,133 |
Diluted weighted average shares outstanding (in shares) | 32,321,482 | 32,331,686 | 32,489,776 | 32,692,975 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Comprehensive Income | ' | ' | ' | ' |
Net income | $5,631 | $12,698 | $12,724 | $19,407 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation | -1,633 | -1,826 | -2,162 | -2,094 |
Other comprehensive income (loss), net of taxes | -1,633 | -1,826 | -2,162 | -2,094 |
Comprehensive income | $3,998 | $10,872 | $10,562 | $17,313 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (USD $) | Total | Treasury Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings |
Balance at Sep. 30, 2013 | $314,879,000 | ' | $31,000 | $206,861,000 | $518,000 | $107,469,000 |
Balance (in shares) at Sep. 30, 2013 | ' | ' | 31,811,764 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Common stock repurchased | -3,057,000 | -3,057,000 | ' | ' | ' | ' |
Common stock repurchased (in shares) | ' | -128,566 | ' | ' | ' | ' |
Exercise of common stock options and restricted stock | 2,230,000 | ' | ' | 2,230,000 | ' | ' |
Exercise of common stock options and restricted stock (in shares) | ' | ' | 590,384 | ' | ' | ' |
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 9,864,000 | ' | ' | 9,864,000 | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' | ' |
Net income | 12,724,000 | ' | ' | ' | ' | 12,724,000 |
Foreign currency translation | -2,162,000 | ' | ' | ' | -2,162,000 | ' |
Balance at Mar. 31, 2014 | $334,478,000 | ($3,057,000) | $31,000 | $218,955,000 | ($1,644,000) | $120,193,000 |
Balance (in shares) at Mar. 31, 2014 | ' | -128,566 | 32,402,148 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net income | $12,724 | $19,407 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 8,655 | 8,584 |
Gain on early extinguishment of debt | ' | -1,000 |
Stock compensation expense | 6,567 | 7,302 |
Provision (benefit) for inventory allowance | 291 | -733 |
Provision (benefit) for doubtful accounts | 91 | -107 |
Incremental tax benefit from exercise of common stock options | -3,296 | -5,376 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -3,096 | -1,891 |
Inventory | -42,670 | -3,779 |
Prepaid and deferred taxes | -7,750 | -5,295 |
Prepaid expenses and other assets | 1,305 | 3,328 |
Accounts payable | 5,358 | 766 |
Accrued expenses and other | 29,543 | -6,019 |
Profit-sharing distributions payable | 337 | 273 |
Customer payables | 2,619 | 586 |
Acquisition earn out payables | 175 | -6,168 |
Other liabilities | -1,796 | 538 |
Net cash provided by operating activities | 9,057 | 10,416 |
Investing activities | ' | ' |
Increase in goodwill and intangibles and cash paid for acquisitions | ' | -14,698 |
Purchases of property and equipment | -4,950 | -2,521 |
Net cash used in investing activities | -4,950 | -17,219 |
Financing activities | ' | ' |
Repayment of notes payable | ' | -39,000 |
Payment of acquisition contingent liabilities | ' | -8,185 |
Proceeds from exercise of common stock options (net of tax) | 2,231 | 504 |
Repurchases of common stock | -3,057 | ' |
Incremental tax benefit from exercise of common stock options | 3,296 | 5,376 |
Net cash provided by (used in) financing activities | 2,470 | -41,305 |
Effect of exchange rate differences on cash and cash equivalents | 80 | 524 |
Net increase (decrease) in cash and cash equivalents | 6,657 | -47,584 |
Cash and cash equivalents at beginning of period | 95,109 | 104,782 |
Cash and cash equivalents at end of period | 101,766 | 57,198 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for income taxes | 12,974 | 10,493 |
Cash paid for interest | ' | 2,023 |
Contingent purchase price accrued | ' | $23,146 |
Organization
Organization | 6 Months Ended |
Mar. 31, 2014 | |
Organization | ' |
Organization | ' |
1.                                     Organization | |
Liquidity Services, Inc. and subsidiaries (LSI or the Company) operates leading auction marketplaces for surplus and salvage assets. LSI 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, LSI 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. LSI 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 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. LSI has one reportable segment consisting of operating auction marketplaces for sellers and buyers of surplus, salvage and scrap assets. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2.                                     Summary of Significant Accounting Policies | ||||||||||||||
Unaudited Interim Financial Information | ||||||||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation have been included. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014 or any future period. Fee revenue is revenue earned under the consignment model, as well as other fee revenue, and is presented separately as it accounts for more than 10% of total revenue. | ||||||||||||||
The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. | ||||||||||||||
New Accounting Pronouncements | ||||||||||||||
In February 2013, the FASB issued Accounting Standards Update (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 notes 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 in the Company’s fiscal 2014 first quarter. Adoption of the disclosure requirements did not have a significant impact on the consolidated financial statements. | ||||||||||||||
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. Generally, 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 expensed 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. | ||||||||||||||
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. | ||||||||||||||
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 1,557,502 unvested restricted shares outstanding at March 31, 2014, which were issued at prices ranging from $7.48 to $52.55, of which 235,354 and 181,406, and 249,403 and 543,248 shares have been excluded in the calculation of diluted income per share for the three and six months ended March 31, 2014 and 2013, respectively, due to the difference between the issuance price and the average market price for the period in which they have been outstanding. The Company has also excluded the following stock options in its calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable period: | ||||||||||||||
(a)Â Â Â Â Â Â Â Â Â Â Â Â for the three months ended March 31, 2014, 77,290 options; | ||||||||||||||
(b)Â Â Â Â Â Â Â Â Â Â Â Â for the six months ended March 31, 2014, 75,387 options; | ||||||||||||||
