Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Nov. 23, 2015 | Mar. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Wesco Aircraft Holdings, Inc | ||
Entity Central Index Key | 1,378,718 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,127,358,000 | ||
Entity Common Stock, Shares Outstanding | 97,930,525 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets | ||
Cash and cash equivalents | $ 82,866 | $ 104,775 |
Accounts receivable, net of allowance for doubtful accounts of $5,892 at September 30, 2015 and $5,332 at September 30, 2014 respectively | 253,348 | 301,668 |
Inventories, net | 701,535 | 754,400 |
Prepaid expenses and other current assets | 10,004 | 11,701 |
Income taxes receivable | 187 | 16,314 |
Deferred income taxes | 89,401 | 49,188 |
Total current assets | 1,137,341 | 1,238,046 |
Property and equipment, net | 46,976 | 49,264 |
Deferred financing costs, net | 11,248 | 15,602 |
Goodwill | 590,587 | 861,575 |
Intangible assets, net | 215,389 | 234,945 |
Deferred income taxes | 6,844 | 272 |
Other assets | 12,588 | 12,570 |
Total assets | 2,020,973 | 2,412,274 |
Current liabilities | ||
Accounts payable | 149,615 | 159,608 |
Accrued expenses and other current liabilities | 38,896 | 31,596 |
Income taxes payable | 21,442 | 5,884 |
Capital lease obligations-current portion | 1,044 | 1,578 |
Long-term debt-current portion | 23,437 | |
Total current liabilities | 210,997 | 222,103 |
Capital lease obligations, less current portion | 1,824 | 2,606 |
Long-term debt, less current portion | 952,906 | 1,079,219 |
Deferred income taxes | 30,693 | 113,218 |
Other Liabilities | 6,980 | 2,838 |
Total liabilities | $ 1,203,400 | $ 1,419,984 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, class A, $0.001 par value per share, 950,000,000 shares authorized, 97,538,124 and 97,010,286 shares issued and outstanding at September 30, 2015 and 2014, respectively | $ 98 | $ 97 |
Additional paid-in capital | 412,492 | 404,567 |
Accumulated other comprehensive loss | (38,721) | (10,822) |
Retained earnings | 443,704 | 598,448 |
Total stockholders' equity | 817,573 | 992,290 |
Total liabilities and stockholders' equity | $ 2,020,973 | $ 2,412,274 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 5,892 | $ 5,332 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 97,538,124 | 97,010,286 |
Common stock, shares outstanding | 97,538,124 | 97,010,286 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consolidated Statements of Comprehensive Income | |||
Net sales | $ 1,497,615,000 | $ 1,355,877,000 | $ 901,608,000 |
Cost of sales | 1,173,120,000 | 952,877,000 | 583,960,000 |
Gross profit | 324,495,000 | 403,000,000 | 317,648,000 |
Selling, general and administrative expenses | 267,089,000 | 219,066,000 | 136,846,000 |
Goodwill impairment charge | 263,771,000 | ||
(Loss) income from operations | (206,365,000) | 183,934,000 | 180,802,000 |
Interest expense, net | (37,092,000) | (29,225,000) | (25,178,000) |
Other income, net | 1,841,000 | 2,199,000 | 2,003,000 |
(Loss) income before income taxes | (241,616,000) | 156,908,000 | 157,627,000 |
Benefit (provision) for income taxes | 86,872,000 | (54,806,000) | (52,815,000) |
Net (loss) income | (154,744,000) | 102,102,000 | 104,812,000 |
Other comprehensive loss, net of income taxes | (27,899,000) | (633,000) | (4,459,000) |
Comprehensive (loss) income | $ (182,643,000) | $ 101,469,000 | $ 100,353,000 |
Net (loss) income per share: | |||
Basic (in dollars per share) | $ (1.60) | $ 1.06 | $ 1.12 |
Diluted (in dollars per share) | $ (1.60) | $ 1.05 | $ 1.09 |
Weighted average shares outstanding: | |||
Basic (in shares) | 96,955,043 | 95,950,994 | 93,285,490 |
Diluted (in shares) | 96,955,043 | 97,605,783 | 95,843,749 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings [Member] | Total |
Increase (Decrease) in Stockholders' Equity | |||||
Total stockholders' equity | $ 93 | $ 359,018 | $ (5,730) | $ 391,534 | $ 744,915 |
Common Stock, Shares, Issued | 92,460,824 | ||||
Issuance of common stock | $ 2 | 9,893 | 9,895 | ||
Issuance of common stock (in shares) | 2,315,859 | ||||
Excess tax benefit (shortfall) related to restricted stock units and stock options exercised | 6,879 | 6,879 | |||
Stock-based compensation | 3,394 | 3,394 | |||
Net (loss) income | 104,812 | 104,812 | |||
Other comprehensive loss | (4,459) | (4,459) | |||
Total stockholders' equity | $ 95 | 379,184 | (10,189) | 496,346 | 865,436 |
Common Stock, Shares, Issued | 94,776,683 | ||||
Issuance of common stock | $ 2 | 9,641 | 9,643 | ||
Issuance of common stock (in shares) | 2,233,603 | ||||
Excess tax benefit (shortfall) related to restricted stock units and stock options exercised | 10,235 | 10,235 | |||
Stock-based compensation | 5,507 | 5,507 | |||
Net (loss) income | 102,102 | 102,102 | |||
Other comprehensive loss | (633) | (633) | |||
Total stockholders' equity | $ 97 | 404,567 | (10,822) | 598,448 | $ 992,290 |
Common Stock, Shares, Issued | 97,010,286 | 97,010,286 | |||
Issuance of common stock | $ 1 | 822 | $ 823 | ||
Issuance of common stock (in shares) | 527,838 | ||||
Settlement on restricted stock tax withholding | (701) | (701) | |||
Excess tax benefit (shortfall) related to restricted stock units and stock options exercised | (87) | (87) | |||
Stock-based compensation | 7,891 | 7,891 | |||
Net (loss) income | (154,744) | (154,744) | |||
Other comprehensive loss | (27,899) | (27,899) | |||
Total stockholders' equity | $ 98 | $ 412,492 | $ (38,721) | $ 443,704 | $ 817,573 |
Common Stock, Shares, Issued | 97,538,124 | 97,538,124 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | |||
Net (loss) income | $ (154,744,000) | $ 102,102,000 | $ 104,812,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 27,726,000 | 21,402,000 | 11,380,000 |
Deferred financing costs | 4,354,000 | 3,300,000 | 7,788,000 |
Bad debt and sales return reserve | 354,000 | 965,000 | 411,000 |
Stock-based compensation expense | 7,891,000 | 5,507,000 | 3,394,000 |
Inventory reserves | 95,052,000 | 17,700,000 | 8,710,000 |
Goodwill impairment charge | 263,771,000 | ||
Excess tax benefit related to stock-based incentive plans | (443,000) | (10,235,000) | (6,879,000) |
Income from equity investment | (596,000) | (141,000) | |
Deferred income taxes | (127,035,000) | 8,273,000 | 9,941,000 |
Other non-cash items | 3,491,000 | (5,489,000) | (321,000) |
Changes in assets and liabilities | |||
Accounts receivable | 43,841,000 | (38,545,000) | (26,972,000) |
Income tax receivable | 16,036,000 | 19,003,000 | 35,952,000 |
Inventories | (48,977,000) | (72,702,000) | (81,273,000) |
Prepaid expenses and other assets | 1,250,000 | 5,799,000 | (3,335,000) |
Accounts payable | (9,992,000) | 3,099,000 | 19,330,000 |
Accrued expenses and other liabilities | 3,425,000 | (8,830,000) | 1,071,000 |
Income tax payable | 15,768,000 | 2,481,000 | 820,000 |
Net cash provided by operating activities | 141,172,000 | 53,689,000 | 84,829,000 |
Cash flows from investing activities | |||
Purchases of property and equipment | (9,631,000) | (10,517,000) | (7,882,000) |
Proceeds from the sale of property, plant, & equipment | 17,000 | ||
Acquisition of business, net of cash acquired | (250,000) | (560,986,000) | |
Net cash used in investing activities | (9,864,000) | (571,503,000) | (7,882,000) |
Cash flows from financing activities | |||
Proceeds from issuance of long-term debt | 565,000,000 | 625,000,000 | |
Repayment of long-term debt | (149,750,000) | (30,344,000) | (683,000,000) |
Financing Fees | (10,161,000) | (7,274,000) | |
Repayment of capital lease obligations | (1,511,000) | (1,338,000) | (1,146,000) |
Excess tax benefit related to stock-based incentive plans | 443,000 | 10,235,000 | 6,879,000 |
Net proceeds from issuance of common stock | 823,000 | 9,643,000 | 9,895,000 |
Settlement on restricted stock tax withholding | (701,000) | (8,452,000) | |
Net cash (used in) provided by financing activities | (150,696,000) | 543,035,000 | (58,098,000) |
Effect of foreign currency exchange rate on cash and cash equivalents | (2,521,000) | 838,000 | (989,000) |
Net (decrease) increase in cash and cash equivalents | (21,909,000) | 26,059,000 | 17,860,000 |
Cash and cash equivalents, beginning of period | 104,775,000 | 78,716,000 | 60,856,000 |
Cash and cash equivalents, end of period | $ 82,866,000 | $ 104,775,000 | $ 78,716,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies | |
Organization and Business | Note 1. Organization and Business Our company, Wesco Aircraft Holdings, Inc., is a distributor and provider of comprehensive supply chain management services to the global aerospace industry. Our services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time (JIT) delivery, and point-of-use inventory management. In addition to the central stocking facilities, we use a network of forward-stocking locations to service its customers in a JIT and or ad hoc manner. There are over 60 stocking locations around the world with concentrations in North America and Europe. In addition to product fulfillment, we also provide comprehensive supply chain management services for selected customers. These services include procurement and JIT inventory management and delivery services. On February 28, 2014, we acquired 100% of the outstanding stock of Haas. The acquired assets and liabilities assumed have been recorded at fair value for the interests acquired. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Wesco Aircraft Hardware, Wesco Aircraft Europe, Flintbrook Limited, Wesco Aircraft Germany GmbH, Wesco Aircraft France SAS, Wesco Aircraft Israel Limited, Wesco Aircraft Italy SRL, Wesco Aircraft Hardware India Pvt., Limited, Wesco Aircraft Trading Shanghai Co., Limited, Interfast Europe Limited, Interfast USA Inc., Interfast USA Holdings Inc. and Haas. All intercompany accounts and transactions have been eliminated. When we do not have a controlling interest in an entity, but exert significant influence over the entity, we apply the equity method of accounting. Use of Estimates in Preparation of Financial Statements The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, receivable valuations and allowance for sales returns, inventory valuations of excess and obsolescence (E&O) inventories, the useful lives of long-lived assets including property, equipment and intangible assets, annual goodwill impairment assessment, stock-based compensation, income taxes and contingencies. Actual results could differ from such estimates. Revision of Consolidated Statements of Stockholders’ Equity On September 28, 2012, we were scheduled to deliver 5,604,338 shares of our common stock to certain employees and former employees in satisfaction of the terms of restricted stock unit awards (RSU’s) that had been granted in connection with our Company’s recapitalization with The Carlyle Group in 2006. We elected to pay $8,452,000 in cash, in lieu of the delivery of 626,225 shares, pursuant to the terms of the applicable equity incentive plan. The $8,452,000 was remitted to satisfy a portion of the RSU holders’ minimum tax withholding liabilities on October 3, 2012 and recorded as our treasury stock, which reduced our stockholders’ equity balance. In connection with this transaction, we reported an addition to our shareholders’ common stock shares of 5,604,338 for the year ended September 30, 2012, resulting in an overstatement of our common stock by 626,225 shares, an understatement of our current liability and an overstatement of our additional paid in capital (APIC) by $8,452,000, and an overstatement of our total stockholders’ equity by $8,452,000 in our consolidated balance sheet and consolidated statement of stockholders’ equity as of September 30, 2012. This error had no effect on our consolidated total assets and consolidated total liabilities and stockholders’ equity as of September 30, 2012, and no effect on our consolidated statements of comprehensive income and consolidated statement of cash flow for the year ended September 30, 2012. After remitting the $8,452,000 to satisfy the RSU holders’ minimum tax withholding liabilities on October 3, 2012, we recorded the $8,452,000 as our treasury stock, which reduced our total stockholders’ equity by such amount in our consolidated balance sheet and consolidated statement of stockholders’ equity as of September 30, 2013. As a result, our total stockholders’ equity was correctly stated with an overstated APIC offset by an overstated treasury stock. We have revised the balance of our consolidated statement of equity as of September 30, 2012 and reduced our treasury stock to zero. The treasury stock transaction was eliminated to correctly state the shareholders’ equity as of September 30, 2013, which was rolled forward to correctly present our consolidated statement of equity as of September 30, 2014. Revision of Statements of Comprehensive Income In the three months ended September 30, 2015, we determined that certain personnel costs incurred pursuant to certain service contracts were charged to selling, general and administrative expenses rather than to cost of sales. We have revised our statements of comprehensive income to properly state such selling, general and administrative expenses as cost of sales. We misclassified expenses of $15,432,000, and $4,651,000 for the years ended September 30, 2014 and 2013, respectively. The expenses misclassified for North America were $14,046,000, and $3,637,000 for the years ended September 30, 2014 and 2013, respectively. The expenses misclassified for Rest of World were $1,386,000, and $1,014,000 for the years ended September 30, 2014 and 2013, respectively. These misclassifications had no effect on previously reported income from operations, net income or cash flows for the years ended September 30, 2014 and 2013 and the interim periods within those years. We have evaluated these misclassifications and do not believe they are material to any prior periods. Cash and Cash Equivalents We consider all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Accounts Receivable Accounts receivable consist of amounts owed to us by customers. We perform periodic credit evaluations of the financial condition of our customers, monitor collections and payments from customers, and generally do not require collateral. Accounts receivable are generally due within 30 to 60 days. We provide for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. We reserve for an account when it is considered to be uncollectible. We estimate our allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of our customers. To date, losses have been within the range of management’s expectations. If the estimated allowance for doubtful accounts subsequently proves to be insufficient, additional allowances may be required. Our allowance for doubtful accounts activity consists of the following (in thousands): Allowance for Doubtful Accounts Balance at Beginning of Period Charges to Cost and Expenses Write-offs Balance at End of Period Year ended as of September 30, 2015 $ $ $ ) $ Year ended as of September 30, 2014 ) Year ended as of September 30, 2013 ) Inventories Inventories are stated at the lower of cost or market. The method by which amounts are removed from inventory are weighted average cost for all inventory, except for chemical parts for which the first-in, first-out method is used. In-bound freight-related costs of $1,662,000, $1,440,000 and $0 as of September 30, 2015, 2014, and 2013, respectively, are included as part of the cost of inventory held for resale. We record provisions, as appropriate, to write-down E&O inventory to estimated net realizable value. The process for evaluating E&O inventory utilizes factors such as historical demand and current inventory quantities, and subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventories will be able to be sold in the normal course of business. During the year ended September 30, 2015, we charged $33,000,000 and $62,052,000 to cost of sales for impairment of inventory to net realizable value and for increases in our E&O reserve and related items, respectively, as further described below. In the fourth quarter of 2015, we determined that inventory previously purchased in connection with a specific program which was subsequently terminated, to have no alternative use. During the year ended September 30, 2015, we continued to negotiate a sale of such inventory with our customer for whom such inventory was purchased, as well as market the inventory through other channels, and believed the full cost of this inventory was recoverable. However, in the fourth quarter of 2015, we determined such inventory was not marketable and recorded a reduction in net realizable value of $33,000,000. In the fourth quarter of 2015, management implemented a new strategy of providing integrated supply chain services more tailored to customer demand through long-term contracts and focused forecasted consumption including changes to our inventory purchasing strategy, holding inventory for shorter periods and the planned scra pping of long dated inventory. The new strategy and updates for fiscal 2015 sales activities led to changes in the sell through rates, holding period of aged inventory and others estimates used in the E&O reserve for our hardware inventory , which increased our E&O inventory reserves by $43,800,000. Property and Equipment Property and equipment are stated at cost, less accumulated amortization and depreciation, computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the assets. Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any gain or loss is reflected in the consolidated statements of comprehensive income. The useful lives for depreciable assets are as follows: Buildings and improvements 1 ‑ 39.5 years Machinery and equipment 5 ‑ 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 years Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors we consider include, but are not limited to: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. We have determined that our asset group for impairment testing is comprised of the assets and liabilities of each of our reporting units, which consists of North America Hardware, Rest of World Hardware, North America Chemical and Rest of World Chemical, as this is the lowest level of identifiable cash flows. We have identified customer relationships as the primary asset because it is the principal asset from which the reporting units derive their cash flow generating capacity and has the longest remaining useful life. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to be generated by these assets. Impairment losses are measured as the amount by which the carrying values of the primary assets exceed their fair values. To date, we have not recognized an impairment charge related to the write-down of long-lived assets. Deferred Financing Costs Deferred financing costs are amortized using the effective interest method over the term of the related credit arrangement; such amortization is included in interest expense in the consolidated statements of comprehensive income. Amortization of deferred financing costs was $4,354,000, $3,300,000 and $7,788,000 for the years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, the remaining unamortized deferred financing costs are $11,248,000 and $15,602,000, respectively. Goodwill and Indefinite-Lived Intangible Assets Goodwill, which represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination, and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment at least annually or more frequently when an event occurs or circumstances change such that it is more likely than not that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy, or disposition of a reporting unit or a portion thereof. Goodwill and indefinite-lived intangibles asset impairment testing is performed at the reporting unit level on July 1 of each year. Our reporting units are one level below our operating segments. We test goodwill for impairment by performing a qualitative process, or a two-step quantitative assessment process. The first step of the quantitative process involves comparing the carrying value of net assets, including goodwill, to the fair value of the reporting unit. If the fair value exceeds its carrying amount, goodwill is not considered impaired and the second step of the process is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds its fair value, the second step measures the impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The implied fair value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any intangible assets that may not have any corresponding carrying value in our balance sheet). The implied value of the reporting unit’s goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit. If the carrying value of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. We performed our goodwill impairment tests for the years ended September 30, 2015, 2014 and 2013, which resulted in a goodwill impairment charge of $263,771,000 in the year ended September 30, 2015 for our North America Hardware reporting unit. Refer to Note 8 for additional information. Indefinite-lived intangibles consist of a trademark, for which we estimate fair value and compare such fair value to the carrying amount. If the carrying amount of the trademark exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we primarily utilize reported market transactions and discounted cash flow analyses. We use a three tier fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. The three broad categories are: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The definition of fair value includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3), our fair value calculations have been adjusted accordingly. