Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | LIQUIDITY SERVICES INC | |
Entity Central Index Key | 1235468 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,011,121 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $86,231 | $62,598 |
Accounts receivable, net of allowance for doubtful accounts of $2,247 and $1,042 at March 31, 2015 and September 30, 2014, respectively | 14,525 | 21,688 |
Inventory | 51,695 | 78,478 |
Prepaid and deferred taxes | 15,679 | 16,777 |
Prepaid expenses and other current assets | 4,774 | 5,156 |
Total current assets | 172,904 | 184,697 |
Property and equipment, net | 14,327 | 12,283 |
Intangible assets, net | 3,812 | 17,099 |
Goodwill | 121,835 | 209,656 |
Deferred long-term tax assets | 28,305 | 6,160 |
Other assets | 2,022 | 1,823 |
Total assets | 343,205 | 431,718 |
Current liabilities: | ||
Accounts payable | 15,686 | 15,994 |
Accrued expenses and other current liabilities | 28,094 | 44,484 |
Profit-sharing distributions payable | 5,025 | 4,740 |
Customer payables | 30,695 | 41,544 |
Total current liabilities | 79,500 | 106,762 |
Deferred taxes and other long-term liabilities | 6,986 | 7,973 |
Total liabilities | 86,486 | 114,735 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 29,994,582 shares issued and outstanding at March 31, 2015; 29,668,150 shares issued and outstanding at September 30, 2014 | 29 | 28 |
Additional paid-in capital | 210,287 | 204,704 |
Accumulated other comprehensive loss | -6,564 | -3,451 |
Retained earnings | 52,967 | 115,702 |
Total stockholders' equity | 256,719 | 316,983 |
Total liabilities and stockholders' equity | $343,205 | $431,718 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $2,247 | $1,042 |
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 | 29,994,582 | 29,668,150 |
Common stock, shares outstanding | 29,994,582 | 29,668,150 |
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, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Statements of Operations | ||||
Revenue | $83,286 | $102,920 | $181,449 | $196,390 |
Fee revenue | 19,657 | 25,409 | 46,637 | 53,887 |
Total revenue | 102,943 | 128,329 | 228,086 | 250,277 |
Costs and expenses: | ||||
Cost of goods sold (excluding amortization) | 42,661 | 54,273 | 96,976 | 101,983 |
Profit-sharing distributions | 7,558 | 8,299 | 17,150 | 18,429 |
Technology and operations | 24,747 | 29,070 | 51,625 | 54,691 |
Sales and marketing | 10,798 | 10,459 | 21,183 | 20,290 |
General and administrative | 11,374 | 12,435 | 20,902 | 24,742 |
Amortization of contract intangibles | 2,272 | 1,211 | 4,679 | |
Depreciation and amortization | 1,994 | 1,973 | 3,986 | 3,977 |
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets | 85 | 96,238 | 180 | |
Total costs and expenses | 99,132 | 118,866 | 309,271 | 228,971 |
Income (loss) from operations | 3,811 | 9,463 | -81,185 | 21,306 |
Interest expense and other expense, net | -39 | -79 | -77 | -100 |
Income (loss) before provision for income taxes | 3,772 | 9,384 | -81,262 | 21,206 |
(Provision) benefit for income taxes | -2,391 | -3,753 | 18,527 | -8,482 |
Net (loss) income | $1,381 | $5,631 | ($62,735) | $12,724 |
Basic earnings (loss) per common share (in dollars per share) | $0.05 | $0.17 | ($2.09) | $0.39 |
Diluted earnings (loss) per common share (in dollars per share) | $0.05 | $0.17 | ($2.09) | $0.39 |
Basic weighted average shares outstanding (in shares) | 29,988,324 | 32,231,011 | 29,957,298 | 32,187,038 |
Diluted weighted average shares outstanding (in shares) | 29,988,324 | 32,321,482 | 29,957,298 | 32,489,776 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Statements of Comprehensive Income | ||||
Net income (loss) | $1,381 | $5,631 | ($62,735) | $12,724 |
Other comprehensive loss: | ||||
Foreign currency translation | -1,157 | -1,633 | -3,113 | -2,162 |
Other comprehensive loss, net of taxes | -1,157 | -1,633 | -3,113 | -2,162 |
Comprehensive income (loss) | $224 | $3,998 | ($65,848) | $10,562 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (USD $) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Sep. 30, 2014 | $28 | $204,704 | ($3,451) | $115,702 | $316,983 |
Balance (in shares) at Sep. 30, 2014 | 29,668,150 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options and vesting of restricted stock | 1 | 105 | 106 | ||
Exercise of common stock options and vesting of restricted stock (in shares) | 326,432 | ||||
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 5,478 | 5,478 | |||
Net loss | -62,735 | -62,735 | |||
Foreign currency translation | -3,113 | -3,113 | |||
Balance at Mar. 31, 2015 | $29 | $210,287 | ($6,564) | $52,967 | $256,719 |
Balance (in shares) at Mar. 31, 2015 | 29,994,582 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net (loss) income | ($62,735) | $12,724 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,197 | 8,655 |
Stock compensation expense | 5,412 | 6,567 |
(Benefit) provision for inventory allowance | -2,463 | 291 |
Provision for doubtful accounts | 1,205 | 91 |
Deferred tax benefit | -22,145 | |
Impairment of goodwill and long-lived assets | 96,238 | |
Incremental tax benefit from exercise of common stock options | -65 | -3,296 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,957 | -3,096 |
Inventory | 29,246 | -42,670 |
Prepaid and deferred taxes | 1,164 | -7,750 |
Prepaid expenses and other assets | 182 | 1,305 |
Accounts payable | -308 | 5,358 |
Accrued expenses and other | -16,390 | 29,543 |
Profit-sharing distributions payable | 285 | 337 |
Customer payables | -10,849 | 2,619 |
Acquisition earn out payable | -175 | |
Other liabilities | -987 | -1,796 |
Net cash provided by operating activities | 28,944 | 9,057 |
Investing activities | ||
Increase in goodwill and intangibles | -9 | |
Purchases of property and equipment | -5,095 | -4,950 |
Net cash used in investing activities | -5,104 | -4,950 |
Financing activities | ||
Proceeds from exercise of common stock options (net of tax) | 107 | 2,231 |
Repurchases of common stock | -3,057 | |
Incremental tax benefit from exercise of common stock options | 65 | 3,296 |
Net cash provided by financing activities | 172 | 2,470 |
Effect of exchange rate differences on cash and cash equivalents | -379 | 80 |
Net increase in cash and cash equivalents | 23,633 | 6,657 |
Cash and cash equivalents at beginning of period | 62,598 | 95,109 |
Cash and cash equivalents at end of period | 86,231 | 101,766 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | $2,453 | $12,974 |
Organization
