Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Nov. 21, 2017 | Mar. 31, 2017 | |
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, 2017 | ||
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 | $ 768,292 | ||
Entity Common Stock, Shares Outstanding | 99,433,767 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 61,625 | $ 77,061 |
Accounts receivable, net of allowance for doubtful accounts of $3,109 and $3,846 at September 30, 2017 and 2016, respectively | 256,301 | 249,195 |
Inventories | 827,870 | 713,470 |
Prepaid expenses and other current assets | 13,733 | 10,203 |
Income taxes receivable | 3,617 | 1,460 |
Total current assets | 1,163,146 | 1,051,389 |
Property and equipment, net | 50,355 | 50,525 |
Deferred debt issuance costs, net | 3,676 | 1,120 |
Goodwill | 266,644 | 579,865 |
Intangible assets, net | 178,292 | 194,114 |
Deferred tax assets | 76,038 | 58,171 |
Other assets | 15,956 | 13,394 |
Total assets | 1,754,107 | 1,948,578 |
Current liabilities: | ||
Accounts payable | 184,273 | 181,700 |
Accrued expenses and other current liabilities | 35,329 | 26,424 |
Income taxes payable | 3,290 | 6,782 |
Capital lease obligations, current portion | 2,952 | 1,471 |
Short-term borrowings and current portion of long-term debt | 75,000 | 0 |
Total current liabilities | 300,844 | 216,377 |
Capital lease obligations, less current portion | 2,013 | 1,710 |
Long-term debt, less current portion | 788,838 | 834,279 |
Deferred income taxes | 3,197 | 4,092 |
Other liabilities | 9,484 | 9,205 |
Total liabilities | 1,104,376 | 1,065,663 |
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, 99,450,902 and 98,614,908 shares issued and outstanding at September 30, 2017 and 2016, respectively | 99 | 99 |
Additional paid-in capital | 436,522 | 427,295 |
Accumulated other comprehensive loss | (84,626) | (79,561) |
Retained earnings | 297,736 | 535,082 |
Total stockholders’ equity | 649,731 | 882,915 |
Total liabilities and stockholders’ equity | $ 1,754,107 | $ 1,948,578 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,109 | $ 3,846 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 950,000,000 | 950,000,000 |
Common stock, shares issued (in shares) | 99,450,902 | 98,614,908 |
Common stock, shares outstanding (in shares) | 99,450,902 | 98,614,908 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 1,429,429,000 | $ 1,477,366,000 | $ 1,497,615,000 |
Cost of sales | 1,067,522,000 | 1,083,674,000 | 1,173,120,000 |
Gross profit | 361,907,000 | 393,692,000 | 324,495,000 |
Selling, general and administrative expenses | 259,588,000 | 234,942,000 | 267,089,000 |
Goodwill impairment charge | 311,114,000 | 0 | 263,771,000 |
(Loss) income from operations | (208,795,000) | 158,750,000 | (206,365,000) |
Interest expense, net | (39,821,000) | (36,901,000) | (37,092,000) |
Other income, net | 369,000 | 3,741,000 | 1,841,000 |
(Loss) income before income taxes | (248,247,000) | 125,590,000 | (241,616,000) |
Benefit (Provision) for income taxes | 10,901,000 | (34,212,000) | 86,872,000 |
Net (loss) income | (237,346,000) | 91,378,000 | (154,744,000) |
Change in net foreign currency translation adjustment | (7,138,000) | (39,211,000) | (25,322,000) |
Change in net unrealized holding losses on derivatives | 2,073,000 | (1,629,000) | (2,577,000) |
Other comprehensive loss, net of income taxes | (5,065,000) | (40,840,000) | (27,899,000) |
Comprehensive (loss) income | $ (242,411,000) | $ 50,538,000 | $ (182,643,000) |
Net (loss) income per share: | |||
Basic (in dollars per share) | $ (2.40) | $ 0.94 | $ (1.60) |
Diluted (in dollars per share) | $ (2.40) | $ 0.93 | $ (1.60) |
Weighted average shares outstanding: | |||
Basic (in shares) | 98,700,879 | 97,634,155 | 96,955,043 |
Diluted (in shares) | 98,700,879 | 98,165,856 | 96,955,043 |
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 (in shares) at Sep. 30, 2014 | 97,010,286 | ||||
Total stockholders' equity, beginning 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 benefit related to restricted stock units and stock options exercised | (87) | (87) | |||
Stock-based compensation expense | 7,891 | 7,891 | |||
Net (loss) income | (154,744) | (154,744) | |||
Other comprehensive loss | (27,899) | (27,899) | |||
Common stock, shares issued, ending balance (in shares) at Sep. 30, 2015 | 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 benefit related to restricted stock units and stock options exercised | 1,098 | 1,098 | |||
Stock-based compensation expense | 8,490 | 8,490 | |||
Net (loss) income | 91,378 | 91,378 | |||
Other comprehensive loss | $ (40,840) | (40,840) | |||
Common stock, shares issued, ending balance (in shares) 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 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 835,994 | ||||
Issuance of common stock | 2,964 | $ 0 | 2,964 | ||
Settlement on restricted stock tax withholding | (1,072) | (1,072) | |||
Excess tax benefit related to restricted stock units and stock options exercised | 900 | ||||
Stock-based compensation expense | 7,335 | 7,335 | |||
Net (loss) income | (237,346) | (237,346) | |||
Other comprehensive loss | $ (5,065) | (5,065) | |||
Common stock, shares issued, ending balance (in shares) at Sep. 30, 2017 | 99,450,902 | 99,450,902 | |||
Total stockholders' equity, ending balance at Sep. 30, 2017 | $ 649,731 | $ 99 | $ 436,522 | $ (84,626) | $ 297,736 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | |||
Net (loss) income | $ (237,346,000) | $ 91,378,000 | $ (154,744,000) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 28,352,000 | 27,980,000 | 27,726,000 |