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. We use observable market-based inputs to calculate fair value of our interest rate swap agreements and outstanding debt instruments, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3. Where available, we utilize quoted market prices or observable inputs rather than unobservable inputs to determine fair value. Derivative Financial Instruments We periodically enter into cash flow derivative transactions, such as interest rate swap agreements, to hedge exposure to various risks related to interest rates. We recognize all derivatives at their fair value as either assets or liabilities. For cash flow designated hedges, the effective portion of the changes in fair value of the derivative contract are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in net earnings at the time earnings are affected by the hedged transaction. Adjustments to record changes in fair values of the derivative contracts that are attributable to the ineffective portion of the hedges, if any, are recognized in earnings. We present derivative instruments in our consolidated statements of cash flows’ operating, investing, or financing activities consistent with the cash flows of the hedged item. Comprehensive Loss or Income Comprehensive loss or income generally represents all changes in stockholders’ equity, except those resulting from investments by or distributions to stockholders. Our comprehensive loss or income consists of foreign currency translation adjustments and fair value adjustments for cash flow hedges. Revenue Recognition We recognize product and service revenue when (1) persuasive evidence of an arrangement exists, (2) title transfers to the customer, (3) the sales price charged is fixed or determinable, and (4) collection is reasonably assured. In instances where title does not pass to the customer upon shipment, we recognize revenue upon delivery or customer acceptance, depending on the terms of the sales contract. In connection with the sales of our products, we often provide certain supply chain management services to our JIT customers. These services include the timely replenishment of products at the customer site, while also minimizing the customer’s on-hand inventory. We provide these services contemporaneously with the delivery of the product, and as such, once the product is delivered, we do not have a post-delivery obligation to provide services to the customer. Accordingly, the price of such services is generally included in the price of the products delivered to the customer, and revenue is recognized upon delivery of the product, at which point we have satisfied our obligations to the customer. We do not account for these services as a separate element, as the services do not have stand-alone value and cannot be separated from the product element of the arrangement. Additionally, we do not present service revenues apart from product revenues, as the service revenues represent less than 10% of our consolidated net sales. We report revenue on a gross or net basis, based on management’s assessment of whether we act as a principal or agent in the transaction, in our presentation of net sales and costs of sales. If we are the principal in the transaction and have the risks and rewards of ownership, the transactions are recorded as gross in the consolidated statements of comprehensive income. If we do not act as a principal in the transaction, the transactions are recorded on a net basis in the consolidated statements of comprehensive income. The majority of our revenue is recorded on a gross basis with the exception of certain gas, energy and chemical manager service contracts that are recorded as net revenue. We also enter into sales rebates and profit sharing arrangements. Such customer incentives are accounted for as a reduction to gross sales and recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. We review such rebates and profit sharing arrangements on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available. We provide allowances for credits and returns based on historic experience and adjust such allowances as considered necessary. To date, such provisions have been within the range of our expectations and the allowance established. Sales tax collected from customers is excluded from net sales in the consolidated statements of comprehensive income. In connection with our JIT supply chain management programs, at times, we assume customer inventory on a consignment basis. This consigned inventory remains the property of the customer but is managed and distributed by us. We earn a fixed fee per unit on each shipment of the consigned inventory; such amounts represent less than 1% of consolidated net sales. Shipping and Handling Costs We record revenue for shipping and handling billed to our customers. Shipping and handling revenues were $7,825,000, $6,951,000 and $1,304,000 for the years ended September 30, 2015, 2014 and 2013, respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $33,173,000, $24,801,000 and $8,330,000 for the years ended September 30, 2015, 2014 and 2013, respectively. Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Our foreign subsidiaries are taxed in local jurisdictions at local statutory rates. Concentration of Credit Risk and Significant Vendors and Customers We maintain our cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk from cash and cash equivalents. We purchase our products on credit terms from vendors located throughout North America and Europe. For the years ended September 30, 2015, 2014 and 2013, we made 13%, 15%, and 20%, respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this vendor were 7% and 6% of total accounts payable at September 30, 2015 and 2014, respectively. Additionally, for the years ended September 30, 2015, 2014 and 2013, we made 9%, 15%, and 19%, respectively, of our purchases from Alcoa Fastening Systems and the amounts payable to this vendor were 6% and 10% of total accounts payable at September 30, 2015 and 2014, respectively. The majority of the products we sell are available through multiple channels and, therefore, this reduces the risk related to any vendor relationship. For the years ended September 30, 2015, 2014 and 2013, we did not derive 10% or more of our total net sales from any individual customer. Government sales, which were derived from various military parts procurement agencies such as the U.S. Defense Logistics Agency, or from defense contractors buying on their behalf, comprised 14%, 9% and 2% of our net sales during fiscal 2015, 2014 and 2013, respectively. Foreign Currency Translation and Transactions The financial statements of foreign subsidiaries and affiliates where the local currency is the functional currency are translated into U.S. Dollars using exchange rates in effect at each period-end for assets and liabilities and average exchange rates during the period for results of operations. The adjustment resulting from translating the financial statements of such foreign subsidiaries is reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are reported as other income (expense), net in the consolidated statements of comprehensive income. For the years ended September 30, 2015, 2014 and 2013, realized foreign currency transaction gains were $614,000, $1,555,000 and $1,748,000, respectively. Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period (generally a vesting term of three years) using the graded vesting method for performance condition awards and the straight line method for service condition only awards, which is generally a vesting term of three years. Stock options typically have a contractual term of 10 years. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units and awards are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance based awards reflects the estimated probability that the performance condition will be met. Net Loss or Net Income Per Share Basic net loss or net income per share is computed by dividing net loss or net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss or net income per share includes the dilutive effect of both outstanding stock options and restricted shares, calculated using the treasury stock method. Assumed proceeds from the in-the-money options include the tax benefits, net of shortfalls, calculated under the “as-if” method. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2015 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States (GAAP) are established by the Financial Accounting Standards Board (FASB), in the form of Accounting Standards Updates (ASUs), to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. New Accounting Standards Updates In September 2015, FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. We are currently evaluating the impact of the adoption of ASU 2015-16 on our financial statements and disclosures. In August 2015, the FASB issued ASU 2015-15, Interest — Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . ASU 2015-15 states entities should present debt issuance costs as an asset, and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We are currently evaluating the impact of the adoption of ASU 2015-15 on our financial statements and disclosures. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory , which requires an entity to measure inventory at the lower of cost and net realizable value, and eliminates current GAAP options for measuring market value. ASU 2015-11 defines realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-11 can only be applied prospectively. We are currently evaluating the impact of the adoption of ASU 2015-11 on our financial statements and disclosures. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-05 provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2015-05 on our financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost . The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2105-03 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We are currently evaluating the impact of the adoption of ASU 2015-03 on our financial statements and disclosures. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which amends ASC Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. Specifically, ASU 2014-15 (1) provides a definition of the term “substantial doubt,” (2) requires an evaluation every reporting period, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. We do not anticipate the adoption of ASU 2014-15 will have a significant impact on our consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period . ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply ASU 2014-12 either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. We are currently evaluating the impact of the adoption of ASU 2014-12 on our financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides comprehensive guidance on the recognition of revenue from customers arising from the transfer of goods and services. ASU 2014-09 also provides guidance on accounting for certain contract costs, and requires new disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for all entities by one year. Accordingly, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the effect of the adoption of ASU 2014-09 on our consolidated financial statements and the implementation approach to be used. Adopted Accounting Standards Updates Effective July 1, 2015, we adopted ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment , which addresses revised guidance on reporting discontinued operations. This revised guidance defines a discontinued operation as a disposal of a component or a group of components of an entity that represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results. ASU 2014-08 also requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. Our adoption of ASU 2014-08 did not have a material impact on our consolidated financial statements. Effective November 18, 2014, we adopted ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. ASU 2014-17 provides an acquired entity with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. Our adoption of ASU 2014-08 did not have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2015 | |
Acquisitions | |
Acquisitions | Note 4. Acquisitions 2014 Acquisition On February 28, 2014, through our wholly owned subsidiary, Flyer Acquisition Corp., we acquired 100% of the outstanding shares of Haas, for a purchase price of $560,450,000, including the payment of an additional $250,000 in the three months ended December 31, 2014 as a result of a working capital adjustment. The Haas acquisition was financed through a combination of a new $525,000,000 term loan B facility, cash on hand and drawings under our revolving facility. As a result of the acquisition, Haas became our wholly-owned subsidiary. We incurred transaction related costs of $6,700,000 and such costs were expensed as incurred. Haas is a provider of chemical supply chain management services to the commercial aerospace, airline, military, energy, and other markets, helping its customers reduce costs and comply with increasingly complex regulatory requirements for chemical usage. The Haas acquisition expands our existing customer base and active stock-keeping units, while also providing us with opportunities to increase sales by leveraging and cross-selling into Wesco’s and Haas’ respective customer bases. In addition, we believe the addition of Haas’ proprietary information technology system (tcmIS), which interfaces directly with customer and supplier enterprise resource planning systems, and its experienced senior management team, will benefit Wesco going forward. The goodwill related to the Haas acquisition represents the value paid for assembled workforce, its international geographic presence and synergies expected to arise after the acquisition. None of the goodwill resulting from the Haas acquisition is deductible for income tax purposes. On the date of acquisition, the goodwill was allocated to our reporting units based on the proportion of cash flows generated in the North America and the Rest of World segments. We revised the purchase price allocation during the three months ended December 31, 2014 to reflect a $250,000 payment to Haas’ former owners as a result of a working capital adjustment. This adjustment resulted in an increase to goodwill of $250,000. The preliminary fair values of assets acquired and liabilities assumed on the acquisition date and the final allocations were as follows (in thousands): Preliminary Final Adjustment Current assets $ $ $ ) Property and equipment ) Other assets ) Trademarks Customer relationships Technology Goodwill ) Total assets acquired ) Total liabilities assumed ) ) Purchase price, net of liabilities assumed $ $ $ The excess purchase price over the fair value of the net identifiable assets acquired was recorded as goodwill. The fair value assigned to the identifiable intangible assets acquired was based on an income approach method using assumptions and estimates derived by our management. It was determined that the Haas trademark has a 15-year estimated useful life, customer relationships have a 15-year estimated useful life and Haas’ technology has a 10-year estimated useful life. Factors considered in the determination of its useful lives include customer attrition rates, technology life cycles, and patent and trademark laws. The results of Haas since the acquisition have been included in the consolidated financial statements and are included in the North America and Rest of World segments based on actual results of the reporting units. Haas consolidated net sales included in the financial statements since the acquisition date were $591,824,000 and $356,154,000 in the years ended September 30, 2015 and 2014, respectively. Haas consolidated net loss or income included in the financial statements since the acquisition date was a net loss of $565,000 and a net income of $2,850,000 in the years ended September 30, 2015 and 2014, respectively. Pro Forma Consolidated Results The following pro forma information presents the financial results as if the acquisition of Haas had occurred on October 1, 2012. The pro forma results do not include any anticipated cost synergies, costs or other effects of the planned integration of the acquisition. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of future operating results. We did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination in the reported pro-forma net sales and earnings (in thousands except per share data). Year ended September 30, 2014 2013 Pro forma net sales $ $ Pro forma net income $ $ Pro forma net income per common share amounts: Basic net income $ $ Diluted net income $ $ |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2015 | |
Inventory | |
Inventory | Note 5. Inventory Our inventory is comprised solely of finished goods. As of September 30, 2015 and 2014, our E&O reserve was $264,114,000 and $197,188,000, respectively. We have revised the previously reported E&O reserve as of September 30, 2014 of $143,736,000 that was not correct due to a clerical error in the prior year footnote. This immaterial revision does not change the inventory amount reported on the balance sheet or the amount of E&O charges recorded in the statement of comprehensive income. Charges to cost of sales for increase in our E&O reserves and related items were $95,052,000, $17,700,000 and $8,710,000 in the years ended September 30, 2015, 2014 and 2013, respectively. We believe that these amounts appropriately reflect the risk of E&O inventory inherent in our business. In the fourth quarter of 2015, management implemented a new strategy of providing integrated supply chain services more tailored to customer demand through long-term contracts and focused forecasted consumption including changes to our inventory purchasing strategy, holding inventory for shorter periods and the planned scra pping of long dated inventory. The new strategy and updates for fiscal 2015 sales activities led to changes in the sell through rates, holding period of aged inventory and others estimates used in the E&O reserve for our hardware inventory , which increased our E&O inventory reserves by $43,800,000. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | Note 6. Related Party Transactions We entered into a management agreement with The Carlyle Group to provide certain financial, strategic advisory and consultancy services. Under this management agreement, we are obligated to pay The Carlyle Group, or a designee thereof, an annual management fee of $1,000,000 plus fees and expenses associated with company-related meetings. We incurred expense of $1,145,000, $1,077,000 and $1,053,000 for the years ended September 30, 2015, 2014 and 2013, respectively, related to this management agreement. These amounts were paid to The Carlyle Group during the years ended September 30, 2015, 2014 and 2013. We lease several office and warehouse facilities under operating lease agreements from entities controlled by our former chief executive officer, who is also our Chairman of the Board. Rent expense on these facilities was $1,692,000, $1,826,000 and $1,754,000 for the years ended September 30, 2015, 2014 and 2013, respectively (see Note 17). |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2015 | |