Organization | 6 Months Ended |
Mar. 31, 2015 | |
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, 2015 | ||||||||||||||
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, 2015 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015 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 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. Unless the FASB delays the effective date of the new standard, the new standard will be effective for the Company beginning on October 1, 2017, 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. In April 2015, the FASB proposed a one-year delay in the effective date of the standard, which would make the new standard effective for the Company beginning on October 1, 2018, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. A final decision on the effective date is expected by the end of 2015. 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. | ||||||||||||||
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. | ||||||||||||||
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 1,556,247 and 1,557,502 unvested restricted shares outstanding at March 31, 2015 and 2014, respectively, which were issued at prices ranging from $7.48 to $52.55, of which 1,556,247 and 235,354, and 1,556,247 and 249,403 shares have been excluded in the calculation of diluted income per share for the three and six months ended March 31, 2015 and 2014, respectively, due to the difference between the issuance price and the average market price for the reporting period. 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) | for the three months ended March 31, 2015, 1,393,107 options; | |||||||||||||
(b) | for the six months ended March 31, 2015, 1,393,107 options; | |||||||||||||
(c) | for the three months ended March 31, 2014, 77,290 options; and | |||||||||||||
(d) | for the six months ended March 31, 2014, 75,387 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, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 29,988,324 | 32,231,011 | 29,957,298 | 32,187,038 | ||||||||||
Treasury stock effect of options and restricted stock | — | 90,471 | — | 302,738 | ||||||||||
Diluted weighted average common shares outstanding | 29,988,324 | 32,321,482 | 29,957,298 | 32,489,776 | ||||||||||
Net income (loss) | $ | 1,381 | $ | 5,631 | $ | (62,735 | ) | $ | 12,724 | |||||
Basic income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
Diluted income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
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 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, 2015 | |
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 Department of Defense (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. The DoD has exercised both renewal options. In February 2015, the DoD awarded the Company with a second follow-on contract to extend the terms of the Surplus Contract for a base term of six months with three 30-day renewal option periods. Under the current (second) Surplus Contract, the Company is required to purchase all usable surplus property offered to the Company by the DoD 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 is a liability to the DoD of approximately $6,623,000 and $19,545,000 for inventory as of March 31, 2015 and September 30, 2014, respectively. The Surplus Contract contains a provision providing for a mutual termination of the contract for convenience. | |
As a result of the current (second) Surplus Contract, the Company remarkets all DoD surplus turned into the DLA Disposition Services, excluding rolling stock, 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 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 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. Additionally, the Company has ceased the sale of DoD rolling stock under the current Surplus Contract, which has historically accounted for approximately 30-35% of the overall revenue for the current (second) DoD Surplus contract, resulting in lower revenue in future periods. The Company continues to operate the current (second) DoD Surplus Contract to sell all useable surplus assets of the DoD through August 2015, with three 30-day renewal option periods. | |
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, 2015 and 2014 profit-sharing distributions to the DLA Disposition Services under the Scrap Contract were $7,559,000 and $17,151,000 and $8,299,000 and $18,429,000, respectively, including accrued amounts, as of March 31, 2015 and 2014, of $5,021,000 and $4,652,000, 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, 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. | |
Goodwill
Goodwill | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
Goodwill. | |||||
Goodwill | |||||
4.Goodwill | |||||
The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. The following summarizes goodwill activity for the periods indicated: | |||||
Goodwill | |||||
(in thousands) | |||||
Balance at September 30, 2014 | $ | 209,656 | |||
Translation adjustments | (2,750 | ) | |||
Impairment of goodwill | (85,071 | ) | |||
Balance at March 31, 2015 | $ | 121,835 | |||
Impairment of Goodwill | |||||
The Company performs its annual goodwill impairment assessment as of the end of the fiscal year. The last annual impairment assessment was performed as of September 30, 2014 and the results of that assessment indicated that goodwill was not impaired. During the three months ended December 31, 2014, the Company identified indicators of impairment, including the termination of the Wal-Mart Agreement on December 1, 2014 (as discussed in Notes 5 and 14), the significant decline in market capitalization during the quarter, and continued uncertainty in projections for fiscal year 2015 and beyond. As a result, we tested the goodwill for impairment as of December 31, 2014. Based on the goodwill impairment analysis as of the interim testing date, the carrying values of the Company’s two reporting units exceeded their fair values. Accordingly, step two of the goodwill impairment test was performed. Step two of the goodwill impairment assessment measures the amount of impairment by comparing the book value of goodwill to its implied fair value. If the implied fair value of goodwill is more than its book value, no impairment loss exists. If the implied fair value of goodwill is less than its book value, an impairment loss is recorded to adjust the book value of goodwill to its fair value. As a result of the step two test, the Company recorded a goodwill impairment charge of $85.1 million during the first quarter of 2015. | |||||