(c)Â Â Â Â Â Â Â Â Â Â Â Â Â for the three months ended March 31, 2013, 121,521 options; and | ||||||||||||||
(d)Â Â Â Â Â Â Â Â Â Â Â Â for the six months ended March 31, 2013, 121,521 options. | ||||||||||||||
The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: | ||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 32,231,011 | 31,561,412 | 32,187,038 | 31,522,133 | ||||||||||
Treasury stock effect of options and restricted stock | 90,471 | 770,274 | 302,738 | 1,170,842 | ||||||||||
Diluted weighted average common shares outstanding | 32,321,482 | 32,331,686 | 32,489,776 | 32,692,975 | ||||||||||
Net income | $ | 5,631 | $ | 12,698 | $ | 12,723 | $ | 19,407 | ||||||
Basic income per common share | $ | 0.17 | $ | 0.4 | $ | 0.39 | $ | 0.62 | ||||||
Diluted income per common share | $ | 0.17 | $ | 0.39 | $ | 0.39 | $ | 0.59 | ||||||
Stock-Based Compensation | ||||||||||||||
The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options 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 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, 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 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 when 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. |
Defense_Logistics_Agency_DLA_D
Defense Logistics Agency (DLA) Disposition Services Contracts | 6 Months Ended |
Mar. 31, 2014 | |
Defense Logistics Agency (DLA) Disposition Services Contracts | ' |
Defense Logistics Agency (DLA) Disposition Services Contracts | ' |
3.                                     Defense Logistics Agency (DLA) Disposition Services Contracts | |
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. Under the 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. 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 $36,434,000 and $9,257,000 for inventory as of March 31, 2014 and September 30, 2013, respectively. The Surplus Contract contains a provision providing for a mutual termination of the contract for convenience. | |
As a result of the 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. | |
The DoD, in accordance with the award of the next (third) 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 original acquisition value (OAV). Later this month, the DoD is expected to formally award the contract. 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 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. Final contract awards are subject to a protest period and a pre-award survey by the DoD regarding the bidder’s ability to satisfactorily perform the work in accordance with their technical proposal submitted in step-one of the solicitation. Based on the unofficial April 1-2 bid results, the price for the 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 2015 and beyond. Additionally, the Company expects to cease the sale of DoD rolling stock under the new contract, which has historically accounted for approximately 30-35% of the overall revenue for the current DoD Surplus contract, resulting in lower revenue in future periods. The Company will continue to operate its existing DoD surplus contract to sell all useable surplus assets of the DoD, including rolling stock and non-rolling stock assets, for the base term ending December 2014, with two additional one-month renewal options. | |
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 the Company to receive up to an additional 2% of the profit sharing distribution. This incentive is measured annually on June 30th, and is applied to the prior 12 months. For the three and six months ended March 31, 2014 and 2013 profit-sharing distributions to the DLA Disposition Services under the Scrap Contract were $8,299,000 and $18,429,000; and $9,943,000 and $18,352,000, respectively, including accrued amounts, as of March 31, 2014 and 2013, of $4,652,000 and $4,314,000, 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 March 31, 2014. | |
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. |
Acquisitions
Acquisitions | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
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 ranges 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. As of March 31, 2014, the Company’s best estimate of the fair value of the earn-out is $18.6 million. 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 | $ | 3,760 | |||
Goodwill | 27,009 | ||||
Vendor contract intangible asset | 3,936 | ||||
Covenants not to compete | 1,400 | ||||
Other intangible asset | 225 | ||||
Property and equipment | 234 | ||||
Accrued liabilities | (204 | ) | |||
Total consideration | $ | 36,360 | |||
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 the related supplemental pro forma information is not significant and it is impracticable for us to determine the amount of earnings for NESA. |
Goodwill
Goodwill | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
Goodwill. | ' | ||||
Goodwill | ' | ||||
5.                                     Goodwill | |||||
The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. The following summarizes the Company’s goodwill activity for the periods indicated: | |||||
Goodwill | |||||
(in thousands) | |||||
Balance at September 30, 2013 | $ | 211,711 | |||
Translation adjustments | (887 | ) | |||
Balance at March 31, 2014 | $ | 210,824 |
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
6.                                     Intangible Assets | ||||||||||||||||||||||
Intangible assets at March 31, 2014 and September 30, 2013 consisted of the following: | ||||||||||||||||||||||
31-Mar-14 | September 30, 2013 | |||||||||||||||||||||
Useful | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
Life | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||
(in years) | Amount | Amount | Amount | Amount | ||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Contract intangibles | 5-Feb | $ | 36,806 | $ | (21,144 | ) | $ | 15,662 | $ | 37,236 | $ | (16,696 | ) | $ | 20,540 | |||||||
Brand and technology | 5-Mar | 5,950 | (2,258 | ) | 3,692 | 5,965 | (1,666 | ) | 4,299 | |||||||||||||
Covenants not to compete | 5-Mar | 4,348 | (1,837 | ) | 2,511 | 4,440 | (1,439 | ) | 3,001 | |||||||||||||
Patent and trademarks | 10-Mar | 536 | (178 | ) | 358 | 509 | (144 | ) | 365 | |||||||||||||
Total intangible assets, net | $ | 22,223 | $ | 28,205 | ||||||||||||||||||
Future expected amortization of intangible assets at March 31, 2014 was as follows: | ||||||||||||||||||||||
Years ending September 30, | Future | |||||||||||||||||||||
Amortization | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
