Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Nov. 21, 2016 | Mar. 31, 2016 | |
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, 2016 | ||
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 | $ 956,052 | ||
Entity Common Stock, Shares Outstanding | 99,012,965 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 77,061 | $ 82,866 |
Accounts receivable, net of allowance for doubtful accounts of $3,846 and $5,892 at September 30, 2016 and 2015, respectively | 249,195 | 253,348 |
Inventories | 713,470 | 701,535 |
Prepaid expenses and other current assets | 10,203 | 10,004 |
Income taxes receivable | 1,460 | 187 |
Deferred income taxes | 0 | 89,401 |
Total current assets | 1,051,389 | 1,137,341 |
Property and equipment, net | 50,525 | 46,976 |
Deferred financing costs, net | 8,747 | 11,248 |
Goodwill | 579,865 | 590,587 |
Intangible assets, net | 194,114 | 215,389 |
Deferred tax assets | 58,171 | 6,844 |
Other assets | 13,394 | 12,588 |
Total assets | 1,956,205 | 2,020,973 |
Current liabilities: | ||
Accounts payable | 181,700 | 149,615 |
Accrued expenses and other current liabilities | 26,424 | 38,896 |
Income taxes payable | 6,782 | 21,442 |
Capital lease obligations, current portion | 1,471 | 1,044 |
Total current liabilities | 216,377 | 210,997 |
Capital lease obligations, less current portion | 1,710 | 1,824 |
Long-term debt | 841,906 | 952,906 |
Deferred income taxes | 4,092 | 30,693 |
Other liabilities | 9,205 | 6,980 |
Total liabilities | 1,073,290 | 1,203,400 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, class A, $0.001 par value, 950,000,000 shares authorized, 98,614,908 and 97,538,124 shares issued and outstanding at September 30, 2016 and 2015, respectively | 99 | 98 |
Additional paid-in capital | 427,295 | 412,492 |
Accumulated other comprehensive loss | (79,561) | (38,721) |
Retained earnings | 535,082 | 443,704 |
Total stockholders’ equity | 882,915 | 817,573 |
Total liabilities and stockholders’ equity | $ 1,956,205 | $ 2,020,973 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,846 | $ 5,892 |
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 | 98,614,908 | 97,538,124 |
Common stock, shares outstanding | 98,614,908 | 97,538,124 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 1,477,366,000 | $ 1,497,615,000 | $ 1,355,877,000 |
Cost of sales | 1,083,674,000 | 1,173,120,000 | 952,877,000 |
Gross profit | 393,692,000 | 324,495,000 | 403,000,000 |
Selling, general and administrative expenses | 234,942,000 | 267,089,000 | 219,066,000 |
Goodwill impairment charge | 0 | 263,771,000 | 0 |
Income (loss) from operations | 158,750,000 | (206,365,000) | 183,934,000 |
Interest expense, net | (36,901,000) | (37,092,000) | (29,225,000) |
Other income, net | 3,741,000 | 1,841,000 | 2,199,000 |
Income (loss) before income taxes | 125,590,000 | (241,616,000) | 156,908,000 |
(Provision) benefit for income taxes | (34,212,000) | 86,872,000 | (54,806,000) |
Net income (loss) | 91,378,000 | (154,744,000) | 102,102,000 |
Change in net foreign currency translation adjustment | (39,211,000) | (25,322,000) | (633,000) |
Change in net unrealized holding losses on derivatives | (1,629,000) | (2,577,000) | 0 |
Other comprehensive loss, net of income taxes | (40,840,000) | (27,899,000) | (633,000) |
Comprehensive income (loss) | $ 50,538,000 | $ (182,643,000) | $ 101,469,000 |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 0.94 | $ (1.60) | $ 1.06 |
Diluted (in dollars per share) | $ 0.93 | $ (1.60) | $ 1.05 |
Weighted average shares outstanding: | |||
Basic (in shares) | 97,634,155 | 96,955,043 | 95,950,994 |
Diluted (in shares) | 98,165,856 | 96,955,043 | 97,605,783 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Common stock, shares issued, beginning balance at Sep. 30, 2013 | 94,776,683 | ||||
Total stockholders' equity, beginning balance at Sep. 30, 2013 | $ 865,436 | $ 95 | $ 379,184 | $ (10,189) | $ 496,346 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 2,233,603 | ||||
Issuance of common stock | 9,643 | $ 2 | 9,641 | ||
Excess tax shortfall related to restricted units and stock options exercised | 10,235 | 10,235 | |||
Stock-based compensation expense | 5,507 | 5,507 | |||
Net income (loss) | 102,102 | 102,102 | |||
Other comprehensive loss | (633) | (633) | |||
Common stock, shares issued, ending balance at Sep. 30, 2014 | 97,010,286 | ||||
Total stockholders' equity, ending balance at Sep. 30, 2014 | 992,290 | $ 97 | 404,567 | (10,822) | 598,448 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 527,838 | ||||
Issuance of common stock | 823 | $ 1 | 822 | ||
Settlement on restricted stock tax withholding | (701) | (701) | |||
Excess tax shortfall related to restricted units and stock options exercised | (87) | (87) | |||
Stock-based compensation expense | 7,891 | 7,891 | |||
Net income (loss) | (154,744) | (154,744) | |||
Other comprehensive loss | $ (27,899) | (27,899) | |||
Common stock, shares issued, ending balance at Sep. 30, 2015 | 97,538,124 | 97,538,124 | |||
Total stockholders' equity, ending balance at Sep. 30, 2015 | $ 817,573 | $ 98 | 412,492 | (38,721) | 443,704 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 1,076,784 | ||||
Issuance of common stock | 6,073 | $ 1 | 6,072 | ||
Settlement on restricted stock tax withholding | (857) | (857) | |||
Excess tax shortfall related to restricted units and stock options exercised | 1,098 | 1,098 | |||
Stock-based compensation expense | 8,490 | 8,490 | |||
Net income (loss) | 91,378 | 91,378 | |||
Other comprehensive loss | $ (40,840) | (40,840) | |||
Common stock, shares issued, ending balance at Sep. 30, 2016 | 98,614,908 | 98,614,908 | |||
Total stockholders' equity, ending balance at Sep. 30, 2016 | $ 882,915 | $ 99 | $ 427,295 | $ (79,561) | $ 535,082 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | |||
Net income (loss) | $ 91,378,000 | $ (154,744,000) | $ 102,102,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 27,980,000 | 27,726,000 | 21,402,000 |
Deferred financing costs | 4,627,000 | 4,354,000 | 3,300,000 |
Bad debt and sales return reserve | (810,000) | 354,000 | 965,000 |
Stock-based compensation expense | 8,490,000 | 7,891,000 | 5,507,000 |
Inventory reserves | 14,615,000 | 95,052,000 | 17,700,000 |
Goodwill impairment charge | 0 | 263,771,000 | 0 |
Excess tax benefit related to stock-based incentive plans | (1,098,000) | (443,000) | (10,235,000) |
Income from equity investment | (582,000) | (596,000) | (141,000) |
Loss on sales of properties | 452,000 | 0 | 0 |
Deferred income taxes | 13,212,000 | (127,035,000) | 8,273,000 |
Other non-cash items | (2,874,000) | 3,491,000 | (5,489,000) |
Changes in assets and liabilities: | |||
Accounts receivable | (4,077,000) | 43,841,000 | (38,545,000) |
Income tax receivable | (1,269,000) | 16,036,000 | 19,003,000 |
Inventories | (41,798,000) | (48,977,000) | (72,702,000) |
Prepaid expenses and other assets | (1,204,000) | 1,250,000 | 5,799,000 |
Accounts payable | 34,657,000 | (9,992,000) | 3,099,000 |
Accrued expenses and other liabilities | (11,008,000) | 3,425,000 | (8,830,000) |
Income tax payable | (13,236,000) | 15,768,000 | 2,481,000 |
Net cash provided by operating activities | 117,455,000 | 141,172,000 | 53,689,000 |
Cash flows from investing activities | |||
Purchase of property and equipment | (13,992,000) | (9,631,000) | (10,517,000) |
Proceeds from sales of assets | 2,000,000 | 0 | 0 |
Proceeds from sales of property, plant and equipment | 0 | 17,000 | 0 |
Acquisitions of business, net of cash acquired | 0 | (250,000) | (560,986,000) |
Net cash used in investing activities | (11,992,000) | (9,864,000) | (571,503,000) |
Cash flows from financing activities | |||
Proceeds from issuance of long-term debt | 0 | 0 | 565,000,000 |
Repayments of long-term debt | (111,000,000) | (149,750,000) | (30,344,000) |
Financing fees | (2,126,000) | 0 | (10,161,000) |
Repayment of capital lease obligations | (1,309,000) | (1,511,000) | (1,338,000) |
Excess tax benefit related to stock-based incentive plans | 1,098,000 | 443,000 | 10,235,000 |
Net proceeds from issuance of common stock | 6,073,000 | 823,000 | 9,643,000 |
Settlement on restricted stock tax withholding | (857,000) | (701,000) | 0 |
Net cash (used in) provided by financing activities | (108,121,000) | (150,696,000) | 543,035,000 |
Effect of foreign currency exchange rate on cash and cash equivalents | (3,147,000) | (2,521,000) | 838,000 |
Net (decrease) increase in cash and cash equivalents | (5,805,000) | (21,909,000) | 26,059,000 |
Cash and cash equivalents, beginning of period | 82,866,000 | 104,775,000 | 78,716,000 |
Cash and cash equivalents, end of period | $ 77,061,000 | $ 82,866,000 | $ 104,775,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 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 57 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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 Supplemental Cash Flow Information We determined that our 2015 cash paid for interest of $15.7 million as reported in our 2015 Annual Report on Form 10-K is understated. The correct amount is $32.6 million . We have revised our 2015 cash paid for interest amount to present the correct amount in Note 19. The misstatement had no effect on previously reported income from operations, net income or cash flows for the year ended September 30, 2015 and the interim periods within that year. We have evaluated the misstatement and do not believe it is material to the financial statements for the year ended September 30, 2015. 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, 2016 $ 5,892 $ (846 ) $ (1,200 ) $ 3,846 Year ended as of September 30, 2015 5,332 1,121 (561 ) 5,892 Year ended as of September 30, 2014 4,464 1,159 (291 ) 5,332 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 products for which the first-in, first-out method is used. In-bound freight-related costs of $1.9 million , $1.7 million and $1.4 million as of September 30, 2016 , 2015 , and 2014 , 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 2015, we charged $33.0 million and $62.1 million 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 $33.0 million . 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 scrapping 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 $43.8 million . 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 $4.6 million , $4.4 million and $3.3 million for the years ended September 30, 2016 , 2015 and 2014 , respectively. As of September 30, 2016 and 2015 , the remaining unamortized deferred financing costs are $8.7 million and $11.2 million , 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, 2016 and 2015 , which resulted in no goodwill impairment in the year ended September 30, 2016 and a goodwill impairment charge of $263.8 million 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 analysis. 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 $5.1 million , $7.8 million and $7.0 million for the years ended September 30, 2016 , 2015 and 2014 , respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $28.0 million , $33.2 million and $24.8 million for the years ended September 30, 2016 , 2015 and 2014 , 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. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. 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, 2016 , 2015 and 2014 , we made 12% , 13% , and 15% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this vendor were 3% and 7% of total accounts payable at September 30, 2016 and 2015 , respectively. Additionally, for the years ended September 30, 2016 , 2015 and 2014 , we made 8% , 9% , and 15% , respectively, of our purchases from Alcoa Fastening Systems and the amounts payable to this vendor were 3% and 6% of total accounts payable at September 30, 2016 and 2015 , 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, 2016 , 2015 and 2014 , 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 15% , 14% and 9% of our net sales during fiscal 2016 , 2015 and 2014 , 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, 2016 , 2015 and 2014 , realized foreign currency transaction gains were $3.2 million , $0.6 million and $1.6 million , 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. Compensation expense for awards with total stockholder return metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporats stock price correlation and other variables over the time horizons matching the performance periods. Net Income or Net Loss Per Share Basic net income or net loss per share is computed by dividing net income or net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income or net loss 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, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 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 March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods therein. Early application is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting . ASU 2016-07 eliminates the requirement that when an investment subsequently qualifies for use of the equity method as a result of an increase in level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. In addition, ASU 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We do not anticipate the adoption of ASU 2016-07 will have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach shall be used when adopting ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted for certain provisions. We are currently evaluating the impact of ASU 2016-01 related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In September 2015, FASB issued ASU 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. As of September 30, 2016, we did not have any provisional amounts outstanding from prior acquisitions. In August 2015, the FASB issued ASU 2015-15, Interest — Imputation of Interest (Subtopic 835-30): 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 do not anticipate the adoption of ASU 2015-15 will have a significant impact on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): 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. 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. The adoption of ASU 2015-03 will reduce our non-current assets and non-current debt by the amount of our net deferred financing costs in our consolidated balance sheets but will not impact our consolidated statements of comprehensive income and consolidated statements of cash flow. As of September 30, 2016 and 2015, our deferred financing costs, net was $8.7 million and $11.2 million , respectively. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): 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 do not anticipate the adoption of ASU 2014-12 will have a significant impact on our consolidated financial statements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively (collectively the “amended ASU 2014-09”). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) with the customer, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue when each performance obligation is satisfied. The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date for the amended ASU 2014-09 is 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 the amended ASU 2014-09 on our consolidated financial statements and the implementation approach to be used. Adopted Accounting Standards Updates Effective July 1, 2016, we elected to early adopt ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes on a prospective basis. This guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. The adoption of ASU 2015-17 had no impact on our results of operations or cash flows for the year ended September 30, 2016. Effective January 1, 2016, we elected to early adopt ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . This 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. We elected to adopt the amendments prospectively for all arrangements entered into or materially modified after January 1, 2016. The adoption of ASU 2015-05 does not have a significant impact on our consolidated financial statements. We record the qualified cloud-based software license fees as software intangible assets instead of prepaid expenses, and amortize them over the contract length as software amortization expense instead of service expense. Both amortization expense and service expense are included in the selling, general and administrative expense line of our consolidated statement of comprehensive income, resulting in no significant impact on our income from operations, net income or cash flows. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2014 Acquisition On February 28, 2014, through our wholly owned subsidiary, Flyer Acquisition Corp., we acquired 100% of the outstanding shares of Haas. 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 was $591.8 million and $356.2 million in the years ended September 2015 and 2014, respectively. Haas consolidated net loss or income included in the financial statements since the acquisition date was a net loss of $0.6 million and a net income of $2.9 million in the years ended September 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, 2013. 