Determining the fair value of a reporting unit requires the exercise of significant judgment, including judgments about the appropriate discount rates, terminal growth rates, weighted average costs of capital, exit multiples, and the amount and timing of expected future cash flows. The judgments used in determining the fair value of the Company’s reporting units are based on significant unobservable inputs which causes the determination of the implied fair value of goodwill to fall within level three of the GAAP fair value hierarchy. The cash flows employed in the discounted cash flow (“DCF”) analysis are based on the most recent budgets, forecasts, and business plans as well as various growth rate assumptions for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows of the reporting unit. Various factors, including the failure to successfully implement the Company’s business plan for any of its reporting units could have a negative effect on the fair value of such reporting unit, and increase the risk of further impairments of goodwill in the future. | |||||
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
5.Intangible Assets | ||||||||||||||||||||||
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 with written notice terminating the Wal-Mart Agreement effective December 8, 2014. As a result of the termination of the Wal-Mart Agreement, the Company concluded that the intangible asset related to the Wal-Mart Agreement was impaired and reduced the remaining unamortized contract intangible asset of $10.3 million to zero during the three months ended December 31, 2014. This impairment charge is recorded in Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets in the statements of operations. Intangible assets at March 31, 2015 and September 30, 2014 consisted of the following: | ||||||||||||||||||||||
March 31, 2015 | September 30, 2014 | |||||||||||||||||||||
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 | 2 – 5 | $ | — | $ | — | $ | — | $ | 33,300 | $ | (21,796 | ) | $ | 11,504 | ||||||||
Brand and technology | 5-Mar | 5,750 | (3,351 | ) | 2,399 | 5,947 | (2,852 | ) | 3,095 | |||||||||||||
Covenants not to compete | 5-Mar | 3,100 | (2,063 | ) | 1,037 | 4,330 | (2,245 | ) | 2,085 | |||||||||||||
Patent and trademarks | 10-Mar | 662 | (286 | ) | 376 | 672 | (257 | ) | 415 | |||||||||||||
Total intangible assets, net | $ | 3,812 | $ | 17,099 | ||||||||||||||||||
Future expected amortization of intangible assets at March 31, 2015 was as follows: | ||||||||||||||||||||||
Years ending September 30, | Future | |||||||||||||||||||||
Amortization | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
2015 (remaining six months) | $ | 414 | ||||||||||||||||||||
2016 | 1,260 | |||||||||||||||||||||
2017 | 1,150 | |||||||||||||||||||||
2018 | 852 | |||||||||||||||||||||
2019 and after | 136 | |||||||||||||||||||||
Total | $ | 3,812 | ||||||||||||||||||||
Debt
Debt | 6 Months Ended |
Mar. 31, 2015 | |
Debt | |
Debt | |
6.Debt | |
Senior Credit Facility | |
In 2010, the Company entered into a senior credit facility (the Agreement) with a bank, which, as amended, 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% (1.426% at March 31, 2015) due monthly. As of September 30, 2014 and March 31, 2015, the Company had no outstanding borrowings under the Agreement, and the Company’s borrowing availability was $64.9 million and $66.9 million, respectively, due to issued letters of credit for $10.1 million and $8.1 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, 2015, the Company was in compliance with these covenants. | |
Income_Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2015 | |
Income Taxes | |
Income Taxes | |
7.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 2015 tax rate will be approximately 22.8%. The effective rate is significantly lower than historical rates due to permanent book to tax differences related to impairment of goodwill with no tax basis. Impairment of goodwill with tax basis resulted in the recognition of a deferred tax asset of $22.1 million during the first quarter of fiscal year 2015. | |
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 examinations for fiscal 2011 through 2013. The Company anticipates no material tax liability to arise from these examinations. The statute of limitations for U.S. federal income tax returns for years prior to fiscal 2011 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2011 may be adjusted upon examination by tax authorities if they are utilized. | |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stockholders' Equity | |||||||
Stockholders' Equity | |||||||
8.Stockholders’ Equity | |||||||
Share Repurchase Program | |||||||
Since 2008, 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. The Company did not repurchase any shares during the three and six months ended March 31, 2015 and repurchased approximately 129,000 shares during the three and six months ended March 31, 2014. As of March 31, 2015, there was approximately $5.1 million that may yet be expended to repurchase shares under the program. | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Under the 2006 Plan, as amended in February 2009, 10,000,000 shares of common stock were available for issuance. At September 30, 2013, there were 1,819,050 shares remaining reserved for issuance in connection with awards under the 2006 Plan. 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. At September 30, 2014, there were 772,227 shares remaining reserved for issuance in connection with awards under the 2006 Plan. 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 the six months ended March 31, 2015, the Company issued 77,203 options to directors at the price of $9.84, and options to purchase 135,134 shares were forfeited. During the six months ended March 31, 2015, the Company issued 142,194 restricted shares to employees and directors at prices ranging from $9.84 to $12.57, and 172,211 restricted shares were forfeited. At March 31, 2015, there were 3,844,728 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 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, 2014, the three months ended December 31, 2014, and the three months ended March 31, 2015 is as follows: | |||||||
Options | Weighted- | ||||||
Average | |||||||
Exercise Price | |||||||
Options outstanding at September 30, 2013 | 1,592,406 | $ | 16.46 | ||||
Options granted | 437,755 | 22.41 | |||||