2014 (remaining six months) | $ | 5,205 | ||||||||||||||||||||
2015 | 9,354 | |||||||||||||||||||||
2016 | 6,267 | |||||||||||||||||||||
2017 | 1,246 | |||||||||||||||||||||
2018 and after | 151 | |||||||||||||||||||||
Total | $ | 22,223 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2014 | |
Debt | ' |
Debt | ' |
7.                                     Debt | |
Senior Credit Facility | |
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 March 11, 2014, the Company amended this credit facility extending the term to May 31, 2015. Borrowings under the Agreement bear interest at an annual rate equal to the 30 day LIBOR rate plus 1.25% (1.404% at March 31, 2014) due monthly. As of September 30, 2013 and March 31, 2014, the Company had no outstanding borrowings under the Agreement, and the Company’s borrowing availability was $67.8 million and $65.1 million, respectively, due to issued letters of credit for $7.2 million and $9.9 million, respectively. | |
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 March 31, 2014, the Company was in compliance with these covenants. | |
Subordinated Note | |
In conjunction with the Jacobs Trading acquisition, the Company issued a $40,000,000 seller subordinated 5% unsecured note. The note was repaid in full in November 2012. In conjunction with the repayment, the Company received a $1.0 million discount on the principal. This gain on the early extinguishment of debt has been reflected in interest expense and other income (expense) in the Consolidated Statement of Operations. |
Income_Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
8.                                     Income Taxes | |
The Company’s interim effective income tax rate is based on management’s best current estimate of the expected annual effective income tax rate. The Company estimates that its fiscal year 2014 tax rate will be approximately 40%. | |
The Company applies the 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 examination for fiscal 2011. The Company anticipates no material tax liability to arise from this examination. The statute of limitations for years prior to fiscal 2010 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2010 may be adjusted upon examination by tax authorities if they are utilized. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
9.                                     Stockholders’ Equity | |||||||||||||
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 three months ended December 31, 2013 and March 31, 2014 is as follows: | |||||||||||||
Period | Total Number of Shares | Average Price Paid per | Total Cash Paid for | Approximate Dollar Value | |||||||||
Purchased | Share | Shares Purchased | of Shares that May Yet Be | ||||||||||
Purchased Under the | |||||||||||||
Plans or Programs(1) | |||||||||||||
2009 | 707,462 | $ | 5.5 | $ | 3,874,000 | $ | 6,126,000 | ||||||
2010 | 1,225,019 | $ | 11.53 | 14,471,000 | 1,655,000 | ||||||||
2011 | 229,575 | $ | 15.39 | 3,541,000 | 18,114,000 | ||||||||
2012 | 505,067 | $ | 59.41 | 30,000,000 | 18,114,000 | ||||||||
2013 | — | — | — | 31,000,000 | |||||||||
3 Months Ending 12/31/13 | — | — | — | 31,000,000 | |||||||||
3 Months Ending 3/31/14 | 128,566 | $ | 23.87 | 3,057,000 | 46,943,000 | ||||||||
(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 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. | |||||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||||||||
Under the 2006 Plan, as amended, 10,000,000 shares of common stock were available for issuance. At September 30, 2012, there were 2,553,574 shares remaining reserved for issuance in connection with awards under the 2006 Plan. 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 issued restricted shares to a non-employee that vest based on performance conditions. At September 30, 2013, there were 1,819,050 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During the six months ended March 31, 2014, the Company issued options to purchase 427,556 shares to employees and directors at prices ranging from $21.53 to $24.19, and options to purchase 161,830 shares were forfeited. During the six months ended March 31, 2014, the Company issued 589,656 restricted shares to employees and directors at prices ranging from $21.53 to $26.71, and 189,618 restricted shares were forfeited. At March 31, 2014, there were 1,153,286 shares remaining reserved for issuance in connection with awards under the 2006 Plan. 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 restricted shares and options generally vest over a period of one to four years conditioned on continued employment for the incentive period. | |||||||||||||
Stock Option Activity | |||||||||||||
A summary of the Company’s stock option activity for the year ended September 30, 2013, the three months ended December 31, 2013, and the three months ended March 31, 2014 is as follows: | |||||||||||||
Options | Weighted- | ||||||||||||
Average | |||||||||||||
Exercise Price | |||||||||||||
Options outstanding at September 30, 2012 | 1,675,795 | $ | 13.84 | ||||||||||
Options granted | 171,994 | 35.76 | |||||||||||
Options exercised | (223,139 | ) | 11.35 | ||||||||||
Options canceled | (32,244 | ) | 18.67 | ||||||||||
Options outstanding at September 30, 2013 | 1,592,406 | 16.46 | |||||||||||
Options granted | 348,002 | 22.6 | |||||||||||
Options exercised | (52,374 | ) | 8.95 | ||||||||||
Options canceled | (15,747 | ) | 30.11 | ||||||||||
Options outstanding at December 31, 2013 | 1,872,287 | 17.7 | |||||||||||
Options granted | 79,554 | 21.53 | |||||||||||
Options exercised | (151,605 | ) | 11.65 | ||||||||||
Options canceled | (146,083 | ) | 15.73 | ||||||||||
Options outstanding at March 31, 2014 | 1,654,153 | 18.61 | |||||||||||
Options exercisable at March 31, 2014 | 1,035,428 | 14.94 | |||||||||||
The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at March 31, 2014 is approximately $15,084,000 and 6.05 and $12,956,000 and 4.21, respectively, based on a stock price of $26.05 on March 31, 2014. Over the last three years, volatility rates have ranged from 50.90% - 60.61%, a dividend rate of 0%, risk free interest rates have ranged from 0.12% - 1.21%, and expected forfeiture rates have ranged from 19.00% - 22.80%. | |||||||||||||
Restricted Share Activity | |||||||||||||
A summary of the Company’s restricted share activity for the year ended September 30, 2013, the three months ended December 31, 2013, and the three months ended March 31, 2014 is as follows: | |||||||||||||