Amortization of deferred debt issuance costs | 6,143,000 | 4,627,000 | 4,354,000 |
Bad debt and sales return reserve | 225,000 | (810,000) | 354,000 |
Stock-based compensation expense | 7,335,000 | 8,490,000 | 7,891,000 |
Inventory provision | 12,900,000 | 14,615,000 | 95,052,000 |
Goodwill impairment charge | 311,114,000 | 0 | 263,771,000 |
Excess tax benefit related to stock-based incentive plans | 0 | (1,098,000) | (443,000) |
Income from equity investment | 0 | (582,000) | (596,000) |
Deferred income taxes | (21,070,000) | 13,212,000 | (127,035,000) |
Other non-cash items | 1,434,000 | (2,422,000) | 3,491,000 |
Changes in assets and liabilities: | |||
Accounts receivable | (8,531,000) | (4,077,000) | 43,841,000 |
Income tax receivable | (2,159,000) | (1,269,000) | 16,036,000 |
Inventories | (129,772,000) | (41,798,000) | (48,977,000) |
Prepaid expenses and other assets | (5,989,000) | (1,204,000) | 1,250,000 |
Accounts payable | 2,201,000 | 34,657,000 | (9,992,000) |
Accrued expenses and other liabilities | 11,761,000 | (11,008,000) | 3,425,000 |
Income tax payable | (3,526,000) | (13,236,000) | 15,768,000 |
Net cash (used in) provided by operating activities | (26,928,000) | 117,455,000 | 141,172,000 |
Cash flows from investing activities | |||
Purchase of property and equipment | (8,923,000) | (13,992,000) | (9,631,000) |
Proceeds from sales of assets | 0 | 2,000,000 | 0 |
Proceeds from sales of property, plant and equipment | 0 | 0 | 17,000 |
Acquisitions of business, net of cash acquired | 0 | 0 | (250,000) |
Net cash used in investing activities | (8,923,000) | (11,992,000) | (9,864,000) |
Cash flows from financing activities | |||
Proceeds from short-term borrowings | 77,000,000 | 0 | 0 |
Repayments of short-term borrowings | (22,000,000) | 0 | 0 |
Repayments of long-term debt | (21,344,000) | (111,000,000) | (149,750,000) |
Debt issuance costs | (12,796,000) | (2,126,000) | 0 |
Repayments of capital lease obligations | (2,107,000) | (1,309,000) | (1,511,000) |
Excess tax benefit related to stock-based incentive plans | 0 | 1,098,000 | 443,000 |
Net proceeds from exercise of stock options | 2,964,000 | 6,073,000 | 823,000 |
Settlement on restricted stock tax withholding | (1,072,000) | (857,000) | (701,000) |
Net cash provided by (used in) financing activities | 20,645,000 | (108,121,000) | (150,696,000) |
Effect of foreign currency exchange rate on cash and cash equivalents | (230,000) | (3,147,000) | (2,521,000) |
Net decrease in cash and cash equivalents | (15,436,000) | (5,805,000) | (21,909,000) |
Cash and cash equivalents, beginning of period | 77,061,000 | 82,866,000 | 104,775,000 |
Cash and cash equivalents, end of period | $ 61,625,000 | $ 77,061,000 | $ 82,866,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Sep. 30, 2017 | |
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, chemical management services, third-party logistics or fourth-party logistics programs and point-of-use inventory management. In addition to the central stocking facilities, we use a network of forward-stocking locations to service customers in a JIT and or ad hoc manner. There are 58 administrative, sales and/or stocking facilities 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, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Wesco Aircraft Hardware Corp. (Wesco Aircraft Hardware), Wesco Aircraft EMEA, Ltd. (Wesco Aircraft EMEA), Wesco Aircraft Europe, Ltd., 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. Our financial statements have been prepared under the assumption that our company will continue as a going concern. On September 30, 2017, we adopted Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern. As a result of adopting ASU 2014-15, we are required to evaluate if there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. We accessed and concluded that our company will not have substantial doubts about our company's ability as a going concern during the period of one year after November 28, 2017 . 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 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, 2017 $ 3,846 $ (133 ) $ (604 ) $ 3,109 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 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 $1.5 million , $1.9 million and $1.7 million as of September 30, 2017 , 2016 , and 2015 , 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, including quantities and prices at which such inventories will be able to be sold in the normal course of business. During the years ended September 30, 2017 and 2016 , we recorded a provision to write down E&O inventory to net realizable value of $12.9 million and $14.6 million respectively. During the year ended September 30, 2015, we charged $95.1 million for impairment of inventory to net realizable value 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 . Also 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. The new strategy also included 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 calculating the E&O provision for our hardware inventory, which led to an additional E&O provision of $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 comprises assets and liabilities of each of our reporting units, which consists of Americas, Europe, Middle-East and Africa (EMEA) and Asia Pacific (APAC) reporting units (see change in our reporting units discussed under "Goodwill and Indefinite-Lived Intangible Assets" below). 