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 Pro forma net sales $ 1,591,538 Pro forma net income $ 102,652 Pro forma net income per common share amounts: Basic net income $ 1.07 Diluted net income $ 1.05 |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Our inventory is comprised solely of finished goods. As of September 30, 2016 and 2015 , our E&O reserve was $250.7 million and $264.1 million, respectively. Charges to cost of sales for increase in our E&O reserves and related items were $14.6 million, $95.1 million and $17.7 million in the years ended September 30, 2016 , 2015 and 2014 , respectively. We believe that these amounts appropriately reflect the risk of E&O inventory inherent in our business. In the three months ended September 30, 2015, we determined that inventory previously purchased in connection with a specific program which was subsequently terminated, had no alternative use. Prior to such determination during the year ended September 30, 2015, we attempted 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 reserve of $33.0 million . 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 scrapping 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 $43.8 million . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $1.0 million plus fees and expenses associated with company-related meetings. We incurred expense of $1.3 million , $1.1 million and $1.1 million for the years ended September 30, 2016 , 2015 and 2014 , respectively, related to this management agreement. These amounts were paid to The Carlyle Group during the years ended September 30, 2016 , 2015 and 2014 . 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 $1.8 million , $1.7 million and $1.8 million for the years ended September 30, 2016 , 2015 and 2014 , respectively (see Note 17). |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consist of the following at September 30 (in thousands): 2016 2015 Land, buildings and improvements $ 29,392 $ 27,152 Machinery and equipment 18,288 17,874 Furniture and fixtures 6,319 5,768 Vehicles 1,288 1,339 Computer hardware and software 36,274 33,226 Construction in progress 11,333 2,186 102,894 87,545 Less: accumulated depreciation (52,369 ) (40,569 ) Property and equipment, net $ 50,525 $ 46,976 At September 30, 2016 and 2015 , property and equipment included assets of $8.9 million , and $7.1 million respectively, acquired under capital lease arrangements. Accumulated amortization of assets acquired under capital leases was $5.8 million and $4.1 million as of September 30, 2016 and 2015 , respectively. Depreciation and amortization expense for property and equipment was $12.1 million , $11.8 million and $8.8 million during the years ended September 30, 2016 , 2015 and 2014 , respectively (including amortization expense of $1.5 million , $1.5 million and $1.4 million on assets acquired under capital leases for the years ended September 30, 2016 , 2015 and 2014 , respectively). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net A reconciliation of our goodwill balance is as follows (in thousands): North America, Rest of World Consolidated 2016 2015 2016 2015 2016 2015 Beginning balance, gross $ 779,647 $ 779,395 $ 74,711 $ 82,180 $ 854,358 $ 861,575 Accumulated impairment $ (263,771 ) $ — $ — $ — $ (263,771 ) $ — Beginning balance, net $ 515,876 $ 779,395 $ 74,711 $ 82,180 $ 590,587 $ 861,575 Foreign currency translation — 65 (10,722 ) (7,532 ) (10,722 ) (7,467 ) Haas acquisition — 187 — 63 — 250 Goodwill impairment — (263,771 ) — — — (263,771 ) Ending balance, gross $ 779,647 $ 779,647 $ 63,989 $ 74,711 $ 843,636 $ 854,358 Accumulated impairment $ (263,771 ) $ (263,771 ) $ — $ — $ (263,771 ) $ (263,771 ) Ending balance, net $ 515,876 $ 515,876 $ 63,989 $ 74,711 $ 579,865 $ 590,587 We performed our Step 1 goodwill impairment tests on July 1, 2016. The results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values. 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 $263.8 million in the three months ended September 30, 2015. As of September 30, 2016 and 2015 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2016 2015 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships (12 to 20 year life) $ 173,437 $ (53,829 ) $ 178,858 $ (45,057 ) Trademarks (5 years to indefinite life) 53,034 (2,618 ) 56,153 (3,661 ) Backlog (2 year life) 4,327 (4,327 ) 4,327 (4,327 ) Non-compete agreements (3 to 4 year life) 1,457 (1,457 ) 1,457 (1,457 ) Technology (10 year life) 32,481 (8,391 ) 33,607 (4,511 ) Total intangible assets $ 264,736 $ (70,622 ) $ 274,402 $ (59,013 ) Estimated future intangible amortization expense at September 30, 2016 is as follows (in thousands): 2017 $ 14,582 2018 14,582 2019 14,582 2020 14,448 2021 14,045 Thereafter 84,042 $ 156,281 Amortization expense included in the statements of comprehensive income for the years ended September 30, 2016 , 2015 and 2014 was $15.8 million , $15.9 million and $12.6 million , respectively. In addition to amortizing intangibles, we assigned an indefinite life to the Wesco Aircraft trademark. As of September 30, 2016 and 2015 , the trademark had a carrying value of $37.8 million . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2016 2015 Accrued compensation and related expenses $ 10,067 $ 16,054 Accrued commissions 986 2,127 Accrual for professional fees 1,069 2,438 Accrued customer rebates 3,931 640 Accrued taxes (property, sales and use) 150 1,046 Accrued interest 125 1,241 Accrual for undermarket contracts 1,164 1,671 Accrued profit sharing 325 370 Accrued freight and duty 781 732 Accrual for restructuring 1,164 4,490 Interest rate swap 1,059 1,903 Other accruals 5,603 6,184 Accrued expenses and other current liabilities $ 26,424 $ 38,896 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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, 2016 September 30, 2015 Carrying Amount Fair Value Carrying Amount Fair Value $625,000 term loan A $ 401,344 $ 401,344 $ 477,344 $ 476,150 $525,000 term loan B 440,562 435,716 475,562 467,002 $200,000 revolving facility — — — — Interest rate swap hedge liabilities 6,672 6,672 4,088 4,088 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): September 30, 2016 2015 $625,000 term loan A $ 401,344 $ 477,344 $525,000 term loan B 440,562 475,562 $200,000 revolving facility — — 841,906 952,906 Less: current portion — — Long-term debt $ 841,906 $ 952,906 Aggregate maturities of long-term debt as of September 30, 2016 are as follows (in thousands): Years Ended September 30, 2017 $ — 2018 401,344 2019 — 2020 — 2021 440,562 $ 841,906 Existing Senior Secured Credit Facilities On October 4, 2016, we entered into the Fourth Amendment (the Amendment) to our credit agreement, dated as of December 7, 2012, by and among the Company, Wesco Aircraft Hardware (the Borrower) and the lenders and agents party thereto (as amended prior to the Amendment, the Existing Credit Agreement; the Existing Credit Agreement, as amended by the Amendment, the Credit Agreement). The Amendment modified the Existing Credit Agreement to replace the Borrower’s existing revolving credit facility with a new revolving credit facility in an aggregate principal amount of $180.0 million and the Borrower’s existing senior secured term loan A facility with a new senior secured term loan A facility in an aggregate principal amount of $400.0 million . (See Note 23 for a discussion of the Credit Facilities as amended by the Amendment). As of September 30, 2016, our Existing Credit Agreement provided for (1) a $625.0 million term loan A facility (the existing term loan A facility), (2) a $200.0 million revolving credit facility (the existing revolving facility) and (3) a $525.0 million senior secured term loan B facility (the term loan B facility). We refer to the term loan B facility, together with the existing term loan A facility and the existing revolving facility, as the Existing Credit Facilities. As of September 30, 2016 , our outstanding indebtedness under our Existing Credit Facilities was $841.9 million , which consisted of (1) $401.3 million of indebtedness under the existing term loan A facility and (2) $440.6 million of indebtedness under the term loan B facility. As of September 30, 2016 , $200.0 million was available for borrowing under the existing revolving facility, of which we could borrow up to $146.4 million without breaching any covenants contained in the agreements governing our indebtedness. The interest rate for the existing term loan A facility was based on our Consolidated Total Leverage Ratio (as defined in the Existing Credit Agreement) as was 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 existing term loan A facility amortized in equal quarterly installments of 1.25% of the original principal amount of $625.0 million for the first year, escalating to quarterly installments of 2.50% of the original principal amount of $625.0 million by the fifth year, with the balance due at maturity on December 7, 2017. As of September 30, 2016 , the interest rate for borrowings under the existing term loan A facility was 5.00% . The interest rate for the term loan B facility had 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 amortized in equal quarterly installments of 0.25% of the original principal amount of $525.0 million , with the balance due at maturity on February 28, 2021. As of September 30, 2016 , the interest rate for borrowings under the term loan B facility was 3.34% . In July 2015, we entered into interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note 12. The interest rate for the existing revolving facility was 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 existing revolving facility was due to expire on December 7, 2017. Our borrowings under the Existing Credit Facilities were 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, 2016 , we made voluntary prepayments totaling $76.0 million on our existing term loan A facility and $35.0 million on our term loan B facility, which, with respect to the term loan B facility, have been applied to future required quarterly payments and to the amount due upon maturity. Under the terms and definitions applicable to the Existing Credit Facilities as of September 30, 2016 , our Consolidated Total Leverage Ratio (as defined in the Existing Credit Agreement) could not exceed 4.5 (with step-downs on such ratio during future periods) and our Consolidated Net Interest Coverage Ratio (as defined in the Existing Credit Agreement) could not be less than 2.25 . The Existing Credit Facilities also contained 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, 2016 , we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was 3.78 and our Consolidated Net Interest Coverage Ratio was 6.30 . UK Line of Credit Our subsidiary, Wesco Aircraft Europe, Ltd, has a £7.0 million ( $9.1 million based on the September 30, 2016 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% . As of September 30, 2016 , the full £7.0 million was available for borrowing under the UK line of credit without breaching any covenants contained in the agreements governing our indebtedness. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We use derivative instruments primarily to manage exposures to foreign currency exchange rates and interest rates. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with fluctuations in foreign exchange rates and changes in interest rates. Our derivatives expose us to credit risk to the extent that the counter-parties may be unable to meet the terms of the agreement. We, however, seek to mitigate such risks by limiting our counter-parties to major financial institutions. In addition, the potential risk of loss with any one counter-party resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counter-parties. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In July 2015, we entered into two 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 an amortizing notional amount, which was 425.0 million as of September 30, 2016 , and matures on September 30, 2017, giving us the contractual right to pay a fixed interest rate of 1.21% plus the applicable margin under the term loan B facility (as defined in Note 11 above; see Note 11 for the applicable margin). The second interest rate swap agreement also has an amortizing notional amount, initially $375.0 million , giving us the contractual right to pay a fixed interest rate of 2.2625% plus the applicable margin under the term loan B facility, which is effective on September 29, 2017 and matures on September 30, 2019. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended September 30, 2016 , such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized immediately in earnings. During the year ended September 30, 2016 , we did not record any hedge ineffectiveness in earnings. No portion of our interest rate swap agreements is excluded from the assessment of hedge effectiveness. Amounts reported in accumulated other comprehensive income (loss) (AOCI) related to derivatives are reclassified to interest expense as interest payments are made on our variable-rate debt. As of September 30, 2016 , we expected to reclassify approximately $0.7 million from accumulated other comprehensive loss to earnings as an increase to interest expense over the next 12 months when the underlying hedged item impacts earnings. Non-Designated Derivatives On December 16, 2015, we entered into one foreign currency forward contract to partially reduce our exposure to foreign currency fluctuations for a subsidiary's net monetary assets, which are denominated in a foreign currency. The derivative is not designated as a hedging instrument. The change in its fair value is recognized as periodic gain or loss in the other income (loss), net line of our consolidated statement of earnings and comprehensive income. This foreign currency forward contract expired on September 28, 2016. The following table summarizes the notional principal amounts at September 30, 2016 and 2015 of our interest rate swap agreements discussed above (in thousands). We did not have foreign exchange forward contracts as of September 30, 2016 and 2015 . Derivative Notional September 30, 2016 September 30, 2015 Instruments designated as accounting hedges: Interest rate contracts $ 425,000 $ 475,000 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, 2016 and 2015 (in thousands). We did not have foreign exchange forward contracts as of September 30, 2016 and 2015 . Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2016 2015 Instruments designated as accounting hedges: Interest rate swap contracts Accrued expenses and other current liabilities $ 1,057 $ 1,902 Other liabilities $ 5,615 $ 2,186 The following table provides the losses of our cash flow hedging instruments (net of income tax benefit), which were transferred from AOCI to our consolidated statement of comprehensive income (loss) for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have any hedge instruments in the year ended September 30, 2014. Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2016 2015 2014 Interest rate swap contracts Interest expense, net $ (1,344 ) $ (4 ) — 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 loss for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have any hedge instruments in the year ended September 30, 2014. Years Ended September 30, Cash Flow Derivatives 2016 2015 2014 Interest rate swap contracts $ (2,973 ) $ (2,581 ) — The following table provides a summary of changes to our accumulated other comprehensive income (loss) related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2016 and 2015 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2016 2015 Balance at Beginning of Period $ (2,577 ) $ — Change in fair value of hedging instruments (2,973 ) (2,581 ) Amounts reclassified to earnings 1,344 4 Net current period other comprehensive income (1,629 ) (2,577 ) Balance at End of Period $ (4,206 ) $ (2,577 ) The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated earnings and comprehensive income for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have such derivative instruments in the years ended September 30, 2015 and 2014. Instruments Not Designated As Hedging Instruments Location in Consolidated Statement of Comprehensive Income Years Ended September 30, 2016 2015 2014 Foreign exchange contract Other income (loss), net $ (5,606 ) — — |
Other Comprehensive Loss
Other Comprehensive Loss | 12 Months Ended |