Property and Equipment, net | |
Property and Equipment, net | Note 7. Property and Equipment, net Property and equipment, net, consist of the following at September 30 (in thousands): 2015 2014 Land, buildings and improvements $ $ Machinery and equipment Furniture and fixtures Vehicles Computer hardware and software Construction in progress Less: accumulated depreciation ) ) Property and equipment, net $ $ At September 30, 2015 and 2014, property and equipment included assets of $7,084,000, and $6,845,000 respectively, acquired under capital lease arrangements. Accumulated amortization of assets acquired under capital leases was $4,131,000 and $2,713,000 as of September 30, 2015 and 2014, respectively. Depreciation and amortization expense for property and equipment was $11,777,000, $8,766,000 and $4,781,000 during the years ended September 30, 2015, 2014 and 2013, respectively (including amortization expense of $1,544,000, $1,427,000 and $1,020,000 on assets acquired under capital leases for the years ended September 30, 2015, 2014 and 2013, respectively). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets, net | Note 8. Goodwill and Intangible Assets, net A reconciliation of our goodwill balance is as follows (in thousands): North America Rest of World Consolidated September 30, September 30, September 30, 2015 2014 2015 2014 2015 2014 Beginning balance $ $ $ $ $ $ Foreign currency translation — ) ) Haas acquisition Goodwill impairment ) — — — ) — Ending balance $ $ $ $ $ $ We test goodwill for impairment using a qualitative assessment process or a two-step quantitative assessment process. The first step of the quantitative assessment process involves comparing the carrying value of net assets, including goodwill, to the fair value of the reporting unit. If the fair value exceeds its carrying amount, goodwill is not considered impaired and the second step of the process is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds its fair value, the second step measures the impairment loss, if any. The estimates of fair value of a reporting unit are determined based on a discounted cash flow analysis and market earnings multiples. A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the forecast and long-term business plans of each reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. If the fair value exceeds the carrying value of a reporting unit, goodwill is not considered impaired and the second step of the test is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of a reporting unit, the second step measures the impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For the North America Hardware reporting unit, we performed a Step 1 goodwill impairment test on July 1, 2012, which reflected fair value in excess of carrying value of 38.5%. Since 2012, North America Hardware has underperformed relative to the forecasts included in the Step 1 analysis; however, our Step 0 impairment test performed on July 1, 2013 and 2014 did not indicate it was more likely than not that the carrying value exceeded the fair value of the reporting unit. Through June 30, 2015, we continued to monitor North America Hardware performance relative to these forecasts. We performed our Step 1 goodwill impairment test on July 1, 2015. The results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values, with the exception of the North America Hardware reporting unit within our North America segment. The impact of market pressures such as decreasing revenue and underperformance relative to forecast adversely impacted the fair value of this reporting unit. As a result, we proceeded to Step 2 of the goodwill impairment analysis using the most appropriate valuation methods including the income approach, and compared the implied value of North America Hardware’s goodwill with the carrying value of its goodwill, and since the carrying value exceeded the implied fair value, we recorded a non-cash impairment charge of $263,771,000 in the three months ended September 30, 2015. As of September 30, 2015 and 2014, the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2015 2014 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Customer relationships (12 to 20 year life) $ $ ) $ $ ) Trademarks (5 years to indefinite life) ) ) Backlog (2 year life) ) ) Non ‑compete agreements (3 to 4 year life) ) ) Technology (10 year life) ) ) Total intangible assets $ $ ) $ $ ) Estimated future intangible amortization expense at September 30, 2015 is as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ Amortization expense included in the statements of comprehensive income for the years ended September 30, 2015, 2014 and 2013 was $15,948,000, $12,636,000 and $6,599,000, respectively. In addition to amortizing intangibles, we assigned an indefinite life to the Wesco Aircraft trademark. As of September 30, 2015 and 2014, the trademark had a carrying value of $37,833,000. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Sep. 30, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2015 2014 Accrued compensation and related expenses $ $ Accrued commissions Accrual for professional fees Accrued customer rebates Accrued taxes (property, sales and use) Accrued interest Accrual for undermarket contracts Accrued profit sharing Accrued freight and duty Accrual for restructuring — Interest rate swap — Other accruals Accrued expenses and other current liabilities $ $ |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 10. Fair Value of Financial Instruments Our financial instruments include cash and cash equivalents, accounts receivable and payable, accrued and other current liabilities and a revolving facility. The carrying amounts of these instruments approximate fair value because of their short-term maturities. The fair value of interest rate swap agreements is determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement. The fair value of the long-term debt instruments is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement. The carrying amounts and fair values of the debt instruments and interest rate swap hedge instrument were as follows (in thousands): September 30, 2015 September 30, 2014 Carrying Amount Fair Value Carrying Amount Fair Value $625,000 term loan A $ $ $ $ $525,000 term loan B $200,000 revolving facility — — Interest rate swap hedge — — |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt | |
Long-Term Debt | Note 11. Long-Term Debt Long-term debt consists of the following (in thousands): September 30, 2015 2014 $625,000 term loan A $ $ $525,000 term loan B $200,000 revolving facility — Less: current portion — ) Long ‑term debt $ $ Aggregate maturities of long-term debt as of September 30, 2015 are as follows (in thousands): Years Ended September 30, 2016 $ — 2017 2018 2019 — 2020 & thereafter $ Senior Secured Credit Facilities Our amended credit agreement provides for (1) a $625,000,000 term loan A facility, (2) a $200,000,000 revolving credit facility and (3) a $525,000,000 senior secured term loan B facility. We refer to the term loan B facility, together with the term loan A facility and the revolving facility, as the Credit Facilities. The Credit Facilities allowed us to acquire Haas and for Wesco Aircraft Hardware to incur additional first lien indebtedness and corresponding liens to permit the incurrence of the term loan B facility and to reset certain ratios with respect to the Consolidated Total Leverage Ratio covenant applicable to the term loan A facility and the revolving facility, as further described below. As of September 30, 2015, our outstanding indebtedness under the Credit Facilities was $952,906,000, which consisted of (1) $477,344,000 of indebtedness under the term loan A facility and (2) $475,562,000 of indebtedness under the term loan B facility. As of September 30, 2015, $200,000,000 was available for borrowing under the revolving facility without breaching any covenants contained in the agreements governing our indebtedness. The interest rate for the term loan A facility is based on the Consolidated Total Leverage Ratio (as such ratio is defined in the Credit Facilities) as determined in the most recently delivered financial statements, with the respective margins ranging from 1.75% to 2.50% for Eurocurrency loans and 0.75% to 1.50% for alternate base rate (ABR) loans. The term loan A facility amortizes in equal quarterly installments of 1.25% of the original principal amount of $625,000,000 for the first year, escalating to quarterly installments of 2.50% of the original principal amount of $625,000,000 by the fifth year, with the balance due at maturity on December 7, 2017. As of September 30, 2015, the interest rate for borrowings under the term loan A facility was 2.72%. The interest rate for the term loan B facility has a margin of 2.50% per annum for Eurocurrency loans (subject to a minimum Eurocurrency rate floor of 0.75% per annum) or 1.50% per annum for ABR loans (subject to a minimum ABR floor of 1.75% per annum). The term loan B facility amortizes in equal quarterly installments of 0.25% of the original principal amount of $525,000,000, with the balance due at maturity on February 28, 2021. As of September 30, 2015, the interest rate for borrowings under the term loan B facility was 3.25%. The interest rate for the revolving facility is based on our Consolidated Total Leverage Ratio as determined in the most recently delivered financial statements, with the respective margins ranging from 1.75% to 2.50% for Eurocurrency loans and 0.75% to 1.50% for ABR loans. The revolving facility expires on December 7, 2017. Under the terms and definitions applicable to the Credit Facilities as of September 30, 2015, our Consolidated Total Leverage Ratio (as such ratio is defined in the Credit Facilities cannot exceed 4.75 (with step-downs on such ratio during future periods) and our Consolidated Net Interest Coverage Ratio (as such ratio is defined in the Credit Facilities) cannot be less than 2.25. The Credit Facilities also contain customary negative covenants, including restrictions on our and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness or enter into transactions with affiliates. As of September 30, 2015, we were in compliance with all the foregoing covenants. Our borrowings under our Credit Facilities are guaranteed by us and all of our direct and indirect, wholly-owned, domestic restricted subsidiaries (subject to certain exceptions) and secured by a first lien on substantially all of our assets and the assets of our guarantor subsidiaries, including capital stock of the subsidiaries (in each case, subject to certain exceptions). During the year ended September 30, 2015, we made voluntary prepayments totaling $50,000,000 on our term loan A facility and $36,313,000 on our term loan B facility, which have been applied to future required quarterly payments. We also paid off our line of credit borrowing of $40,000,000. Our subsidiary, Wesco Aircraft Europe, Ltd, has a £7,000,000 ($10,592,000 based on the September 30, 2015 exchange rate) line of credit that automatically renews annually on October 1. The line of credit bears interest based on the base rate plus an applicable margin of 1.65%. There was no outstanding borrowing under this line of credit as of September 30, 2015. As a result of the refinancing of our old senior secured credit facilities on December 7, 2012, we recorded a loss on extinguishment of debt in the amount of $4,960,000. The loss on early debt extinguishment was recorded as a component of interest expense, net in the consolidated statements of comprehensive income. The refinancing costs are being amortized over the term of the debt using the effective interest rate method. The deferred financing costs at the close of the transaction on December 7, 2012 totaled $11,168,000. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 12. Derivative Financial Instruments We use derivative instruments primarily to manage exposures to interest rates. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We, however, seek to mitigate such risks by limiting our counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counterparties. On July 30, 2015, we entered into interest rate swap agreements, which we designated as cash flow hedges, in order to reduce our exposure to variability in cash flows related to interest payments on a portion of our outstanding debt. The first interest rate swap agreement has a notional amount of $475,000,000 giving us the contractual right to pay a fixed interest rate of 1.21% plus the applicable margin for term loan B (see Note 11 for the applicable margin), which is effective on September 30, 2015 and matures on September 30, 2017. The second interest rate swap agreement has a notional amount of $375,000,000 giving us the contractual right to pay a fixed interest rate of 2.2625% plus the applicable margin for term loan B, which is effective on September 29, 2017 and matures on September 30, 2019. The following table provides the location and fair value amounts of our hedge instruments, which are reported in our consolidated balance sheets as of September 30, 2015 and 2014 (in thousands). We did not have any hedge instruments in the year ended September 30, 2014. Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2015 2014 Interest rate swap contracts Acccrued expenses and other current liabilities $ $ — Other liabilities — The following table provides the losses of our cash flow hedge instruments which are transferred from our accumulated other comprehensive income to our consolidated statement of comprehensive (loss) income for the years ended September 30, 2015, 2014 and 2013 (in thousands). We did not have any hedge instruments in the years ended September 30, 2014 and 2013. Location in Consolidated Statement Year ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2015 2014 2013 Interest rate swap contracts Interest expense, net $ ) $ — $ — The following table provides the effective portion of the losses of our cash flow hedge instruments which are recognized (net of income taxes) in other comprehensive income for the years ended September 30, 2015, 2014 and 2013 (in thousands). Year ended September 30, Cash Flow Devivatives 2015 2014 2013 Interest rate swap contracts $ ) $ — $ — We experienced no material hedge ineffectiveness with respect to our interest swap agreements, and expect to reclassify approximately $1,199,000 out of Accumulated other comprehensive loss and into earnings in the next 12 months when the underlying hedged item impacts earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | Note 13. Accumulated Other Comprehensive Loss Changes in Accumulated other comprehensive loss by component consist of the following (in thousands): Foreign Currency Translation Adjustments Unrealized Losses on Derivative Instruments Total Balance at September 30, 2012 $ ) $ — $ ) Other Comprehensive Income ) — ) Balance at September 30, 2013 ) — ) Other Comprehensive Income ) — ) Balance at September 30, 2014 ) — ) Other Comprehensive Income before reclassifications ) ) ) Amounts reclassified from AOCI to earnings — Net current period other comprehensive income ) ) ) Balance at September 30, 2015 $ ) $ ) $ ) |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 12 Months Ended |
Sep. 30, 2015 | |
Net (Loss) Income Per Share. | |
Net (Loss) Income Per Share | Note 14. Net (Loss) Income Per Share The following table presents net (loss) income per share and related information (dollars in thousands): Years Ended September 30, 2015 2014 2013 Net (loss) income $ ) $ $ Basic weighted average shares outstanding Dilutive effect of stock options and restricted shares — Dilutive weighted average shares outstanding Basic net (loss) income per share $ ) $ $ Diluted net (loss) income per share $ ) $ $ Shares of common stock equivalents of 2,292,770, 510,800, and zero for the years ended September 30, 2015, 2014 and 2013, respectively, were excluded from the diluted calculation due to their anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Income Taxes | Note 15. Income Taxes (Loss) income before benefit or provision for income taxes for the years ended September 30, 2015, 2014 and 2013 was as follows (in thousands): 2015 2014 2013 U.S. (loss) income $ ) $ $ Foreign income Total $ ) $ $ The components of our income tax (benefit) provision for the years ended September 30, 2015, 2014 and 2013 were as follows (in thousands): 2015 2014 2013 Current provision Federal $ $ $ State and local Foreign Subtotal Deferred provision (benefit) Federal ) State and local ) Foreign ) ) Subtotal ) (Benefit) provision for income taxes $ ) $ $ The tax impact associated with the exercise of employee stock options and vesting of restricted stock units were recognized in the current tax return. During the year ended September 30, 2015, a reduction to additional paid in capital of $87,000 was recorded to reflect the tax impact associated with the exercise of employee stock options and vesting of restricted stock units. During the years ended September 30, 2014 and 2013, $10,235,000 and $6,879,000 of tax benefit has been credited to additional paid in capital, respectively. A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2015, 2014 and 2013 (in thousands): 2015 2014 2013 (Benefit) provision for income taxes at statutory rate $ ) % $ % $ % State taxes, net of tax benefit ) Deemed foreign dividends ) Nondeductible items ) ) ) Other ) ) ) Impact of foreign operations ) ) ) ) ) Foreign tax credit ) ) ) ) ) Tax contingencies ) ) ) — — Actual (benefit) provision for income taxes $ ) % $ % $ % As of September 30, 2015 and 2014, the components of deferred income tax assets (liabilities) were as follows (in thousands): 2015 2014 Current deferred tax assets/(liabilities) Inventories $ $ Reserves and other accruals Net operating losses and tax credits — Compensation accruals Other ) Total current deferred tax assets Non ‑current deferred tax assets/(liabilities) Property and equipment ) ) Goodwill and intangible assets ) ) Stock options Deferred financing costs Net operating losses and tax credits Other Total non ‑current deferred tax liabilities ) ) Valuation allowance ) ) Net deferred tax assets (liabilities) $ $ ) As of September 30, 2015, we had state net operating loss carryforwards of $3,429,000 which will begin to expire in 2024, and foreign net operating loss carryforwards of $14,592,000, $10,000 of which will begin to expire in 2017. As of September 30, 2015, we had U.S. foreign tax credit carryforwards of $11,049,000 which will begin to expire in 2021. We are subject to U.S. federal income tax as well as income taxes in various state and foreign jurisdictions. The earliest tax year still subject to examination by a significant taxing jurisdiction is September 30, 2011. The undistributed earnings of our foreign subsidiaries, which amount to $144,250,000 are considered to be indefinitely reinvested and no provision for federal or state and local taxes or foreign withholding taxes has been provided on such earnings. The taxes associated with the undistributed earnings would be between $15,000,000 and $20,000,000. We determine whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the consolidated balance sheets. As of September 30, 2015, the total amount of gross unrecognized tax benefits was $3,072,000, including $299,000 of interest and $48,000 of penalties, all of which would impact the effective tax rate if recognized. It is reasonably possible that within the next twelve months $250,000 may be recognized as a result of the lapsing of the statute of limitations. The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2015, 2014 and 2013 are as follows (in thousands): 2015 2014 2013 Beginning balance $ $ — $ — Increases related to tax positions taken during a prior year — Decreases related to tax positions taken during a prior year — ) — Increases related to tax positions taken during the current year — — — Decreases related to expiration of statute of limitations ) — — Ending balance $ $ $ — We determine whether it is more likely than not that some or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Based upon the level of historical income and projections for future taxable income, we believe it is more likely than not that we will not realize the benefits of the temporary differences related to certain Haas foreign tax credits and Haas foreign net operating losses. Therefore, a valuation allowance has been recorded against these deferred tax assets (in thousands). Valuation Allowance Recorded Beginning During Ending Balance The Period Balance Valuation allowance for deferred tax assets: Year ended September 30, 2015 $ $ $ Year ended September 30, 2014 — Year ended September 30, 2013 — — — |