Options exercised | (383,160 | ) | 10.83 | ||||
Options canceled | (181,094 | ) | 18.14 | ||||
Options outstanding at September 30, 2014 | 1,465,907 | 19.5 | |||||
Options granted | — | — | |||||
Options exercised | (11,043 | ) | 6.41 | ||||
Options canceled | (30,829 | ) | 20.85 | ||||
Options outstanding at December 31, 2014 | 1,424,035 | 19.58 | |||||
Options granted | 77,203 | 9.84 | |||||
Options exercised | (3,826 | ) | 9.05 | ||||
Options canceled | (104,305 | ) | 13.72 | ||||
Options outstanding at March 31, 2015 | 1,393,107 | 19.5 | |||||
Options exercisable at March 31, 2015 | 954,736 | 17.76 | |||||
The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at March 31, 2015 is approximately $242,000 and 5.73 and $223,000 and 4.43, respectively, based on a stock price of $9.88 on March 31, 2015. Over the last three years, volatility rates have ranged from 50.90% - 77.92%, 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, 2014, the three months ended December 31, 2014, and the three months ended March 31, 2015 is as follows: | |||||||
Restricted | Weighted- | ||||||
Shares | Average | ||||||
Fair Value | |||||||
Unvested restricted shares at September 30, 2013 | 1,543,869 | 28.89 | |||||
Restricted shares granted | 1,040,748 | 18.78 | |||||
Restricted shares vested | (436,204 | ) | 24.72 | ||||
Restricted shares canceled | (250,586 | ) | 23.87 | ||||
Unvested restricted shares at September 30, 2014 | 1,897,827 | 24.96 | |||||
Restricted shares granted | 111,300 | 12.57 | |||||
Restricted shares vested | (275,562 | ) | 26.39 | ||||
Restricted shares canceled | (61,171 | ) | 25.23 | ||||
Unvested restricted shares at December 31, 2014 | 1,672,394 | 23.89 | |||||
Restricted shares granted | 30,894 | 9.84 | |||||
Restricted shares vested | (36,001 | ) | 27.78 | ||||
Restricted shares canceled | (111,040 | ) | 25.45 | ||||
Unvested restricted shares at March 31, 2015 | 1,556,247 | 23.41 | |||||
The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at March 31, 2015 is approximately $15,376,000 and 8.31, respectively, based on a stock price of $9.88 on March 31, 2015. | |||||||
Fair_Value_Measurement
Fair Value Measurement | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
Fair Value Measurement | |||||
Fair Value Measurement | |||||
9.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 March 31, 2015 and September 30, 2014, the Company had no Level 1 or Level 2 assets or liabilities that were recorded at fair value on a recurring basis. As of March 31, 2015 and September 30, 2014, the Company’s liability for contingent consideration related to the acquisition of assets and liabilities of National Electronic Service Association (“NESA”) of zero is the only liability measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. 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 $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 and as a result of unfavorable developments in the business, the Company determined that the fair value of the earn-out as of June 30, 2014 was zero and reversed the liability of $18.6 million. The Company continues to believe that the fair value of the earn-out is zero as of March 31, 2015. The changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2014 and the six months ended March 31, 2015 are as follows ($ in thousands): | |||||
Level 3 | |||||
Liabilities | |||||
Balance at September 30, 2013 | $ | 18,390 | |||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | (18,390 | ) | |||
Balance at September 30, 2014 | — | ||||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | — | ||||
Balance at March 31, 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 the applications of 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). 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 | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Defined Benefit Pension Plan | ||||||||||||||
Defined Benefit Pension Plan | ||||||||||||||
10.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, 2015 and 2014, included the following components: | ||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
Qualified Defined Benefit Pension Plan | 2015 | 2014 | 2015 | 2014 | ||||||||||
(dollars in thousands) | ||||||||||||||
Service cost | — | — | — | — | ||||||||||
Interest cost | $ | 245 | $ | 286 | $ | 493 | $ | 566 | ||||||
Expected return on plan assets | (299 | ) | (336 | ) | (598 | ) | (658 | ) | ||||||
Amortization of prior service cost | — | — | — | — | ||||||||||
Amortization of actuarial (gain)/loss | — | — | — | — | ||||||||||
Amortization of transitional obligation/(asset) | — | — | — | — | ||||||||||
Total net periodic benefit cost | $ | (54 | ) | $ | (50 | ) | $ | (105 | ) | $ | (92 | ) | ||
Guarantees
Guarantees | 6 Months Ended |
Mar. 31, 2015 | |
Guarantees | |
Guarantees | |
11.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. The funded status of the Scheme as of September 30, 2014, was disclosed in our Annual Report on Form 10-K in Note 14, Defined Benefit Pension Plan. | |
Business_Realignment_Expenses
Business Realignment Expenses | 6 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Realignment Expenses | ||||||||||||
Business Realignment Expenses | ||||||||||||
12.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, and included positions related to the support of the DoD surplus business, capital asset and retail supply chain operations, and corporate functions. The business realignment expenses incurred during the fiscal year ended September 30, 2014 included cash costs of $1.8 million in employee severance and benefit costs. | ||||||||||||
The table below sets forth the significant components and activity in the business realignment initiatives for the six months ended March 31, 2015. | ||||||||||||
Liability | Business | Cash Payments | Liability | |||||||||
Balance at | Realignment | Balance at | ||||||||||
September 30, | Expenses | March 31, 2015 | ||||||||||
2014 | ||||||||||||
(in thousands) | ||||||||||||
Employee severance and benefit costs | $ | 1,780 | (9 | ) | (1,032 | ) | $ | 739 | ||||
Total | $ | 1,780 | (9 | ) | (1,032 | ) | $ | 739 | ||||
The benefits are expected to be paid during fiscal year 2015. 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 March 31, 2015. | ||||||||||||
Legal_Proceedings
Legal Proceedings | 6 Months Ended |
Mar. 31, 2015 | |
Legal Proceedings | |
Legal Proceedings | |