Restricted | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Fair Value | |||||||||||||
Unvested restricted shares at September 30, 2012 | 1,399,609 | $ | 22.51 | ||||||||||
Restricted shares granted | 997,857 | 36.97 | |||||||||||
Restricted shares vested | (450,514 | ) | 21.18 | ||||||||||
Restricted shares canceled | (403,083 | ) | 35.39 | ||||||||||
Unvested restricted shares at September 30, 2013 | 1,543,869 | 28.89 | |||||||||||
Restricted shares granted | 567,331 | 22.38 | |||||||||||
Restricted shares vested | (336,271 | ) | 22.43 | ||||||||||
Restricted shares canceled | (100,307 | ) | 19.81 | ||||||||||
Unvested restricted shares at December 31, 2013 | 1,674,622 | 28.52 | |||||||||||
Restricted shares granted | 22,325 | 22.75 | |||||||||||
Restricted shares vested | (50,134 | ) | 32.16 | ||||||||||
Restricted shares canceled | (89,311 | ) | 24.2 | ||||||||||
Unvested restricted shares at March 31, 2014 | 1,557,502 | 28.57 | |||||||||||
The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at March 31, 2014 is approximately $40,573,000 and 8.68, respectively, based on a stock price of $26.05 on March 31, 2014. |
Fair_Value_Measurement
Fair Value Measurement | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
Fair Value Measurement | ' | ||||
Fair Value Measurement | ' | ||||
10.                              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). On January 1, 2012, the Company adopted ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which amended FASB ASC Topic 820, Fair Value Measurement. Adoption of the disclosure requirements did not have a material impact on the Company’s financial position or results of operations. The hierarchy consists of three levels: | |||||
Level 1Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Quoted market prices in active markets for identical assets or liabilities; | |||||
Level 2Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Inputs other than Level 1 inputs that are either directly or indirectly observable; and | |||||
Level 3Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. | |||||
As of March 31, 2014 and September 30, 2013, the Company had no Level 1 or Level 2 assets or liabilities that were recorded at fair value on a recurring basis. As of September 30, 2013 and March 31, 2014, the Company’s liability for the earn-out related to the National Electronic Service Association acquisition of $18,390,000 and $18,565,000, respectively, is the only liability measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. The changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2013 and the six months ended March 31, 2014 are as follows ($ in thousands): | |||||
Level 3 | |||||
Liabilities | |||||
Balance at September 30, 2012 | $ | 14,511 | |||
Acquisition contingent consideration | 18,050 | ||||
Settlements | (19,608 | ) | |||
Change in fair value of contingent consideration | 5,437 | ||||
Balance at September 30, 2013 | 18,390 | ||||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | 175 | ||||
Balance at March 31, 2014 | $ | 18,565 | |||
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. 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 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). We believe the carrying value approximates fair value due to the short term maturity of these instruments. |
Defined_Benefit_Pension_Plan
Defined Benefit Pension Plan | 6 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Defined Benefit Pension Plan | ' | |||||||||||||
Defined Benefit Pension Plan | ' | |||||||||||||
11.                              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 net periodic benefit cost recognized for the three and six months ended March 31, 2014 and 2013, included the following components: | ||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
Qualified Defined Benefit Pension Plan | 2014 | 2013 | 2014 | 2013 | ||||||||||
(dollars in thousands) | ||||||||||||||
Service cost | — | — | — | — | ||||||||||
Interest cost | $ | 286 | $ | 265 | $ | 566 | $ | 538 | ||||||
Expected return on plan assets | (336 | ) | (264 | ) | (658 | ) | (531 | ) | ||||||
Amortization of prior service cost | — | — | — | — | ||||||||||
Amortization of actuarial (gain)/loss | — | — | — | — | ||||||||||
Amortization of transitional obligation/(asset) | — | — | — | — | ||||||||||
Total net periodic benefit cost | $ | (50 | ) | $ | 1 | $ | (92 | ) | $ | 7 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Unaudited Interim Financial Information | ' | |||||||||||||
Unaudited Interim Financial Information | ||||||||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation have been included. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014 or any future period. Fee revenue is revenue earned under the consignment model, as well as other fee revenue, and is presented separately as it accounts for more than 10% of total revenue. | ||||||||||||||
The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. | ||||||||||||||
New Accounting Pronouncements | ' | |||||||||||||
New Accounting Pronouncements | ||||||||||||||
In February 2013, the FASB issued Accounting Standards Update (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 notes 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 in the Company’s fiscal 2014 first quarter. Adoption of the disclosure requirements did not have a significant impact on the consolidated financial statements. | ||||||||||||||
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. Generally, 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 expensed 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. | ||||||||||||||
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. | ||||||||||||||
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 1,557,502 unvested restricted shares outstanding at March 31, 2014, which were issued at prices ranging from $7.48 to $52.55, of which 235,354 and 181,406, and 249,403 and 543,248 shares have been excluded in the calculation of diluted income per share for the three and six months ended March 31, 2014 and 2013, respectively, due to the difference between the issuance price and the average market price for the period in which they have been outstanding. The Company has also excluded the following stock options in its calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable period: | ||||||||||||||
(a)Â Â Â Â Â Â Â Â Â Â Â Â for the three months ended March 31, 2014, 77,290 options; | ||||||||||||||
(b)Â Â Â Â Â Â Â Â Â Â Â Â for the six months ended March 31, 2014, 75,387 options; | ||||||||||||||