Stock-Based and Other Compensat
Stock-Based and Other Compensation Arrangements | 12 Months Ended |
Sep. 30, 2015 | |
Stock-Based and Other Compensation Arrangements | |
Stock-Based and Other Compensation Arrangements | Note 16. Stock-Based and Other Compensation Arrangements On January 27, 2015, our stockholders approved the 2014 Plan, which amended and restated our 2011 Equity Incentive Award Plan and authorized the issuance of a total of 5,717,584 shares. As of September 30, 2015, there were 5,514,078 shares remaining available for issuance under the 2014 Plan. Stock Options Our stock options are eligible to vest over three years in three equal annual installments, subject to continued employment on each vesting date. Vested options are exercisable at any time until 10 years from the date of the option grant, subject to earlier expirations under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Continuous Employment Conditions At September 30, 2015, we have outstanding 628,684 unvested time-based stock options under the 2014 Plan or our prior equity incentive plans (collectively, the Plans), which will vest on the basis of continuous employment. All of the time-based options vest ratably during the period of service. The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Life Intrinsic of Shares Price (in years) Value(1) Options outstanding at September 30, 2014 $ $ Granted $ Exercised ) $ Forfeited options ) $ Options outstanding at September 30, 2015 $ $ Options exercisable at September 30, 2015 $ $ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. The total intrinsic value of options exercised during the years ended September 30, 2015, 2014 and 2013 was $1,540,000, $34,593,000 and $25,519,000, respectively. For the years ended September 30, 2015, 2014 and 2013, we recorded $3,618,000, $2,946,000 and $1,713,000, respectively, of stock-based compensation expense related to these options that is included within selling, general and administrative expenses. At September 30, 2015, the unrecognized stock-based compensation related to these options was $4,242,000 and is expected to be recognized over a weighted-average period of 1.7 years. Cash received from the exercise of stock options by us during the years ended September 30, 2015, 2014 and 2013 was $822,000, $9,643,000 and $9,893,000, respectively. Restricted Stock Units and Restricted Stock In the year ended September 30, 2015, we granted 472,412 shares of restricted common stock to employees. These shares are eligible to vest over three years in three equal annual installments, subject to continued employment on each vesting date. During the years ended September 30, 2015, 2014 and 2013, we granted 73,662, 26,874 and 44,286, respectively, of restricted common shares to our directors. During fiscal year 2015, we granted performance-related restricted stock to certain executives, which vest after three years based on the achievement of a certain operational goal. The stock-based compensation expense for the performance awards is determined based on the probability of achieving the performance goal which is assessed by management on a quarterly basis until vesting. For the years ended September 30, 2015, 2014 and 2013, we recorded $4,273,000, $2,561,000 and $1,681,000, respectively, of stock-based compensation expense related to restricted stock that is included within selling, general and administrative expenses. The restricted stock awards do not contain any redemption provisions that are not within our control. Accordingly, these restricted stock awards have been accounted for as our stockholders’ equity. At September 30, 2015, the unrecognized stock-based compensation related to restricted stock awards was $5,731,000 and is expected to be recognized over a weighted-average period of 2.1 years. Restricted share activity during the year ended September 30, 2015 was as follows: Weighted Average Shares Fair Value Outstanding at September 30, 2014 $ Granted(1) Vested ) Forfeited ) Outstanding at September 30, 2015 $ (1) Under the terms of their respective restricted stock award agreements, holders of restricted stock have the same voting rights as common stock shareholders; such rights exist even if the shares of restricted stock have not vested. Fair value of our restricted shares is based on our closing stock price on the date of grant. The fair value of shares that were vested during the years ended September 30, 2015, 2014 and 2013 was $3,126,000, $2,807,000 and $1,764,000, respectively. The fair value of shares that were granted during the years ended September 30, 2015, 2014 and 2013 was $8,766,000, $4,294,000 and $3,426,000, respectively. The weighted average fair value at the grant date for restricted shares issued during the years ended September 30, 2015, 2014 and 2013 was $16.05, $20.88 and $13.52, respectively. Due to tax deductions associated with option exercises and restricted share activities, we realized a tax shortfall of $87,000 for the year ended September 30, 2015 and tax benefits of $10,235,000 and $6,879,000 for the years ended September 30, 2014 and 2013, respectively. The realized tax shortfall and tax benefits were recorded to the additional paid in capital account in our stockholders’ equity. Stock-Based Compensation We use the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate and expected dividends. We estimated expected volatility based on historical data of comparable public companies. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on guidelines provided in U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 110 and represents the average of the vesting tranches and contractual terms. The risk-free rate assumed in valuing the options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the option. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the option pricing model. Compensation expense is recognized only for those options expected to vest with forfeitures estimated based on our historical experience and future expectations. Stock-based compensation awards are amortized on a straight line basis over a three year period. The weighted average assumptions used to value the option grants are as follows: 2015 2014 2013 Expected life (in years) Volatility % % % Risk free interest rate % % % Dividend yield — — — The weighted average fair value per option at the grant date for options issued during the years ended September 30, 2015, 2014, and 2013 was $6.52, $9.36 and $6.08, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Operating Leases We lease office and warehouse facilities (certain of which are from related parties) and warehouse equipment under various non-cancelable operating leases that expire at various dates through February 29, 2024. Certain leases contain escalation clauses based on the Consumer Price Index. We are also committed under the terms of certain of these operating lease agreements to pay property taxes, insurance, utilities and maintenance costs. Future minimum rental payments under operating leases as of September 30, 2015 are as follows (dollars in thousands): Third Related Party Party Total Years Ended September 30, 2016 $ $ $ 2017 2018 2019 2020 Thereafter $ $ $ Total rent expense for the years ended September 30, 2015, 2014 and 2013 was $11,430,000, $6,648,000 and $4,654,000, respectively. Capital Lease Commitments We lease certain equipment under capital lease agreements that require minimum monthly payments that expire at various dates through December 31, 2019. The gross amount of these leases at September 30, 2015 and September 30, 2014 are $3,285,000 and $4,857,000, respectively. Future minimum lease payments as of September 30, 2015 are as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter Less: Interest ) Total $ Indemnifications In the normal course of business, we provide indemnifications to our customers with regard to certain products and enter into contracts and agreements that may contain representations and warranties and provide for general indemnifications. Our maximum exposure under many of these agreements is not quantifiable as we have a limited history of prior indemnification claims and payments. Payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows, or financial position. However, we could incur costs in the future as a result of indemnification obligations. Litigation We are involved in various legal matters that arise in the ordinary course of business. Management, after consulting with outside legal counsel, believes that the ultimate outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows. There can be no assurance, however, that such actions will not be material or adversely affect our business, financial position and results of operations or cash flows. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Sep. 30, 2015 | |
Employee Benefit Plan | |
Employee Benefit Plan | Note 18. Employee Benefit Plan We maintain a 401(k) defined contribution plan and a retirement saving plan for the benefit of our eligible employees. All U.S. full-time employees who have completed at least one full month of service and are at least 20 years of age are eligible to participate in the plans. Eligible employees may elect to contribute up to 60% of their eligible compensation. We made contributions of $2,138,000, $1,580,000 and $945,000 during the years ended September 30, 2015, 2014 and 2013, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 19. Supplemental Cash Flow Information Year Ended September 30, 2015 2014 2013 (in thousands) Cash payments for: Interest $ $ $ Income taxes $ $ $ Schedule of non ‑cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ $ $ Property and equipment disposed of pursuant to termination of capital leases $ — $ ) $ — |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Data (unaudited) | |
Quarterly Financial Data (unaudited) | Note 20. Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for quarters ended December 31, 2013 through September 30, 2015 is as follows (in thousands except per share data): September 30, June 30, March 31, December 31, 2015 2015 2015 2014 Quarter Ended: Net sales $ $ $ $ Gross profit Net (loss) income (1) ) Basic net (loss) income per share (2) $ ) $ $ $ Diluted net (loss) income per share (2) $ ) $ $ $ September 30, June 30, March 31, December 31, 2014 2014 2014 2013 Quarter Ended: Net sales $ $ $ $ Gross profit Net income Basic net income per share (2) $ $ $ $ Diluted net income per share (2) $ $ $ $ (1) During the three months ended September 30, 2015, we recorded charges to cost of sales of $83,400,000 for the increase in our E&O reserve and related items, and a non-cash goodwill impairment charge of $263,771,000. See Note 2, Note 5 and Note 8 for additional information. (2) Net (loss) income per share calculations for each quarter are based on the weighted average diluted shares outstanding for that quarter and may not total to the full year amount. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2015 | |
Segment Reporting | |
Segment Reporting | Note 21. Segment Reporting We are organized based on geographic location. Our reportable segments are North America and Rest of World. We evaluate segment performance based on segment operating earnings or loss. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to our chief operating decision-maker (CODM). Our chief executive officer serves as our CODM. The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2015 North Rest of America World Consolidated Net sales $ $ $ (Loss) income from operations ) ) Interest expense, net ) ) ) Benefit (provision) for income taxes ) Total assets Goodwill Capital expenditures ) ) ) Depreciation and amortization Changes in the goodwill balance in the year ended September 30, 2015 include a non-cash impairment charge of $263,771,000 related to the North America segment. See Note 8 for further information. Year Ended September 30, 2014 North Rest of America World Consolidated Net sales $ $ $ Income from operations Interest expense, net ) ) ) Provision for income taxes ) ) ) Total assets Goodwill Capital expenditures ) ) ) Depreciation and amortization Changes in the goodwill balance in the year ended September 30, 2014 are related to the Haas acquisition, of which $223,681,000 and $75,358,000 relate to the North America and Rest of World segments, respectively. Year Ended September 30, 2013 North Rest of America World Consolidated Net sales $ $ $ Income from operations Interest expense, net ) ) Provision for income taxes ) ) ) Capital expenditures ) ) ) Depreciation and amortization Geographic Information We operated principally in three geographic areas, North America, Europe and emerging markets, such as Asia, Pacific Rim and the Middle East. Net sales by geographic area, for the years ended September 30, 2015, 2014, and 2013, were as follows (dollars in thousands): Year Ended September 30, 2015 2014 2013 % of % of % of Sales Sales Sales Sales Sales Sales United States of America $ % $ % $ % United Kingdom % % % Other foreign counties % % % All foreign counties % % % Total $ % $ % $ % We determine the geographic area based on the origin of the sale. Long-lived assets by geographic area, for the years ended September 30, 2015 and 2014, were as follows (in thousands): Year Ended September 30, 2015 2014 United States of America $ $ All foreign countries $ $ Product and Services Information Net sales by product categories, for the years ended September 30, 2015, 2014 and 2013 were as follows (dollars in thousands): Year Ended September 30, 2015 2014 2013 % of % of % of Sales Sales Sales Sales Sales Sales Hardware $ % $ % $ % Chemicals(1) % % — — Electronic components % % % Bearings % % % Machined parts and other % % % $ % $ % $ % (1) We did not sell inventory classified as “Chemicals” prior to the acquisition of Haas in the year ended September 30, 2014. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Sep. 30, 2015 | |
Restructuring Activities | |
Restructuring Activities | Note 22. Restructuring Activities We record costs associated with involuntary separation programs when management has approved the plan for separation, the affected employees are identified, and it is unlikely that actions required to complete the separation plan will change significantly. In September 2015, we committed to a Global Restructuring Plan, which involved the immediate elimination of redundant positions and the closure and consolidation of various facilities in order to realign our workforce to the growth areas of our business and to streamline our operations in order to increase efficiency and effectiveness. We anticipate that actions under the Global Restructuring Plan will continue through the year ending September 30, 2016. In connection with the Global Restructuring Plan, we recorded total initial expenses of $4,522,000, consisting of $2,128,000 of employee severance and related costs and $2,394,000 related to the termination of leases. Of these amounts, $2,563,000 was recorded in North America and $1,959,000 in Rest of World. Such expenses were recorded in selling, general and administrative expenses in the consolidated statements of comprehensive (loss) income. No material amounts related to the Global Restructuring Plan were paid in the year ended September 30, 2015. The actual costs related to the Global Restructuring Plan may be higher than the amount we accrued as of September 30, 2015, as our implementation of this plan progresses during the year ending September 30, 2016. We are not able to quantify the additional costs at the time of the filing of this Annual Report on Form 10-K. |
Basis of Presentation Summary o
Basis of Presentation Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Wesco Aircraft Hardware, Wesco Aircraft Europe, Flintbrook Limited, Wesco Aircraft Germany GmbH, Wesco Aircraft France SAS, Wesco Aircraft Israel Limited, Wesco Aircraft Italy SRL, Wesco Aircraft Hardware India Pvt., Limited, Wesco Aircraft Trading Shanghai Co., Limited, Interfast Europe Limited, Interfast USA Inc., Interfast USA Holdings Inc. and Haas. All intercompany accounts and transactions have been eliminated. When we do not have a controlling interest in an entity, but exert significant influence over the entity, we apply the equity method of accounting. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, receivable valuations and allowance for sales returns, inventory valuations of excess and obsolescence (E&O) inventories, the useful lives of long-lived assets including property, equipment and intangible assets, annual goodwill impairment assessment, stock-based compensation, income taxes and contingencies. Actual results could differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts owed to us by customers. We perform periodic credit evaluations of the financial condition of our customers, monitor collections and payments from customers, and generally do not require collateral. Accounts receivable are generally due within 30 to 60 days. We provide for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. We reserve for an account when it is considered to be uncollectible. We estimate our allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of our customers. To date, losses have been within the range of management’s expectations. If the estimated allowance for doubtful accounts subsequently proves to be insufficient, additional allowances may be required. Our allowance for doubtful accounts activity consists of the following (in thousands): Allowance for Doubtful Accounts Balance at Beginning of Period Charges to Cost and Expenses Write-offs Balance at End of Period Year ended as of September 30, 2015 $ $ $ ) $ Year ended as of September 30, 2014 ) Year ended as of September 30, 2013 ) |