13.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 shareholders 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 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. The Company cannot estimate a range of a potential liability, if any, at this time. | |
Termination_of_the_WalMart_Agr
Termination of the Wal-Mart Agreement | 6 Months Ended |
Mar. 31, 2015 | |
Termination of the Wal-Mart Agreement | |
14.Termination of the Wal-Mart Agreement | |
As a result of the acquisition of Jacobs Trading Company on October 1, 2011, we 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 us written notice (the “Termination Notice”) terminating the Wal-Mart Agreement effective December 8, 2014. The Termination Notice alleged that we failed to comply with certain provisions under the Wal-Mart Agreement with respect to service level requirements and restrictions on the disposition of merchandise. We 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, we finalized a settlement whereby, in exchange for both parties waiving all respective claims against the other, Wal-Mart agreed to pay $7.5 million in damages. The amount of the settlement was recorded within accounts receivable and a reduction of inventory on the consolidated balance sheet as of December 31, 2014, as the settlement compensated the Company for the overpayment of inventory from Wal-Mart. The payment was received in February 2015. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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, 2015 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015 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 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. Unless the FASB delays the effective date of the new standard, the new standard will be effective for the Company beginning on October 1, 2017, 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. In April 2015, the FASB proposed a one-year delay in the effective date of the standard, which would make the new standard effective for the Company beginning on October 1, 2018, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. A final decision on the effective date is expected by the end of 2015. 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. | ||||||||||||||
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. | ||||||||||||||
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 1,556,247 and 1,557,502 unvested restricted shares outstanding at March 31, 2015 and 2014, respectively, which were issued at prices ranging from $7.48 to $52.55, of which 1,556,247 and 235,354, and 1,556,247 and 249,403 shares have been excluded in the calculation of diluted income per share for the three and six months ended March 31, 2015 and 2014, respectively, due to the difference between the issuance price and the average market price for the reporting period. 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) | for the three months ended March 31, 2015, 1,393,107 options; | |||||||||||||
(b) | for the six months ended March 31, 2015, 1,393,107 options; | |||||||||||||
(c) | for the three months ended March 31, 2014, 77,290 options; and | |||||||||||||
(d) | for the six months ended March 31, 2014, 75,387 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, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 29,988,324 | 32,231,011 | 29,957,298 | 32,187,038 | ||||||||||
Treasury stock effect of options and restricted stock | — | 90,471 | — | 302,738 | ||||||||||
Diluted weighted average common shares outstanding | 29,988,324 | 32,321,482 | 29,957,298 | 32,489,776 | ||||||||||
Net income (loss) | $ | 1,381 | $ | 5,631 | $ | (62,735 | ) | $ | 12,724 | |||||
Basic income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
Diluted income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
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 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, 2015 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Summary of potential outstanding common stock | ||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
(unaudited) | ||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||
Weighted average shares calculation: | ||||||||||||||
Basic weighted average shares outstanding | 29,988,324 | 32,231,011 | 29,957,298 | 32,187,038 | ||||||||||
Treasury stock effect of options and restricted stock | — | 90,471 | — | 302,738 | ||||||||||
Diluted weighted average common shares outstanding | 29,988,324 | 32,321,482 | 29,957,298 | 32,489,776 | ||||||||||
Net income (loss) | $ | 1,381 | $ | 5,631 | $ | (62,735 | ) | $ | 12,724 | |||||
Basic income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
Diluted income (loss) per common share | $ | 0.05 | $ | 0.17 | $ | (2.09 | ) | $ | 0.39 | |||||
Goodwill_Tables
Goodwill (Tables) | 6 Months Ended | ||||
Mar. 31, 2015 | |||||
Goodwill. | |||||
Summary of goodwill activity | |||||
Goodwill | |||||
(in thousands) | |||||
Balance at September 30, 2014 | $ | 209,656 | |||
Translation adjustments | (2,750 | ) | |||
Impairment of goodwill | (85,071 | ) | |||
Balance at March 31, 2015 | $ | 121,835 | |||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Schedule of intangible assets | ||||||||||||||||||||||
March 31, 2015 | September 30, 2014 | |||||||||||||||||||||
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 | 2 – 5 | $ | — | $ | — | $ | — | $ | 33,300 | $ | (21,796 | ) | $ | 11,504 | ||||||||
Brand and technology | 5-Mar | 5,750 | (3,351 | ) | 2,399 | 5,947 | (2,852 | ) | 3,095 | |||||||||||||
Covenants not to compete | 5-Mar | 3,100 | (2,063 | ) | 1,037 | 4,330 | (2,245 | ) | 2,085 | |||||||||||||
Patent and trademarks | 10-Mar | 662 | (286 | ) | 376 | 672 | (257 | ) | 415 | |||||||||||||
Total intangible assets, net | $ | 3,812 | $ | 17,099 | ||||||||||||||||||
Schedule of future expected amortization of intangible assets | ||||||||||||||||||||||
Years ending September 30, | Future | |||||||||||||||||||||
Amortization | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
2015 (remaining six months) | $ | 414 | ||||||||||||||||||||
2016 | 1,260 | |||||||||||||||||||||
2017 | 1,150 | |||||||||||||||||||||
2018 | 852 | |||||||||||||||||||||
2019 and after | 136 | |||||||||||||||||||||
Total | $ | 3,812 | ||||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stockholders' Equity | |||||||
Summary of stock option activity | |||||||
Options | Weighted- | ||||||
Average | |||||||
Exercise Price | |||||||
Options outstanding at September 30, 2013 | 1,592,406 | $ | 16.46 | ||||
Options granted | 437,755 | 22.41 | |||||