(c)Â Â Â Â Â Â Â Â Â Â Â Â Â for the three months ended March 31, 2013, 121,521 options; and | ||||||||||||||
(d)Â Â Â Â Â Â Â Â Â Â Â Â for the six months ended March 31, 2013, 121,521 options. | ||||||||||||||
The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: | ||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 32,231,011 | 31,561,412 | 32,187,038 | 31,522,133 | ||||||||||
Treasury stock effect of options and restricted stock | 90,471 | 770,274 | 302,738 | 1,170,842 | ||||||||||
Diluted weighted average common shares outstanding | 32,321,482 | 32,331,686 | 32,489,776 | 32,692,975 | ||||||||||
Net income | $ | 5,631 | $ | 12,698 | $ | 12,723 | $ | 19,407 | ||||||
Basic income per common share | $ | 0.17 | $ | 0.4 | $ | 0.39 | $ | 0.62 | ||||||
Diluted income per common share | $ | 0.17 | $ | 0.39 | $ | 0.39 | $ | 0.59 | ||||||
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 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 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, 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 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 when 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of potential outstanding common stock | ' | |||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 32,231,011 | 31,561,412 | 32,187,038 | 31,522,133 | ||||||||||
Treasury stock effect of options and restricted stock | 90,471 | 770,274 | 302,738 | 1,170,842 | ||||||||||
Diluted weighted average common shares outstanding | 32,321,482 | 32,331,686 | 32,489,776 | 32,692,975 | ||||||||||
Net income | $ | 5,631 | $ | 12,698 | $ | 12,723 | $ | 19,407 | ||||||
Basic income per common share | $ | 0.17 | $ | 0.4 | $ | 0.39 | $ | 0.62 | ||||||
Diluted income per common share | $ | 0.17 | $ | 0.39 | $ | 0.39 | $ | 0.59 |
Acquisitions_Tables
Acquisitions (Tables) (NESA) | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
NESA | ' | ||||
Acquisitions | ' | ||||
Schedule of fair value of tangible and intangible assets acquired and liabilities assumed | ' | ||||
Consideration | |||||
Amount | |||||
(in thousands) | |||||
Cash | $ | 3,760 | |||
Goodwill | 27,009 | ||||
Vendor contract intangible asset | 3,936 | ||||
Covenants not to compete | 1,400 | ||||
Other intangible asset | 225 | ||||
Property and equipment | 234 | ||||
Accrued liabilities | (204 | ) | |||
Total consideration | $ | 36,360 |
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
Goodwill. | ' | ||||
Summary of goodwill activity | ' | ||||
Goodwill | |||||
(in thousands) | |||||
Balance at September 30, 2013 | $ | 211,711 | |||
Translation adjustments | (887 | ) | |||
Balance at March 31, 2014 | $ | 210,824 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
Schedule of composition of intangible assets | ' | |||||||||||||||||||||
31-Mar-14 | September 30, 2013 | |||||||||||||||||||||
Useful | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||
Life | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||
(in years) | Amount | Amount | Amount | Amount | ||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Contract intangibles | 5-Feb | $ | 36,806 | $ | (21,144 | ) | $ | 15,662 | $ | 37,236 | $ | (16,696 | ) | $ | 20,540 | |||||||
Brand and technology | 5-Mar | 5,950 | (2,258 | ) | 3,692 | 5,965 | (1,666 | ) | 4,299 | |||||||||||||
Covenants not to compete | 5-Mar | 4,348 | (1,837 | ) | 2,511 | 4,440 | (1,439 | ) | 3,001 | |||||||||||||
Patent and trademarks | 10-Mar | 536 | (178 | ) | 358 | 509 | (144 | ) | 365 | |||||||||||||
Total intangible assets, net | $ | 22,223 | $ | 28,205 | ||||||||||||||||||
Schedule of future expected amortization of intangible assets | ' | |||||||||||||||||||||
Years ending September 30, | Future | |||||||||||||||||||||
Amortization | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
2014 (remaining six months) | $ | 5,205 | ||||||||||||||||||||
2015 | 9,354 | |||||||||||||||||||||
2016 | 6,267 | |||||||||||||||||||||
2017 | 1,246 | |||||||||||||||||||||
2018 and after | 151 | |||||||||||||||||||||
Total | $ | 22,223 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stockholders' Equity | ' | ||||||||||||
Summary of share repurchase activity | ' | ||||||||||||
Period | Total Number of Shares | Average Price Paid per | Total Cash Paid for | Approximate Dollar Value | |||||||||
Purchased | Share | Shares Purchased | of Shares that May Yet Be | ||||||||||
Purchased Under the | |||||||||||||
Plans or Programs(1) | |||||||||||||
2009 | 707,462 | $ | 5.5 | $ | 3,874,000 | $ | 6,126,000 | ||||||
2010 | 1,225,019 | $ | 11.53 | 14,471,000 | 1,655,000 | ||||||||
2011 | 229,575 | $ | 15.39 | 3,541,000 | 18,114,000 | ||||||||
2012 | 505,067 | $ | 59.41 | 30,000,000 | 18,114,000 | ||||||||
2013 | — | — | — | 31,000,000 | |||||||||
3 Months Ending 12/31/13 | — | — | — | 31,000,000 | |||||||||
3 Months Ending 3/31/14 | 128,566 | $ | 23.87 | 3,057,000 | 46,943,000 | ||||||||
(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 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 | 1,675,795 | $ | 13.84 | ||||||||||
Options granted | 171,994 | 35.76 | |||||||||||
Options exercised | (223,139 | ) | 11.35 | ||||||||||
Options canceled | (32,244 | ) | 18.67 | ||||||||||
Options outstanding at September 30, 2013 | 1,592,406 | 16.46 | |||||||||||
Options granted | 348,002 | 22.6 | |||||||||||
Options exercised | (52,374 | ) | 8.95 | ||||||||||
Options canceled | (15,747 | ) | 30.11 | ||||||||||
Options outstanding at December 31, 2013 | 1,872,287 | 17.7 | |||||||||||
Options granted | 79,554 | 21.53 | |||||||||||
Options exercised | (151,605 | ) | 11.65 | ||||||||||
Options canceled | (146,083 | ) | 15.73 | ||||||||||
Options outstanding at March 31, 2014 | 1,654,153 | 18.61 | |||||||||||
Options exercisable at March 31, 2014 | 1,035,428 | 14.94 | |||||||||||
Summary of restricted share activity | ' | ||||||||||||
Restricted | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Fair Value | |||||||||||||
Unvested restricted shares at September 30, 2012 | 1,399,609 | $ | 22.51 | ||||||||||
Restricted shares granted | 997,857 | 36.97 | |||||||||||
Restricted shares vested | (450,514 | ) | 21.18 | ||||||||||
Restricted shares canceled | (403,083 | ) | 35.39 | ||||||||||
Unvested restricted shares at September 30, 2013 | 1,543,869 | 28.89 | |||||||||||
Restricted shares granted | 567,331 | 22.38 | |||||||||||
Restricted shares vested | (336,271 | ) | 22.43 | ||||||||||
Restricted shares canceled | (100,307 | ) | 19.81 | ||||||||||