Sep. 30, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Other Comprehensive Loss | Other Comprehensive Loss The components of other comprehensive loss and related tax effects for each period were as follows (dollars in thousands): Year Ended September 30, 2016 Year Ended September 30, 2015 Year Ended September 30, 2014 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives (4,716 ) 1,743 (2,973 ) (4,094 ) 1,513 (2,581 ) — — — Less: adjustment for losses on derivatives included in net income 2,132 (788 ) 1,344 6 (2 ) 4 — — — Change in net foreign currency translation adjustment (39,211 ) — (39,211 ) (25,322 ) — (25,322 ) (633 ) — (633 ) Other comprehensive loss $ (41,795 ) $ 955 $ (40,840 ) $ (29,410 ) $ 1,511 $ (27,899 ) $ (633 ) $ — $ (633 ) See Note 12 for the amounts of losses on derivatives reclassified out of accumulated other comprehensive loss into the consolidated statements of income, with presentation location, for each period. We did not have any hedge instruments in the year ended September 30, 2014. The changes in accumulated other comprehensive loss by component and related tax effects for each period were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized Losses on Derivative Instruments Total Balance at September 30, 2013 $ (10,189 ) $ — $ (10,189 ) Other Comprehensive loss before reclassifications (633 ) — (633 ) Tax effects — — — Other comprehensive loss (633 ) — (633 ) Balance at September 30, 2014 $ (10,822 ) $ — $ (10,822 ) Other Comprehensive loss before reclassifications (25,322 ) (4,094 ) (29,416 ) Amounts reclassified out of accumulated other loss — 6 6 Tax effects — 1,511 1,511 Other comprehensive loss (25,322 ) (2,577 ) (27,899 ) Balance at September 30, 2015 (36,144 ) (2,577 ) (38,721 ) Other Comprehensive loss before reclassifications (39,211 ) (4,716 ) (43,927 ) Amounts reclassified out of accumulated other loss — 2,132 2,132 Tax effects — 955 955 Other comprehensive loss (39,211 ) (1,629 ) (40,840 ) Balance at September 30, 2016 $ (75,355 ) $ (4,206 ) $ (79,561 ) |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table presents net income (loss) per share and related information (dollars in thousands): Years Ended September 30, 2016 2015 2014 Net income (loss) $ 91,378 $ (154,744 ) $ 102,102 Basic weighted average shares outstanding 97,634,155 96,955,043 95,950,994 Dilutive effect of stock options and restricted shares 531,701 — 1,654,789 Dilutive weighted average shares outstanding 98,165,856 96,955,043 97,605,783 Basic net income (loss) per share $ 0.94 $ (1.60 ) $ 1.06 Diluted net income (loss) per share $ 0.93 $ (1.60 ) $ 1.05 Shares of common stock equivalents of 2.0 million , 2.3 million , and 0.5 million for the years ended September 30, 2016 , 2015 and 2014 , respectively, were excluded from the diluted calculation due to their anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before benefit or provision for income taxes for the years ended September 30, 2016 , 2015 and 2014 was as follows (in thousands): 2016 2015 2014 U.S. (loss) income $ 63,614 $ (242,864 ) $ 112,841 Foreign income 61,976 1,248 44,067 Total $ 125,590 $ (241,616 ) $ 156,908 The components of our income tax provision (benefit) for the years ended September 30, 2016 , 2015 and 2014 were as follows (in thousands): 2016 2015 2014 Current provision Federal $ 7,315 $ 24,797 $ 32,204 State and local 1,134 1,726 1,920 Foreign 12,482 13,247 9,625 Subtotal 20,931 39,770 43,749 Deferred provision (benefit) Federal 10,979 (105,748 ) 9,756 State and local 1,108 (12,543 ) 1,497 Foreign 1,194 (8,351 ) (196 ) Subtotal 13,281 (126,642 ) 11,057 Provision (benefit) for income taxes $ 34,212 $ (86,872 ) $ 54,806 The tax impact associated with the exercise of employee stock options and vesting of restricted stock units for the year ended September 30, 2016 will be recognized in the current tax return. For the year ended September 30, 2016 , $1.1 million of tax benefit has been credited to additional paid in capital. For the years ended September 30, 2015 and 2014 , a reduction to paid in capital of $0.1 million was recorded, and $10.2 million of tax benefit has been credited to additional paid in capital, respectively. A reconciliation of our provision (benefit) for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Provision(benefit) for income taxes at statutory rate $ 43,956 35.00 % $ (84,566 ) 35.00 % $ 54,917 35.00 % State taxes, net of tax benefit 1,458 1.16 % (7,002 ) 2.90 % 2,221 1.42 % Deemed foreign dividends 3,963 3.16 % 4,289 (1.78 )% 7,091 4.52 % Nondeductible items (1,912 ) (1.52 )% (642 ) 0.27 % 1,114 0.71 % Other (251 ) (0.21 )% 2,357 (0.98 )% 1,176 0.75 % Impact of foreign operations (8,015 ) (6.38 )% 2,125 (0.88 )% (5,707 ) (3.64 )% Foreign tax credit (4,313 ) (3.43 )% (4,205 ) 1.74 % (5,329 ) (3.40 )% Tax contingencies (674 ) (0.54 )% 772 (0.32 )% (677 ) (0.43 )% Actual provision(benefit) for income taxes $ 34,212 27.24 % $ (86,872 ) 35.95 % $ 54,806 34.93 % In November 2015, The FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The new accounting guidance amends the presentation of deferred income taxes on our Consolidated Balance Sheet such that they are presented entirely as non-current assets and liabilities. As permitted by the standard, we early adopted the new presentation prospectively, beginning July 1, 2016. Consistent with our prospective adoption, the presentation of deferred income tax assets and liabilities as of September 30, 2015 was not restated. As of September 30, 2016 and 2015 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2016 2015 Deferred tax assets - Current Inventories $ — $ 86,812 Reserves and other accruals — 417 Compensation accruals — 2,965 Other — 1,123 Deferred tax assets - Non-current Inventories 88,000 — Reserves and other accruals 412 — Compensation accruals 1,060 — Stock options 3,674 3,256 Net operating losses and tax credits 16,827 14,523 Other 2,119 419 Total deferred tax assets 112,092 109,515 Deferred tax (liabilities) - Non-current Property and equipment (355 ) (1,937 ) Deferred financing costs (38 ) 4 Goodwill and intangible assets (52,072 ) (36,069 ) Total deferred tax liabilities - non-current (52,465 ) (38,002 ) Valuation allowance (5,548 ) (5,961 ) Net deferred tax assets (liabilities) $ 54,079 $ 65,552 As of September 30, 2016 , we had state net operating loss carryforwards of $3.0 million which will begin to expire in 2025, and foreign net operating loss carryforwards of $11.8 million which will begin to expire in 2021. As of September 30, 2016 , we had U.S. foreign tax credit carryforwards of $13.6 million 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, 2012. The undistributed earnings of our foreign subsidiaries, which amount to $87.0 million 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 $15.0 million and $20.0 million . 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 as non-current liabilities in the consolidated balance sheets. As of September 30, 2016 , the total amount of gross unrecognized tax benefits was $2.5 million , including $0.3 million of interest and $42,000 of penalties, all of which would impact the effective tax rate if recognized. It is reasonably possible that within the next twelve months, $86,000 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, 2016 , 2015 and September 30, 2014 are as follows (in thousands): 2016 2015 2014 Beginning balance $ 2,725 $ 1,901 $ — Increases related to tax positions taken during a prior year — 1,716 2,491 Decreases related to tax positions taken during a prior year — — (590 ) Increases related to tax positions taken during the current year — — — Decreases related to settlements with taxing authorities (579 ) — — Decreases related to expiration of statute of limitations (113 ) (892 ) — Changes due to translation of foreign currencies 133 — — Ending balance $ 2,166 $ 2,725 $ 1,901 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). Beginning Balance Valuation Allowance Recorded During The Period Ending Balance Valuation allowance for deferred tax assets: Year ended September 30, 2016 $ 5,961 $ (413 ) $ 5,548 Year ended September 30, 2015 4,930 1,031 5,961 Year ended September 30, 2014 — 4,930 4,930 |
Stock-Based and Other Compensat
Stock-Based and Other Compensation Arrangements | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based and Other Compensation Arrangements | 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, 2016 , there were 4,399,512 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, 2016 , we have outstanding 598,665 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): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value(1) Options outstanding at September 30, 2015 3,242,018 $ 12.09 5.15 $ 8,954 Granted 656,247 $ 12.07 Exercised (798,740 ) $ 7.94 Forfeited options (399,368 ) $ 17.12 Options outstanding at September 30, 2016 2,700,157 $ 12.59 6.07 $ 6,833 Options exercisable at September 30, 2016 2,101,492 $ 12.32 5.10 $ 6,274 (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, 2016 , 2015 and 2014 was $4.5 million , $1.5 million and $34.6 million , respectively. For the years ended September 30, 2016 , 2015 and 2014 , we recorded $3.2 million , $3.6 million and $2.9 million , respectively, of stock-based compensation expense related to these options that is included within selling, general and administrative expenses. At September 30, 2016 , the unrecognized stock-based compensation related to these options was $2.8 million and is expected to be recognized over a weighted-average period of 1.5 years. Cash received from the exercise of stock options by us during the years ended September 30, 2016 , 2015 and 2014 was $6.3 million , $0.8 million and $9.6 million , respectively. Restricted Stock Units and Restricted Stock In the year ended September 30, 2016 , we granted 506,943 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, 2016 , 2015 and 2014 , we granted 57,759 , 73,662 and 26,874 , respectively, of restricted common shares to our directors. During fiscal year 2016 , 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, 2016 , 2015 and 2014 , we recorded $5.3 million , $4.3 million and $2.6 million , 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, 2016 , the unrecognized stock-based compensation related to restricted stock awards was $6.6 million and is expected to be recognized over a weighted-average period of 1.8 years. Restricted share activity during the year ended September 30, 2016 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2015 371,395 $ 16.56 Granted(1) 564,702 12.29 Vested (263,499 ) 14.51 Forfeited (66,154 ) 15.15 Outstanding at September 30, 2016 606,444 $ 13.63 (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, 2016 , 2015 and 2014 was $3.5 million , $3.1 million and $2.8 million , respectively. The fair value of shares that were granted during the years ended September 30, 2016 , 2015 and 2014 was $6.9 million , $8.8 million and $4.3 million , respectively. The weighted average fair value at the grant date for restricted shares issued during the years ended September 30, 2016 , 2015 and 2014 was $12.29 , $16.05 and $20.88 , respectively. Due to tax deductions associated with option exercises and restricted share activities, we realized tax benefits of $1.0 million , a tax shortfall of $0.1 million and tax benefits of $10.2 million for the years ended September 30, 2016 , 2015 and 2014 , respectively. The realized 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: 2016 2015 2014 Expected life (in years) 6.00 5.93 6.00 Volatility 35.00 % 38.51 % 45.00 % Risk free interest rate 1.55 % 1.87 % 1.72 % Dividend yield — — — The weighted average fair value per option at the grant date for options issued during the years ended September 30, 2016 , 2015 , and 2014 was $4.38 , $6.52 and $9.36 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 October 31, 2026. 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, 2016 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2017 $ 9,265 $ 1,688 $ 10,953 2018 8,752 1,701 10,453 2019 7,091 1,655 8,746 2020 5,845 156 6,001 2021 4,485 39 4,524 Thereafter 17,092 — 17,092 $ 52,530 $ 5,239 $ 57,769 Total rent expense for the years ended September 30, 2016 , 2015 and 2014 was $11.9 million , $11.4 million and $6.6 million , respectively. Capital Lease Commitments We lease certain equipment under capital lease agreements that require minimum monthly payments that expire at various dates through June 30, 2024. The gross amount of these leases at September 30, 2016 and September 30, 2015 are $3.5 million and $3.3 million , respectively. Future minimum lease payments as of September 30, 2016 are as follows (in thousands): 2017 $ 1,482 2018 1,043 2019 504 2020 118 2021 89 Thereafter 245 3,481 Less: Interest (301 ) Total $ 3,180 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, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 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 $2.4 million , $2.1 million and $1.6 million during the years ended September 30, 2016 , 2015 and 2014 , respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Year Ended September 30, 2016 2015 2014 (in thousands) Cash payments for: Interest $ 33,349 $ 32,551 $ 24,440 Income taxes $ 37,193 $ 16,996 $ 24,457 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 1,780 $ 333 $ 1,528 Property and equipment disposed of pursuant to termination of capital leases $ — $ — $ (5,414 ) |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for quarters ended December 31, 2014 through September 30, 2016 is as follows (in thousands except per share data): September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 Quarter Ended: Net sales $ 365,595 $ 375,186 $ 376,742 $ 359,843 Gross profit 95,485 99,241 102,337 96,629 Net income 23,261 24,016 23,492 20,609 Basic net income per share (2) $ 0.24 $ 0.25 $ 0.24 $ 0.21 Diluted net income per share (2) $ 0.24 $ 0.24 $ 0.24 $ 0.21 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 Quarter Ended: Net sales $ 369,654 $ 368,706 $ 385,559 $ 373,696 Gross profit 6,131 103,355 109,086 105,923 Net (loss) income (1) (213,999 ) 16,479 23,046 19,730 Basic net (loss) income per share (2) $ (2.21 ) $ 0.17 $ 0.24 $ 0.20 Diluted net (loss) income per share (2) $ (2.21 ) $ 0.17 $ 0.24 $ 0.20 1. During the three months ended September 30, 2015, we recorded charges to cost of sales of $83.4 million for the increase in our E&O reserve and related items, and a non-cash goodwill impairment charge of $263.8 million . See Note 2, Note 5 and Note 8 for additional information. 2. Net income (loss) per share calculations for each quarter are based on the weighted average basic and diluted shares outstanding for that quarter and may not total to the full year amount. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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, 2016 North America Rest of World Consolidated Net sales $ 1,185,315 $ 292,051 $ 1,477,366 Income from operations 113,426 45,324 158,750 Interest expense, net (32,584 ) (4,317 ) (36,901 ) Provision for income taxes (26,134 ) (8,078 ) (34,212 ) Total assets 1,657,716 298,489 1,956,205 Goodwill 515,876 63,989 579,865 Capital expenditures (12,860 ) (1,132 ) (13,992 ) Depreciation and amortization 24,497 3,483 27,980 Changes in the goodwill balance in the year ended September 30, 2016 are due to foreign currency exchange rate changes related to the Rest of World segment. See Note 8 for further information. Year Ended September 30, 2015 North America Rest of World Consolidated Net sales $ 1,198,201 $ 299,414 $ 1,497,615 (Loss) income from operations (222,719 ) 16,354 (206,365 ) Interest expense, net (32,912 ) (4,180 ) (37,092 ) Benefit (provision) for income taxes 94,450 (7,578 ) 86,872 Total assets 1,709,904 311,069 2,020,973 Goodwill 515,876 74,711 590,587 Capital expenditures (8,300 ) (1,331 ) (9,631 ) Depreciation and amortization 23,548 4,178 27,726 Changes in the goodwill balance in the year ended September 30, 2015 included a non-cash impairment charge of $263.8 million relate to the North America. See Note 8 for further information. Year Ended September 30, 2014 North America Rest of World Consolidated Net sales $ 1,030,511 $ 325,366 $ 1,355,877 Income from operations 145,357 38,577 183,934 Interest expense, net (25,836 ) (3,389 ) (29,225 ) Provision for income taxes (47,459 ) (7,347 ) (54,806 ) Capital expenditures (9,763 ) (754 ) (10,517 ) Depreciation and amortization 18,317 3,085 21,402 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, 2016 , 2015 , and 2014 , were as follows (dollars in thousands): Year Ended September 30, 2016 2015 2014 Sales % of Sales Sales % of Sales Sales % of Sales United States of America $ 1,087,691 73.6 % $ 1,101,385 73.5 % $ 950,058 70.1 % United Kingdom 195,473 13.2 % 190,661 12.7 % 180,535 13.3 % Other foreign counties 194,202 13.2 % 205,569 13.8 % 225,284 16.6 % All foreign counties 389,675 26.4 % 396,230 26.5 % 405,819 29.9 % Total $ 1,477,366 100.0 % $ 1,497,615 100.0 % $ 1,355,877 100.0 % We determine the geographic area based on the origin of the sale. Long-lived assets by geographic area, for the years ended September 30, 2016 and 2015 , were as follows (in thousands): Year Ended September 30, 2016 2015 United States of America $ 198,370 $ 205,679 All foreign countries 56,947 67,280 $ 255,317 $ 272,959 Product and Services Information Net sales by product categories, for the years ended September 30, 2016 , 2015 and 2014 were as follows (dollars in thousands): Year Ended September 30, 2016 2015 2014 Sales % of Sales Sales % of Sales Sales % of Sales Hardware $ 711,177 48.2 % $ 738,496 49.3 % $ 837,615 61.8 % Chemicals(1) 600,124 40.6 % 591,840 39.5 % 356,154 26.3 % Electronic components 105,207 7.1 % 107,918 7.2 % 109,616 8.1 % Bearings 34,662 2.3 % 33,602 2.3 % 31,729 2.3 % Machined parts and other 26,196 1.8 % 25,759 1.7 % 20,763 1.5 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % $ 1,355,877 100.0 % (1) We did not sell inventory classified as “Chemicals” prior to February 28, 2014. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 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 (GRP), which involved the immediate elimination of redundant positions and the closure and consolidation of various facilities in order to better align our workforce to the growth areas of our business and to streamline our operations in order to increase efficiency and effectiveness. As of September 30, 2016 , we materially completed the actions under the GRP. During the year ended September 30, 2016 , we recorded a net expense reduction of $185,000 related to the restructuring activities, consisting of $170,000 of additional employee severance and related costs, which was more than offset by an expense reduction of $355,000 related to the termination of leases and other expenses. Of these amounts, $183,000 of additional expenses was recorded in North America and $368,000 of expense reduction was recorded in Rest of World. Such net expense reduction was recorded in selling, general and administrative expenses in our consolidated statements of comprehensive income. Our restructuring liabilities were included in the accrued expenses and other current liabilities line of our consolidated balance sheets. The following table summarizes the activities affecting our restructuring liabilities described above during the year ended September 30, 2016 (in thousands): Foreign September 30, Additions/ Cash Currency September 30, 2015 Adjustments Payments Translation 2016 Employee severance $ 2,106 $ 170 $ (2,193 ) $ (15 ) $ 68 Lease termination costs and other 2,384 (355 ) (856 ) (77 ) 1,096 Total $ 4,490 $ (185 ) $ (3,049 ) $ (92 ) $ 1,164 The following table summarizes the total incurred restructuring costs by segment as of September 30, 2016 (in thousands): Restructuring Cash Foreign Restructuring Costs Accrued Payments Currency Costs Accrued Since Inception Year-to-date Translation September 30, North America segment $ 2,747 $ (2,095 ) $ 3 $ 655 Rest of World segment 1,558 (954 ) (95 ) 509 Total $ 4,305 $ (3,049 ) $ (92 ) $ 1,164 The remaining costs to be incurred under the GRP are not expected to differ significantly from the amount accrued as of September 30, 2016 . |
Subsequent Event
Subsequent Event | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On October 4, 2016, we entered into the Amendment to the Existing Credit Agreement. The Amendment modified the Existing Credit Agreement to replace the Borrower’s existing revolving credit facility with a new revolving credit facility in an aggregate principal amount of $180.0 million (the revolving facility) and the Borrower’s existing senior secured term loan A facility with a new senior secured term loan A facility in an aggregate principal amount of $400.0 million (the term loan A facility). The Amendment also modified the Existing Credit Agreement to (1) remove the Consolidated Net Interest Coverage Ratio (as defined in the Existing Credit Agreement) financial covenant set forth in the Existing Credit Agreement and (2) modify the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) levels in the financial covenant set forth in the Existing Credit Agreement to a maximum of 4.50 for the quarters ending September 30, 2016 and December 31, 2016, with step-downs to 4.25 for the quarters ending March 31, 2017 and June 30, 2017, 4.00 for the quarters ending September 30, 2017 and December 31, 2017, 3.75 for the quarters ending March 31, 2018 and June 30, 2018 and 3.50 for the quarter ending September 30, 2018 and thereafter. The Amendment also provided for additional amendments to the Existing Credit Agreement, including (1) permitting the corporate consolidation of the Company’s operations in the United Kingdom, (2) expanding the Company’s ability to enter into receivables financings, (3) increasing the maximum amount permitted to be incurred under a Cash-Capped Incremental Facility (as defined in the Credit Agreement) from $100 million to $150 million and (4) providing increased flexibility for future restructurings. The Credit Agreement provides for (1) a $400.0 million term loan A facility, (2) a $180.0 million revolving credit facility and (3) a $525.0 million senior secured term loan B facility (the “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.” As a result of the Amendment, we incurred $10.4 million in fees that were capitalized and will be amortized over the remaining life of the related debt. $1.9 million of the unamortized financing fees related to the Existing Credit Agreement will be written off as debt extinguishment loss in the three months ending December 31, 2016. On October 4, 2016, we repaid $1.3 million on our existing term loan A facility prior to the effectiveness of the Amendment, resulting in a $400.0 million balance. After the effectiveness of the Amendment, we borrowed $25.0 million on October 4, 2016 under our new $180.0 million revolving facility to pay the fees of our Amendment and fund our normal operations. As of October 4, 2016, the interest rate for borrowings under the revolving facility was 3.29% . The interest rate for the term loan A facility under the Credit Agreement is based on our Consolidated Total Leverage Ratio (as defined in the Credit Agreement) as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 2.75% for Eurocurrency loans and 1.00% to 1.75% 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 $400.0 million , with the balance due at maturity on October 4, 2021, subject to certain exceptions. The interest rate for the term loan B facility under the Credit Agreement 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 continues to amortize in equal quarterly installments of 0.25% of the original principal amount of $525.0 million , with the balance due at maturity on February 28, 2021. In July 2015, we entered into interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note12. The interest rate for the revolving facility under the Credit Agreement is based on our Consolidated Total Leverage Ratio as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 2.75% for Eurocurrency loans and 1.00% to 1.75% for ABR loans. The revolving facility expires on October 4, 2021, subject to certain exceptions. Our borrowings under the 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). The Credit Facilities 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. |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
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. |
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 products for which the first-in, first-out method is used. In-bound freight-related costs of $1.9 million , $1.7 million and $1.4 million as of September 30, 2016 , 2015 , and 2014 , 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 2015, we charged $33.0 million and $62.1 million 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 $33.0 million . 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 scrapping 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 |
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. |
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. |
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, 2016 and 2015 , which resulted in no goodwill impairment in the year ended September 30, 2016 and a goodwill impairment charge of $263.8 million 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 analysis. 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. |
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. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. |
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, 2016 , 2015 and 2014 , we made 12% , 13% , and 15% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this vendor were 3% and 7% of total accounts payable at September 30, 2016 and 2015 , respectively. Additionally, for the years ended September 30, 2016 , 2015 and 2014 , we made 8% , 9% , and 15% , respectively, of our purchases from Alcoa Fastening Systems and the amounts payable to this vendor were 3% and 6% of total accounts payable at September 30, 2016 and 2015 , 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, 2016 , 2015 and 2014 , 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 15% , 14% and 9% of our net sales during fiscal 2016 , 2015 and 2014 , 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. |
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. Compensation expense for awards with total stockholder return metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporats stock price correlation and other variables over the time horizons matching the performance periods. |
Net Loss or Net Income Per Share | Net Income or Net Loss Per Share Basic net income or net loss per share is computed by dividing net income or net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income or net loss 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. |
New Accounting Standards Update | New Accounting Standards Updates In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods therein. Early application is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting . ASU 2016-07 eliminates the requirement that when an investment subsequently qualifies for use of the equity method as a result of an increase in level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. In addition, ASU 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We do not anticipate the adoption of ASU 2016-07 will have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach shall be used when adopting ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted for certain provisions. We are currently evaluating the impact of ASU 2016-01 related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In September 2015, FASB issued ASU 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. As of September 30, 2016, we did not have any provisional amounts outstanding from prior acquisitions. In August 2015, the FASB issued ASU 2015-15, Interest — Imputation of Interest (Subtopic 835-30): 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 do not anticipate the adoption of ASU 2015-15 will have a significant impact on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): 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. 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. The adoption of ASU 2015-03 will reduce our non-current assets and non-current debt by the amount of our net deferred financing costs in our consolidated balance sheets but will not impact our consolidated statements of comprehensive income and consolidated statements of cash flow. As of September 30, 2016 and 2015, our deferred financing costs, net was $8.7 million and $11.2 million , respectively. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): 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 do not anticipate the adoption of ASU 2014-12 will have a significant impact on our consolidated financial statements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively (collectively the “amended ASU 2014-09”). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) with the customer, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue when each performance obligation is satisfied. The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date for the amended ASU 2014-09 is 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 the amended ASU 2014-09 on our consolidated financial statements and the implementation approach to be used. Adopted Accounting Standards Updates Effective July 1, 2016, we elected to early adopt ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes on a prospective basis. This guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. The adoption of ASU 2015-17 had no impact on our results of operations or cash flows for the year ended September 30, 2016. Effective January 1, 2016, we elected to early adopt ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . This 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. We elected to adopt the amendments prospectively for all arrangements entered into or materially modified after January 1, 2016. The adoption of ASU 2015-05 does not have a significant impact on our consolidated financial statements. We record the qualified cloud-based software license fees as software intangible assets instead of prepaid expenses, and amortize them over the contract length as software amortization expense instead of service expense. Both amortization expense and service expense are included in the selling, general and administrative expense line of our consolidated statement of comprehensive income, resulting in no significant impact on our income from operations, net income or cash flows. |
Revision of Revision of Supplemental Cash Flow Information | |
Revision of Supplemental Cash Flow Information | Revision of Supplemental Cash Flow Information We determined that our 2015 cash paid for interest of $15.7 million as reported in our 2015 Annual Report on Form 10-K is understated. The correct amount is $32.6 million . We have revised our 2015 cash paid for interest amount to present the correct amount in Note 19. The misstatement had no effect on previously reported income from operations, net income or cash flows for the year ended September 30, 2015 and the interim periods within that year. We have evaluated the misstatement and do not believe it is material to the financial statements for the year ended September 30, 2015. |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
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, 2016 $ 5,892 $ (846 ) $ (1,200 ) $ 3,846 Year ended as of September 30, 2015 5,332 1,121 (561 ) 5,892 Year ended as of September 30, 2014 4,464 1,159 (291 ) 5,332 |
Schedule of useful lives and lease terms for depreciable assets | 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of pro forma financial results of acquisition | 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 Pro forma net sales $ 1,591,538 Pro forma net income $ 102,652 Pro forma net income per common share amounts: Basic net income $ 1.07 Diluted net income $ 1.05 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net, consist of the following at September 30 (in thousands): 2016 2015 Land, buildings and improvements $ 29,392 $ 27,152 Machinery and equipment 18,288 17,874 Furniture and fixtures 6,319 5,768 Vehicles 1,288 1,339 Computer hardware and software 36,274 33,226 Construction in progress 11,333 2,186 102,894 87,545 Less: accumulated depreciation (52,369 ) (40,569 ) Property and equipment, net $ 50,525 $ 46,976 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | A reconciliation of our goodwill balance is as follows (in thousands): North America, Rest of World Consolidated 2016 2015 2016 2015 2016 2015 Beginning balance, gross $ 779,647 $ 779,395 $ 74,711 $ 82,180 $ 854,358 $ 861,575 Accumulated impairment $ (263,771 ) $ — $ — $ — $ (263,771 ) $ — Beginning balance, net $ 515,876 $ 779,395 $ 74,711 $ 82,180 $ 590,587 $ 861,575 Foreign currency translation — 65 (10,722 ) (7,532 ) (10,722 ) (7,467 ) Haas acquisition — 187 — 63 — 250 Goodwill impairment — (263,771 ) — — — (263,771 ) Ending balance, gross $ 779,647 $ 779,647 $ 63,989 $ 74,711 $ 843,636 $ 854,358 Accumulated impairment $ (263,771 ) $ (263,771 ) $ — $ — $ (263,771 ) $ (263,771 ) Ending balance, net $ 515,876 $ 515,876 $ 63,989 $ 74,711 $ 579,865 $ 590,587 |
Schedule of gross amounts and accumulated amortization of intangible assets | As of September 30, 2016 and 2015 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2016 2015 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships (12 to 20 year life) $ 173,437 $ (53,829 ) $ 178,858 $ (45,057 ) Trademarks (5 years to indefinite life) 53,034 (2,618 ) 56,153 (3,661 ) Backlog (2 year life) 4,327 (4,327 ) 4,327 (4,327 ) Non-compete agreements (3 to 4 year life) 1,457 (1,457 ) 1,457 (1,457 ) Technology (10 year life) 32,481 (8,391 ) 33,607 (4,511 ) Total intangible assets $ 264,736 $ (70,622 ) $ 274,402 $ (59,013 ) |