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 Debt Issuance Costs Deferred debt issuance costs are amortized using the straight-line method, which approximates 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 debt issuance costs was $6.1 million , $4.6 million and $4.4 million for the years ended September 30, 2017 , 2016 and 2015 , respectively. As of September 30, 2017 and 2016 , the remaining unamortized deferred debt issuance costs are $15.4 million and $8.7 million , respectively, of which $11.7 million and $7.6 million was offset against the long-term debt, 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. As a result of our operating segment realignment discussed in Note 21, the composition of our reporting units for the evaluation of goodwill impairment has changed. Historically, our reporting units were identified at one level below our operating segments, which consisted of North America Hardware, North America Chemical, Rest-Of-World Hardware and Rest-Of-World Chemical. Effective July 1, 2017, we identified one reporting unit for each of our three new segments, which are Americas, EMEA and APAC. Goodwill was reassigned to the new reporting units using a relative fair value allocation approach. As a result of the change in reporting units, we are required to test goodwill impairment for the reporting units before this change, which is satisfied by our event-driven goodwill impairment test performed on June 30, 2017. We also performed our annual goodwill impairment test as of July 1, 2017 for the new reporting units as required, which indicated no impairment for any of the three new reporting units at July 1, 2017. For the Americas, EMEA and APAC reporting units, the fair value was in excess of carrying value by 12% , 61% and 28% , respectively. 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 during the years ended September 30, 2017 and 2016 , which resulted in an interim goodwill impairment charge of $311.1 million during the year of 2017 and no goodwill impairment for the year of 2016. 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 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 $4.6 million , $5.1 million and $7.8 million for the years ended September 30, 2017 , 2016 and 2015 , respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $31.4 million , $28.0 million and $33.2 million for the years ended September 30, 2017 , 2016 and 2015 , 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, 2017 , 2016 and 2015 , we made 13% , 12% , and 13% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this supplier were 6% and 3% of total accounts payable at September 30, 2017 and 2016 , respectively. Additionally, for the years ended September 30, 2017 , 2016 and 2015 , we made 9% , 8% , and 9% , respectively, of our purchases from Arconic and the amounts payable to this supplier were 6% and 3% of total accounts payable at September 30, 2017 and 2016 , 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 year ended September 30, 2017 , we derived nearly 11% of our total net sales from one individual customer. For the years ended September 30, 2016 and 2015 , 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 16% , 15% and 14% of our net sales during fiscal 2017 , 2016 and 2015 , 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, 2017 , 2016 and 2015 , realized foreign currency transaction gains were $0.1 million , $3.2 million and $0.6 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 incorporates stock price correlation and other variables over the time horizons matching the performance periods. Net Loss or Net Income 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2017 | |
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 FASB, in the form of 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 May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which specifies the modification accounting applicable to any entity that changes the terms or conditions of a share-based payment award. ASU 2017-09 is effective for the Company in fiscal year 2019. Early adoption is permitted. We do not anticipate the adoption of ASU 2017-09 will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company in fiscal year 2021, including interim reporting periods within that reporting period, and all annual and interim reporting periods thereafter. Early adoption 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 the Company in fiscal year 2018, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. We have an investment in two joint ventures accounted for under the equity method, which had a carrying value of $10.9 million as of September 30, 2017 . 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 the Company in fiscal year 2020 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. As of September 30, 2017 , total future minimum payments under our operating leases amounted to $51.4 million . 