Unvested restricted shares at December 31, 2013 | 1,674,622 | 28.52 | |||||||||||
Restricted shares granted | 22,325 | 22.75 | |||||||||||
Restricted shares vested | (50,134 | ) | 32.16 | ||||||||||
Restricted shares canceled | (89,311 | ) | 24.2 | ||||||||||
Unvested restricted shares at March 31, 2014 | 1,557,502 | 28.57 | |||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 6 Months Ended | ||||
Mar. 31, 2014 | |||||
Fair Value Measurement | ' | ||||
Schedule of changes in liabilities measured at fair value for which Level 3 inputs 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, 2013 and the six months ended March 31, 2014 are as follows ($ in thousands): | |||||
Level 3 | |||||
Liabilities | |||||
Balance at September 30, 2012 | $ | 14,511 | |||
Acquisition contingent consideration | 18,050 | ||||
Settlements | (19,608 | ) | |||
Change in fair value of contingent consideration | 5,437 | ||||
Balance at September 30, 2013 | 18,390 | ||||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | 175 | ||||
Balance at March 31, 2014 | $ | 18,565 |
Defined_Benefit_Pension_Plan_T
Defined Benefit Pension Plan (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Defined Benefit Pension Plan | ' | |||||||||||||
Schedule of net periodic benefit cost recognized | ' | |||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
Qualified Defined Benefit Pension Plan | 2014 | 2013 | 2014 | 2013 | ||||||||||
(dollars in thousands) | ||||||||||||||
Service cost | — | — | — | — | ||||||||||
Interest cost | $ | 286 | $ | 265 | $ | 566 | $ | 538 | ||||||
Expected return on plan assets | (336 | ) | (264 | ) | (658 | ) | (531 | ) | ||||||
Amortization of prior service cost | — | — | — | — | ||||||||||
Amortization of actuarial (gain)/loss | — | — | — | — | ||||||||||
Amortization of transitional obligation/(asset) | — | — | — | — | ||||||||||
Total net periodic benefit cost | $ | (50 | ) | $ | 1 | $ | (92 | ) | $ | 7 |
Organization_Details
Organization (Details) | 6 Months Ended |
Mar. 31, 2014 | |
segment | |
productcategory | |
Organization | ' |
Product categories offered, number | 500 |
Reportable segment, number | 1 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings per Share | ' | ' | ' | ' | ' | ' | ' |
Treasury stock effect of options and restricted stock (in shares) | 90,471 | 770,274 | 302,738 | 1,170,842 | ' | ' | ' |
Restricted shares | ' | ' | ' | ' | ' | ' | ' |
Earnings per Share | ' | ' | ' | ' | ' | ' | ' |
Unvested restricted shares | 1,557,502 | ' | 1,557,502 | ' | 1,674,622 | 1,543,869 | 1,399,609 |
Issue price (in dollars per share) | $28.57 | ' | $28.57 | ' | $28.52 | $28.89 | $22.51 |
Unvested shares excluded in calculation of diluted income per share | 235,354 | 249,403 | 181,406 | 543,248 | ' | ' | ' |
Restricted shares | Minimum | ' | ' | ' | ' | ' | ' | ' |
Earnings per Share | ' | ' | ' | ' | ' | ' | ' |
Issue price (in dollars per share) | $7.48 | 7.48 | $7.48 | $7.48 | ' | ' | ' |
Restricted shares | Maximum | ' | ' | ' | ' | ' | ' | ' |
Earnings per Share | ' | ' | ' | ' | ' | ' | ' |
Issue price (in dollars per share) | $52.55 | 52.55 | $52.55 | $52.55 | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (Stock options) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Stock 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) | 77,290 | 121,521 | 75,387 | 121,521 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Weighted average shares calculation: | ' | ' | ' | ' |
Basic weighted average shares outstanding | 32,231,011 | 31,561,412 | 32,187,038 | 31,522,133 |
Treasury stock effect of options and restricted stock (in shares) | 90,471 | 770,274 | 302,738 | 1,170,842 |
Diluted weighted average common shares outstanding | 32,321,482 | 32,331,686 | 32,489,776 | 32,692,975 |
Net income | $5,631 | $12,698 | $12,724 | $19,407 |
Basic income per common share (in dollars per share) | $0.17 | $0.40 | $0.39 | $0.62 |
Diluted income per common share (in dollars per share) | $0.17 | $0.39 | $0.39 | $0.59 |
Defense_Logistics_Agency_DLA_D1
Defense Logistics Agency (DLA) Disposition Services Contracts (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2014 | Feb. 29, 2012 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Surplus Contract | Surplus Contract | Surplus Contract | Surplus Contract | Surplus Contract | Surplus Contract | Sale of surplus assets of U.S. Department of Defense | Non-rolling stock surplus contract | Scrap Contract | Scrap Contract | Scrap Contract | Scrap Contract | Scrap Contract | Scrap Contract | ||||||
renewaloption | renewaloption | Rolling stock | Rolling stock | contract | Expected | renewaloption | Q | Maximum | |||||||||||
Surplus contract revenue | Surplus contract revenue | renewaloption | item | ||||||||||||||||
U.S. Department of Defense | U.S. Department of Defense | ||||||||||||||||||
Minimum | Maximum | ||||||||||||||||||
Defense Logistics Agency (DLA) Disposition Services Contracts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | 4 | 3 | ' | ' | ' | ' | ' |
Term of renewal options | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | '1 year | '1 year | ' | ' | ' | ' | ' |
Base term of follow-on contract extension | ' | ' | ' | ' | ' | '10 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options under follow-on contract | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of each renewal option under follow-on contract | ' | ' | ' | ' | ' | '1 month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | ' | ' | ' | ' | ' | ' | ' | 1.80% | ' | ' | ' | ' | 4.35% | ' | ' | ' | ' | ' | ' |
Term of contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Profits from resale of the property retained (as a percent) | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Liability for inventory included in accrued expenses and other current liabilities | $64,369,000 | ' | $64,369,000 | ' | $34,825,000 | ' | ' | $36,434,000 | $9,257,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of surplus contracts on which bidding was held | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Profits distributed to DLA Disposition Services (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77.00% | ' | ' |
Additional profit sharing distribution (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% |
Performance incentive measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' |
Profit-sharing distributions | 8,299,000 | 9,942,000 | 18,429,000 | 18,352,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,299,000 | 9,943,000 | 18,429,000 | 18,352,000 | ' |