Schedule of estimated future amortization expense | Estimated future intangible amortization expense at September 30, 2016 is as follows (in thousands): 2017 $ 14,582 2018 14,582 2019 14,582 2020 14,448 2021 14,045 Thereafter 84,042 $ 156,281 |
Accrued Expenses and Other Cu35
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2016 2015 Accrued compensation and related expenses $ 10,067 $ 16,054 Accrued commissions 986 2,127 Accrual for professional fees 1,069 2,438 Accrued customer rebates 3,931 640 Accrued taxes (property, sales and use) 150 1,046 Accrued interest 125 1,241 Accrual for undermarket contracts 1,164 1,671 Accrued profit sharing 325 370 Accrued freight and duty 781 732 Accrual for restructuring 1,164 4,490 Interest rate swap 1,059 1,903 Other accruals 5,603 6,184 Accrued expenses and other current liabilities $ 26,424 $ 38,896 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
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, 2016 September 30, 2015 Carrying Amount Fair Value Carrying Amount Fair Value $625,000 term loan A $ 401,344 $ 401,344 $ 477,344 $ 476,150 $525,000 term loan B 440,562 435,716 475,562 467,002 $200,000 revolving facility — — — — Interest rate swap hedge liabilities 6,672 6,672 4,088 4,088 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt consists of the following (in thousands): September 30, 2016 2015 $625,000 term loan A $ 401,344 $ 477,344 $525,000 term loan B 440,562 475,562 $200,000 revolving facility — — 841,906 952,906 Less: current portion — — Long-term debt $ 841,906 $ 952,906 |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt as of September 30, 2016 are as follows (in thousands): Years Ended September 30, 2017 $ — 2018 401,344 2019 — 2020 — 2021 440,562 $ 841,906 |
Derivative Financial Instrume38
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the notional principal amounts at September 30, 2016 and 2015 of our interest rate swap agreements discussed above (in thousands). We did not have foreign exchange forward contracts as of September 30, 2016 and 2015 . Derivative Notional September 30, 2016 September 30, 2015 Instruments designated as accounting hedges: Interest rate contracts $ 425,000 $ 475,000 |
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, 2016 and 2015 (in thousands). We did not have foreign exchange forward contracts as of September 30, 2016 and 2015 . Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2016 2015 Instruments designated as accounting hedges: Interest rate swap contracts Accrued expenses and other current liabilities $ 1,057 $ 1,902 Other liabilities $ 5,615 $ 2,186 |
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 hedging instruments (net of income tax benefit), which were transferred from AOCI to our consolidated statement of comprehensive income (loss) for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have any hedge instruments in the year ended September 30, 2014. Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2016 2015 2014 Interest rate swap contracts Interest expense, net $ (1,344 ) $ (4 ) — |
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 loss for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have any hedge instruments in the year ended September 30, 2014. Years Ended September 30, Cash Flow Derivatives 2016 2015 2014 Interest rate swap contracts $ (2,973 ) $ (2,581 ) — |
Schedule of derivative instruments, gain (loss) | The following table provides a summary of changes to our accumulated other comprehensive income (loss) related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2016 and 2015 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2016 2015 Balance at Beginning of Period $ (2,577 ) $ — Change in fair value of hedging instruments (2,973 ) (2,581 ) Amounts reclassified to earnings 1,344 4 Net current period other comprehensive income (1,629 ) (2,577 ) Balance at End of Period $ (4,206 ) $ (2,577 ) The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated earnings and comprehensive income for the years ended September 30, 2016 , 2015 and 2014 (in thousands). We did not have such derivative instruments in the years ended September 30, 2015 and 2014. Instruments Not Designated As Hedging Instruments Location in Consolidated Statement of Comprehensive Income Years Ended September 30, 2016 2015 2014 Foreign exchange contract Other income (loss), net $ (5,606 ) — — |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of components of other comprehensive loss and related tax effects | The components of other comprehensive loss and related tax effects for each period were as follows (dollars in thousands): Year Ended September 30, 2016 Year Ended September 30, 2015 Year Ended September 30, 2014 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives (4,716 ) 1,743 (2,973 ) (4,094 ) 1,513 (2,581 ) — — — Less: adjustment for losses on derivatives included in net income 2,132 (788 ) 1,344 6 (2 ) 4 — — — Change in net foreign currency translation adjustment (39,211 ) — (39,211 ) (25,322 ) — (25,322 ) (633 ) — (633 ) Other comprehensive loss $ (41,795 ) $ 955 $ (40,840 ) $ (29,410 ) $ 1,511 $ (27,899 ) $ (633 ) $ — $ (633 ) |
Schedule of other comprehensive loss | The changes in accumulated other comprehensive loss by component and related tax effects for each period were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized Losses on Derivative Instruments Total Balance at September 30, 2013 $ (10,189 ) $ — $ (10,189 ) Other Comprehensive loss before reclassifications (633 ) — (633 ) Tax effects — — — Other comprehensive loss (633 ) — (633 ) Balance at September 30, 2014 $ (10,822 ) $ — $ (10,822 ) Other Comprehensive loss before reclassifications (25,322 ) (4,094 ) (29,416 ) Amounts reclassified out of accumulated other loss — 6 6 Tax effects — 1,511 1,511 Other comprehensive loss (25,322 ) (2,577 ) (27,899 ) Balance at September 30, 2015 (36,144 ) (2,577 ) (38,721 ) Other Comprehensive loss before reclassifications (39,211 ) (4,716 ) (43,927 ) Amounts reclassified out of accumulated other loss — 2,132 2,132 Tax effects — 955 955 Other comprehensive loss (39,211 ) (1,629 ) (40,840 ) Balance at September 30, 2016 $ (75,355 ) $ (4,206 ) $ (79,561 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss) income per share | The following table presents net income (loss) per share and related information (dollars in thousands): Years Ended September 30, 2016 2015 2014 Net income (loss) $ 91,378 $ (154,744 ) $ 102,102 Basic weighted average shares outstanding 97,634,155 96,955,043 95,950,994 Dilutive effect of stock options and restricted shares 531,701 — 1,654,789 Dilutive weighted average shares outstanding 98,165,856 96,955,043 97,605,783 Basic net income (loss) per share $ 0.94 $ (1.60 ) $ 1.06 Diluted net income (loss) per share $ 0.93 $ (1.60 ) $ 1.05 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before provision for income taxes | Income (loss) before benefit or provision for income taxes for the years ended September 30, 2016 , 2015 and 2014 was as follows (in thousands): 2016 2015 2014 U.S. (loss) income $ 63,614 $ (242,864 ) $ 112,841 Foreign income 61,976 1,248 44,067 Total $ 125,590 $ (241,616 ) $ 156,908 |
Schedule of components of the Company's income tax provision | The components of our income tax provision (benefit) for the years ended September 30, 2016 , 2015 and 2014 were as follows (in thousands): 2016 2015 2014 Current provision Federal $ 7,315 $ 24,797 $ 32,204 State and local 1,134 1,726 1,920 Foreign 12,482 13,247 9,625 Subtotal 20,931 39,770 43,749 Deferred provision (benefit) Federal 10,979 (105,748 ) 9,756 State and local 1,108 (12,543 ) 1,497 Foreign 1,194 (8,351 ) (196 ) Subtotal 13,281 (126,642 ) 11,057 Provision (benefit) for income taxes $ 34,212 $ (86,872 ) $ 54,806 |
Schedule of reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | A reconciliation of our provision (benefit) for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Provision(benefit) for income taxes at statutory rate $ 43,956 35.00 % $ (84,566 ) 35.00 % $ 54,917 35.00 % State taxes, net of tax benefit 1,458 1.16 % (7,002 ) 2.90 % 2,221 1.42 % Deemed foreign dividends 3,963 3.16 % 4,289 (1.78 )% 7,091 4.52 % Nondeductible items (1,912 ) (1.52 )% (642 ) 0.27 % 1,114 0.71 % Other (251 ) (0.21 )% 2,357 (0.98 )% 1,176 0.75 % Impact of foreign operations (8,015 ) (6.38 )% 2,125 (0.88 )% (5,707 ) (3.64 )% Foreign tax credit (4,313 ) (3.43 )% (4,205 ) 1.74 % (5,329 ) (3.40 )% Tax contingencies (674 ) (0.54 )% 772 (0.32 )% (677 ) (0.43 )% Actual provision(benefit) for income taxes $ 34,212 27.24 % $ (86,872 ) 35.95 % $ 54,806 34.93 % |
Schedule of components deferred income tax assets (liabilities) | As of September 30, 2016 and 2015 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2016 2015 Deferred tax assets - Current Inventories $ — $ 86,812 Reserves and other accruals — 417 Compensation accruals — 2,965 Other — 1,123 Deferred tax assets - Non-current Inventories 88,000 — Reserves and other accruals 412 — Compensation accruals 1,060 — Stock options 3,674 3,256 Net operating losses and tax credits 16,827 14,523 Other 2,119 419 Total deferred tax assets 112,092 109,515 Deferred tax (liabilities) - Non-current Property and equipment (355 ) (1,937 ) Deferred financing costs (38 ) 4 Goodwill and intangible assets (52,072 ) (36,069 ) Total deferred tax liabilities - non-current (52,465 ) (38,002 ) Valuation allowance (5,548 ) (5,961 ) Net deferred tax assets (liabilities) $ 54,079 $ 65,552 |
Schedule of unrecognized tax benefits | The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2016 , 2015 and September 30, 2014 are as follows (in thousands): 2016 2015 2014 Beginning balance $ 2,725 $ 1,901 $ — Increases related to tax positions taken during a prior year — 1,716 2,491 Decreases related to tax positions taken during a prior year — — (590 ) Increases related to tax positions taken during the current year — — — Decreases related to settlements with taxing authorities (579 ) — — Decreases related to expiration of statute of limitations (113 ) (892 ) — Changes due to translation of foreign currencies 133 — — Ending balance $ 2,166 $ 2,725 $ 1,901 |
Schedule of valuation allowance | valuation allowance has been recorded against these deferred tax assets (in thousands). Beginning Balance Valuation Allowance Recorded During The Period Ending Balance Valuation allowance for deferred tax assets: Year ended September 30, 2016 $ 5,961 $ (413 ) $ 5,548 Year ended September 30, 2015 4,930 1,031 5,961 Year ended September 30, 2014 — 4,930 4,930 |
Stock-Based and Other Compens42
Stock-Based and Other Compensation Arrangements (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of options activity | The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value(1) Options outstanding at September 30, 2015 3,242,018 $ 12.09 5.15 $ 8,954 Granted 656,247 $ 12.07 Exercised (798,740 ) $ 7.94 Forfeited options (399,368 ) $ 17.12 Options outstanding at September 30, 2016 2,700,157 $ 12.59 6.07 $ 6,833 Options exercisable at September 30, 2016 2,101,492 $ 12.32 5.10 $ 6,274 (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 | Restricted share activity during the year ended September 30, 2016 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2015 371,395 $ 16.56 Granted(1) 564,702 12.29 Vested (263,499 ) 14.51 Forfeited (66,154 ) 15.15 Outstanding at September 30, 2016 606,444 $ 13.63 (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 | The weighted average assumptions used to value the option grants are as follows: 2016 2015 2014 Expected life (in years) 6.00 5.93 6.00 Volatility 35.00 % 38.51 % 45.00 % Risk free interest rate 1.55 % 1.87 % 1.72 % Dividend yield — — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments under operating leases | Future minimum rental payments under operating leases as of September 30, 2016 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2017 $ 9,265 $ 1,688 $ 10,953 2018 8,752 1,701 10,453 2019 7,091 1,655 8,746 2020 5,845 156 6,001 2021 4,485 39 4,524 Thereafter 17,092 — 17,092 $ 52,530 $ 5,239 $ 57,769 |
Schedule of future minimum rental payments under capital leases | Future minimum lease payments as of September 30, 2016 are as follows (in thousands): 2017 $ 1,482 2018 1,043 2019 504 2020 118 2021 89 Thereafter 245 3,481 Less: Interest (301 ) Total $ 3,180 |
Supplemental Cash Flow Inform44
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Year Ended September 30, 2016 2015 2014 (in thousands) Cash payments for: Interest $ 33,349 $ 32,551 $ 24,440 Income taxes $ 37,193 $ 16,996 $ 24,457 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 1,780 $ 333 $ 1,528 Property and equipment disposed of pursuant to termination of capital leases $ — $ — $ (5,414 ) |
Quarterly Financial Data (una45
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for quarters ended December 31, 2014 through September 30, 2016 is as follows (in thousands except per share data): September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 Quarter Ended: Net sales $ 365,595 $ 375,186 $ 376,742 $ 359,843 Gross profit 95,485 99,241 102,337 96,629 Net income 23,261 24,016 23,492 20,609 Basic net income per share (2) $ 0.24 $ 0.25 $ 0.24 $ 0.21 Diluted net income per share (2) $ 0.24 $ 0.24 $ 0.24 $ 0.21 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 Quarter Ended: Net sales $ 369,654 $ 368,706 $ 385,559 $ 373,696 Gross profit 6,131 103,355 109,086 105,923 Net (loss) income (1) (213,999 ) 16,479 23,046 19,730 Basic net (loss) income per share (2) $ (2.21 ) $ 0.17 $ 0.24 $ 0.20 Diluted net (loss) income per share (2) $ (2.21 ) $ 0.17 $ 0.24 $ 0.20 1. During the three months ended September 30, 2015, we recorded charges to cost of sales of $83.4 million for the increase in our E&O reserve and related items, and a non-cash goodwill impairment charge of $263.8 million . See Note 2, Note 5 and Note 8 for additional information. 2. Net income (loss) per share calculations for each quarter are based on the weighted average basic and 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, 2016 | |
Segment Reporting [Abstract] | |
Schedule of net sales and other financial information by business segment | Year Ended September 30, 2015 North America Rest of World Consolidated Net sales $ 1,198,201 $ 299,414 $ 1,497,615 (Loss) income from operations (222,719 ) 16,354 (206,365 ) Interest expense, net (32,912 ) (4,180 ) (37,092 ) Benefit (provision) for income taxes 94,450 (7,578 ) 86,872 Total assets 1,709,904 311,069 2,020,973 Goodwill 515,876 74,711 590,587 Capital expenditures (8,300 ) (1,331 ) (9,631 ) Depreciation and amortization 23,548 4,178 27,726 The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2016 North America Rest of World Consolidated Net sales $ 1,185,315 $ 292,051 $ 1,477,366 Income from operations 113,426 45,324 158,750 Interest expense, net (32,584 ) (4,317 ) (36,901 ) Provision for income taxes (26,134 ) (8,078 ) (34,212 ) Total assets 1,657,716 298,489 1,956,205 Goodwill 515,876 63,989 579,865 Capital expenditures (12,860 ) (1,132 ) (13,992 ) Depreciation and amortization 24,497 3,483 27,980 Year Ended September 30, 2014 North America Rest of World Consolidated Net sales $ 1,030,511 $ 325,366 $ 1,355,877 Income from operations 145,357 38,577 183,934 Interest expense, net (25,836 ) (3,389 ) (29,225 ) Provision for income taxes (47,459 ) (7,347 ) (54,806 ) Capital expenditures (9,763 ) (754 ) (10,517 ) Depreciation and amortization 18,317 3,085 21,402 |
Schedule of net sales by geographical area | Net sales by geographic area, for the years ended September 30, 2016 , 2015 , and 2014 , were as follows (dollars in thousands): Year Ended September 30, 2016 2015 2014 Sales % of Sales Sales % of Sales Sales % of Sales United States of America $ 1,087,691 73.6 % $ 1,101,385 73.5 % $ 950,058 70.1 % United Kingdom 195,473 13.2 % 190,661 12.7 % 180,535 13.3 % Other foreign counties 194,202 13.2 % 205,569 13.8 % 225,284 16.6 % All foreign counties 389,675 26.4 % 396,230 26.5 % 405,819 29.9 % Total $ 1,477,366 100.0 % $ 1,497,615 100.0 % $ 1,355,877 100.0 % |
Schedule of long-lived assets by geographic area | Long-lived assets by geographic area, for the years ended September 30, 2016 and 2015 , were as follows (in thousands): Year Ended September 30, 2016 2015 United States of America $ 198,370 $ 205,679 All foreign countries 56,947 67,280 $ 255,317 $ 272,959 |