Options exercised | (383,160 | ) | 10.83 | ||||
Options canceled | (181,094 | ) | 18.14 | ||||
Options outstanding at September 30, 2014 | 1,465,907 | 19.5 | |||||
Options granted | — | — | |||||
Options exercised | (11,043 | ) | 6.41 | ||||
Options canceled | (30,829 | ) | 20.85 | ||||
Options outstanding at December 31, 2014 | 1,424,035 | 19.58 | |||||
Options granted | 77,203 | 9.84 | |||||
Options exercised | (3,826 | ) | 9.05 | ||||
Options canceled | (104,305 | ) | 13.72 | ||||
Options outstanding at March 31, 2015 | 1,393,107 | 19.5 | |||||
Options exercisable at March 31, 2015 | 954,736 | 17.76 | |||||
Summary of restricted share activity | |||||||
Restricted | Weighted- | ||||||
Shares | Average | ||||||
Fair Value | |||||||
Unvested restricted shares at September 30, 2013 | 1,543,869 | 28.89 | |||||
Restricted shares granted | 1,040,748 | 18.78 | |||||
Restricted shares vested | (436,204 | ) | 24.72 | ||||
Restricted shares canceled | (250,586 | ) | 23.87 | ||||
Unvested restricted shares at September 30, 2014 | 1,897,827 | 24.96 | |||||
Restricted shares granted | 111,300 | 12.57 | |||||
Restricted shares vested | (275,562 | ) | 26.39 | ||||
Restricted shares canceled | (61,171 | ) | 25.23 | ||||
Unvested restricted shares at December 31, 2014 | 1,672,394 | 23.89 | |||||
Restricted shares granted | 30,894 | 9.84 | |||||
Restricted shares vested | (36,001 | ) | 27.78 | ||||
Restricted shares canceled | (111,040 | ) | 25.45 | ||||
Unvested restricted shares at March 31, 2015 | 1,556,247 | 23.41 | |||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 6 Months Ended | ||||
Mar. 31, 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, 2014 and the six months ended March 31, 2015 are as follows ($ in thousands): | ||||
Level 3 | |||||
Liabilities | |||||
Balance at September 30, 2013 | $ | 18,390 | |||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | (18,390 | ) | |||
Balance at September 30, 2014 | — | ||||
Acquisition contingent consideration | — | ||||
Settlements | — | ||||
Change in fair value of contingent consideration | — | ||||
Balance at March 31, 2015 | $ | — | |||
Defined_Benefit_Pension_Plan_T
Defined Benefit Pension Plan (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 | 2015 | 2014 | 2015 | 2014 | ||||||||||
(dollars in thousands) | ||||||||||||||
Service cost | — | — | — | — | ||||||||||
Interest cost | $ | 245 | $ | 286 | $ | 493 | $ | 566 | ||||||
Expected return on plan assets | (299 | ) | (336 | ) | (598 | ) | (658 | ) | ||||||
Amortization of prior service cost | — | — | — | — | ||||||||||
Amortization of actuarial (gain)/loss | — | — | — | — | ||||||||||
Amortization of transitional obligation/(asset) | — | — | — | — | ||||||||||
Total net periodic benefit cost | $ | (54 | ) | $ | (50 | ) | $ | (105 | ) | $ | (92 | ) | ||
Business_Realignment_Expenses_
Business Realignment Expenses (Tables) | 6 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Realignment Expenses | ||||||||||||
Schedule of significant components and activity in business realignment initiatives | ||||||||||||
Liability | Business | Cash Payments | Liability | |||||||||
Balance at | Realignment | Balance at | ||||||||||
September 30, | Expenses | March 31, 2015 | ||||||||||
2014 | ||||||||||||
(in thousands) | ||||||||||||
Employee severance and benefit costs | $ | 1,780 | (9 | ) | (1,032 | ) | $ | 739 | ||||
Total | $ | 1,780 | (9 | ) | (1,032 | ) | $ | 739 | ||||
Organization_Details
Organization (Details) | 6 Months Ended |
Mar. 31, 2015 | |
segment | |
item | |
Organization | |
Minimum number of product categories offered (in categories) | 500 |
Reportable segments (in segments) | 1 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee and director options | |||||||
Earnings per Share | |||||||
Unvested shares excluded in calculation of diluted income per share | 1,393,107 | 77,290 | 1,393,107 | 75,387 | |||
Restricted shares | |||||||
Earnings per Share | |||||||
Unvested restricted shares | 1,556,247 | 1,557,502 | 1,556,247 | 1,557,502 | 1,672,394 | 1,897,827 | 1,543,869 |
Issue price (in dollars per share) | $23.41 | $23.41 | $23.89 | $24.96 | $28.89 | ||
Unvested shares excluded in calculation of diluted income per share | 1,556,247 | 235,354 | 1,556,247 | 249,403 | |||
Restricted shares | Minimum | |||||||
Earnings per Share | |||||||
Issue price (in dollars per share) | $7.48 | $7.48 | |||||
Restricted shares | Maximum | |||||||
Earnings per Share | |||||||
Issue price (in dollars per share) | $52.55 | $52.55 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (Employee and director options) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
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) | 1,393,107 | 77,290 | 1,393,107 | 75,387 |
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, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Weighted average shares calculation: | ||||
Basic weighted average shares outstanding | 29,988,324 | 32,231,011 | 29,957,298 | 32,187,038 |
Treasury stock effect of options and restricted stock (in shares) | 90,471 | 302,738 | ||
Diluted weighted average common shares outstanding | 29,988,324 | 32,321,482 | 29,957,298 | 32,489,776 |
Net (loss) income | $1,381 | $5,631 | ($62,735) | $12,724 |
Basic income (loss) per common share (in dollars per share) | $0.05 | $0.17 | ($2.09) | $0.39 |
Diluted income (loss) per common share (in dollars per share) | $0.05 | $0.17 | ($2.09) | $0.39 |
Defense_Logistics_Agency_DLA_D1
Defense Logistics Agency (DLA) Disposition Services Contracts (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Jan. 31, 2014 | Feb. 29, 2012 | Dec. 31, 2014 | Apr. 02, 2014 | Apr. 01, 2014 | Jun. 30, 2012 | Sep. 30, 2014 | |
period | item | item | contract | item | item | |||||||
Significant Contracts | ||||||||||||
Liability for inventory included in accrued expenses and other current liabilities | $28,094,000 | $28,094,000 | $44,484,000 | |||||||||
Profit-sharing distributions | 7,558,000 | 8,299,000 | 17,150,000 | 18,429,000 | ||||||||
Profit-sharing distributions accrued | 5,025,000 | 5,025,000 | 4,740,000 | |||||||||
Surplus Contract | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | 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 | 3 | 2 | ||||||||||
Term of each renewal option under follow-on contract | 30 days | 1 month | ||||||||||
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 | 6,623,000 | 6,623,000 | 19,545,000 | |||||||||