Profit-sharing distributions accrued | $4,652,000 | ' | $4,652,000 | ' | $4,315,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,652,000 | $4,314,000 | $4,652,000 | $4,314,000 | ' |
Number of consecutive quarterly periods in which performance ratio does not exceed benchmark ratios resulting in contract termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Number of preceding months in which performance ratio does not exceed benchmark ratios resulting in contract termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Nov. 02, 2012 | Mar. 31, 2014 | Nov. 02, 2012 | Nov. 02, 2012 | Nov. 02, 2012 | Nov. 02, 2012 | Nov. 02, 2012 |
NESA | NESA | NESA | NESA | NESA | NESA | NESA | |||
Vendor contract intangible asset | Covenants not to compete | Other intangible asset | Minimum | Maximum | |||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront cash payment | ' | ' | $18,300,000 | ' | ' | ' | ' | ' | ' |
Period after the closing date of acquisition during which EBITDA earned is used to calculate the earn-out | ' | ' | ' | ' | ' | ' | ' | '36 months | '48 months |
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 | ' | ' | 37,700,000 | ' | ' | ' | ' | ' | ' |
Estimated fair value of earn-out | ' | ' | 18,000,000 | 18,600,000 | ' | ' | ' | ' | ' |
Purchase consideration allocated to acquired tangible assets, identifiable intangible assets, liabilities assumed and goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | 3,760,000 | ' | ' | ' | ' | ' | ' |
Goodwill | 210,824,000 | 211,711,000 | 27,009,000 | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | 3,936,000 | 1,400,000 | 225,000 | ' | ' |
Property and equipment | ' | ' | 234,000 | ' | ' | ' | ' | ' | ' |
Accrued liabilities | ' | ' | -204,000 | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | $36,360,000 | ' | ' | ' | ' | ' | ' |
Percentage of expected tax deductible of goodwill | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' |
Goodwill_Details
Goodwill (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill | ' |
Balance at the beginning of the period | $211,711 |
Translation adjustments | -887 |
Balance at the end of the period | $210,824 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Contract intangibles | Contract intangibles | Contract intangibles | Contract intangibles | Brand and technology | Brand and technology | Brand and technology | Brand and technology | Covenants not to compete | Covenants not to compete | Covenants not to compete | Covenants not to compete | Patent and trademarks | Patent and trademarks | Patent and trademarks | Patent and trademarks | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful Life | ' | ' | ' | ' | '2 years | '5 years | ' | ' | '3 years | '5 years | ' | ' | '3 years | '5 years | ' | ' | '3 years | '10 years |
Gross Carrying Amount | ' | ' | $36,806 | $37,236 | ' | ' | $5,950 | $5,965 | ' | ' | $4,348 | $4,440 | ' | ' | $536 | $509 | ' | ' |
Accumulated Amortization | ' | ' | -21,144 | -16,696 | ' | ' | -2,258 | -1,666 | ' | ' | -1,837 | -1,439 | ' | ' | -178 | -144 | ' | ' |
Net Carrying Amount | $22,223 | $28,205 | $15,662 | $20,540 | ' | ' | $3,692 | $4,299 | ' | ' | $2,511 | $3,001 | ' | ' | $358 | $365 | ' | ' |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Future expected amortization of intangible assets | ' | ' |
2014 (remaining six months) | $5,205 | ' |
2015 | 9,354 | ' |
2016 | 6,267 | ' |
2017 | 1,246 | ' |
2018 and after | 151 | ' |
Net Carrying Amount | $22,223 | $28,205 |
Debt_Details
Debt (Details) (USD $) | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Oct. 02, 2011 | Nov. 30, 2012 | |
Amended Senior Credit Facility, expiring May 31, 2014 | Amended Senior Credit Facility, expiring May 31, 2014 | Amended Senior Credit Facility, expiring May 31, 2014 | Amended Senior Credit Facility, expiring May 31, 2014 | Subordinated Note | Subordinated Note | ||
Issued letters of credit | Issued letters of credit | Jacobs Trading | Jacobs Trading | ||||
Debt | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowings | ' | $75,000,000 | ' | ' | ' | ' | ' |
Interest rate basis | ' | '30 day LIBOR | ' | ' | ' | ' | ' |
Percentage added to reference rate | ' | 1.25% | ' | ' | ' | ' | ' |
Interest rate at period end (as a percent) | ' | 1.40% | ' | ' | ' | ' | ' |
Amount outstanding | ' | 0 | 0 | 9,900,000 | 7,200,000 | ' | ' |
Available borrowing capacity | ' | 65,100,000 | 67,800,000 | ' | ' | ' | ' |
Principal amount of debt issued | ' | ' | ' | ' | ' | 40,000,000 | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | 5.00% | ' |
Gain on the early extinguishment of debt | $1,000,000 | ' | ' | ' | ' | ' | $1,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Mar. 31, 2014 |
Income Taxes | ' |
Estimated effective tax rate (as a percent) | 40.00% |
Uncertain tax positions identified during analysis | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Feb. 05, 2014 | Dec. 12, 2013 | 17-May-12 | 31-May-11 | Nov. 30, 2010 | Feb. 02, 2010 | Dec. 02, 2008 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 | |
Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share repurchase program approved amount | ' | ' | ' | ' | ' | ' | $10,000,000 | $101,900,000 | ' | ' | ' | ' | ' | ' | ' |
Total Number of Shares Purchased | ' | ' | ' | ' | ' | ' | ' | 128,566 | ' | ' | ' | ' | 229,575 | 1,225,019 | 707,462 |
Total Number of Shares Purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 505,067 | ' | ' | ' |
Average Price Paid per Share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $23.87 | ' | ' | ' | $59.41 | $15.39 | $11.53 | $5.50 |
Total Cash Paid for Shares Purchased | ' | ' | ' | ' | ' | ' | ' | 3,057,000 | ' | 3,057,000 | ' | ' | 3,541,000 | 14,471,000 | 3,874,000 |
Total Cash Paid for Shares Purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ' | ' | ' | ' | ' | ' | ' | 46,943,000 | 31,000,000 | ' | 31,000,000 | 18,114,000 | 18,114,000 | 1,655,000 | 6,126,000 |
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_2
Stockholders' Equity (Details 2) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Employee and director options | Employee and director options | Employee and director options | Employee and director options | Employee and director options | Employee and director options | Employee and director options | Employee and director options | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Restricted shares | Options or stock appreciation rights | Other than options or stock appreciation rights | ||||