Schedule of net sales by product categories | Net sales by product categories, for the years ended September 30, 2016 , 2015 and 2014 were as follows (dollars in thousands): Year Ended September 30, 2016 2015 2014 Sales % of Sales Sales % of Sales Sales % of Sales Hardware $ 711,177 48.2 % $ 738,496 49.3 % $ 837,615 61.8 % Chemicals(1) 600,124 40.6 % 591,840 39.5 % 356,154 26.3 % Electronic components 105,207 7.1 % 107,918 7.2 % 109,616 8.1 % Bearings 34,662 2.3 % 33,602 2.3 % 31,729 2.3 % Machined parts and other 26,196 1.8 % 25,759 1.7 % 20,763 1.5 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % $ 1,355,877 100.0 % (1) We did not sell inventory classified as “Chemicals” prior to February 28, 2014. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activities affecting our restructuring liabilities described above during the year ended September 30, 2016 (in thousands): Foreign September 30, Additions/ Cash Currency September 30, 2015 Adjustments Payments Translation 2016 Employee severance $ 2,106 $ 170 $ (2,193 ) $ (15 ) $ 68 Lease termination costs and other 2,384 (355 ) (856 ) (77 ) 1,096 Total $ 4,490 $ (185 ) $ (3,049 ) $ (92 ) $ 1,164 The following table summarizes the total incurred restructuring costs by segment as of September 30, 2016 (in thousands): Restructuring Cash Foreign Restructuring Costs Accrued Payments Currency Costs Accrued Since Inception Year-to-date Translation September 30, North America segment $ 2,747 $ (2,095 ) $ 3 $ 655 Rest of World segment 1,558 (954 ) (95 ) 509 Total $ 4,305 $ (3,049 ) $ (92 ) $ 1,164 |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Sep. 30, 2016location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Minimum stocking locations | 57 |
Basis of Presentation and Sum49
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounts receivable | |||
Interest | $ 33,349 | $ 32,551 | $ 24,440 |
Allowance for doubtful accounts activity | |||
Allowance for doubtful accounts receivable, current, beginning balance | 5,892 | 5,332 | 4,464 |
Allowance for doubtful accounts receivable, current, changes to cost and expenses | (846) | 1,121 | 1,159 |
Allowance for doubtful accounts receivable, current, write-offs | (1,200) | (561) | (291) |
Allowance for doubtful accounts receivable, current, ending balance | $ 3,846 | 5,892 | $ 5,332 |
Minimum | |||
Accounts receivable | |||
Accounts receivable dating | 30 days | ||
Maximum | |||
Accounts receivable | |||
Accounts receivable dating | 60 days | ||
Scenario, previously reported | Cash paid for interest | |||
Accounts receivable | |||
Interest | 15,700 | ||
Restatement adjustment | Cash paid for interest | |||
Accounts receivable | |||
Interest | $ 32,600 |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Inventories | ||||
Freight related costs | $ 1,900,000 | $ 1,700,000 | $ 1,400,000 | |
Impairment of inventory | 33,000,000 | |||
Increase to E&O reserve | 62,100,000 | |||
Inventory Adjustments | ||||
Increase in inventory reserve | $ 250,700,000 | 250,700,000 | 264,100,000 | |
Deferred Financing Costs | ||||
Deferred financing costs | 4,627,000 | 4,354,000 | 3,300,000 | |
Remaining unamortized deferred financing costs | 8,747,000 | 8,747,000 | 11,248,000 | |
Goodwill and Indefinite-Lived Intangible Assets | ||||
Goodwill impairment | 263,800,000 | 0 | 263,771,000 | $ 0 |
Lack of marketability for inventory specific to one program | ||||
Inventory Adjustments | ||||
Increase in inventory reserve | $ 33,000,000 | |||
Implementation of new strategy | ||||
Inventory Adjustments | ||||
Increase in inventory reserve | $ 43,800,000 | $ 43,800,000 | ||
Building And Building Improvements | Minimum | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 1 year | |||
Building And Building Improvements | Maximum | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 39 years 6 months | |||
Machinery and equipment | Minimum | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 5 years | |||
Machinery and equipment | Maximum | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 7 years | |||
Furniture and fixtures | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 7 years | |||
Vehicles | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 5 years | |||
Computer hardware and software | Minimum | ||||
Inventory Adjustments | ||||
Useful lives and lease terms for depreciable assets | 3 years |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Shipping and Handling Costs | |||
Shipping and handling revenues | $ 5.1 | $ 7.8 | $ 7 |
Shipping and handling costs | 28 | 33.2 | 24.8 |
Foreign Currency Translation | |||
Foreign currency transaction gains and (losses) | $ 3.2 | $ 0.6 | $ 1.6 |
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 | Supplier concentration risk | Precision Castparts Corporation | |||
Shipping and Handling Costs | |||
Concentration risk | 12.00% | 13.00% | 15.00% |
Cost of goods total | Supplier concentration risk | Alcoa Fastening Systems | |||
Shipping and Handling Costs | |||
Concentration risk | 8.00% | 9.00% | 15.00% |
Accounts payable | Supplier concentration risk | Precision Castparts Corporation | |||
Shipping and Handling Costs | |||
Concentration risk | 3.00% | 7.00% | |
Accounts payable | Supplier concentration risk | Alcoa Fastening Systems | |||
Shipping and Handling Costs | |||
Concentration risk | 3.00% | 6.00% | |
Accounts receivable | Customer concentration risk | U.S. Defense Logistics Agency or Defense Contractors [Member] | |||
Shipping and Handling Costs | |||
Concentration risk | 15.00% | 14.00% | 9.00% |
Basis of Presentation and Sum52
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) | 12 Months Ended |
Sep. 30, 2016 | |
Performance Shares | |
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 |
Recent Accounting Pronounceme53
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Sep. 30, 2015 |
Accounting Changes and Error Corrections [Abstract] | ||
Deferred finance costs, net | $ 8.7 | $ 11.2 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 28, 2014 | |
Allocation of the balance sheet upon acquisition | ||||||||||||
Consolidated revenues | $ 365,595 | $ 375,186 | $ 376,742 | $ 359,843 | $ 369,654 | $ 368,706 | $ 385,559 | $ 373,696 | $ 1,477,366 | $ 1,497,615 | $ 1,355,877 | |
Net income (loss) | $ 23,261 | $ 24,016 | $ 23,492 | $ 20,609 | $ (213,999) | $ 16,479 | $ 23,046 | $ 19,730 | $ 91,378 | $ (154,744) | $ 102,102 | |
Unaudited pro forma information | ||||||||||||
Basic net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.25 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.94 | $ (1.60) | $ 1.06 | |
Diluted net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.93 | $ (1.60) | $ 1.05 | |
Haas Group Inc | ||||||||||||
Allocation of the balance sheet upon acquisition | ||||||||||||
Noncontrolling interest, ownership percentage | 100.00% | |||||||||||
Consolidated revenues | $ 591,800 | $ 356,200 | ||||||||||
Net income (loss) | $ (600) | 2,900 | ||||||||||
Unaudited pro forma information | ||||||||||||
Pro forma net sales | 1,591,538 | |||||||||||
Pro forma net income | $ 102,652 | |||||||||||
Basic net (loss) income per share (in dollars per share) | $ 1.07 | |||||||||||
Diluted net (loss) income per share (in dollars per share) | $ 1.05 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Inventory [Line Items] | |||
E&O Reserve | $ 250,700 | $ 264,100 | |
Inventory provision | $ 14,615 | 95,052 | $ 17,700 |
Inventory valuation reserve | |||
Inventory [Line Items] | |||
E&O Reserve | 33,000 | ||
Valuation allowances and reserves, adjustments | $ 43,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Majority Shareholder | Management Agreement | |||
Related Party Transactions | |||
Annual management fee | $ 1,000,000 | ||
Expenses incurred | 1,300,000 | $ 1,100,000 | $ 1,100,000 |
Chief Executive Officer | Lease Agreements | |||
Related Party Transactions | |||
Expenses incurred | $ 1,800,000 | $ 1,700,000 | $ 1,800,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 102,894 | $ 87,545 | |
Less: accumulated depreciation | (52,369) | (40,569) | |
Property and equipment, net | 50,525 | 46,976 | |
Depreciation and amortization expense | 12,100 | 11,800 | $ 8,800 |
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 29,392 | 27,152 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,288 | 17,874 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,319 | 5,768 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,288 | 1,339 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 36,274 | 33,226 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 11,333 | 2,186 | |
Assets held under capital leases | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,900 | 7,100 | |
Less: accumulated depreciation | (5,800) | (4,100) | |
Depreciation and amortization expense | $ 1,500 | $ 1,500 | $ 1,400 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Change in goodwill | |||||
Beginning balance, goodwill, gross | $ 843,636,000 | $ 854,358,000 | $ 843,636,000 | $ 854,358,000 | $ 861,575,000 |
Beginning balance, goodwill, impaired, accumulated impairment loss | (263,771,000) | 0 | |||
Beginning balance, goodwill, net | 590,587,000 | 861,575,000 | |||
Foreign currency translation | (10,722,000) | (7,467,000) | |||
Haas acquisition | 0 | 250,000 | |||
Goodwill impairment | (263,800,000) | 0 | (263,771,000) | 0 | |
Ending balance, goodwill, impaired, accumulated impairment loss | (263,771,000) | (263,771,000) | (263,771,000) | (263,771,000) | 0 |
Ending balance, goodwill, net | 579,865,000 | 590,587,000 | 579,865,000 | 590,587,000 | 861,575,000 |
North America | |||||
Change in goodwill | |||||
Beginning balance, goodwill, gross | 779,647,000 | 779,647,000 | 779,647,000 | 779,647,000 | 779,395,000 |
Beginning balance, goodwill, impaired, accumulated impairment loss | (263,771,000) | 0 | |||
Beginning balance, goodwill, net | 515,876,000 | 779,395,000 | |||
Foreign currency translation | 0 | 65,000 | |||
Haas acquisition | 0 | 187,000 | |||
Goodwill impairment | (263,800,000) | 0 | (263,771,000) | ||
Ending balance, goodwill, impaired, accumulated impairment loss | (263,771,000) | (263,771,000) | (263,771,000) | (263,771,000) | 0 |
Ending balance, goodwill, net | 515,876,000 | 515,876,000 | 515,876,000 | 515,876,000 | 779,395,000 |
Rest of World | |||||
Change in goodwill | |||||
Beginning balance, goodwill, gross | 63,989,000 | 74,711,000 | 63,989,000 | 74,711,000 | 82,180,000 |
Beginning balance, goodwill, impaired, accumulated impairment loss | 0 | 0 | |||
Beginning balance, goodwill, net | 74,711,000 | 82,180,000 | |||
Foreign currency translation | (10,722,000) | (7,532,000) | |||
Haas acquisition | 0 | 63,000 | |||
Goodwill impairment | 0 | 0 | |||
Ending balance, goodwill, impaired, accumulated impairment loss | 0 | 0 | 0 | 0 | 0 |
Ending balance, goodwill, net | $ 63,989,000 | $ 74,711,000 | $ 63,989,000 | $ 74,711,000 | $ 82,180,000 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets, net (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Intangible Assets, net | |||
Gross Amount | $ 264,736 | $ 274,402 | |
Accumulated Amortization | (70,622) | (59,013) | |
Estimated future amortization expense | |||
2,017 | 14,582 | ||
2,018 | 14,582 | ||
2,019 | 14,582 | ||
2,020 | 14,448 | ||
2,021 | 14,045 | ||
Thereafter | 84,042 | ||
Total | 156,281 | ||
Amortization expense included in the accompanying statements of operations | |||
Amortization of intangible assets | 15,800 | 15,900 | $ 12,600 |
Indefinite life intangibles | |||
Valuation allowance, beginning balance | (5,961) | (4,930) | $ 0 |
Trademarks | |||
Intangible Assets, net | |||
Gross Amount | 53,034 | 56,153 | |
Accumulated Amortization | (2,618) | (3,661) | |
Indefinite life intangibles | |||
Carrying value of Wesco Aircraft trademark | $ 37,800 | $ 37,800 | |
Trademarks | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 5 years | 5 years | |
Customer relationships | |||
Intangible Assets, net | |||
Gross Amount | $ 173,437 | $ 178,858 | |
Accumulated Amortization | $ (53,829) | $ (45,057) | |
Customer relationships | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 12 years | 12 years | |
Customer relationships | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 20 years | 20 years | |
Order Or production backlog | |||
Intangible Assets, net | |||
Estimated useful life | 2 years | 2 years | |
Gross Amount | $ 4,327 | $ 4,327 | |
Accumulated Amortization | (4,327) | (4,327) | |
Noncompete agreements | |||
Intangible Assets, net | |||
Gross Amount | 1,457 | 1,457 | |
Accumulated Amortization | $ (1,457) | $ (1,457) | |
Noncompete agreements | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 3 years | 3 years | |
Noncompete agreements | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 4 years | 4 years | |
Technology | |||
Intangible Assets, net | |||
Estimated useful life | 10 years | 10 years | |
Gross Amount | $ 32,481 | $ 33,607 | |
Accumulated Amortization | $ (8,391) | $ (4,511) |
Accrued Expenses and Other Cu60
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and related expenses | $ 10,067 | $ 16,054 |
Accrued commissions | 986 | 2,127 |
Accrual for professional fees | 1,069 | 2,438 |
Accrued customer rebates | 3,931 | 640 |
Accrued taxes (property, sales and use) | 150 | 1,046 |
Accrued interest | 125 | 1,241 |
Accrual for undermarket contracts | 1,164 | 1,671 |
Accrued profit sharing | 325 | 370 |
Accrued freight and duty | 781 | 732 |
Accrual for restructuring | 1,164 | 4,490 |
Interest rate swap | 1,059 | 1,903 |
Other accruals | 5,603 | 6,184 |
Accrued expenses and other current liabilities | $ 26,424 | $ 38,896 |
Fair Value of Financial Instr61
Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Term Loan Due December 2017 | ||
Fair value of financial instruments | ||
Long-term debt, face amount | $ 625,000,000 | $ 625,000,000 |
Term Loan Due February 2021 | ||
Fair value of financial instruments | ||
Long-term debt, face amount | 525,000,000 | 525,000,000 |
Revolving credit facility | ||
Fair value of financial instruments | ||
Line of credit facility, maximum borrowing capacity | 200,000,000 | 200,000,000 |
Fair value inputs Level 2 | Carrying reported amount fair value disclosure | Term Loan Due December 2017 | ||
Fair value of financial instruments | ||
Long-term debt | 401,344,000 | 477,344,000 |
Fair value inputs Level 2 | Carrying reported amount fair value disclosure | Term Loan Due February 2021 | ||
Fair value of financial instruments | ||
Long-term debt | 440,562,000 | 475,562,000 |
Fair value inputs Level 2 | Carrying reported amount fair value disclosure | Revolving credit facility | ||
Fair value of financial instruments | ||
Long-term debt | 0 | 0 |
Fair value inputs Level 2 | Estimate of fair value fair value disclosure | Term Loan Due December 2017 | ||
Fair value of financial instruments | ||
Long-term debt | 401,344,000 | 476,150,000 |
Fair value inputs Level 2 | Estimate of fair value fair value disclosure | Term Loan Due February 2021 | ||
Fair value of financial instruments | ||
Long-term debt | 435,716,000 | 467,002,000 |
Fair value inputs Level 2 | Estimate of fair value fair value disclosure | Revolving credit facility | ||
Fair value of financial instruments | ||
Long-term debt | 0 | 0 |
Fair value inputs Level 2 | Interest rate contracts | Carrying reported amount fair value disclosure | ||
Fair value of financial instruments | ||
Long-term debt | 6,672,000 | 4,088,000 |
Fair value inputs Level 2 | Interest rate contracts | Estimate of fair value fair value disclosure | ||
Fair value of financial instruments | ||
Long-term debt | $ 6,672,000 | $ 4,088,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Long-Term Debt | ||
Long-term debt, current and noncurrent | $ 841,906 | $ 952,906 |
Less: current portion | 0 | 0 |
Long-term debt | 841,906 | 952,906 |
Term Loan Due December 2017 | ||
Long-Term Debt | ||
Long-term debt, current and noncurrent | 401,344 | 477,344 |
Long-term debt | 841,900 | |
Term Loan Due February 2021 | ||
Long-Term Debt | ||
Long-term debt, current and noncurrent | 440,562 | 475,562 |
Revolving credit facility | ||
Long-Term Debt | ||
Net outstanding borrowing amount under line of credit | $ 0 | $ 0 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Debt Disclosure [Abstract] | ||
Maturities of long-term debt, 2017 | $ 0 | |
Maturities of long-term debt, 2018 | 401,344 | |
Maturities of long-term debt, 2019 | 0 | |
Maturities of long-term debt, 2020 | 0 | |
Maturities of long-term debt, 2021 | 440,562 | |
Long-term debt, current and noncurrent | $ 841,906 | $ 952,906 |
Long-Term Debt (Details 3)
Long-Term Debt (Details 3) £ in Millions | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Oct. 04, 2016USD ($) | Sep. 30, 2016GBP (£) | Sep. 30, 2015USD ($) | |
Long-Term Debt | ||||
Long-term debt | $ 841,906,000 | $ 952,906,000 | ||
Long-term debt, current and noncurrent | 841,906,000 | 952,906,000 | ||
Term Loan Due December 2017 | ||||
Long-Term Debt | ||||
Principal amount | 625,000,000 | 625,000,000 | ||
Long-term debt | 841,900,000 | |||
Long-term debt, current and noncurrent | $ 401,344,000 | 477,344,000 | ||
Percentage of quarterly payment in year one | 1.25% | 1.25% | ||
Percentage of quarterly payment in year five | 2.50% | 2.50% | ||
Debt instrument, interest rate, stated percentage | 5.00% | 5.00% | ||
Voluntary prepayment of debt | $ 76,000,000 | |||
Term Loan Due December 2017 | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.75% | |||
Term Loan Due December 2017 | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.50% | |||