Inventories | Inventories Inventories are stated at the lower of cost or market. The method by which amounts are removed from inventory are weighted average cost for all inventory, except for chemical parts for which the first-in, first-out method is used. In-bound freight-related costs of $1,662,000, $1,440,000 and $0 as of September 30, 2015, 2014, and 2013, respectively, are included as part of the cost of inventory held for resale. We record provisions, as appropriate, to write-down E&O inventory to estimated net realizable value. The process for evaluating E&O inventory utilizes factors such as historical demand and current inventory quantities, and subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventories will be able to be sold in the normal course of business. During the year ended September 30, 2015, we charged $33,000,000 and $62,052,000 to cost of sales for impairment of inventory to net realizable value and for increases in our E&O reserve and related items, respectively, as further described below. In the fourth quarter of 2015, we determined that inventory previously purchased in connection with a specific program which was subsequently terminated, to have no alternative use. During the year ended September 30, 2015, we continued to negotiate a sale of such inventory with our customer for whom such inventory was purchased, as well as market the inventory through other channels, and believed the full cost of this inventory was recoverable. However, in the fourth quarter of 2015, we determined such inventory was not marketable and recorded a reduction in net realizable value of $33,000,000. In the fourth quarter of 2015, management implemented a new strategy of providing integrated supply chain services more tailored to customer demand through long-term contracts and focused forecasted consumption including changes to our inventory purchasing strategy, holding inventory for shorter periods and the planned scr apping of long dated inventory. The new strategy and updates for fiscal 2015 sales activities led to changes in the sell through rates, holding period of aged inventory and others estimates used in the E&O reserve for our hardware inventory , which increased our E&O inventory reserves by $43,800,000. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated amortization and depreciation, computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the assets. Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any gain or loss is reflected in the consolidated statements of comprehensive income. The useful lives for depreciable assets are as follows: Buildings and improvements 1 ‑ 39.5 years Machinery and equipment 5 ‑ 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 years |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors we consider include, but are not limited to: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. We have determined that our asset group for impairment testing is comprised of the assets and liabilities of each of our reporting units, which consists of North America Hardware, Rest of World Hardware, North America Chemical and Rest of World Chemical, as this is the lowest level of identifiable cash flows. We have identified customer relationships as the primary asset because it is the principal asset from which the reporting units derive their cash flow generating capacity and has the longest remaining useful life. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to be generated by these assets. Impairment losses are measured as the amount by which the carrying values of the primary assets exceed their fair values. To date, we have not recognized an impairment charge related to the write-down of long-lived assets. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized using the effective interest method over the term of the related credit arrangement; such amortization is included in interest expense in the consolidated statements of comprehensive income. Amortization of deferred financing costs was $4,354,000, $3,300,000 and $7,788,000 for the years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, the remaining unamortized deferred financing costs are $11,248,000 and $15,602,000, respectively. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill, which represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination, and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment at least annually or more frequently when an event occurs or circumstances change such that it is more likely than not that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy, or disposition of a reporting unit or a portion thereof. Goodwill and indefinite-lived intangibles asset impairment testing is performed at the reporting unit level on July 1 of each year. Our reporting units are one level below our operating segments. We test goodwill for impairment by performing a qualitative process, or a two-step quantitative assessment process. The first step of the quantitative process involves comparing the carrying value of net assets, including goodwill, to the fair value of the reporting unit. If the fair value exceeds its carrying amount, goodwill is not considered impaired and the second step of the process is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds its fair value, the second step measures the impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The implied fair value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any intangible assets that may not have any corresponding carrying value in our balance sheet). The implied value of the reporting unit’s goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit. If the carrying value of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. We performed our goodwill impairment tests for the years ended September 30, 2015, 2014 and 2013, which resulted in a goodwill impairment charge of $263,771,000 in the year ended September 30, 2015 for our North America Hardware reporting unit. Refer to Note 8 for additional information. Indefinite-lived intangibles consist of a trademark, for which we estimate fair value and compare such fair value to the carrying amount. If the carrying amount of the trademark exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we primarily utilize reported market transactions and discounted cash flow analyses. We use a three tier fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. The three broad categories are: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The definition of fair value includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3), our fair value calculations have been adjusted accordingly. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. We use observable market-based inputs to calculate fair value of our interest rate swap agreements and outstanding debt instruments, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3. Where available, we utilize quoted market prices or observable inputs rather than unobservable inputs to determine fair value. |
Derivative Financial Instruments | Derivative Financial Instruments We periodically enter into cash flow derivative transactions, such as interest rate swap agreements, to hedge exposure to various risks related to interest rates. We recognize all derivatives at their fair value as either assets or liabilities. For cash flow designated hedges, the effective portion of the changes in fair value of the derivative contract are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in net earnings at the time earnings are affected by the hedged transaction. Adjustments to record changes in fair values of the derivative contracts that are attributable to the ineffective portion of the hedges, if any, are recognized in earnings. We present derivative instruments in our consolidated statements of cash flows’ operating, investing, or financing activities consistent with the cash flows of the hedged item. |
Comprehensive Loss or Income | Comprehensive Loss or Income Comprehensive loss or income generally represents all changes in stockholders’ equity, except those resulting from investments by or distributions to stockholders. Our comprehensive loss or income consists of foreign currency translation adjustments and fair value adjustments for cash flow hedges. |
Revenue Recognition | Revenue Recognition We recognize product and service revenue when (1) persuasive evidence of an arrangement exists, (2) title transfers to the customer, (3) the sales price charged is fixed or determinable, and (4) collection is reasonably assured. In instances where title does not pass to the customer upon shipment, we recognize revenue upon delivery or customer acceptance, depending on the terms of the sales contract. In connection with the sales of our products, we often provide certain supply chain management services to our JIT customers. These services include the timely replenishment of products at the customer site, while also minimizing the customer’s on-hand inventory. We provide these services contemporaneously with the delivery of the product, and as such, once the product is delivered, we do not have a post-delivery obligation to provide services to the customer. Accordingly, the price of such services is generally included in the price of the products delivered to the customer, and revenue is recognized upon delivery of the product, at which point we have satisfied our obligations to the customer. We do not account for these services as a separate element, as the services do not have stand-alone value and cannot be separated from the product element of the arrangement. Additionally, we do not present service revenues apart from product revenues, as the service revenues represent less than 10% of our consolidated net sales. We report revenue on a gross or net basis, based on management’s assessment of whether we act as a principal or agent in the transaction, in our presentation of net sales and costs of sales. If we are the principal in the transaction and have the risks and rewards of ownership, the transactions are recorded as gross in the consolidated statements of comprehensive income. If we do not act as a principal in the transaction, the transactions are recorded on a net basis in the consolidated statements of comprehensive income. The majority of our revenue is recorded on a gross basis with the exception of certain gas, energy and chemical manager service contracts that are recorded as net revenue. We also enter into sales rebates and profit sharing arrangements. Such customer incentives are accounted for as a reduction to gross sales and recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. We review such rebates and profit sharing arrangements on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available. We provide allowances for credits and returns based on historic experience and adjust such allowances as considered necessary. To date, such provisions have been within the range of our expectations and the allowance established. Sales tax collected from customers is excluded from net sales in the consolidated statements of comprehensive income. In connection with our JIT supply chain management programs, at times, we assume customer inventory on a consignment basis. This consigned inventory remains the property of the customer but is managed and distributed by us. We earn a fixed fee per unit on each shipment of the consigned inventory; such amounts represent less than 1% of consolidated net sales. |
Shipping and Handling Costs | Shipping and Handling Costs We record revenue for shipping and handling billed to our customers. Shipping and handling revenues were $7,825,000, $6,951,000 and $1,304,000 for the years ended September 30, 2015, 2014 and 2013, respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $33,173,000, $24,801,000 and $8,330,000 for the years ended September 30, 2015, 2014 and 2013, respectively. |
Income Taxes | Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Our foreign subsidiaries are taxed in local jurisdictions at local statutory rates. |
Concentration of Credit Risk and Significant Vendors and Customers | Concentration of Credit Risk and Significant Vendors and Customers We maintain our cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk from cash and cash equivalents. We purchase our products on credit terms from vendors located throughout North America and Europe. For the years ended September 30, 2015, 2014 and 2013, we made 13%, 15%, and 20%, respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this vendor were 7% and 6% of total accounts payable at September 30, 2015 and 2014, respectively. Additionally, for the years ended September 30, 2015, 2014 and 2013, we made 9%, 15%, and 19%, respectively, of our purchases from Alcoa Fastening Systems and the amounts payable to this vendor were 6% and 10% of total accounts payable at September 30, 2015 and 2014, respectively. The majority of the products we sell are available through multiple channels and, therefore, this reduces the risk related to any vendor relationship. For the years ended September 30, 2015, 2014 and 2013, we did not derive 10% or more of our total net sales from any individual customer. Government sales, which were derived from various military parts procurement agencies such as the U.S. Defense Logistics Agency, or from defense contractors buying on their behalf, comprised 14%, 9% and 2% of our net sales during fiscal 2015, 2014 and 2013, respectively. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The financial statements of foreign subsidiaries and affiliates where the local currency is the functional currency are translated into U.S. Dollars using exchange rates in effect at each period-end for assets and liabilities and average exchange rates during the period for results of operations. The adjustment resulting from translating the financial statements of such foreign subsidiaries is reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are reported as other income (expense), net in the consolidated statements of comprehensive income. For the years ended September 30, 2015, 2014 and 2013, realized foreign currency transaction gains were $614,000, $1,555,000 and $1,748,000, respectively. |
Stock-Based Compensation | Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period (generally a vesting term of three years) using the graded vesting method for performance condition awards and the straight line method for service condition only awards, which is generally a vesting term of three years. Stock options typically have a contractual term of 10 years. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units and awards are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance based awards reflects the estimated probability that the performance condition will be met. |
Net Loss or Net Income Per Share | Net Loss or Net Income Per Share Basic net loss or net income per share is computed by dividing net loss or net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss or net income per share includes the dilutive effect of both outstanding stock options and restricted shares, calculated using the treasury stock method. Assumed proceeds from the in-the-money options include the tax benefits, net of shortfalls, calculated under the “as-if” method. |
Revision of Consolidated Statements of Stockholders' Equity | |
Revision of Statements | Revision of Consolidated Statements of Stockholders’ Equity On September 28, 2012, we were scheduled to deliver 5,604,338 shares of our common stock to certain employees and former employees in satisfaction of the terms of restricted stock unit awards (RSU’s) that had been granted in connection with our Company’s recapitalization with The Carlyle Group in 2006. We elected to pay $8,452,000 in cash, in lieu of the delivery of 626,225 shares, pursuant to the terms of the applicable equity incentive plan. The $8,452,000 was remitted to satisfy a portion of the RSU holders’ minimum tax withholding liabilities on October 3, 2012 and recorded as our treasury stock, which reduced our stockholders’ equity balance. In connection with this transaction, we reported an addition to our shareholders’ common stock shares of 5,604,338 for the year ended September 30, 2012, resulting in an overstatement of our common stock by 626,225 shares, an understatement of our current liability and an overstatement of our additional paid in capital (APIC) by $8,452,000, and an overstatement of our total stockholders’ equity by $8,452,000 in our consolidated balance sheet and consolidated statement of stockholders’ equity as of September 30, 2012. This error had no effect on our consolidated total assets and consolidated total liabilities and stockholders’ equity as of September 30, 2012, and no effect on our consolidated statements of comprehensive income and consolidated statement of cash flow for the year ended September 30, 2012. After remitting the $8,452,000 to satisfy the RSU holders’ minimum tax withholding liabilities on October 3, 2012, we recorded the $8,452,000 as our treasury stock, which reduced our total stockholders’ equity by such amount in our consolidated balance sheet and consolidated statement of stockholders’ equity as of September 30, 2013. As a result, our total stockholders’ equity was correctly stated with an overstated APIC offset by an overstated treasury stock. We have revised the balance of our consolidated statement of equity as of September 30, 2012 and reduced our treasury stock to zero. The treasury stock transaction was eliminated to correctly state the shareholders’ equity as of September 30, 2013, which was rolled forward to correctly present our consolidated statement of equity as of September 30, 2014. |
Revision of Statements of Comprehensive Income | |
Revision of Statements | Revision of Statements of Comprehensive Income In the three months ended September 30, 2015, we determined that certain personnel costs incurred pursuant to certain service contracts were charged to selling, general and administrative expenses rather than to cost of sales. We have revised our statements of comprehensive income to properly state such selling, general and administrative expenses as cost of sales. We misclassified expenses of $15,432,000, and $4,651,000 for the years ended September 30, 2014 and 2013, respectively. The expenses misclassified for North America were $14,046,000, and $3,637,000 for the years ended September 30, 2014 and 2013, respectively. The expenses misclassified for Rest of World were $1,386,000, and $1,014,000 for the years ended September 30, 2014 and 2013, respectively. These misclassifications had no effect on previously reported income from operations, net income or cash flows for the years ended September 30, 2014 and 2013 and the interim periods within those years. We have evaluated these misclassifications and do not believe they are material to any prior periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation Summary of Significant Accounting Policies | |
Schedule of the Company's allowance for doubtful accounts activity | Our allowance for doubtful accounts activity consists of the following (in thousands): Allowance for Doubtful Accounts Balance at Beginning of Period Charges to Cost and Expenses Write-offs Balance at End of Period Year ended as of September 30, 2015 $ $ $ ) $ Year ended as of September 30, 2014 ) Year ended as of September 30, 2013 ) |
Schedule of useful lives and lease terms for depreciable assets | Buildings and improvements 1 ‑ 39.5 years Machinery and equipment 5 ‑ 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Acquisitions | |
Schedule of final allocations of assets acquired and liabilities assumed | The preliminary fair values of assets acquired and liabilities assumed on the acquisition date and the final allocations were as follows (in thousands): Preliminary Final Adjustment Current assets $ $ $ ) Property and equipment ) Other assets ) Trademarks Customer relationships Technology Goodwill ) Total assets acquired ) Total liabilities assumed ) ) Purchase price, net of liabilities assumed $ $ $ |
Schedule of pro forma financial results of acquisition | N onrecurring pro forma adjustments directly attributable to the business combination in the reported pro-forma net sales and earnings (in thousands except per share data). Year ended September 30, 2014 2013 Pro forma net sales $ $ Pro forma net income $ $ Pro forma net income per common share amounts: Basic net income $ $ Diluted net income $ $ |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property and Equipment, net | |
Schedule of property and equipment, net | Property and equipment, net, consist of the following at September 30 (in thousands): 2015 2014 Land, buildings and improvements $ $ Machinery and equipment Furniture and fixtures Vehicles Computer hardware and software Construction in progress Less: accumulated depreciation ) ) Property and equipment, net $ $ |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | A reconciliation of our goodwill balance is as follows (in thousands): North America Rest of World Consolidated September 30, September 30, September 30, 2015 2014 2015 2014 2015 2014 Beginning balance $ $ $ $ $ $ Foreign currency translation — ) ) Haas acquisition Goodwill impairment ) — — — ) — Ending balance $ $ $ $ $ $ |
Schedule of gross amounts and accumulated amortization of intangible assets | As of September 30, 2015 and 2014, the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2015 2014 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Customer relationships (12 to 20 year life) $ $ ) $ $ ) Trademarks (5 years to indefinite life) ) ) Backlog (2 year life) ) ) Non ‑compete agreements (3 to 4 year life) ) ) Technology (10 year life) ) ) Total intangible assets $ $ ) $ $ ) |