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 the Company in fiscal year 2019, 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 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 the Company in fiscal year 2018, and interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-11 can only be applied prospectively. We do not anticipate the adoption of ASU 2015-11 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, ASU 2016-12, ASU 2016-20, ASU 2017-10 and ASU 2017-13, which FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017 and September 2017, 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 as 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 for the Company is fiscal year 2019, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal year 2018, including interim reporting periods within that reporting period. The amended ASU 2014-09 may have an impact on the timing and amount of revenues and cost of sales in our industry due primarily to changes in whether certain performance obligations are accounted for on a gross or net basis, separating service revenue from the related product revenue, reporting costs currently included in operating expense as costs of services, and capitalizing certain up-front costs related to contracts and amortizing them over the service period. We have completed reviewing our major contracts and are in the process of reviewing the remaining contracts on a sampling basis to determine the extent to which these and other issues may impact on our results after adoption. We plan to adopt the amended ASU 2014-09 in fiscal 2019 using the modified retrospective method. Adopted Accounting Standards Updates Effective September 30, 2017, we adopted 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. The adoption of ASU 2014-15 did not have any impact on our consolidated financial statements. Effective October 1, 2016, we elected to early adopt ASU 2016-09, 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. The primary impacts of adoption are (1) the recognition of excess tax benefits in our benefit (provision) for income taxes instead of paid-in capital and (2) the presentation of excess tax benefits in the statement of cash flows as cash provided by operating activities instead of cash provided by financing activities. The first requirement is required to be applied prospectively. For the year ended September 30, 2017, we recorded $0.9 million of excess tax benefits as a reduction to our provision for income tax. For the second requirement, we elected to adopt this update prospectively. For the year ended September 30, 2017, we included the $0.9 million excess tax benefits in cash provided by operating activities on our consolidated statements of cash flows. ASU 2016-09 also addresses cash flow statement presentation. Since we have historically presented cash flows related to employee taxes paid for withheld shares as a financing activity, ASU 2016-09 had no impact on our consolidated statements of cash flows. As permitted by ASU 2019-09, we have elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. Effective October 1, 2016, we adopted, on a prospective basis, ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which 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. As of June 30, 2017, we did not have any provisional amounts outstanding from prior acquisitions. Therefore, the adoption of ASU 2015-16 did not have any impact on our consolidated financial statements. Effective October 1, 2016, we adopted 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 requires entities should present debt issuance costs for line-of-credit 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. As of September 30, 2017 and September 30, 2016, we had $3.7 million and $1.1 million , respectively, of deferred debt issuance costs related to our revolving line-of-credit facility. Effective October 1, 2016, we adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. ASU 2015-03 requires that we change the presentation of debt issuance costs on our consolidated balance sheets. Effective October 1, 2016, our unamortized debt issuance costs are presented as a reduction of long-term debt instead of being presented as an asset on our consolidated balance sheet. As required by ASU 2015-03, we reclassified $7.6 million of deferred debt issuance costs from non-current assets to reduce our $841.9 million long-term debt as of September 30, 2016. As of September 30, 2017 , deferred debt issuance costs of $11.7 million are presented as a reduction of our long-term debt. See Note 11 for further information. Effective October 1, 2016, we adopted, on a prospective basis, 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. The adoption of ASU 2014-12 did not have any impact on our consolidated financial statements. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Sep. 30, 2017 | |
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 an expense reduction of $355,000 related to the termination of leases and other expenses, partially offset by $170,000 of additional employee severance and related costs. 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 As of September 30, 2017, our restructuring liabilities were $0.4 million , which was included in the accrued expenses and other current liabilities line of our consolidated balance sheets. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Our inventory is comprised solely of finished goods. Charges to cost of sales for E&O provisions and related items were $12.9 million, $14.6 million and $95.1 million in the years ended September 30, 2017 , 2016 and 2015 , respectively. We believe that these amounts appropriately write-down E&O inventory to its net realizable value. In the fourth quarter of 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 provision of $33.0 million to reduce its carrying value to zero. 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. The new strategy also included 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 to determine the E&O provision for our hardware inventory, which led to an additional E&O inventory provision of $43.8 million . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