Term Loan Due February 2021 | ||||
Long-Term Debt | ||||
Principal amount | $ 525,000,000 | 525,000,000 | ||
Long-term debt, current and noncurrent | $ 440,562,000 | 475,562,000 | ||
Debt instrument, interest rate, stated percentage | 3.34% | 3.34% | ||
Percentage of quarterly payment | 0.0025 | 0.0025 | ||
Voluntary prepayment of debt | $ 35,000,000 | |||
Term Loan Due February 2021 | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.75% | |||
Term Loan Due February 2021 | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.50% | |||
Term Loan Due February 2021 | Debt instrument variable rate basis alternate base rate | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.50% | |||
Term Loan Due February 2021 | Debt instrument variable rate basis alternate base rate | Minimum | ||||
Long-Term Debt | ||||
Base rate | 1.75% | |||
Term Loan Due February 2021 | Eurodollar | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.50% | |||
Term Loan Due February 2021 | Eurodollar | Minimum | ||||
Long-Term Debt | ||||
Base rate | 0.75% | |||
Revolving credit facility | ||||
Long-Term Debt | ||||
Revolving line of credit, current borrowing capacity | $ 200,000,000 | |||
Revolving facility | 200,000,000 | $ 200,000,000 | ||
Covenant compliance, amount | $ 146,400,000 | |||
Revolving credit facility | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 0.75% | |||
Revolving credit facility | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.50% | |||
Line of credit | Wesco Aircraft Europe Limited | ||||
Long-Term Debt | ||||
Revolving line of credit, current borrowing capacity | $ 9,100,000 | |||
Line of credit | Amendment and restatement of credit agreement | ||||
Long-Term Debt | ||||
Debt instrument, net debt to EBITDA ratio | 3.78 | 3.78 | ||
Debt instrument, EBITDA to net interest expense ratio | 6.30 | 6.30 | ||
Line of credit | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Consolidated net interest coverage ratio | 2.25 | 2.25 | ||
Line of credit | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Consolidated total leverage ratio | 4.50 | 4.50 | ||
Foreign line of credit | Wesco Aircraft Europe Limited | ||||
Long-Term Debt | ||||
Revolving line of credit, current borrowing capacity | £ | £ 7 | |||
Applicable margin rate | 1.65% | |||
Basis of interest rate | base rate | |||
Subsequent Event | Term Loan Due December 2017 | Amendment and restatement of credit agreement | ||||
Long-Term Debt | ||||
Principal amount | $ 400,000,000 | |||
Percentage of quarterly payment | 0.0125 | |||
Subsequent Event | Term Loan Due December 2017 | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.00% | |||
Subsequent Event | Term Loan Due December 2017 | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.75% | |||
Subsequent Event | Term Loan Due December 2017 | Eurodollar | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 2.00% | |||
Subsequent Event | Term Loan Due December 2017 | Eurodollar | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 2.75% | |||
Subsequent Event | Term Loan Due February 2021 | ||||
Long-Term Debt | ||||
Principal amount | $ 525,000,000 | |||
Percentage of quarterly payment | 0.0025 | |||
Subsequent Event | Term Loan Due February 2021 | Debt instrument variable rate basis alternate base rate | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.50% | |||
Subsequent Event | Term Loan Due February 2021 | Debt instrument variable rate basis alternate base rate | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.75% | |||
Subsequent Event | Term Loan Due February 2021 | Eurodollar | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 2.50% | |||
Subsequent Event | Term Loan Due February 2021 | Eurodollar | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 0.75% | |||
Subsequent Event | Revolving credit facility | Amendment and restatement of credit agreement | ||||
Long-Term Debt | ||||
Revolving line of credit, current borrowing capacity | $ 180,000,000 | |||
Debt instrument, interest rate, stated percentage | 3.29% | |||
Subsequent Event | Revolving credit facility | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.00% | |||
Subsequent Event | Revolving credit facility | Debt instrument variable rate basis alternate base rate | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 1.75% | |||
Subsequent Event | Revolving credit facility | Eurodollar | Amendment and restatement of credit agreement | Minimum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 2.00% | |||
Subsequent Event | Revolving credit facility | Eurodollar | Amendment and restatement of credit agreement | Maximum | ||||
Long-Term Debt | ||||
Debt instrument, interest rate, stated percentage | 2.75% |
Derivative Financial Instrume65
Derivative Financial Instruments Notional Values (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Designated as Hedging Instrument | Interest rate contracts | ||
Derivative financial instruments | ||
Notional amount | $ 425,000 | $ 475,000 |
Derivative Financial Instrume66
Derivative Financial Instruments (Details) | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 16, 2015foreign_currency_forward_contract | |
Interest rate contracts | Cash flow hedging | ||||
Derivative financial instruments | ||||
Derivative instruments, gain (loss) reclassification from AOCI to income, estimated net amount to be transferred | $ (666,000) | |||
Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion | (2,973,000) | $ (2,581,000) | $ 0 | |
Interest rate contracts | Cash flow hedging | Interest expense | ||||
Derivative financial instruments | ||||
Amounts reclassified out of accumulated other loss | (1,344,000) | (4,000) | $ 0 | |
Interest rate contracts | Cash flow hedging | Accrued expenses and other current liabilities | ||||
Derivative financial instruments | ||||
Fair value | 1,057,000 | 1,902,000 | ||
Interest rate contracts | Cash flow hedging | Other liabilities | ||||
Derivative financial instruments | ||||
Fair value | $ 5,615,000 | $ 2,186,000 | ||
Interest Rate Swap One | Cash flow hedging | ||||
Derivative financial instruments | ||||
Derivative fixed rate component | 1.21% | |||
Interest Rate Swap Two | Cash flow hedging | ||||
Derivative financial instruments | ||||
Notional amount | $ 375,000,000 | |||
Derivative fixed rate component | 2.2625% | |||
Not Designated as Hedging Instrument | Foreign Exchange Forward | ||||
Derivative financial instruments | ||||
Number of interest rate derivatives held | foreign_currency_forward_contract | 1 |
Derivative Financial Instrume67
Derivative Financial Instruments AOCI Rollfoward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract] | |||
Other comprehensive loss | $ (40,840) | $ (27,899) | $ (633) |
AOCI - Unrealized Gain (Loss) on Hedging Instruments | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract] | |||
Other comprehensive loss | (1,629) | (2,577) | 0 |
AOCI - Unrealized Gain (Loss) on Hedging Instruments | Designated as Hedging Instrument | Cash flow hedging | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract] | |||
Balance at Beginning of Period | (2,577) | 0 | |
Change in fair value of hedging instruments | (2,973) | (2,581) | |
Amounts reclassified to earnings | 1,344 | 4 | |
Other comprehensive loss | (1,629) | (2,577) | |
Balance at End of Period | $ (4,206) | $ (2,577) | $ 0 |
Derivative Financial Instrume68
Derivative Financial Instruments Pretax Gain/Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Foreign Exchange Contract | Other Income | Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on derivative instruments, net, pretax | $ (5,606) | $ 0 | $ 0 |
Other Comprehensive Loss (Detai
Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Change in unrealized gain (loss) on derivatives arising during period, before tax | $ (4,716) | $ (4,094) | $ 0 |
Change in unrealized gain (loss) on derivatives arising during period, tax | 1,743 | 1,513 | 0 |
Change in unrealized gain (loss) on derivatives arising during period, net of tax | (2,973) | (2,581) | 0 |
Less: Reclassification adjustment from AOCI on derivatives, before tax | 2,132 | 6 | 0 |
Less: Reclassification adjustment from AOCI on derivatives, tax | (788) | (2) | 0 |
Less: Reclassification adjustment from AOCI on derivatives, net of tax | 1,344 | 4 | 0 |
Chage in foreign currency translation adjustment, before tax | (39,211) | (25,322) | (633) |
Change in foreign currency translation adjustment, tax | 0 | 0 | 0 |
Change in net foreign currency translation adjustment | (39,211) | (25,322) | (633) |
Other comprehensive loss, before tax | (41,795) | (29,410) | (633) |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | 817,573 | 992,290 | 865,436 |
Tax effects | (955) | (1,511) | 0 |
Other comprehensive loss, net of income taxes | (40,840) | (27,899) | (633) |
Total stockholders' equity, ending balance | 882,915 | 817,573 | 992,290 |
Foreign Currency Translation Adjustments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (36,144) | (10,822) | (10,189) |
Other Comprehensive loss before reclassifications | (39,211) | (25,322) | (633) |
Tax effects | 0 | 0 | 0 |
Amounts reclassified out of accumulated other loss | 0 | 0 | |
Other comprehensive loss, net of income taxes | (39,211) | (25,322) | (633) |
Total stockholders' equity, ending balance | (75,355) | (36,144) | (10,822) |
Unrealized Losses on Derivative Instruments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (2,577) | 0 | 0 |
Other Comprehensive loss before reclassifications | (4,716) | (4,094) | 0 |
Tax effects | 955 | 1,511 | 0 |
Amounts reclassified out of accumulated other loss | 2,132 | 6 | |
Other comprehensive loss, net of income taxes | (1,629) | (2,577) | 0 |
Total stockholders' equity, ending balance | (4,206) | (2,577) | 0 |
Accumulated Other Comprehensive Loss | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (38,721) | (10,822) | (10,189) |
Other Comprehensive loss before reclassifications | (43,927) | (29,416) | (633) |
Tax effects | 955 | 1,511 | 0 |
Amounts reclassified out of accumulated other loss | 2,132 | 6 | |
Other comprehensive loss, net of income taxes | (40,840) | (27,899) | (633) |
Total stockholders' equity, ending balance | $ (79,561) | $ (38,721) | $ (10,822) |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ 23,261 | $ 24,016 | $ 23,492 | $ 20,609 | $ (213,999) | $ 16,479 | $ 23,046 | $ 19,730 | $ 91,378 | $ (154,744) | $ 102,102 |
Basic weighted average shares outstanding | 97,634,155 | 96,955,043 | 95,950,994 | ||||||||
Dilutive effect of stock options and restricted shares | 531,701 | 0 | 1,654,789 | ||||||||
Dilutive weighted average shares outstanding | 98,165,856 | 96,955,043 | 97,605,783 | ||||||||
Basic net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.25 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.94 | $ (1.60) | $ 1.06 |
Diluted net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.93 | $ (1.60) | $ 1.05 |
Common stock equivalents not included in diluted calculation due to anti-dilutive effect (in shares) | 2,000,000 | 2,300,000 | 500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. (loss) income | $ 63,614 | $ (242,864) | $ 112,841 |
Foreign income | 61,976 | 1,248 | 44,067 |
Income (loss) before income taxes | 125,590 | (241,616) | 156,908 |
Current federal tax expense (benefit) | 7,315 | 24,797 | 32,204 |
Current state and local tax expense (benefit) | 1,134 | 1,726 | 1,920 |
Current foreign tax expense (benefit) | 12,482 | 13,247 | 9,625 |
Current income tax expense (benefit) | 20,931 | 39,770 | 43,749 |
Deferred rederal income tax expense (benefit) | 10,979 | (105,748) | 9,756 |
Deferred state and local income tax expense (benefit) | 1,108 | (12,543) | 1,497 |
Deferred foreign income tax expense (benefit) | 1,194 | (8,351) | (196) |
Deferred income tax expense (benefit) | 13,281 | (126,642) | 11,057 |
Provision (benefit) for income taxes | 34,212 | (86,872) | 54,806 |
Tax (impact deducted from) benefit credited to additional paid in capital | $ 1,098 | $ (87) | $ 10,235 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | |||
Provision(benefit) for income taxes at statutory rate | $ 43,956 | $ (84,566) | $ 54,917 |
State taxes, net of tax benefit | 1,458 | (7,002) | 2,221 |
Deemed foreign dividends | 3,963 | 4,289 | 7,091 |
Nondeductible items | (1,912) | (642) | 1,114 |
Other | (251) | 2,357 | 1,176 |
Impact of foreign operations | (8,015) | 2,125 | (5,707) |
Foreign tax credit | (4,313) | (4,205) | (5,329) |
Tax contingencies | (674) | 772 | (677) |
Provision (benefit) for income taxes | $ 34,212 | $ (86,872) | $ 54,806 |
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | |||
(Benefit) 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) | 1.16% | 2.90% | 1.42% |
Deemed foreign dividends (as a percent) | 3.16% | (1.78%) | 4.52% |
Nondeductible items (as a percent) | (1.52%) | 0.27% | 0.71% |
Other (as a percent) | (0.21%) | (0.98%) | 0.75% |
Impact of foreign operations (as a percent) | (6.38%) | (0.88%) | (3.64%) |
Foreign tax credit (as a percent) | (3.43%) | 1.74% | (3.40%) |
Tax contingencies (as a percent) | (0.54%) | (0.32%) | (0.43%) |
Actual (benefit) provision for income taxes (as a percent) | 27.24% | 35.95% | 34.93% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | |
Deferred tax assets - Current | |||||
Inventories | $ 0 | $ 86,812,000 | |||
Reserves and other accruals | 0 | 417,000 | |||
Compensation accruals | 0 | 2,965,000 | |||
Other | 0 | 1,123,000 | |||
Deferred tax assets - Non-current | |||||
Inventories | 88,000,000 | 0 | |||
Reserves and other accruals | 412,000 | 0 | |||
Compensation accruals | 1,060,000 | 0 | |||
Deferred financing costs | 3,674,000 | 3,256,000 | |||
Net operating losses and tax credits | 16,827,000 | 14,523,000 | |||
Other | 2,119,000 | 419,000 | |||
Total deferred tax assets | 112,092,000 | 109,515,000 | |||
Deferred tax (liabilities) - Non-current | |||||
Property and equipment | (355,000) | (1,937,000) | |||
Deferred financing costs | (38,000) | 4,000 | |||
Goodwill and intangible assets | (52,072,000) | (36,069,000) | |||
Total deferred tax liabilities - non-current | (52,465,000) | (38,002,000) | |||
Valuation allowance | $ (5,961,000) | $ (4,930,000) | $ 0 | (5,548,000) | (5,961,000) |
Net deferred tax assets (liabilities) | 54,079,000 | $ 65,552,000 | |||
Undistributed earnings of foreign subsidiaries considered to be indefinitely reinvested | 87,000,000 | ||||
Federal or state and local taxes or foreign withholding tax provision on undistributed earnings | 0 | ||||
Gross unrecognized income tax benefits | 2,500,000 | ||||
Unrecognized tax benefits, interest | 300,000 | ||||
Unrecognized tax benefits, penalties | 42,000 | ||||
Decreases related to expiration of statute of limitations | (113,000) | (892,000) | 0 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Unrecognized tax benefits, beginning balance | 2,725,000 | 1,901,000 | 0 | ||
Increases related to tax positions taken during a prior year | 0 | 1,716,000 | 2,491,000 | ||
Decreases related to tax positions taken during a prior year | 0 | 0 | (590,000) | ||
Increases related to tax positions taken during the current year | 0 | 0 | 0 | ||
Decreases related to settlements with taxing authorities | (579,000) | 0 | 0 | ||
Decreases related to expiration of statute of limitations | (113,000) | (892,000) | 0 | ||
Changes due to translation of foreign currencies | 133,000 | 0 | 0 | ||
Unrecognized tax benefits, ending balance | 2,166,000 | 2,725,000 | 1,901,000 | ||
Valuation allowance for deferred tax assets | |||||
Valuation allowance, beginning balance | 5,548,000 | 5,961,000 | 4,930,000 | ||
Valuation allowance recorded during the period | (413,000) | 1,031,000 | 4,930,000 | ||
Valuation allowance, ending balance | 5,961,000 | $ 4,930,000 | $ 0 | ||
State and Local Jurisdiction | |||||
Deferred tax (liabilities) - Non-current | |||||
Operating loss carryforwards | 3,000,000 | ||||
Foreign Tax Authority | |||||
Deferred tax (liabilities) - Non-current | |||||
Operating loss carryforwards | 11,800,000 | ||||
Tax credit carryforward, amount | 13,600,000 | ||||
Haas Group Inc | |||||
Deferred tax (liabilities) - Non-current | |||||
Decreases related to expiration of statute of limitations | (86,000) | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Decreases related to expiration of statute of limitations | $ (86,000) | ||||
Minimum | |||||
Deferred tax (liabilities) - Non-current | |||||
Deferred tax liability not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 15,000,000 | ||||
Maximum | |||||
Deferred tax (liabilities) - Non-current | |||||
Deferred tax liability not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 20,000,000 |
Stock-Based and Other Compens74
Stock-Based and Other Compensation Arrangements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 27, 2015 | |
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 | |||
Granted (in shares) | 656,247 | |||