Schedule of estimated future amortization expense | Estimated future intangible amortization expense at September 30, 2015 is as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2015 2014 Accrued compensation and related expenses $ $ Accrued commissions Accrual for professional fees Accrued customer rebates Accrued taxes (property, sales and use) Accrued interest Accrual for undermarket contracts Accrued profit sharing Accrued freight and duty Accrual for restructuring — Interest rate swap — Other accruals Accrued expenses and other current liabilities $ $ |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value of Financial Instruments | |
Schedule of carrying amounts and fair value of the debt instruments | The carrying amounts and fair values of the debt instruments and interest rate swap hedge instrument were as follows (in thousands): September 30, 2015 September 30, 2014 Carrying Amount Fair Value Carrying Amount Fair Value $625,000 term loan A $ $ $ $ $525,000 term loan B $200,000 revolving facility — — Interest rate swap hedge — — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt | |
Schedule of debt | Long-term debt consists of the following (in thousands): September 30, 2015 2014 $625,000 term loan A $ $ $525,000 term loan B $200,000 revolving facility — Less: current portion — ) Long ‑term debt $ $ |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt as of September 30, 2015 are as follows (in thousands): Years Ended September 30, 2016 $ — 2017 2018 2019 — 2020 & thereafter $ |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments | |
Schedule of the location and fair value of our hedge instruments | The following table provides the location and fair value amounts of our hedge instruments, which are reported in our consolidated balance sheets as of September 30, 2015 and 2014 (in thousands) Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2015 2014 Interest rate swap contracts Acccrued expenses and other current liabilities $ $ — Other liabilities — |
Schedule of the losses of our cash flow hedge instrument to statement of comprehensive (loss) income | The following table provides the losses of our cash flow hedge instruments which are transferred from our accumulated other comprehensive income to our consolidated statement of comprehensive (loss) income for the years ended September 30, 2015, 2014 and 2013 (in thousands). We did not have any hedge instruments in the years ended September 30, 2014 and 2013. Location in Consolidated Statement Year ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2015 2014 2013 Interest rate swap contracts Interest expense, net $ ) $ — $ — |
Schedule of cash flow hedge instrument, Effect on Other Comprehensive Income (Loss) | The following table provides the effective portion of the losses of our cash flow hedge instruments which are recognized (net of income taxes) in other comprehensive income for the years ended September 30, 2015, 2014 and 2013 (in thousands). Year ended September 30, Cash Flow Devivatives 2015 2014 2013 Interest rate swap contracts $ ) $ — $ — |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Loss | |
Schedule of Accumulated other comprehensive loss | Changes in Accumulated other comprehensive loss by component consist of the following (in thousands): Foreign Currency Translation Adjustments Unrealized Losses on Derivative Instruments Total Balance at September 30, 2012 $ ) $ — $ ) Other Comprehensive Income ) — ) Balance at September 30, 2013 ) — ) Other Comprehensive Income ) — ) Balance at September 30, 2014 ) — ) Other Comprehensive Income before reclassifications ) ) ) Amounts reclassified from AOCI to earnings — Net current period other comprehensive income ) ) ) Balance at September 30, 2015 $ ) $ ) $ ) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Net (Loss) Income Per Share. | |
Schedule of net (loss) income per share | The following table presents net (loss) income per share and related information (dollars in thousands): Years Ended September 30, 2015 2014 2013 Net (loss) income $ ) $ $ Basic weighted average shares outstanding Dilutive effect of stock options and restricted shares — Dilutive weighted average shares outstanding Basic net (loss) income per share $ ) $ $ Diluted net (loss) income per share $ ) $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Schedule of income before provision for income taxes | (Loss) income before benefit or provision for income taxes for the years ended September 30, 2015, 2014 and 2013 was as follows (in thousands): 2015 2014 2013 U.S. (loss) income $ ) $ $ Foreign income Total $ ) $ $ |
Schedule of components of the Company's income tax provision | The components of our income tax (benefit) provision for the years ended September 30, 2015, 2014 and 2013 were as follows (in thousands): 2015 2014 2013 Current provision Federal $ $ $ State and local Foreign Subtotal Deferred provision (benefit) Federal ) State and local ) Foreign ) ) Subtotal ) (Benefit) provision for income taxes $ ) $ $ |
Schedule of reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2015, 2014 and 2013 (in thousands): 2015 2014 2013 (Benefit) provision for income taxes at statutory rate $ ) % $ % $ % State taxes, net of tax benefit ) Deemed foreign dividends ) Nondeductible items ) ) ) Other ) ) ) Impact of foreign operations ) ) ) ) ) Foreign tax credit ) ) ) ) ) Tax contingencies ) ) ) — — Actual (benefit) provision for income taxes $ ) % $ % $ % |
Schedule of components deferred income tax assets (liabilities) | As of September 30, 2015 and 2014, the components of deferred income tax assets (liabilities) were as follows (in thousands): 2015 2014 Current deferred tax assets/(liabilities) Inventories $ $ Reserves and other accruals Net operating losses and tax credits — Compensation accruals Other ) Total current deferred tax assets Non ‑current deferred tax assets/(liabilities) Property and equipment ) ) Goodwill and intangible assets ) ) Stock options Deferred financing costs Net operating losses and tax credits Other Total non ‑current deferred tax liabilities ) ) Valuation allowance ) ) Net deferred tax assets (liabilities) $ $ ) |
Schedule of unrecognized tax benefits | The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2015, 2014 and 2013 are as follows (in thousands): 2015 2014 2013 Beginning balance $ $ — $ — Increases related to tax positions taken during a prior year — Decreases related to tax positions taken during a prior year — ) — Increases related to tax positions taken during the current year — — — Decreases related to expiration of statute of limitations ) — — Ending balance $ $ $ — |
Schedule of valuation allowance | V aluation allowance has been recorded against these deferred tax assets (in thousands). Valuation Allowance Recorded Beginning During Ending Balance The Period Balance Valuation allowance for deferred tax assets: Year ended September 30, 2015 $ $ $ Year ended September 30, 2014 — Year ended September 30, 2013 — — — |
Stock-Based and Other Compens41
Stock-Based and Other Compensation Arrangements (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Stock-Based and Other Compensation Arrangements | |
Summary of options activity | The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Life Intrinsic of Shares Price (in years) Value(1) Options outstanding at September 30, 2014 $ $ Granted $ Exercised ) $ Forfeited options ) $ Options outstanding at September 30, 2015 $ $ Options exercisable at September 30, 2015 $ $ (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. |
Schedule of restricted share activity | Weighted Average Shares Fair Value Outstanding at September 30, 2014 $ Granted(1) Vested ) Forfeited ) Outstanding at September 30, 2015 $ (1) Under the terms of their respective restricted stock award agreements, holders of restricted stock have the same voting rights as common stock shareholders; such rights exist even if the shares of restricted stock have not vested. |
Schedule of weighted average assumptions | 2015 2014 2013 Expected life (in years) Volatility % % % Risk free interest rate % % % Dividend yield — — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum rental payments under operating leases | Future minimum rental payments under operating leases as of September 30, 2015 are as follows (dollars in thousands): Third Related Party Party Total Years Ended September 30, 2016 $ $ $ 2017 2018 2019 2020 Thereafter $ $ $ |
Schedule of future minimum rental payments under capital leases | Future minimum lease payments as of September 30, 2015 are as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter Less: Interest ) Total $ |
Supplemental Cash Flow Inform43
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information | |
Schedule of supplemental cash flow information | Year Ended September 30, 2015 2014 2013 (in thousands) Cash payments for: Interest $ $ $ Income taxes $ $ $ Schedule of non ‑cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ $ $ Property and equipment disposed of pursuant to termination of capital leases $ — $ ) $ — |
Quarterly Financial Data (una44
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Data (unaudited) | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for quarters ended December 31, 2013 through September 30, 2015 is as follows (in thousands except per share data): September 30, June 30, March 31, December 31, 2015 2015 2015 2014 Quarter Ended: Net sales $ $ $ $ Gross profit Net (loss) income (1) ) Basic net (loss) income per share (2) $ ) $ $ $ Diluted net (loss) income per share (2) $ ) $ $ $ September 30, June 30, March 31, December 31, 2014 2014 2014 2013 Quarter Ended: Net sales $ $ $ $ Gross profit Net income Basic net income per share (2) $ $ $ $ Diluted net income per share (2) $ $ $ $ (1) During the three months ended September 30, 2015, we recorded charges to cost of sales of $83,400,000 for the increase in our E&O reserve and related items, and a non-cash goodwill impairment charge of $263,771,000. See Note 2, Note 5 and Note 8 for additional information. (2) Net (loss) income per share calculations for each quarter are based on the weighted average diluted shares outstanding for that quarter and may not total to the full year amount. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Segment Reporting | |
Schedule of net sales and other financial information by business segment | The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2015 North Rest of America World Consolidated Net sales $ $ $ (Loss) income from operations ) ) Interest expense, net ) ) ) Benefit (provision) for income taxes ) Total assets Goodwill Capital expenditures ) ) ) Depreciation and amortization Year Ended September 30, 2014 North Rest of America World Consolidated Net sales $ $ $ Income from operations Interest expense, net ) ) ) Provision for income taxes ) ) ) Total assets Goodwill Capital expenditures ) ) ) Depreciation and amortization Year Ended September 30, 2013 North Rest of America World Consolidated Net sales $ $ $ Income from operations Interest expense, net ) ) Provision for income taxes ) ) ) Capital expenditures ) ) ) Depreciation and amortization |
Schedule of net sales by geographical area | Net sales by geographic area, for the years ended September 30, 2015, 2014, and 2013, were as follows (dollars in thousands): Year Ended September 30, 2015 2014 2013 % of % of % of Sales Sales Sales Sales Sales Sales United States of America $ % $ % $ % United Kingdom % % % Other foreign counties % % % All foreign counties % % % Total $ % $ % $ % |
Schedule of long-lived assets by geographic area | Long-lived assets by geographic area, for the years ended September 30, 2015 and 2014, were as follows (in thousands): Year Ended September 30, 2015 2014 United States of America $ $ All foreign countries $ $ |
Schedule of net sales by product categories | Net sales by product categories, for the years ended September 30, 2015, 2014 and 2013 were as follows (dollars in thousands): Year Ended September 30, 2015 2014 2013 % of % of % of Sales Sales Sales Sales Sales Sales Hardware $ % $ % $ % Chemicals(1) % % — — Electronic components % % % Bearings % % % Machined parts and other % % % $ % $ % $ % (1) We did not sell inventory classified as “Chemicals” prior to the acquisition of Haas in the year ended September 30, 2014. |
Organization and Business (Deta
Organization and Business (Details) - item | 12 Months Ended | |
Sep. 30, 2015 | Feb. 28, 2014 | |
Basis of Presentation and Significant Accounting Policies | ||
Minimum stocking locations | 60 | |
Percentage of outstanding stock acquired | 100.00% |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 03, 2012 | Sep. 28, 2012 | Sep. 30, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Error Corrections and Prior Period Adjustments Restatement | ||||||
Settlement on restricted stock tax withholding | $ 701,000 | $ 8,452,000 | ||||
Total stockholders' equity | $ 744,915,000 | $ 817,573,000 | $ 992,290,000 | 865,436,000 | ||
Common Stock, Shares, Issued | 97,538,124 | 97,010,286 | ||||
Additional paid-in capital | $ 412,492,000 | $ 404,567,000 | ||||
Selling, General and Administrative Expense | $ 267,089,000 | 219,066,000 | 136,846,000 | |||
Error Corrections | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Granted (in shares) | 626,225 | |||||
Total stockholders' equity | $ 8,452,000 | |||||
Common Stock, Shares, Issued | 5,604,338 | |||||
Additional paid-in capital | $ 8,452,000 | |||||
Treasury Stock, Value | $ 8,452,000 | $ 0 | ||||
Reclassify Expenses to Cost of Sales | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Selling, General and Administrative Expense | 15,432,000 | 4,651,000 | ||||
Restricted Stock And Restricted Stock Units [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Granted (in shares) | 546,074 | |||||
Amended And Restated Equity Incentive Award Plan2006 | Restricted Stock Units R S U | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Granted (in shares) | 626,225 | 5,604,338 | ||||
Settlement on restricted stock tax withholding | $ 8,452,000 | |||||
North America | Reclassify Expenses to Cost of Sales | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Selling, General and Administrative Expense | 14,046,000 | 3,637,000 | ||||
Rest Of World Segment | Reclassify Expenses to Cost of Sales | ||||||
Error Corrections and Prior Period Adjustments Restatement | ||||||
Selling, General and Administrative Expense | $ 1,386,000 | $ 1,014,000 |
Basis of Presentation and Sum48
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Allowance for doubtful accounts activity | |||
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance | $ 5,332 | $ 4,464 | $ 4,067 |
Changes to Cost and Expenses | 714 | 1,159 | 1,121 |
Write-offs | (317) | (291) | (561) |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | $ 5,892 | $ 5,332 | $ 4,464 |
Minimum | |||
Accounts receivable | |||
Accounts receivable dating | 30 days | ||
Maximum | |||
Accounts receivable | |||
Accounts receivable dating | 60 days |
Basis of Presentation and Sum49
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Inventories | |||||||||||
Freight related costs | $ 1,662,000 | $ 1,440,000 | $ 0 | ||||||||
Impairment of inventory | 33,000,000 | ||||||||||
Inventory Adjustments | |||||||||||
Increase in inventory reserve | $ 264,114,000 | $ 197,188,000 | 264,114,000 | $ 197,188,000 | |||||||
Increase to E&O reserve | $ 62,052,000 | $ 62,052,000 | |||||||||
Earnings Per Share (in dollars per share) | $ 2.21 | $ (0.17) | $ (0.24) | $ (0.20) | $ (0.25) | $ (0.30) | $ (0.25) | $ (0.26) | $ 1.60 | $ (1.06) | $ (1.12) |
Deferred Financing Costs | |||||||||||
Deferred financing costs | $ 4,354,000 | $ 3,300,000 | $ 7,788,000 | ||||||||
Remaining unamortized deferred financing costs | $ 11,248,000 | $ 15,602,000 | 11,248,000 | 15,602,000 | |||||||
Goodwill and Indefinite-Lived Intangible Assets | |||||||||||
Goodwill impairment | 263,771,000 | $ 263,771,000 | |||||||||
Building And Building Improvements | Minimum | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 1 year | ||||||||||
Building And Building Improvements | Maximum | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 39 years 6 months | ||||||||||
Machinery And Equipment | Minimum | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 5 years | ||||||||||
Machinery And Equipment | Maximum | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 7 years | ||||||||||
Furniture And Fixtures | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 7 years | ||||||||||
Vehicles | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 5 years | ||||||||||
Computer Equipment Software And Software Development Costs | Minimum | |||||||||||
Property and equipment | |||||||||||
Useful lives and lease terms for depreciable assets | 3 years | ||||||||||
Implementation of new strategy | |||||||||||
Inventory Adjustments | |||||||||||
Increase in inventory reserve | 43,800,000 | $ 43,800,000 | |||||||||
Lack of marketability for inventory specific to one program | |||||||||||
Inventory Adjustments | |||||||||||
Increase in inventory reserve | $ 33,000,000 | $ 33,000,000 | |||||||||
Revised E&O reserve | |||||||||||
Inventory Adjustments | |||||||||||
Increase in inventory reserve | $ 143,736,000 | $ 143,736,000 |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Foreign Currency Translation | |||
Foreign currency transaction gains and (losses) | $ 614,000 | $ 1,555,000 | $ 1,748,000 |
Shipping and Handling Costs | |||
Shipping and handling revenues | 7,825,000 | 6,951,000 | 1,304,000 |
Shipping and handling costs | 33,173,000 | 24,801,000 | $ 8,330,000 |
Deferred Tax Assets | |||
Deferred Tax Assets, Valuation Allowance | 5,961,000 | 4,930,000 | |
Undistributed earnings of foreign subsidiaries considered to be indefinitely reinvested | 144,250,000 | ||
Federal or state and local taxes or foreign withholding tax provision on undistributed earnings | 0 | ||
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | $ 15,000,000 | $ 20,000,000 | |
Maximum | |||
Revenue Recognition | |||
Service fees as a percentage of consolidated net sales | 10.00% | ||
Consigned inventory fixed fees as a percentage of consolidated revenues | 1.00% | ||
Cost Of Goods Total [Member] | Supplier Concentration Risk [Member] | Alcoa Fastening Systems [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 9.00% | 15.00% | 19.00% |
Cost Of Goods Total [Member] | Supplier Concentration Risk [Member] | Precision Castparts Corporation [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 13.00% | 15.00% | 20.00% |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Alcoa Fastening Systems [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 6.00% | 10.00% | 14.00% |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Precision Castparts Corporation [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 7.00% | 6.00% | 14.00% |
Sales [Member] | Customer Concentration Risk [Member] | The Boeing Company [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 10.00% | 8.00% | 4.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | The Boeing Company [Member] | |||
Concentration of credit risk and significant vendors | |||
Concentration risk (as a percent) | 14.00% | 9.00% | 2.00% |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies (Details 5) - shares | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock-based and other compensation arrangements | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,654,789 | 2,558,259 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,292,770 | 510,800 | 0 |
Performance Shares [Member] | |||
Stock-based and other compensation arrangements | |||
Vesting term | 3 years | ||
Employee Stock Option | |||
Stock-based and other compensation arrangements | |||
Vesting term | 3 years | ||
Contractual term of stock options | 10 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Feb. 28, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2015 |
Acquisitions | ||||||||||||||
Tax deductible goodwill | $ 0 | $ 0 | $ 0 | |||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Goodwill. | 590,587,000 | $ 861,575,000 | $ 861,575,000 | 590,587,000 | $ 861,575,000 | $ 562,493,000 | 590,587,000 | |||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Adjustments to goodwill | 250,000 | 299,039,000 | ||||||||||||