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 (paid quarterly) plus fees and expenses associated with company-related meetings. The management fee was waived by an entity affiliated with The Carlyle Group for the third and fourth quarters of fiscal 2017. We incurred expense of $0.6 million , $1.3 million and $1.1 million for the years ended September 30, 2017 , 2016 and 2015 , respectively, related to this management agreement. These amounts were paid to The Carlyle Group during the years ended September 30, 2017 , 2016 and 2015 . 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 $1.6 million , $1.8 million and $1.7 million for the years ended September 30, 2017 , 2016 and 2015 , respectively (see Note 17). |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following at September 30 (in thousands): 2017 2016 Land, buildings and improvements $ 31,202 $ 29,392 Machinery and equipment 21,265 18,288 Furniture and fixtures 8,011 6,319 Vehicles 942 1,288 Computer hardware and software 50,395 36,274 Construction in progress 4,300 11,333 116,115 102,894 Less: accumulated depreciation (65,760 ) (52,369 ) Property and equipment, net $ 50,355 $ 50,525 At September 30, 2017 and 2016 , property and equipment included assets of $15.6 million , and $8.9 million respectively, acquired under capital lease arrangements. Accumulated amortization of assets acquired under capital leases was $7.9 million and $5.8 million as of September 30, 2017 and 2016 , respectively. Depreciation and amortization expense for property and equipment was $13.4 million , $12.1 million and $11.8 million during the years ended September 30, 2017 , 2016 and 2015 , respectively (including amortization expense of $2.5 million , $1.5 million and $1.5 million on assets acquired under capital leases for the years ended September 30, 2017 , 2016 and 2015 , respectively). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill A reconciliation of our goodwill balance is as follows (in thousands): Americas EMEA APAC Consolidated 2017 2016 2017 2016 2017 2016 2017 2016 Beginning balance, gross $ 773,384 $ 773,384 $ 53,297 $ 64,019 $ 16,955 $ 16,955 $ 843,636 $ 854,358 Accumulated impairment (260,798 ) (260,798 ) — — (2,973 ) (2,973 ) (263,771 ) (263,771 ) Beginning balance, net $ 512,586 $ 512,586 $ 53,297 $ 64,019 $ 13,982 $ 13,982 $ 579,865 $ 590,587 Foreign currency translation — — (2,107 ) (10,722 ) — — (2,107 ) (10,722 ) Goodwill impairment (308,403 ) — — — (2,711 ) — (311,114 ) — Ending balance, gross $ 773,384 $ 773,384 $ 51,190 $ 53,297 $ 16,955 $ 16,955 $ 841,529 $ 843,636 Accumulated impairment (569,201 ) (260,798 ) — — (5,684 ) (2,973 ) (574,885 ) (263,771 ) Ending balance, net $ 204,183 $ 512,586 $ 51,190 $ 53,297 $ 11,271 $ 13,982 $ 266,644 $ 579,865 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. For the North America Hardware and North America Chemical reporting units, the fair value was in excess of carrying value by 29% and 15% , respectively. Since 2016, North America Hardware and North America Chemical reporting units have underperformed relative to the forecasts included in the Step 1 analysis; however, our qualitative impairment assessments performed on December 31, 2016 and March 31, 2017 did not indicate it was more likely than not that the carrying value exceeded the fair value of the two reporting units. During the third quarter of fiscal 2017, our stock price experienced a sustained decline in value. Additionally, during June 2017, we reassessed our five-year outlook following the appointment of our new CEO in May 2017. The cash flows in this updated five-year forecast indicated that it was more likely than not that the goodwill in the North America Hardware and North America Chemical reporting units was impaired. These events triggered our decision to perform a quantitative goodwill impairment test as of June 30, 2017. We performed our Step 1 goodwill impairment test on June 30, 2017 on all four reporting units. The results of these tests indicated that the goodwill of North America Hardware and North America Chemical reporting units was impaired. Lower projected revenue growth and operating results reflected changes in assumptions related to organic growth rates, market trends, business mix, cost structure and other expectations about the anticipated short-term and long-term operating results of these two reporting units, resulting in lower estimated fair values. As a result, we proceeded to Step 2 of the goodwill impairment analysis using the most appropriate valuation methods and compared the implied value of goodwill with the carrying value of the goodwill for each of the impaired reporting units. In applying the Step 2 analysis to the North America Hardware and North America Chemical reporting units, we determined that the fair value of certain identifiable intangibles including trademarks, customer relationships, and technology exceeded their carrying values by a significant amount which further reduced the implied fair value of goodwill. We recorded a non-cash impairment charge of $240.6 million for North America Hardware and $70.5 million for North America Chemical, for a total impairment charge of $311.1 million in the three months ended June 30, 2017 to reduce each reporting unit’s carrying value goodwill to its implied fair value. The remaining goodwill for the North America Hardware and North America Chemical reporting units was $51.4 million and $153.4 million , respectively, as of June 30, 2017, and after recording the impairment charges, the fair values of these reporting units exceeded their carrying values by 8% and 9% , respectively. The Rest of World Hardware and Rest of World Chemical reporting units were not impaired with estimated fair values of these reporting