Surplus Contract | Rolling stock | Surplus contract revenue | U.S. Department of Defense | Minimum | ||||||||||||
Significant Contracts | ||||||||||||
Concentration risk (as a percent) | 30.00% | |||||||||||
Surplus Contract | Rolling stock | Surplus contract revenue | U.S. Department of Defense | Maximum | ||||||||||||
Significant Contracts | ||||||||||||
Concentration risk (as a percent) | 35.00% | |||||||||||
Sale of surplus assets of U.S. Department of Defense | ||||||||||||
Significant Contracts | ||||||||||||
Number of surplus contracts on which bidding was held | 2 | |||||||||||
Non-rolling stock surplus contract | Expected | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | 4 | |||||||||||
Term of renewal options | 1 year | |||||||||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 4.35% | |||||||||||
Term of contract | 2 years | |||||||||||
Scrap Contract | ||||||||||||
Significant Contracts | ||||||||||||
Number of renewal options | 3 | |||||||||||
Term of renewal options | 1 year | |||||||||||
Number of renewal options exercised | 3 | |||||||||||
Profits distributed to DLA Disposition Services (as a percent) | 77.00% | |||||||||||
Profit-sharing distributions | 7,559,000 | 8,299,000 | 17,151,000 | 18,429,000 | ||||||||
Profit-sharing distributions accrued | $5,021,000 | $4,652,000 | $5,021,000 | $4,652,000 | ||||||||
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 | |||||||||||
Scrap Contract | Maximum | ||||||||||||
Significant Contracts | ||||||||||||
Additional profit sharing distribution (as a percent) | 2.00% |
Goodwill_Details
Goodwill (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill | |
Balance at the beginning of the period | $209,656 |
Translation adjustments | -2,750 |
Impairment of goodwill | -85,071 |
Balance at the end of the period | $121,835 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 08, 2014 | |
Intangible Assets | ||||
Net Carrying Amount | 3,812,000 | $17,099,000 | ||
Contract intangibles | ||||
Intangible Assets | ||||
Gross Carrying Amount | 33,300,000 | |||
Accumulated Amortization | -21,796,000 | |||
Net Carrying Amount | 11,504,000 | 0 | ||
Contract intangibles | Contract Termination | ||||
Intangible Assets | ||||
Write off of intangible asset | 10,300,000 | |||
Contract intangibles | Minimum | ||||
Intangible Assets | ||||
Useful Life | 2 years | |||
Contract intangibles | Maximum | ||||
Intangible Assets | ||||
Useful Life | 5 years | |||
Brand and technology intangible assets | ||||
Intangible Assets | ||||
Gross Carrying Amount | 5,750,000 | 5,947,000 | ||
Accumulated Amortization | -3,351,000 | -2,852,000 | ||
Net Carrying Amount | 2,399,000 | 3,095,000 | ||
Brand and technology intangible assets | Minimum | ||||
Intangible Assets | ||||
Useful Life | 3 years | |||
Brand and technology intangible assets | Maximum | ||||
Intangible Assets | ||||
Useful Life | 5 years | |||
Covenants not to compete | ||||
Intangible Assets | ||||
Gross Carrying Amount | 3,100,000 | 4,330,000 | ||
Accumulated Amortization | -2,063,000 | -2,245,000 | ||
Net Carrying Amount | 1,037,000 | 2,085,000 | ||
Covenants not to compete | Minimum | ||||
Intangible Assets | ||||
Useful Life | 3 years | |||
Covenants not to compete | Maximum | ||||
Intangible Assets | ||||
Useful Life | 5 years | |||
Patent and trademarks | ||||
Intangible Assets | ||||
Gross Carrying Amount | 662,000 | 672,000 | ||
Accumulated Amortization | -286,000 | -257,000 | ||
Net Carrying Amount | 376,000 | $415,000 | ||
Patent and trademarks | Minimum | ||||
Intangible Assets | ||||
Useful Life | 3 years | |||
Patent and trademarks | Maximum | ||||
Intangible Assets | ||||
Useful Life | 10 years |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Future expected amortization of intangible assets | ||
2015 (remaining six months) | $414 | |
2016 | 1,260 | |
2017 | 1,150 | |
2018 | 852 | |
2019 and after | 136 | |
Net Carrying Amount | $3,812 | $17,099 |
Debt_Details
Debt (Details) (Amended Senior Credit Facility, expiring May 31, 2014, USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Sep. 30, 2014 |
Debt | ||
Maximum borrowings | $75 | |
Interest rate basis | 30 day LIBOR | |
Percentage added to reference rate | 1.25% | |
Interest rate at period end (as a percent) | 1.43% | |
Amount outstanding | 0 | 0 |
Available borrowing capacity | 64.9 | 66.9 |
Issued letters of credit | ||
Debt | ||
Amount outstanding | $8.10 | $10.10 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Estimated effective tax rate (as a percent) | 22.80% | |
Uncertain tax positions | $0 | |
Deferred tax asset recognized after impairment | 28,305,000 | 6,160,000 |
Goodwill | ||
Deferred tax asset recognized after impairment | $22,100,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 |
Stockholders' Equity | |||
Share repurchase program approved amount | $101.90 | ||
Total Number of Shares Purchased | 129,000 | 129,000 | |
Amount yet to be expended under the program | $5.10 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Jan. 09, 2015 | Sep. 30, 2013 | |
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Shares available for issuance | 10,000,000 | 10,000,000 | |||||
Remaining shares reserved for issuance | 3,844,728 | 3,844,728 | 772,227 | 1,819,050 | |||
Increase in shares available for issuance | 3,000,000 | ||||||
Number Of Shares Counted For Grants Of Full Value Awards From Reserve | 1.5 | ||||||
Employee and director options | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Options granted (in shares) | 77,203 | 77,203 | 437,755 | ||||
Options granted, exercise prices (in dollars per share) | $9.84 | $9.84 | $22.41 | ||||
Options forfeited (in shares) | 104,305 | 30,829 | 135,134 | 181,094 | |||
Employee and director options | Minimum | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Options granted, exercise prices (in dollars per share) | $21.53 | ||||||
Shares and options vesting period | 1 year | ||||||
Employee and director options | Maximum | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Options granted, exercise prices (in dollars per share) | $31.37 | ||||||
Shares and options vesting period | 4 years | ||||||
Restricted shares | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Restricted shares granted (in shares) | 30,894 | 111,300 | 142,194 | 1,040,748 | |||
Restricted shares granted (in dollars per share) | $9.84 | 12.57 | $18.78 | ||||
Restricted shares forfeited (in shares) | 111,040 | 61,171 | 172,211 | 250,586 | |||
Restricted shares | Minimum | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Restricted shares granted (in dollars per share) | $9.84 | $13.11 | |||||