Consolidated revenues | 369,654,000 | $ 368,706,000 | $ 385,559,000 | $ 373,696,000 | 408,167,000 | $ 395,628,000 | $ 327,360,000 | $ 224,722,000 | 1,497,615,000 | 1,355,877,000 | 901,608,000 | |||
Consolidated net loss or income | $ (213,999,000) | $ 16,479,000 | $ 23,046,000 | $ 19,730,000 | $ 24,647,000 | $ 28,772,000 | $ 24,312,000 | $ 24,370,000 | $ (154,744,000) | $ 102,102,000 | $ 104,812,000 | |||
Unaudited pro forma information | ||||||||||||||
Basic net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.30 | $ 0.25 | $ 0.26 | $ (1.60) | $ 1.06 | $ 1.12 | |||
Diluted net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.29 | $ 0.25 | $ 0.25 | $ (1.60) | $ 1.05 | $ 1.09 | |||
Operating Segments [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Goodwill. | $ 515,876,000 | $ 779,395,000 | 779,395,000 | $ 515,876,000 | $ 779,395,000 | 515,876,000 | ||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Consolidated revenues | 1,198,201,000 | 1,030,511,000 | $ 713,725,000 | |||||||||||
Rest Of World Segment | Operating Segments [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Goodwill. | 74,711,000 | $ 82,180,000 | 82,180,000 | 74,711,000 | 82,180,000 | 74,711,000 | ||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Consolidated revenues | $ 299,414,000 | $ 325,366,000 | $ 187,883,000 | |||||||||||
Order Or Production Backlog [Member] | ||||||||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Estimated useful life | 2 years | 2 years | ||||||||||||
Haas Group Inc [Member] | ||||||||||||||
Acquisitions | ||||||||||||||
Purchase price of acquired assets | $ 560,450,000 | |||||||||||||
Transaction related costs | 6,700,000 | |||||||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Consolidated revenues | 356,154,000 | 591,824,000 | ||||||||||||
Consolidated net loss or income | $ 2,850,000 | 565,000 | ||||||||||||
Unaudited pro forma information | ||||||||||||||
Pro forma net sales | $ 1,591,538,000 | $ 1,462,164,000 | ||||||||||||
Pro forma net income | $ 102,652,000 | $ 109,781,000 | ||||||||||||
Basic net income per share (in dollars per share) | $ 1.07 | $ 1.18 | ||||||||||||
Diluted net income per share (in dollars per share) | $ 1.05 | $ 1.15 | ||||||||||||
Haas Group Inc [Member] | Trademarks [Member] | ||||||||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Estimated useful life | 15 years | |||||||||||||
Haas Group Inc [Member] | Customer Relationships [Member] | ||||||||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Estimated useful life | 15 years | |||||||||||||
Haas Group Inc [Member] | Technology Based Intangible Assets [Member] | ||||||||||||||
Adjustments to the allocation of the balance sheet upon acquisition | ||||||||||||||
Estimated useful life | 10 years | |||||||||||||
Haas Group Inc [Member] | Term Loan B Facility [Member] | ||||||||||||||
Acquisitions | ||||||||||||||
Long-term debt, face amount | $ 52,500,000 | |||||||||||||
Haas Group Inc [Member] | Preliminary | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Current assets | 195,351,000 | $ 195,351,000 | 195,351,000 | |||||||||||
Property and equipment | 20,121,000 | 20,121,000 | 20,121,000 | |||||||||||
Other Assets | 13,061,000 | 13,061,000 | 13,061,000 | |||||||||||
Goodwill. | 316,311,000 | 316,311,000 | 316,311,000 | |||||||||||
Total assets acquired | 669,844,000 | 669,844,000 | 669,844,000 | |||||||||||
Total liabilities assumed | (109,644,000) | (109,644,000) | (109,644,000) | |||||||||||
Purchase price, net of liabilities assumed | 560,200,000 | 560,200,000 | 560,200,000 | |||||||||||
Haas Group Inc [Member] | Preliminary | Trademarks [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 15,200,000 | 15,200,000 | 15,200,000 | |||||||||||
Haas Group Inc [Member] | Preliminary | Customer Relationships [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 77,400,000 | 77,400,000 | 77,400,000 | |||||||||||
Haas Group Inc [Member] | Preliminary | Technology Based Intangible Assets [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 32,400,000 | 32,400,000 | 32,400,000 | |||||||||||
Haas Group Inc [Member] | Final | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Current assets | 191,232,000 | 191,232,000 | 191,232,000 | |||||||||||
Property and equipment | 19,306,000 | 19,306,000 | 19,306,000 | |||||||||||
Other Assets | 11,061,000 | 11,061,000 | 11,061,000 | |||||||||||
Goodwill. | 299,289,000 | 299,289,000 | 299,289,000 | |||||||||||
Total assets acquired | 668,788,000 | 668,788,000 | 668,788,000 | |||||||||||
Total liabilities assumed | (108,338,000) | (108,338,000) | (108,338,000) | |||||||||||
Purchase price, net of liabilities assumed | 560,450,000 | 560,450,000 | 560,450,000 | |||||||||||
Haas Group Inc [Member] | Final | Trademarks [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 16,100,000 | 16,100,000 | 16,100,000 | |||||||||||
Haas Group Inc [Member] | Final | Customer Relationships [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 97,400,000 | 97,400,000 | 97,400,000 | |||||||||||
Haas Group Inc [Member] | Final | Technology Based Intangible Assets [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 34,400,000 | 34,400,000 | 34,400,000 | |||||||||||
Haas Group Inc [Member] | Adjustment | ||||||||||||||
Acquisitions | ||||||||||||||
Purchase price of acquired assets | $ 250,000 | |||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Current assets | (4,119,000) | (4,119,000) | (4,119,000) | |||||||||||
Property and equipment | (815,000) | (815,000) | (815,000) | |||||||||||
Other Assets | (2,000,000) | (2,000,000) | (2,000,000) | |||||||||||
Goodwill. | (17,022,000) | $ 250,000 | (17,022,000) | (17,022,000) | ||||||||||
Total assets acquired | (1,056,000) | (1,056,000) | (1,056,000) | |||||||||||
Total liabilities assumed | 1,306,000 | 1,306,000 | 1,306,000 | |||||||||||
Purchase price, net of liabilities assumed | 250,000 | 250,000 | 250,000 | |||||||||||
Haas Group Inc [Member] | Adjustment | Trademarks [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 900,000 | 900,000 | 900,000 | |||||||||||
Haas Group Inc [Member] | Adjustment | Customer Relationships [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Haas Group Inc [Member] | Adjustment | Technology Based Intangible Assets [Member] | ||||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||||
Identifiable Intangible assets | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
E&O Reserve | $ 264,114,000 | $ 197,188,000 | |
Inventory provision | 95,052,000 | 17,700,000 | $ 8,710,000 |
Implementation of new strategy | |||
E&O Reserve | 43,800,000 | ||
Lack of marketability for inventory specific to one program | |||
E&O Reserve | 33,000,000 | ||
Total of all the actions that affected Inventory Reserve | |||
E&O Reserve | $ 83,400,000 | ||
Revised E&O reserve | |||
E&O Reserve | $ 143,736,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Majority Shareholder [Member] | Management Agreement [Member] | |||
Related Party Transactions | |||
Expenses incurred | $ 1,145,000 | $ 1,077,000 | $ 1,053,000 |
Majority Shareholder [Member] | Management Agreement [Member] | |||
Related Party Transactions | |||
Annual management fee | 1,000,000 | ||
Chief Executive Officer [Member] | Lease Agreements [Member] | |||
Related Party Transactions | |||
Expenses incurred | $ 1,692,000 | $ 1,826,000 | $ 1,754,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 87,545,000 | $ 78,938,000 | |
Less: accumulated depreciation and amortization | (40,569,000) | (29,674,000) | |
Depreciation and amortization expense | 11,777,000 | 8,766,000 | $ 4,781,000 |
Property and equipment, net | 46,976,000 | 49,264,000 | |
Land Buildings And Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 27,152,000 | 25,817,000 | |
Machinery And Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 17,874,000 | 16,133,000 | |
Furniture And Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5,768,000 | 5,002,000 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,339,000 | 951,000 | |
Computer Equipment Software And Software Development Costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33,226,000 | 26,688,000 | |
Construction In Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,186,000 | 4,347,000 | |
Assets Held Under Capital Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,084,000 | 6,845,000 | |
Less: accumulated depreciation and amortization | (4,131,000) | (2,713,000) | |
Depreciation and amortization expense | $ 1,544,000 | $ 1,427,000 | $ 1,020,000 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Change in goodwill | |||
Beginning balance | $ 861,575,000 | $ 562,493,000 | |
Foreign currency translation | (7,467,000) | 43,000 | |
Adjustment to goodwill from Haas acquisition | 250,000 | 299,039,000 | |
Goodwill impairment | $ (263,771,000) | (263,771,000) | |
Ending balance | 590,587,000 | 590,587,000 | 861,575,000 |
Non-cash impairment charges | 263,771,000 | 263,771,000 | |
North America | |||
Change in goodwill | |||
Beginning balance | 779,395,000 | 555,714,000 | |
Foreign currency translation | 65,000 | ||
Adjustment to goodwill from Haas acquisition | 187,000 | 223,681,000 | |
Goodwill impairment | (263,771,000) | (263,771,000) | |
Ending balance | $ 515,876,000 | $ 515,876,000 | 779,395,000 |
Percentage of fair value in excess of carrying value | 38.50% | 38.50% | |
Non-cash impairment charges | $ 263,771,000 | $ 263,771,000 | |
Rest Of World Segment | |||
Change in goodwill | |||
Beginning balance | 82,180,000 | 6,779,000 | |
Foreign currency translation | (7,532,000) | 43,000 | |
Adjustment to goodwill from Haas acquisition | 63,000 | 75,358,000 | |
Ending balance | $ 74,711,000 | $ 74,711,000 | $ 82,180,000 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets, net (Details 2) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Intangible Assets, net | |||
Gross Amount | $ 274,402,000 | $ 278,395,000 | |
Accumulated Amortization | (59,013,000) | (43,450,000) | |
Estimated future amortization expense | |||
2,016 | 15,538,000 | ||
2,017 | 15,538,000 | ||
2,018 | 15,538,000 | ||
2,019 | 15,538,000 | ||
2,020 | 15,538,000 | ||
Thereafter | 99,866,000 | ||
Total | 177,556,000 | ||
Amortization expense included in the accompanying statements of operations | |||
Amortization of intangible assets | 15,948,000 | 12,636,000 | $ 6,599,000 |
Trademarks [Member] | |||
Intangible Assets, net | |||
Gross Amount | 56,153,000 | 56,524,000 | |
Accumulated Amortization | (3,661,000) | (2,372,000) | |
Indefinite life intangibles | |||
Carrying value of Wesco Aircraft trademark | $ 37,833,000 | $ 37,833,000 | |
Trademarks [Member] | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 5 years | 5 years | |
Customer Relationships [Member] | |||
Intangible Assets, net | |||
Gross Amount | $ 178,858,000 | $ 181,687,000 | |
Accumulated Amortization | $ (45,057,000) | $ (33,401,000) | |
Customer Relationships [Member] | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 12 years | 12 years | |
Customer Relationships [Member] | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 20 years | 20 years | |
Order Or Production Backlog [Member] | |||
Intangible Assets, net | |||
Estimated useful life | 2 years | 2 years | |
Gross Amount | $ 4,327,000 | $ 4,327,000 | |
Accumulated Amortization | (4,327,000) | (4,327,000) | |
Noncompete Agreements [Member] | |||
Intangible Assets, net | |||
Gross Amount | 1,457,000 | 1,457,000 | |
Accumulated Amortization | $ (1,457,000) | $ (1,343,000) | |
Noncompete Agreements [Member] | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 3 years | 3 years | |
Noncompete Agreements [Member] | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 4 years | 4 years | |
Technology Equipment [Member] | |||
Intangible Assets, net | |||
Estimated useful life | 10 years | 10 years | |
Gross Amount | $ 33,607,000 | $ 34,400,000 | |
Accumulated Amortization | $ (4,511,000) | $ (2,007,000) |
Accrued Expenses and Other Cu58
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Accrued Expenses and Other Current Liabilities | ||
Accrued compensation and related expenses | $ 16,054 | $ 13,894 |
Accrual for commissions | 2,127 | 930 |
Accrual for professional fees | 2,438 | 1,417 |
Accrued customer rebates | 640 | 2,874 |
Accrued taxes (property, sales and use) | 1,046 | 3,345 |
Accrued interest | 1,241 | 1,434 |
Accrual for undermarket contracts | 575 | 3,232 |
Accrued profit sharing | 370 | 600 |
Accrued freight duty | 732 | 867 |
Accrual for restructuring | 4,490 | |
Interest rate swap | 1,903 | |
Other accruals | 7,280 | 3,003 |
Accrued expenses and other current liabilities | $ 38,896 | $ 31,596 |
Fair Value of Financial Instr59
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Term Loan Due December2017 [Member] | ||
Fair value of financial instruments | ||
Long-term debt, face amount | $ 625,000 | $ 625,000 |
Term Loan Due February2021 [Member] | ||
Fair value of financial instruments | ||
Long-term debt, face amount | 525,000 | 525,000 |
Revolving Credit Facility [Member] | ||
Fair value of financial instruments | ||
Revolving facility | 200,000 | 200,000 |
Fair Value Inputs Level2 [Member] | Carrying Reported Amount Fair Value Disclosure [Member] | Term Loan Due December2017 [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 477,344 | 550,781 |
Fair Value Inputs Level2 [Member] | Carrying Reported Amount Fair Value Disclosure [Member] | Term Loan Due February2021 [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 475,562 | 511,875 |
Fair Value Inputs Level2 [Member] | Carrying Reported Amount Fair Value Disclosure [Member] | Revolving Credit Facility [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 40,000 | |
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Term Loan Due December2017 [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 476,150 | 550,781 |
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Term Loan Due February2021 [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 467,002 | 511,875 |
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Revolving Credit Facility [Member] | ||
Fair value of financial instruments | ||
Long-term debt | $ 40,000 | |
Interest Rate Swap | Fair Value Inputs Level2 [Member] | Carrying Reported Amount Fair Value Disclosure [Member] | ||
Fair value of financial instruments | ||
Long-term debt | 4,088 | |
Interest Rate Swap | Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | ||
Fair value of financial instruments | ||
Long-term debt | $ 4,088 |
Long-Term Debt (Details)
Long-Term Debt (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2012USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 07, 2012USD ($) | |
Long-Term Debt | |||||
Long-term debt, current and noncurrent | $ 952,906,000 | $ 1,102,656,000 | |||
Less: Current portion | (23,437,000) | ||||
Long-term debt | 952,906,000 | 1,079,219,000 | |||
Loss on extinguishment of debt | $ 4,960,000 | ||||
Deferred financing costs capitalized | $ 11,168,000 | ||||
Aggregate maturities of long-term debt | |||||
2,016 | 55,469,000 | ||||
2,017 | 421,875,000 | ||||
2019 & Thereafter | 475,562,000 | ||||
Term Loan Due December2017 [Member] | |||||
Long-Term Debt | |||||
Principal amount | $ 625,000,000 | 625,000,000 | |||
Percentage of quarterly payment in year one | 1.25% | 1.25% | |||
Percentage of quarterly payment in year five | 2.50% | 2.50% | |||
Long-term debt, current and noncurrent | $ 477,344,000 | 550,781,000 | |||
Voluntary prepayment of debt | 50,000,000 | ||||
Term Loan Due December2017 [Member] | London Interbank Offered Rate L I B O R [Member] | Minimum | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 1.75% | ||||
Term Loan Due December2017 [Member] | London Interbank Offered Rate L I B O R [Member] | Maximum | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 2.50% | ||||
Term Loan Due February2021 [Member] | |||||
Long-Term Debt | |||||
Principal amount | 525,000,000 | 525,000,000 | |||
Long-term debt, current and noncurrent | 475,562,000 | 511,875,000 | |||
Voluntary prepayment of debt | $ 36,313,000 | ||||
Aggregate maturities of long-term debt | |||||
Percentage of quarterly payment | 0.25% | 0.25% | |||
Term Loan Due February2021 [Member] | Eurodollar [Member] | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 2.50% | ||||
Term Loan Due February2021 [Member] | Eurodollar [Member] | Minimum | |||||
Aggregate maturities of long-term debt | |||||
Base rate (as a percent) | 0.75% | ||||
Term Loan Due February2021 [Member] | Debt Instrument Variable Rate Basis Alternate Base Rate [Member] | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 1.50% | ||||
Term Loan Due February2021 [Member] | Debt Instrument Variable Rate Basis Alternate Base Rate [Member] | Minimum | |||||
Aggregate maturities of long-term debt | |||||
Base rate (as a percent) | 1.75% | ||||
Line Of Credit [Member] | Amendment And Restatement Of Credit Agreement [Member] | Minimum | |||||
Long-Term Debt | |||||
Consolidated Net Interest Coverage Ratio | 2.25% | 2.25% | |||
Line Of Credit [Member] | Amendment And Restatement Of Credit Agreement [Member] | Maximum | |||||
Long-Term Debt | |||||
Consolidated Total Leverage Ratio | 4.75% | 4.75% | |||
Revolving Credit Facility [Member] | |||||
Long-Term Debt | |||||
Revolving facility | $ 200,000,000 | 200,000,000 | |||
Revolving line of credit, Current Borrowing Capacity | 200,000,000 | ||||
Net outstanding borrowing amount under line of credit | $ 40,000,000 | ||||
Revolving Credit Facility [Member] | Debt Instrument Variable Rate Basis Alternate Base Rate [Member] | Amendment And Restatement Of Credit Agreement [Member] | Minimum | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 0.75% | ||||
Revolving Credit Facility [Member] | Debt Instrument Variable Rate Basis Alternate Base Rate [Member] | Amendment And Restatement Of Credit Agreement [Member] | Maximum | |||||
Long-Term Debt | |||||
Applicable margin rate (as a percent) | 1.50% | ||||
Foreign Line Of Credit [Member] | Wesco Aircraft Europe Limited [Member] | |||||
Long-Term Debt | |||||
Basis of interest rate | Base Rate | ||||
Applicable margin rate (as a percent) | 1.65% | ||||
Revolving facility | £ 7,000,000 | $ 10,592,000 | |||
Net outstanding borrowing amount under line of credit | £ | £ 0 |
Derivative Financial Instrume61
Derivative Financial Instruments (Details) - Cash Flow Hedging - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Jul. 30, 2015 | |
Interest Rate Swap | ||
Derivative financial instruments | ||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (2,581,000) | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ (1,199,000) | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months | |
Interest Rate Swap | Interest Expense | ||
Derivative financial instruments | ||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | $ (4,000) | |
Interest Rate Swap | Accrued expenses and other current liabilities | ||
Notional amounts and fair value of derivative financial instruments | ||
Fair Value | 1,902,000 | |
Interest Rate Swap | Other Liabilities | ||
Notional amounts and fair value of derivative financial instruments | ||
Fair Value | $ 2,186,000 | |
Interest Rate Swap One | ||
Derivative financial instruments | ||
Derivative fixed rate component (as a percent) | 1.21% | |
Notional amounts and fair value of derivative financial instruments | ||
Notional Amount | $ 475,000,000 | |
Interest Rate Swap Two | ||
Derivative financial instruments | ||
Derivative fixed rate component (as a percent) | 2.2625% | |
Notional amounts and fair value of derivative financial instruments | ||
Notional Amount | $ 375,000,000 |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net (loss) income | $ (213,999) | $ 16,479 | $ 23,046 | $ 19,730 | $ 24,647 | $ 28,772 | $ 24,312 | $ 24,370 | $ (154,744) | $ 102,102 | $ 104,812 | |
Other comprehensive loss | (27,899) | (633) | (4,459) | |||||||||
Comprehensive (loss) income | (182,643) | 101,469 | 100,353 | |||||||||
Foreign Currency Translation Adjustments | ||||||||||||
Other comprehensive loss | (633) | (4,459) | ||||||||||
Other Comprehensive Income (Loss) before Reclassifications | (25,322) | |||||||||||
Net current period other comprehensive income | (25,322) | |||||||||||