units exceeding their carrying values by 105% and 22% , respectively. As a result of our operating segment realignment discussed in Note 21, the composition of our reporting units for the evaluation of goodwill impairment has changed. Historically, our reporting units used to be one level below our operating segments, which consisted of North America Hardware, North America Chemical, Rest-Of-World Hardware and Rest-Of-World Chemical. Effective July 1, 2017, we identified one reporting unit for each of our three new segments, which are Americas, EMEA and APAC. Goodwill was reassigned to the new reporting units using a relative fair value allocation approach. As a result of the change in reporting units, we are required to test goodwill impairment for the reporting units before this change, which is satisfied by our event-driven goodwill impairment test performed on June 30, 2017. We also performed our annual goodwill impairment test as of July 1, 2017 for the new reporting units as required, which indicated no impairment for any of the three new reporting units at July 1, 2017. For the Americas, EMEA and APAC reporting units, the fair value was in excess of carrying value by 12% , 61% and 28% , respectively. Intangible Assets As of September 30, 2017 and 2016 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2017 2016 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships (12 to 20 year life) $ 172,603 $ (64,319 ) $ 173,437 $ (53,829 ) Trademarks (5 years to indefinite life) 52,930 (3,610 ) 53,034 (2,618 ) 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) 32,260 (11,572 ) 32,481 (8,391 ) Total intangible assets $ 263,577 $ (85,285 ) $ 264,736 $ (70,622 ) Estimated future intangible amortization expense as of September 30, 2017 is as follows (in thousands): 2018 $ 14,933 2019 14,933 2020 14,799 2021 14,396 2022 14,396 Thereafter 67,003 $ 140,460 Amortization expense included in the statements of comprehensive income for the years ended September 30, 2017 , 2016 and 2015 was $14.9 million , $15.8 million and $15.9 million , respectively. In addition to amortizing intangibles, we assigned an indefinite life to the Wesco Aircraft trademark. As of September 30, 2017 and 2016 , 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, 2017 | |
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, 2017 2016 Accrued compensation and related expenses $ 16,271 $ 10,067 Accrued customer rebates 4,240 3,931 Accrued taxes (property, sales and use) 2,083 150 Interest rate swap 2,462 1,059 Other accruals 10,273 11,217 Accrued expenses and other current liabilities $ 35,329 $ 26,424 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 September 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Term loan A $ 380,000 $ 376,960 $ 401,344 $ 401,344 Term loan B 440,562 428,667 440,562 435,716 Revolving facility 55,000 55,000 — — Interest rate swap hedge liabilities 3,365 3,365 6,672 6,672 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): September 30, 2017 September 30, 2016 Principal Amount Deferred Debt Issuance Costs Carrying Amount Principal Amount Deferred Debt Issuance Costs Carrying Amount Term loan A facility $ 380,000 $ (7,562 ) $ 372,438 $ 401,344 $ (2,247 ) $ 399,097 Term loan B facility 440,562 (4,162 ) 436,400 440,562 (5,380 ) 435,182 Revolving facility 55,000 — 55,000 — — — 875,562 (11,724 ) 863,838 841,906 (7,627 ) 834,279 Less: current portion 75,000 — 75,000 — — — Non-current portion $ 800,562 $ (11,724 ) $ 788,838 $ 841,906 $ (7,627 ) $ 834,279 Aggregate maturities of long-term debt as of September 30, 2017 are as follows (in thousands): Years Ended September 30, 2018 $ 75,000 2019 20,000 2020 20,000 2021 760,562 $ 875,562 Sixth Amendment to Senior Secured Credit Facilities On November 2, 2017, we entered into the Sixth Amendment to Credit Agreement (the Sixth 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 Sixth Amendment, the Existing Credit Agreement; the Existing Credit Agreement, as amended by the Sixth Amendment, the Credit Agreement). The Sixth Amendment modified the Existing Credit Agreement to increase the Excess Cash Flow Percentage (as such term is defined in the Credit Agreement) to 75% , provided that the Excess Cash Flow Percentage shall be reduced to (i) 50% , if the Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement) is less than 4.00 but greater than or equal to 3.00 , (ii) 25% , if the Consolidated Total Leverage Ratio is less than 3.00 but greater than or equal to 2.50 and (iii) 0% , if the Consolidated Total Leverage Ratio is less than 2.50 . The Sixth Amendment further modified the Credit Agreement to reduce the maximum amount permitted to be incurred under the Capped Incremental Facility (as such term is defined in the Credit Agreement) to zero , unless the Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement), after giving effect to the incurrence of any incremental loans or commitments and the use of proceeds thereof, on a pro forma basis, would be (i) less than 4.00 but greater than or equal to 3.50 , in which case the Capped Incremental Facility would be increased to $75.0 million or (ii) less than 3.50 , in which case the Capped Incremental Facility would be increased to $150.0 million . The Sixth Amendment also modified the Credit Agreement to increase the Consolidated Total Leverage Ratio levels in the financial covenant set forth in the Credit Agreement to a maximum of 6.25 for the quarters ending September 30, 2017, December 31, 2017 and March 31, 2018, with step-downs to 6.00 for the quarters ending June 30, 2018 and September 