Minimum | Minimum | Maximum | Maximum | Minimum | Minimum | Maximum | Maximum | Performance-based | Maximum | Maximum | ||||||||||||
Non-employee | ||||||||||||||||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for issuance | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining shares reserved for issuance | 1,153,286 | 1,819,050 | 2,553,574 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | ' | 79,554 | 348,002 | 427,556 | 171,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted, exercise prices (in dollars per share) | ' | ' | ' | $21.53 | $22.60 | ' | $35.76 | $21.53 | $29.47 | $24.19 | $46.72 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options forfeited (in shares) | ' | ' | ' | 146,083 | 15,747 | 161,830 | 32,244 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,325 | 567,331 | 589,656 | 997,857 | ' | ' | ' | ' | 335,000 | ' | ' |
Restricted shares granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22.75 | $22.38 | ' | $36.97 | $21.53 | $29.47 | $26.71 | $42.47 | ' | ' | ' |
Restricted shares forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 89,311 | 100,307 | 189,618 | 403,083 | ' | ' | ' | ' | 281,500 | ' | ' |
Number of shares awarded per person per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 700,000 |
Vesting period | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | '4 years | ' | ' | ' | ' | ' | '1 year | ' | '4 years | ' | ' | ' | ' |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Options, USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | |
Options | ' | ' | ' | ' |
Stock option activity | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | 1,872,287 | 1,592,406 | 1,592,406 | 1,675,795 |
Options granted (in shares) | 79,554 | 348,002 | 427,556 | 171,994 |
Options exercised (in shares) | -151,605 | -52,374 | ' | -223,139 |
Options cancelled (in shares) | -146,083 | -15,747 | -161,830 | -32,244 |
Options outstanding at the end of the period (in shares) | 1,654,153 | 1,872,287 | 1,654,153 | 1,592,406 |
Options exercisable at the end of the period (in shares) | 1,035,428 | ' | 1,035,428 | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in dollars per share) | $17.70 | $16.46 | $16.46 | $13.84 |
Options granted (in dollars per share) | $21.53 | $22.60 | ' | $35.76 |
Options exercised (in dollars per share) | $11.65 | $8.95 | ' | $11.35 |
Options cancelled (in dollars per share) | $15.73 | $30.11 | ' | $18.67 |
Options outstanding at the end of the period (in dollars per share) | $18.61 | $17.70 | $18.61 | $16.46 |
Options exercisable at the end of the period (in dollars per share) | $14.94 | ' | $14.94 | ' |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (USD $) | 6 Months Ended | 36 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | ' | ' |
Stock price (in dollars per share) | $26.05 | $26.05 |
Options | ' | ' |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | ' | ' |
Intrinsic value of outstanding shares | $15,084,000 | $15,084,000 |
Weighted average remaining contractual life of outstanding options | '6 years 18 days | ' |
Intrinsic value of exercisable options | $12,956,000 | $12,956,000 |
Weighted average remaining contractual life of exercisable options | '4 years 2 months 16 days | ' |
Fair value assumptions | ' | ' |
Volatility rate, minimum (as a percent) | ' | 50.90% |
Volatility rate, maximum (as a percent) | ' | 60.61% |
Dividend yield (as a percent) | ' | 0.00% |
Risk free interest rate, minimum (as a percent) | ' | 0.12% |
Risk free interest rate, maximum (as a percent) | ' | 1.21% |
Options | Minimum | ' | ' |
Fair value assumptions | ' | ' |
Expected forfeiture rate (as a percent) | ' | 19.00% |
Options | Maximum | ' | ' |
Fair value assumptions | ' | ' |
Expected forfeiture rate (as a percent) | ' | 22.80% |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | |
Unvested awards | ' | ' | ' | ' |
Stock price (in dollars per share) | $26.05 | ' | $26.05 | ' |
Restricted shares | ' | ' | ' | ' |
Restricted share activity | ' | ' | ' | ' |
Unvested restricted shares at the beginning of the period | 1,674,622 | 1,543,869 | 1,543,869 | 1,399,609 |
Restricted shares granted | 22,325 | 567,331 | 589,656 | 997,857 |
Restricted shares vested | -50,134 | -336,271 | ' | -450,514 |
Restricted shares cancelled | -89,311 | -100,307 | -189,618 | -403,083 |
Unvested restricted shares at the end of the period | 1,557,502 | 1,674,622 | 1,557,502 | 1,543,869 |
Weighted-Average Fair Value | ' | ' | ' | ' |
Unvested restricted shares at the beginning of the period (in dollars per share) | $28.52 | $28.89 | $28.89 | $22.51 |
Restricted shares granted (in dollars per share) | $22.75 | $22.38 | ' | $36.97 |
Restricted shares vested (in dollars per share) | $32.16 | $22.43 | ' | $21.18 |
Restricted shares cancelled (in dollars per share) | $24.20 | $19.81 | ' | $35.39 |
Unvested restricted shares at the end of the period (in dollars per share) | $28.57 | $28.52 | $28.57 | $28.89 |
Unvested awards | ' | ' | ' | ' |
Intrinsic value of unvested restricted shares | $40,573,000 | ' | $40,573,000 | ' |
Weighted average remaining contractual life of unvested restricted shares | ' | ' | '8 years 8 months 5 days | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 31, 2014 | Nov. 02, 2012 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 |
NESA | NESA | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Recurring basis | |
Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||
NESA | NESA | |||||||
Fair value measurement | ' | ' | ' | ' | ' | ' | ' | ' |
Assets, fair value | ' | ' | $0 | $0 | $0 | $0 | ' | ' |
Liabilities, fair value | ' | ' | 0 | 0 | 0 | 0 | ' | ' |
Estimated fair value of earn-out | $18,600,000 | $18,000,000 | ' | ' | ' | ' | $18,565,000 | $18,390,000 |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 2) (Contingent consideration, USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 |
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 | $14,511 |
Acquisition contingent consideration | ' | 18,050 |
Settlements | ' | -19,608 |
Change in fair value of contingent consideration | 175 | 5,437 |
Balance at the end of the period | $18,565 | $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) (Defined benefit pension plan, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Defined benefit pension plan | ' | ' | ' | ' |
Net periodic benefit cost recognized | ' | ' | ' | ' |
Interest cost | $286 | $265 | $566 | $538 |
Expected return on plan assets | -336 | -264 | -658 | -531 |
Total net periodic benefit cost | ($50) | $1 | ($92) | $7 |