Comprehensive (loss) income | (36,144) | (10,822) | (10,189) | $ (5,730) | ||||||||
Unrealized Losses on Derivative Instruments | ||||||||||||
Other Comprehensive Income (Loss) before Reclassifications | (2,581) | |||||||||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | 4 | |||||||||||
Net current period other comprehensive income | (2,577) | |||||||||||
Comprehensive (loss) income | (2,577) | |||||||||||
Accumulated Other Comprehensive Income [Member] | ||||||||||||
Other comprehensive loss | (27,899) | (633) | (4,459) | |||||||||
Other Comprehensive Income (Loss) before Reclassifications | (27,903) | |||||||||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | 4 | |||||||||||
Net current period other comprehensive income | (27,899) | |||||||||||
Comprehensive (loss) income | $ (38,721) | $ (10,822) | $ (10,189) | $ (5,730) |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net (Loss) Income Per Share. | |||||||||||
Net (loss) income | $ (213,999) | $ 16,479 | $ 23,046 | $ 19,730 | $ 24,647 | $ 28,772 | $ 24,312 | $ 24,370 | $ (154,744) | $ 102,102 | $ 104,812 |
Basic weighted average shares outstanding | 96,955,043 | 95,950,994 | 93,285,490 | ||||||||
Dilutive effect of stock options and restricted stock awards/units (in shares) | 1,654,789 | 2,558,259 | |||||||||
Dilutive weighted average shares outstanding | 96,955,043 | 97,605,783 | 95,843,749 | ||||||||
Basic net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.30 | $ 0.25 | $ 0.26 | $ (1.60) | $ 1.06 | $ 1.12 |
Diluted net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.29 | $ 0.25 | $ 0.25 | $ (1.60) | $ 1.05 | $ 1.09 |
Common stock equivalents not included in diluted calculation due to anti-dilutive effect (in shares) | 2,292,770 | 510,800 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Taxes | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (242,864) | $ 112,841 | $ 115,194 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 1,248 | 44,067 | 42,433 |
Current Federal Tax Expense (Benefit) | 24,797 | 32,204 | 29,366 |
Current State and Local Tax Expense (Benefit) | 1,726 | 1,920 | 3,943 |
Current Foreign Tax Expense (Benefit) | 13,247 | 9,625 | 9,566 |
Current Income Tax Expense (Benefit) | 39,770 | 43,749 | 42,875 |
Deferred Federal Income Tax Expense (Benefit) | (105,748) | 9,756 | 8,901 |
Deferred State and Local Income Tax Expense (Benefit) | (12,543) | 1,497 | 1,022 |
Deferred Foreign Income Tax Expense (Benefit) | (8,351) | (196) | 17 |
Deferred Income Tax Expense (Benefit) | (126,642) | 11,057 | 9,940 |
Out-of-period adjustment, provision | (86,872) | 54,806 | 52,815 |
Tax (impact deducted from) benefit credited to additional paid in capital | $ (87) | $ 10,235 | $ 6,879 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | |||
Provision for income taxes at statutory rate | $ (84,566) | $ 54,917 | $ 55,169 |
State taxes, net of tax benefit | (7,002) | 2,221 | 3,228 |
Nondeductible items | (642) | 1,114 | (48) |
Deemed foreign dividends | 4,289 | 7,091 | 5,358 |
Other | 2,357 | 1,176 | (2,670) |
Impact of foreign operations | 2,125 | (5,707) | (4,910) |
Foreign tax credit | (4,205) | (5,329) | (3,312) |
Tax contingencies | 772 | (677) | |
Actual (benefit) provision for income taxes | $ 86,872 | $ (54,806) | $ (52,815) |
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | |||
Provision for income taxes at statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State taxes, net of tax benefit (as a percent) | 2.90% | 1.42% | 2.05% |
Deemed foreign dividends (as a percent) | (1.78%) | 4.52% | 3.40% |
Nondeductible items (as a percent) | 0.27% | 0.71% | (0.03%) |
Other (as a percent) | (0.98%) | 0.75% | (1.70%) |
Foreign income not taxed at the Federal rate (as a percent) | (0.88%) | (3.64%) | (3.11%) |
Foreign tax credit (as a percent) | 1.74% | (3.40%) | (2.10%) |
Effective Income Tax Rate Reconciliation, Tax Contingency, Percent | (0.32%) | (0.43%) | |
Actual provision for income taxes (as a percent) | 35.95% | 34.93% | 33.51% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current deferred tax assets/(liabilities) | ||||
Inventories | $ 86,812,000 | $ 44,688,000 | ||
Reserves and other accruals | 417,000 | 3,188,000 | ||
Net operating losses and tax credits | $ 1,000 | |||
Compensation accruals | 2,965,000 | 1,927,000 | ||
Other | 1,123,000 | (616,000) | ||
Total current deferred tax assets/(liabilities) | 91,317,000 | 49,188,000 | ||
Non-current deferred tax assets/(liabilities) | ||||
Property and equipment | (1,937,000) | (4,926,000) | ||
Goodwill and intangible assets | (36,069,000) | (116,804,000) | ||
Stock options | 3,256,000 | 2,018,000 | ||
Deferred financing costs and other | 4,000 | 51,000 | ||
Net operating losses and tax credits | $ 14,523,000 | 11,138,000 | ||
Other | 419,000 | 507,000 | ||
Total non-current deferred tax assets/(liabilities) | (19,804,000) | (108,016,000) | ||
Valuation allowance | (4,930,000) | (4,930,000) | (5,961,000) | (4,930,000) |
Net deferred tax assets | 65,552,000 | |||
Net Deferred Tax (liabilities) | (63,758,000) | |||
Undistributed earnings of foreign subsidiaries considered to be indefinitely reinvested | 144,250,000 | |||
Federal or state and local taxes or foreign withholding tax provision on undistributed earnings | 0 | |||
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | 15,000,000 | $ 20,000,000 | ||
Gross unrecognized income tax benefits | 3,072,000 | |||
Unrecognized tax benefits, interest | 299,000 | |||
Unrecognized tax benefits, penalties | 48,000 | |||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (892,000) | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized Tax Benefits, Beginning Balance | 1,901,000 | |||
Increases related to tax positions taken during a prior year | 1,716,000 | 2,491,000 | ||
Decreases related to tax positions taken during a prior year | (590,000) | |||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (892,000) | |||
Unrecognized Tax Benefits, Ending Balance | 2,725,000 | 1,901,000 | ||
Valuation allowance for deferred tax assets | ||||
Valuation allowance, beginning balance | 4,930,000 | |||
Valuation allowance recorded during the period | 1,031,000 | 4,930,000 | ||
Valuation allowance, ending balance | 5,961,000 | $ 4,930,000 | ||
State and Local Jurisdiction | ||||
Non-current deferred tax assets/(liabilities) | ||||
Operating Loss Carryforwards | 3,429,000 | |||
Foreign Tax Authority | ||||
Non-current deferred tax assets/(liabilities) | ||||
Operating Loss Carryforwards | 14,592,000 | |||
Operating loss carryforwards, subject to expiration | 10,000 | |||
Tax Credit Carryforward, Amount | $ 11,049,000 | |||
Haas Group Inc [Member] | ||||
Non-current deferred tax assets/(liabilities) | ||||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 250,000 | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | $ 250,000 |
Stock-Based and Other Compens67
Stock-Based and Other Compensation Arrangements (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee Stock Option | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Exercisable term | 10 years | ||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 3,242,018 | 2,638,256 | |
Granted (in shares) | 1,017,160 | ||
Exercised (in shares) | (156,118) | ||
Forfeited options (in shares) | (257,280) | ||
Outstanding at the end of the period (in shares) | 2,613,334 | 3,242,018 | 2,638,256 |
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 12.09 | $ 10.54 | |
Granted (in dollars per share) | 16.45 | ||
Exercised (in dollars per share) | 5.26 | ||
Forfeited options (in dollars per share) | 17.56 | ||
Outstanding at the end of the period (in dollars per share) | $ 10.77 | $ 12.09 | $ 10.54 |
Weighted Average Remaining Contractual Life | |||
Outstanding at the end of the period | 4 years 3 months 7 days | 5 years 1 month 24 days | 5 years 9 months 18 days |
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 8,954,000 | $ 8,954,000 | $ 19,589,000 |
Additional disclosures | |||
Total intrinsic value of options exercised | 1,540,000 | 34,593,000 | 25,519,000 |
Stock-based compensation expense | 3,618,000 | 2,946,000 | 1,713,000 |
Unrecognized stock-based compensation cost | $ 4,242,000 | ||
Unrecognized stock-based compensation expected period of recognition | 1 year 8 months 12 days | ||
Exercise stock options cash proceeds, net | $ 822,000 | 9,643,000 | 9,893,000 |
Employee Stock Option | Time Based Vesting | |||
Stock-Based and Other Compensation Arrangements | |||
Unvested stock options (in shares) | 628,684 | ||
Restricted Stock | |||
Additional disclosures | |||
Stock-based compensation expense | $ 4,273,000 | $ 2,561,000 | $ 1,681,000 |
Unrecognized stock-based compensation expected period of recognition | 2 years 1 month 6 days | ||
Equity Incentive Award Plan 2014 | |||
Stock-Based and Other Compensation Arrangements | |||
Shares authorized for issuance | 5,717,584 | ||
Shares remaining available for issuance | 5,514,078 |
Stock-Based and Other Compens68
Stock-Based and Other Compensation Arrangements (Details 2) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Stock And Restricted Stock Units [Member] | |||
Shares | |||
Outstanding at start of year (in shares) | 165,403 | ||
Granted (in shares) | 546,074 | ||
Vested (in shares) | (248,002) | ||
Forfeited (in shares) | (92,080) | ||
Outstanding at end of year (in shares) | 371,395 | 165,403 | |
Weighted Average Fair Value | |||
Outstanding at start of year (in dollars per share) | $ 18.18 | ||
Granted (in dollars per share) | 16.05 | ||
Vested (in dollars per share) | 16.22 | ||
Forfeited (in dollars per share) | 17.35 | ||
Outstanding at end of year (in dollars per share) | $ 16.56 | $ 18.18 | |
Employee Stock Option | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Stock-based compensation expense | $ 3,618,000 | $ 2,946,000 | $ 1,713,000 |
Weighted average assumptions used to value the option grants | |||
Expected life | 5 years 11 months 5 days | 6 years | 5 years 11 months 19 days |
Volatility (as a percent) | 38.51% | 45.00% | 46.50% |
Risk free interest rate (as a percent) | 1.87% | 1.72% | 1.04% |
Weighted average fair value per option at grant date for options issued (in dollars per share) | $ 6.52 | $ 9.36 | $ 6.08 |
Restricted Stock | |||
Stock-Based and Other Compensation Arrangements | |||
Stock-based compensation expense | $ 4,273,000 | $ 2,561,000 | $ 1,681,000 |
Unrecognized stock-based compensation cost | $ 5,731,000 | ||
Weighted Average Fair Value | |||
Granted (in dollars per share) | $ 16.05 | $ 20.88 | $ 13.52 |
Fair value of shares vested | $ 3,126,000 | $ 2,807,000 | $ 1,764,000 |
Fair value of shares granted | 8,766,000 | 4,294,000 | 3,426,000 |
Tax benefits realized from tax deductions associated with option exercised and restricted share activity | $ 87,000 | $ 10,235,000 | $ 6,879,000 |
Restricted Stock | Employee [Member] | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Shares | |||
Granted (in shares) | 472,412 | ||
Restricted Stock | Director [Member] | |||
Shares | |||
Granted (in shares) | 73,662 | 26,874 | 44,286 |
Commitments and Contingencies69
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating Leases | |||
2,015 | $ 11,105,000 | ||
2,016 | 8,962,000 | ||
2,017 | 7,310,000 | ||
2,018 | 5,717,000 | ||
2,019 | 3,238,000 | ||
Thereafter | 7,204,000 | ||
Total | 43,536,000 | ||
Total rent expense | 11,430,000 | $ 6,648,000 | $ 4,654,000 |
Capital Lease Commitments | |||
2,015 | 1,072,000 | ||
2,016 | 791,000 | ||
2,017 | 622,000 | ||
2,018 | 365,000 | ||
2,019 | 102,000 | ||
Thereafter | 333,000 | ||
Total including interest | 3,285,000 | $ 4,857,000 | |
Less: Interest | (417,000) | ||
Total | 2,868,000 | ||
Third Party [Member] | |||
Operating Leases | |||
2,015 | 9,409,000 | ||
2,016 | 7,266,000 | ||
2,017 | 5,614,000 | ||
2,018 | 4,079,000 | ||
2,019 | 3,056,000 | ||
Thereafter | 7,159,000 | ||
Total | 36,583,000 | ||
Related Party [Member] | |||
Operating Leases | |||
2,015 | 1,696,000 | ||
2,016 | 1,696,000 | ||
2,017 | 1,696,000 | ||
2,018 | 1,638,000 | ||
2,019 | 182,000 | ||
Thereafter | 45,000 | ||
Total | $ 6,953,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee Benefit Plan | |||
Minimum requisite service period to participate in plan | 1 month | ||
Minimum age of full-time employees to be eligible to participate in the plan | 20 years | ||
Maximum percentage of employee gross pay the employee may contribute to a defined contribution plan. | 60.00% | ||
Employer contributions | $ 2,138,000 | $ 1,580,000 | $ 945,000 |
Supplemental Cash Flow Inform71
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Cash payments for: | |||
Interest | $ 15,655 | $ 24,440 | $ 16,343 |
Income taxes | 16,996 | 24,457 | 5,977 |
Schedule of non-cash investing and financing activities: | |||
Property and equipment acquired pursuant to capital leases | $ 333 | 1,528 | $ 2,923 |
Property and equipment disposed of pursuant to termination of capital leases | $ (5,414) |
Quarterly Financial Data (una72
Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net sales | $ 369,654,000 | $ 368,706,000 | $ 385,559,000 | $ 373,696,000 | $ 408,167,000 | $ 395,628,000 | $ 327,360,000 | $ 224,722,000 | $ 1,497,615,000 | $ 1,355,877,000 | $ 901,608,000 |
Gross profit | 6,131,000 | 103,355,000 | 109,086,000 | 105,923,000 | 113,638,000 | 115,972,000 | 96,560,000 | 76,830,000 | 324,495,000 | 403,000,000 | 317,648,000 |
Net (loss) income | $ (213,999,000) | $ 16,479,000 | $ 23,046,000 | $ 19,730,000 | $ 24,647,000 | $ 28,772,000 | $ 24,312,000 | $ 24,370,000 | $ (154,744,000) | $ 102,102,000 | $ 104,812,000 |
Basic net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.30 | $ 0.25 | $ 0.26 | $ (1.60) | $ 1.06 | $ 1.12 |
Diluted net income per share (in dollars per share) | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.25 | $ 0.29 | $ 0.25 | $ 0.25 | $ (1.60) | $ 1.05 | $ 1.09 |
Goodwill impairment charge | $ 263,771,000 | $ 263,771,000 | |||||||||
Increase in inventory reserve | 264,114,000 | $ 197,188,000 | 264,114,000 | $ 197,188,000 | |||||||
Lack of marketability for inventory specific to one program | |||||||||||
Increase in inventory reserve | 33,000,000 | 33,000,000 | |||||||||
Total of all the actions that affected Inventory Reserve | |||||||||||
Increase in inventory reserve | $ 83,400,000 | $ 83,400,000 | |||||||||
Revised E&O reserve | |||||||||||
Increase in inventory reserve | $ 143,736,000 | $ 143,736,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | 19 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2015 | |
Segment Reporting | |||||||||||||
Net sales | $ 369,654,000 | $ 368,706,000 | $ 385,559,000 | $ 373,696,000 | $ 408,167,000 | $ 395,628,000 | $ 327,360,000 | $ 224,722,000 | $ 1,497,615,000 | $ 1,355,877,000 | $ 901,608,000 | ||
(Loss) income from operations | (206,365,000) | 183,934,000 | 180,802,000 | ||||||||||
Interest expense, net | (37,092,000) | (29,225,000) | (25,178,000) | ||||||||||
Benefit (provision) for income taxes | 86,872,000 | (54,806,000) | (52,815,000) | ||||||||||
Total assets | 2,020,973,000 | 2,412,274,000 | $ 2,412,274,000 | 2,020,973,000 | 2,412,274,000 | $ 2,020,973,000 | |||||||
Goodwill | 590,587,000 | 861,575,000 | 861,575,000 | 590,587,000 | 861,575,000 | 562,493,000 | 590,587,000 | ||||||
Capital expenditures | (9,631,000) | (10,517,000) | (7,882,000) | ||||||||||
Depreciation and amortization | 27,726,000 | 21,402,000 | 11,380,000 | ||||||||||
Goodwill impairment charge | 263,771,000 | 263,771,000 | |||||||||||
North America | |||||||||||||
Segment Reporting | |||||||||||||
Goodwill impairment charge | 263,771,000 | ||||||||||||
Operating Segments [Member] | |||||||||||||
Segment Reporting | |||||||||||||
Net sales | 1,198,201,000 | 1,030,511,000 | 713,725,000 | ||||||||||
(Loss) income from operations | (222,719,000) | 145,357,000 | 150,587,000 | ||||||||||
Interest expense, net | (32,912,000) | (25,836,000) | (25,355,000) | ||||||||||
Benefit (provision) for income taxes | 94,450,000 | 47,459,000 | (45,102,000) | ||||||||||
Total assets | 1,709,904,000 | 2,093,384,000 | 2,093,384,000 | 1,709,904,000 | 2,093,384,000 | 1,709,904,000 | |||||||
Goodwill | 515,876,000 | 779,395,000 | 779,395,000 | 515,876,000 | 779,395,000 | 515,876,000 | |||||||
Capital expenditures | (8,300,000) | (9,763,000) | (7,220,000) | ||||||||||
Depreciation and amortization | 23,548,000 | 18,317,000 | 10,425,000 | ||||||||||
Operating Segments [Member] | Rest Of World Segment | |||||||||||||
Segment Reporting | |||||||||||||
Net sales | 299,414,000 | 325,366,000 | 187,883,000 | ||||||||||
(Loss) income from operations | 16,354,000 | 38,577,000 | 30,215,000 | ||||||||||
Interest expense, net | (4,180,000) | (3,389,000) | 177,000 | ||||||||||
Benefit (provision) for income taxes | (7,578,000) | (7,347,000) | (7,713,000) | ||||||||||
Total assets | 311,069,000 | 406,988,000 | 406,988,000 | 311,069,000 | 406,988,000 | 311,069,000 | |||||||
Goodwill | $ 74,711,000 | $ 82,180,000 | 82,180,000 | 74,711,000 | 82,180,000 | 74,711,000 | |||||||
Capital expenditures | (1,331,000) | (754,000) | (662,000) | ||||||||||
Depreciation and amortization | $ 4,178,000 | 3,085,000 | $ 955,000 | ||||||||||
Haas Group Inc [Member] | |||||||||||||
Segment Reporting | |||||||||||||
Net sales | $ 356,154,000 | $ 591,824,000 | |||||||||||
Haas Group Inc [Member] | North America | |||||||||||||
Segment Reporting | |||||||||||||
Changes in goodwill during the period | 223,681,000 | ||||||||||||
Haas Group Inc [Member] | Rest Of World Segment | |||||||||||||
Segment Reporting | |||||||||||||
Changes in goodwill during the period | $ 75,358,000 |
Segment Reporting (Details 2)
Segment Reporting (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Segment Reporting | |||||||||||
Sales | $ 369,654 | $ 368,706 | $ 385,559 | $ 373,696 | $ 408,167 | $ 395,628 | $ 327,360 | $ 224,722 | $ 1,497,615 | $ 1,355,877 | $ 901,608 |
% of sales | 100.00% | 100.00% | 100.00% | ||||||||
Long-lived assets | 46,976 | 49,264 | $ 46,976 | $ 49,264 | |||||||
Operating Segments [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | 1,198,201 | 1,030,511 | $ 713,725 | ||||||||
Hardware [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 738,496 | $ 837,615 | $ 744,741 | ||||||||
% of sales | 49.30% | 61.80% | 82.60% | ||||||||
Chemicals [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 591,840 | $ 356,154 | |||||||||
% of sales | 39.50% | 26.30% | |||||||||
Electronic Components [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 107,918 | $ 109,616 | $ 104,383 | ||||||||
% of sales | 7.20% | 8.10% | 11.60% | ||||||||
Bearings [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 33,602 | $ 31,729 | $ 32,218 | ||||||||
% of sales | 2.30% | 2.30% | 3.60% | ||||||||
Machined Parts And Other [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 25,759 | $ 20,763 | $ 20,266 | ||||||||
% of sales | 1.70% | 1.50% | 2.20% | ||||||||
U [S] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,101,385 | $ 950,058 | $ 628,220 | ||||||||
% of sales | 73.50% | 70.10% | 69.70% | ||||||||
Long-lived assets | 39,900 | 42,162 | $ 39,900 | $ 42,162 | |||||||
G [B] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 190,661 | $ 180,535 | $ 134,943 | ||||||||
% of sales | 12.70% | 13.30% | 15.00% | ||||||||
Other Foreign Countries [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 205,569 | $ 225,284 | $ 138,445 | ||||||||
% of sales | 13.80% | 16.60% | 15.30% | ||||||||
All Foreign Countries [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 396,230 | $ 405,819 | $ 273,388 | ||||||||
% of sales | 26.50% | 29.90% | 30.30% | ||||||||
Long-lived assets | $ 7,076 | $ 7,102 | $ 7,076 | $ 7,102 | |||||||
Rest Of World Segment | Operating Segments [Member] | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 299,414 | $ 325,366 | $ 187,883 |
Restructuring Activities (Detai
Restructuring Activities (Details) - Global Restructuring Plan - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Total initial expenses | $ 4,522,000 | |
Employee severance and related costs | 2,128,000 | |
Termination of leases | 2,394,000 | |
Restructuring charges paid | $ 0 | |
North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Total initial expenses | 2,563,000 | |
Rest Of World Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total initial expenses | $ 1,959,000 |