30, 2018; 5.75 for the quarter ending December 31, 2018; 5.50 for the quarter ending March 31, 2019; 5.25 for the quarter ending June 30, 2019; 4.75 for the quarters ending September 30, 2019, December 31, 2019 and March 31, 2020; 4.00 for the quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021; and 3.00 for the quarter ending June 30, 2021 and thereafter. As a result of the Amendment, we incurred $1.9 million in fees that were capitalized and will be amortized over the remaining life of the related debt. Existing Senior Secured Credit Facilities The Credit Agreement provides for (1) a $400.0 million senior secured term loan A facility (the term loan A facility), (2) a $180.0 million revolving facility (the revolving facility), and (3) a $525.0 million senior secured term loan B facility (the term loan B facility). We refer to term loan A facility, the revolving facility and the term loan B facility, together, as the “Credit Facilities.” On March 28, 2017, we entered into the Fifth Amendment to the Credit Agreement (the “Fifth Amendment”). The Fifth Amendment modified the Existing Credit Agreement to increase the highest possible interest rate margin applicable to loans under the term loan A facility and loans and commitments under the revolving facility from 2.75% to 3.00% for Eurocurrency loans and from 1.75% to 2.00% for Alternate Base Rate (ABR) loans. The Fifth Amendment also modified the Existing Credit Agreement to (a) to reduce the maximum amount permitted to be incurred under the Capped Incremental Facility and (b) increase the Consolidated Total Leverage Ratio levels in the financial covenant; however, these modifications were subsequently superseded by the Sixth Amendment. During the year ended September 30, 2017 , we made four required quarterly payments totaling $20.0 million and a voluntary prepayment of $1.3 million on our term loan A facility and three voluntary prepayments totaling $22.0 million on our borrowings under the revolving facility. As of September 30, 2017 , $55.0 million of indebtedness was outstanding and $125.0 million was available for borrowing under the revolving facility to fund our operating and investing activities without breaching any covenants contained in the Credit Agreement. The interest rate for the term loan A facility 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 3.00% for Eurocurrency loans and 1.00% to 2.00% for 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 on the earlier of (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of September 30, 2017 , the interest rate for borrowings under the term loan A facility was 4.24% , which approximated the effective interest rate. The interest rate for the term loan B facility has a margin of 2.50% per annum for Eurocurrency loans (subject to a minimum Eurocurrency rate floor of 0.75% per annum) or 1.50% per annum for ABR loans (subject to a minimum ABR floor of 1.75% per annum). The term loan B facility amortizes in equal quarterly installments of 0.25% of the original principal amount of $525.0 million , with the balance due at maturity on February 28, 2021. As of September 30, 2017 , the interest rate for borrowings under the term loan B facility was 3.84% , which approximated the effective interest rate. In July 2015, we entered into interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note 12 below. The interest rate for the revolving facility is based on our Consolidated Total Leverage Ratio as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 3.00% for Eurocurrency loans and 1.00% to 2.00% for ABR loans. The revolving facility expires on the earlier of (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of September 30, 2017 , the weighted-average interest rate for borrowings under the revolving facility was 4.24% . As a result of the Fourth Amendment to our Credit Agreement on October 4, 2016, we incurred $10.5 million in fees that were capitalized, $7.2 million of which was related to the term loan A facility and $3.3 million of which was related to the revolving facility. Of the $3.4 million of the unamortized deferred debt issuance costs related to the Credit Agreement prior to the Fourth Amendment, $2.3 million was written off as debt extinguishment loss in the year ended September 30, 2017 , which was included in interest expense for the period. As a result of the Fifth Amendment to our Credit Agreement on March 28, 2017, we incurred $2.3 million in fees that were capitalized, $1.6 million of which was related to the term loan A facility and $0.7 million of which was related to the revolving facility. The deferred debt issuance costs of term loan B were not impacted by the Fourth Amendment or Fifth Amendment. The following table summarizes the total deferred debt issuance costs for the term loan A facility, the term loan B facility and the revolving facility, which will be amortized over their remaining terms. Term Loan A Facility Term Loan B Facility Revolving Facility Total Deferred debt issuance costs as of September 30, 2016 $ 2,247 $ 5,378 $ 1,120 $ 8,745 Write off for the Fourth Amendment (1,769 ) — (553 ) (2,322 ) Deferred debt issuance costs for the Fourth Amendment 7,215 — 3,247 10,462 Deferred debt issuance costs for the Fifth Amendment 1,617 — 719 2,336 Amortization of deferred debt issuance costs (1,748 ) (1,216 ) (857 ) (3,821 ) Deferred debt issuance costs as of September 30, 2017 $ 7,562 $ 4,162 $ 3,676 $ 15,400 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 Agreement contains 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 referred