Exercised (in shares) | (798,740) | |||
Forfeited options (in shares) | (399,368) | |||
Outstanding at the end of the period (in shares) | 2,700,157 | 3,242,018 | ||
Exercisable at the end of the period (in shares) | 2,101,492 | |||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 12.09 | |||
Granted (in dollars per share) | 12.07 | |||
Exercised (in dollars per share) | 7.94 | |||
Forfeited options (in dollars per share) | 17.12 | |||
Outstanding at the end of the period (in dollars per share) | 12.59 | $ 12.09 | ||
Exercisable at the end of the period (in dollars per share) | $ 12.32 | |||
Weighted Average Remaining Contractual Life | ||||
Outstanding at the end of the period | 6 years 25 days | 5 years 1 month 24 days | ||
Exercisable at the end of the period | 5 years 1 month 6 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period | $ 6,833 | $ 8,954 | ||
Exercisable at the end of the period | 6,274 | |||
Additional disclosures | ||||
Total intrinsic value of options exercised | 4,500 | 1,500 | $ 34,600 | |
Stock-based compensation expense | 3,200 | 3,600 | 2,900 | |
Unrecognized stock-based compensation cost | $ 2,800 | |||
Unrecognized stock-based compensation expected period of recognition | 1 year 6 months 6 days | |||
Exercise stock options cash proceeds, net | $ 6,300 | 800 | 9,600 | |
Employee Stock Option | Time based vesting | ||||
Stock-Based and Other Compensation Arrangements | ||||
Unvested stock options (in shares) | 598,665 | |||
Restricted Stock | ||||
Additional disclosures | ||||
Stock-based compensation expense | $ 5,300 | $ 4,300 | $ 2,600 | |
Unrecognized stock-based compensation expected period of recognition | 1 year 9 months 2 days | |||
Equity Incentive Award Plan 2014 | ||||
Stock-Based and Other Compensation Arrangements | ||||
Shares authorized for issuance | 5,717,584 | |||
Shares remaining available for issuance | 4,399,512 |
Stock-Based and Other Compens75
Stock-Based and Other Compensation Arrangements (Details 2) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted average assumptions used to value the option grants | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Restricted Stock and Restricted Stock Units | |||
Shares | |||
Outstanding at start of year (in shares) | 371,395 | ||
Granted (in shares) | 564,702 | ||
Vested (in shares) | (263,499) | ||
Forfeited (in shares) | (66,154) | ||
Outstanding at end of year (in shares) | 606,444 | 371,395 | |
Weighted Average Fair Value | |||
Outstanding at start of year (in dollars per share) | $ 16.56 | ||
Granted (in dollars per share) | 12.29 | ||
Vested (in dollars per share) | 14.51 | ||
Forfeited (in dollars per share) | 15.15 | ||
Outstanding at end of year (in dollars per share) | $ 13.63 | $ 16.56 | |
Restricted Stock | |||
Stock-Based and Other Compensation Arrangements | |||
Stock-based compensation expense | $ 5.3 | $ 4.3 | $ 2.6 |
Unrecognized stock-based compensation cost | $ 6.6 | ||
Weighted Average Fair Value | |||
Granted (in dollars per share) | $ 12.29 | $ 16.05 | $ 20.88 |
Fair value of shares vested | $ 3.5 | $ 3.1 | $ 2.8 |
Fair value of shares granted | 6.9 | 8.8 | 4.3 |
Tax benefits realized from tax deductions associated with option exercised and restricted share activity | $ 1 | $ 0.1 | $ 10.2 |
Restricted Stock | Employee | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Shares | |||
Granted (in shares) | 506,943 | ||
Restricted Stock | Director | |||
Shares | |||
Granted (in shares) | 57,759 | 73,662 | 26,874 |
Employee Stock Option | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Stock-based compensation expense | $ 3.2 | $ 3.6 | $ 2.9 |
Weighted average assumptions used to value the option grants | |||
Expected life | 6 years | 5 years 11 months 5 days | 6 years |
Volatility (as a percent) | 35.00% | 38.51% | 45.00% |
Risk free interest rate (as a percent) | 1.55% | 1.87% | 1.72% |
Weighted average fair value per option at grant date for options issued (in dollars per share) | $ 4.38 | $ 6.52 | $ 9.36 |
Commitments and Contingencies76
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Leases | |||
2,017 | $ 10,953 | ||
2,018 | 10,453 | ||
2,019 | 8,746 | ||
2,020 | 6,001 | ||
2,021 | 4,524 | ||
Thereafter | 17,092 | ||
Total | 57,769 | ||
Total rent expense | 11,900 | $ 11,400 | $ 6,600 |
Capital Lease Commitments | |||
2,017 | 1,482 | ||
2,018 | 1,043 | ||
2,019 | 504 | ||
2,020 | 118 | ||
2,021 | 89 | ||
Thereafter | 245 | ||
Total including interest | 3,481 | $ 3,300 | |
Less: Interest | (301) | ||
Total | 3,180 | ||
Third Party | |||
Operating Leases | |||
2,017 | 9,265 | ||
2,018 | 8,752 | ||
2,019 | 7,091 | ||
2,020 | 5,845 | ||
2,021 | 4,485 | ||
Thereafter | 17,092 | ||
Total | 52,530 | ||
Related Party | |||
Operating Leases | |||
2,017 | 1,688 | ||
2,018 | 1,701 | ||
2,019 | 1,655 | ||
2,020 | 156 | ||
2,021 | 39 | ||
Thereafter | 0 | ||
Total | $ 5,239 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
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 | $ 2.4 | $ 2.1 | $ 1.6 |
Supplemental Cash Flow Inform78
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cash payments for: | |||
Interest | $ 33,349 | $ 32,551 | $ 24,440 |
Income taxes | 37,193 | 16,996 | 24,457 |
Schedule of non-cash investing and financing activities: | |||
Property and equipment acquired pursuant to capital leases | 1,780 | 333 | 1,528 |
Property and equipment disposed of pursuant to termination of capital leases | $ 0 | $ 0 | $ (5,414) |
Quarterly Financial Data (una79
Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Inventory [Line Items] | |||||||||||
Net sales | $ 365,595,000 | $ 375,186,000 | $ 376,742,000 | $ 359,843,000 | $ 369,654,000 | $ 368,706,000 | $ 385,559,000 | $ 373,696,000 | $ 1,477,366,000 | $ 1,497,615,000 | $ 1,355,877,000 |
Gross profit | 95,485,000 | 99,241,000 | 102,337,000 | 96,629,000 | 6,131,000 | 103,355,000 | 109,086,000 | 105,923,000 | 393,692,000 | 324,495,000 | 403,000,000 |
Net income (loss) | $ 23,261,000 | $ 24,016,000 | $ 23,492,000 | $ 20,609,000 | $ (213,999,000) | $ 16,479,000 | $ 23,046,000 | $ 19,730,000 | $ 91,378,000 | $ (154,744,000) | $ 102,102,000 |
Basic net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.25 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.94 | $ (1.60) | $ 1.06 |
Diluted net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ (2.21) | $ 0.17 | $ 0.24 | $ 0.20 | $ 0.93 | $ (1.60) | $ 1.05 |
Increase in inventory reserve | $ 250,700,000 | $ 264,100,000 | $ 250,700,000 | $ 264,100,000 | |||||||
Goodwill impairment charge | $ 263,800,000 | $ 0 | 263,771,000 | $ 0 | |||||||
Total of all the actions that affected Inventory Reserve | |||||||||||
Inventory [Line Items] | |||||||||||
Increase in inventory reserve | $ 83,400,000 | $ 83,400,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting | |||||||||||
Net sales | $ 365,595 | $ 375,186 | $ 376,742 | $ 359,843 | $ 369,654 | $ 368,706 | $ 385,559 | $ 373,696 | $ 1,477,366 | $ 1,497,615 | $ 1,355,877 |
Income from operations | 158,750 | (206,365) | 183,934 | ||||||||
Interest expense, net | (36,901) | (37,092) | (29,225) | ||||||||
(Provision) benefit for income taxes | (34,212) | 86,872 | (54,806) | ||||||||
Total assets | 1,956,205 | 2,020,973 | 1,956,205 | 2,020,973 | |||||||
Goodwill | 579,865 | 590,587 | 579,865 | 590,587 | 861,575 | ||||||
Capital expenditures | (13,992) | (9,631) | (10,517) | ||||||||
Depreciation and amortization | 27,980 | 27,726 | 21,402 | ||||||||
Operating Segments | North America | |||||||||||
Segment Reporting | |||||||||||
Net sales | 1,185,315 | 1,198,201 | 1,030,511 | ||||||||
Income from operations | 113,426 | (222,719) | 145,357 | ||||||||
Interest expense, net | (32,584) | (32,912) | (25,836) | ||||||||
(Provision) benefit for income taxes | (26,134) | 94,450 | (47,459) | ||||||||
Total assets | 1,657,716 | 1,709,904 | 1,657,716 | 1,709,904 | |||||||
Goodwill | 515,876 | 515,876 | 515,876 | 515,876 | |||||||
Capital expenditures | (12,860) | (8,300) | (9,763) | ||||||||
Depreciation and amortization | 24,497 | 23,548 | 18,317 | ||||||||
Operating Segments | Rest of World | |||||||||||
Segment Reporting | |||||||||||
Net sales | 292,051 | 299,414 | 325,366 | ||||||||
Income from operations | 45,324 | 16,354 | 38,577 | ||||||||
Interest expense, net | (4,317) | (4,180) | (3,389) | ||||||||
(Provision) benefit for income taxes | (8,078) | (7,578) | (7,347) | ||||||||
Total assets | 298,489 | 311,069 | 298,489 | 311,069 | |||||||
Goodwill | $ 63,989 | $ 74,711 | 63,989 | 74,711 | |||||||
Capital expenditures | (1,132) | (1,331) | (754) | ||||||||
Depreciation and amortization | $ 3,483 | 4,178 | 3,085 | ||||||||
Haas Group Inc | |||||||||||
Segment Reporting | |||||||||||
Net sales | 591,800 | $ 356,200 | |||||||||
Haas Group Inc | North America | |||||||||||
Segment Reporting | |||||||||||
Changes in goodwill during the period | $ 263,800 |
Segment Reporting (Details 2)
Segment Reporting (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting | |||||||||||
Sales | $ 365,595 | $ 375,186 | $ 376,742 | $ 359,843 | $ 369,654 | $ 368,706 | $ 385,559 | $ 373,696 | $ 1,477,366 | $ 1,497,615 | $ 1,355,877 |
% of Sales | 100.00% | 100.00% | 100.00% | ||||||||
Long-lived assets | 255,317 | 272,959 | $ 255,317 | $ 272,959 | |||||||
Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 711,177 | $ 738,496 | $ 837,615 | ||||||||
% of Sales | 48.20% | 49.30% | 61.80% | ||||||||
Chemicals1 | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 600,124 | $ 591,840 | $ 356,154 | ||||||||
% of Sales | 40.60% | 39.50% | 26.30% | ||||||||
Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 105,207 | $ 107,918 | $ 109,616 | ||||||||
% of Sales | 7.10% | 7.20% | 8.10% | ||||||||
Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 34,662 | $ 33,602 | $ 31,729 | ||||||||
% of Sales | 2.30% | 2.30% | 2.30% | ||||||||
Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 26,196 | $ 25,759 | $ 20,763 | ||||||||
% of Sales | 1.80% | 1.70% | 1.50% | ||||||||
United States of America | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,087,691 | $ 1,101,385 | $ 950,058 | ||||||||
% of Sales | 73.60% | 73.50% | 70.10% | ||||||||
Long-lived assets | 198,370 | 205,679 | $ 198,370 | $ 205,679 | |||||||
United Kingdom | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 195,473 | $ 190,661 | $ 180,535 | ||||||||
% of Sales | 13.20% | 12.70% | 13.30% | ||||||||
Other foreign counties | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 194,202 | $ 205,569 | $ 225,284 | ||||||||
% of Sales | 13.20% | 13.80% | 16.60% | ||||||||
All foreign counties | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 389,675 | $ 396,230 | $ 405,819 | ||||||||
% of Sales | 26.40% | 26.50% | 29.90% | ||||||||
Long-lived assets | $ 56,947 | $ 67,280 | $ 56,947 | $ 67,280 |
Restructuring Activities (Detai
Restructuring Activities (Details) - Global Restructuring Plan $ in Thousands | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Additions/Adjustments | $ (185) |
North America | |
Restructuring Cost and Reserve [Line Items] | |
Additions/Adjustments | 183 |
Rest of World | |
Restructuring Cost and Reserve [Line Items] | |
Additions/Adjustments | (368) |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Additions/Adjustments | 170 |
Lease Termination Costs and Other | |
Restructuring Cost and Reserve [Line Items] | |
Additions/Adjustments | $ (355) |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Liability (Details) - Global Restructuring Plan $ in Thousands | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liabilities, beginning | $ 4,490 |
Additions/Adjustments | (185) |
Cash Payments | (3,049) |
Foreign Currency Translation | (92) |
Restructuring liabilities, ending | 1,164 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Restructuring liabilities, beginning | 2,106 |
Additions/Adjustments | 170 |
Cash Payments | (2,193) |
Foreign Currency Translation | (15) |
Restructuring liabilities, ending | 68 |
Lease Termination Costs and Other | |
Restructuring Reserve [Roll Forward] | |
Restructuring liabilities, beginning | 2,384 |
Additions/Adjustments | (355) |
Cash Payments | (856) |
Foreign Currency Translation | (77) |
Restructuring liabilities, ending | $ 1,096 |
Restructuring Activities - Re84
Restructuring Activities - Restructuring Costs (Details) - Global Restructuring Plan - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Costs Accrued Since Inception | $ 4,305 | |
Cash Payments Year-to-date | (3,049) | |
Foreign Currency Translation | (92) | |
Restructuring Reserve | 1,164 | $ 4,490 |
North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Costs Accrued Since Inception | 2,747 | |
Cash Payments Year-to-date | (2,095) | |
Foreign Currency Translation | 3 | |
Restructuring Reserve | 655 | |
Rest of World | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Costs Accrued Since Inception | 1,558 | |
Cash Payments Year-to-date | (954) | |
Foreign Currency Translation | (95) | |
Restructuring Reserve | $ 509 |
Subsequent Event (Details)
Subsequent Event (Details) | Oct. 04, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Write off of unamortized financing fees | $ 1,900,000 | ||||||||||
Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Capitalized debt issuance fees | $ 10,400,000 | ||||||||||
Revolving credit facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit, current borrowing capacity | $ 200,000,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | $ 200,000,000 | |||||||||
Revolving credit facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revolving line of credit, current borrowing capacity | 180,000,000 | ||||||||||
Amount borrowed | $ 25,000,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 3.29% | ||||||||||
Term Loan Due December 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term debt, face amount | $ 625,000,000 | 625,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 5.00% | ||||||||||
Term Loan Due December 2017 | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term debt, face amount | $ 400,000,000 | ||||||||||
Repayments of debt | $ 1,300,000 | ||||||||||
Percentage of quarterly payment | 0.0125 | ||||||||||
Cash-Capped Incremental Facility | Amendment and restatement of credit agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||
Cash-Capped Incremental Facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | ||||||||||
Term Loan Due February 2021 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term debt, face amount | $ 525,000,000 | $ 525,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 3.34% | ||||||||||
Percentage of quarterly payment | 0.0025 | ||||||||||
Term Loan Due February 2021 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term debt, face amount | $ 525,000,000 | ||||||||||
Percentage of quarterly payment | 0.0025 | ||||||||||
Maximum | Line of credit | Amendment and restatement of credit agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consolidated total leverage ratio | 4.50 | ||||||||||
Forecast | Maximum | Line of credit | Amendment and restatement of credit agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consolidated total leverage ratio | 4.50 | 3.50 | 3,750 | 3.75 | 4 | 4 | 4.25 | 4.25 | |||
Eurodollar | Term Loan Due February 2021 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.50% | ||||||||||
Eurodollar | Maximum | Revolving credit facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.75% | ||||||||||
Eurodollar | Maximum | Term Loan Due December 2017 | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.75% | ||||||||||
Eurodollar | Minimum | Revolving credit facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.00% | ||||||||||
Eurodollar | Minimum | Term Loan Due December 2017 | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.00% | ||||||||||
Eurodollar | Minimum | Term Loan Due February 2021 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 0.75% | ||||||||||
Debt instrument variable rate basis alternate base rate | Term Loan Due February 2021 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.50% | ||||||||||
Debt instrument variable rate basis alternate base rate | Maximum | Revolving credit facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.75% | ||||||||||
Debt instrument variable rate basis alternate base rate | Maximum | Term Loan Due December 2017 | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.75% | ||||||||||
Debt instrument variable rate basis alternate base rate | Minimum | Revolving credit facility | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.00% | ||||||||||
Debt instrument variable rate basis alternate base rate | Minimum | Term Loan Due December 2017 | Amendment and restatement of credit agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.00% | ||||||||||
Debt instrument variable rate basis alternate base rate | Minimum | Term Loan Due February 2021 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.75% |