Shares and options vesting period | 1 year | ||||||
Restricted shares | Maximum | |||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | |||||||
Restricted shares granted (in dollars per share) | $12.57 | $38.09 | |||||
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 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Employee and director options, USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | |
Employee and director options | ||||
Stock option activity | ||||
Options outstanding at the beginning of the period (in shares) | 1,424,035 | 1,465,907 | 1,465,907 | 1,592,406 |
Options granted (in shares) | 77,203 | 77,203 | 437,755 | |
Options exercised (in shares) | -3,826 | -11,043 | -383,160 | |
Options cancelled (in shares) | -104,305 | -30,829 | -135,134 | -181,094 |
Options outstanding at the end of the period (in shares) | 1,393,107 | 1,424,035 | 1,393,107 | 1,465,907 |
Options exercisable at the end of the period (in shares) | 954,736 | 954,736 | ||
Weighted-Average Exercise Price | ||||
Options outstanding at the beginning of the period (in dollars per share) | $19.58 | $19.50 | $19.50 | $16.46 |
Options granted (in dollars per share) | $9.84 | $9.84 | $22.41 | |
Options exercised (in dollars per share) | $9.05 | $6.41 | $10.83 | |
Options cancelled (in dollars per share) | $13.72 | $20.85 | $18.14 | |
Options outstanding at the end of the period (in dollars per share) | $19.50 | $19.58 | $19.50 | $19.50 |
Options exercisable at the end of the period (in dollars per share) | $17.76 | $17.76 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (Employee and director options, USD $) | 6 Months Ended | 36 Months Ended |
Mar. 31, 2015 | Mar. 31, 2015 | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | ||
Intrinsic value of outstanding shares | $242,000 | $242,000 |
Weighted average remaining contractual life of outstanding options | 5 years 8 months 23 days | |
Intrinsic value of exercisable options | $223,000 | $223,000 |
Weighted average remaining contractual life of exercisable options | 4 years 5 months 5 days | |
Stock price (in dollars per share) | $9.88 | $9.88 |
Fair value assumptions | ||
Volatility rate, minimum (as a percent) | 50.90% | |
Volatility rate, maximum (as a percent) | 77.92% | |
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% | |
Minimum | ||
Fair value assumptions | ||
Expected forfeiture rate (as a percent) | 19.00% | |
Maximum | ||
Fair value assumptions | ||
Expected forfeiture rate (as a percent) | 22.80% |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (Restricted shares, USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | |
Restricted shares | |||||
Restricted share activity | |||||
Unvested restricted shares at the beginning of the period | 1,672,394 | 1,897,827 | 1,897,827 | 1,543,869 | 1,557,502 |
Restricted shares granted | 30,894 | 111,300 | 142,194 | 1,040,748 | |
Restricted shares vested | -36,001 | -275,562 | -436,204 | ||
Restricted shares cancelled | -111,040 | -61,171 | -172,211 | -250,586 | |
Unvested restricted shares at the end of the period | 1,556,247 | 1,672,394 | 1,556,247 | 1,897,827 | 1,557,502 |
Weighted-Average Fair Value | |||||
Unvested restricted shares at the beginning of the period (in dollars per share) | $23.89 | $24.96 | $24.96 | $28.89 | |
Restricted shares granted (in dollars per share) | $9.84 | $12.57 | $18.78 | ||
Restricted shares vested (in dollars per share) | $27.78 | $26.39 | $24.72 | ||
Restricted shares cancelled (in dollars per share) | $25.45 | $25.23 | $23.87 | ||
Unvested restricted shares at the end of the period (in dollars per share) | $23.41 | $23.89 | $23.41 | $24.96 | |
Unvested awards | |||||
Intrinsic value of unvested restricted shares | $15,376,000 | $15,376,000 | |||
Weighted average remaining contractual life of unvested restricted shares | 8 years 3 months 22 days | ||||
Stock price (in dollars per share) | $9.88 | $9.88 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 0 Months Ended | 3 Months Ended | |||
Nov. 01, 2011 | Jun. 30, 2014 | Mar. 31, 2015 | Nov. 01, 2012 | Sep. 30, 2014 | |
NESA | |||||
Fair value measurement | |||||
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 | ||||
Additional liability accrued (liability reversed) | 18,600,000 | ||||
Estimated fair value of earn-out | 0 | 0 | 18,000,000 | ||
Level 3 | NESA | |||||
Fair value measurement | |||||
Liabilities, fair value | 0 | 0 | |||
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 | |||||
Fair value measurement | |||||
Liabilities, fair value | $0 | $0 | |||
Minimum | NESA | |||||
Fair value measurement | |||||
Period after the closing date of acquisition during which EBITDA earned is used to calculate the earn-out | P36M | ||||
Maximum | NESA | |||||
Fair value measurement | |||||
Period after the closing date of acquisition during which EBITDA earned is used to calculate the earn-out | P48M |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 2) (Contingent consideration, USD $) | 12 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2015 |
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) (Defined benefit pension plan., USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Defined benefit pension plan. | ||||
Net periodic benefit cost recognized | ||||
Interest cost | $245 | $286 | $493 | $566 |
Expected return on plan assets | -299 | -336 | -598 | -658 |
Total net periodic benefit cost | ($54) | ($50) | ($105) | ($92) |
Guarantees_Details
Guarantees (Details) (GBP £) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Guarantees | |
Guarantee Obligation Value, maximum | £ 10 |
Business_Realignment_Expense_D
Business Realignment Expense (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Sep. 30, 2014 | |
Business realignment expenses rollforward | ||
Employee severance and benefit costs | $1,800,000 | |
Liability Balance, beginning | 1,780,000 | |
Business Realignment Expenses | -9,000 | |
Cash Payments | -1,032,000 | |
Liability Balance, ending | 739,000 | 1,780,000 |
Employee severance and benefit costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 1,780,000 | |
Business Realignment Expenses | -9,000 | |
Cash Payments | -1,032,000 | |
Liability Balance, ending | $739,000 |
Termination_of_Wal_Mart_Agreem
Termination of Wal Mart Agreement (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Accounts receivable | $14,525 | $21,688 |
Wal-Mart | ||
Accounts receivable | $7,500 |