to above, our borrowings under the Credit Facilities are subject to a financial covenant based upon our Consolidated Total Leverage Ratio with the maximum ratio prior to the Sixth Amendment set at 4.50 for the quarter ending September 30, 2017 , and after the Sixth Amendment set at 6.25 for the quarter ending September 30, 2017 . Had the Consolidated Total Leverage Ratio not been increased by the Sixth Amendment, we would not have been in compliance as of September 30, 2017 or subsequent measurement dates based on our current operating forecasts and debt levels. After the Sixth Amendment, as of September 30, 2017 we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was 4.59 . After the Sixth Amendment, based on our current covenants and current forecasts, we expect to be compliance for the one year period following the issuance of our 2017 financial statements. UK Line of Credit Our subsidiary, Wesco Aircraft EMEA, has a £7.0 million ( $9.4 million based on the September 30, 2017 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, 2017 , 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, 2017 | |
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 $387.5 million through September 29, 2017, and matured on September 29, 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, which is effective on September 29, 2017 and matures on September 30, 2019, has an amortizing notional amount, $375.0 million as of September 30, 2017 , giving us the contractual right to pay a fixed interest rate of 2.2625% plus the applicable margin under the term loan B facility. 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 loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended September 30, 2017 , 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, 2017 , 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 loss related to derivatives are reclassified to interest expense as interest payments are made on our variable-rate debt. As of September 30, 2017 , we expected to reclassify approximately $1.6 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. On October 3 and October 5, 2016, we entered into two foreign currency forward contracts to partially reduce our exposure to foreign currency fluctuations for a subsidiary's net monetary assets, which are denominated in a foreign currency. Both foreign currency forward contracts expired on December 28, 2016. On January 6, 2017, 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 foreign currency forward contract expired on March 30, 2017. The derivatives were not designated as a hedging instrument. The change in their 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. We did not have foreign currency forward contracts as of September 30, 2017 and 2016 . The following table summarizes the notional principal amounts at September 30, 2017 and 2016 of our interest rate swap agreements discussed above (in thousands). We did not have foreign exchange forward contracts as of September 30, 2017 and 2016 . Derivative Notional September 30, 2017 September 30, 2016 Instruments designated as accounting hedges: Interest rate contracts $ 375,000 $ 425,000 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, 2017 and 2016 (in thousands). We did not have foreign exchange forward contracts as of September 30, 2017 and 2016 . Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2017 2016 Instruments designated as accounting hedges: Interest rate swap contracts Accrued expenses and other current liabilities $ 2,462 $ 1,057 Other liabilities 903 5,615 The following table provides the losses of our cash flow hedging instruments (net of income tax benefit), which were transferred from accumulated other comprehensive loss to our consolidated statement of comprehensive (loss) income for the years ended September 30, 2017 , 2016 and 2015 (in thousands). Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2017 2016 2015 Interest rate swap contracts Interest expense, net $ (385 ) $ (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 gain (loss) for the years ended September 30, 2017 , 2016 and 2015 (in thousands). Years Ended September 30, Cash Flow Derivatives 2017 2016 2015 Interest rate swap contracts $ 1,688 $ (2,973 ) $ (2,581 ) The following table provides a summary of changes to our accumulated other comprehensive loss related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2017 and 2016 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2017 2016 Balance at beginning of period $ (4,206 ) $ (2,577 ) Change in fair value of hedging instruments 1,688 (2,973 ) Amounts reclassified to earnings 385 1,344 Net current period other comprehensive income 2,073 (1,629 ) Balance at end of period $ (2,133 ) $ (4,206 ) 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, 2017 , 2016 and 2015 (in thousands). We did not have such derivative instruments in the year ended September 30, 2015. Instruments Not Designated As Hedging Instruments Location in Consolidated Statement of Comprehensive Income Years Ended September 30, 2017 2016 2015 Foreign exchange contract Other income, net $ (1,843 ) $ (5,606 ) — |
Other Comprehensive Loss
Other Comprehensive Loss | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 Year Ended September 30, 2016 Year Ended September 30, 2015 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives 2,692 (1,004 ) 1,688 (4,716 ) 1,743 (2,973 ) (4,094 ) 1,513 (2,581 ) Less: adjustment for losses on derivatives included in net income 615 (230 ) 385 2,132 (788 ) 1,344 6 (2 ) 4 Change in net foreign currency translation adjustment (5,959 ) (1,179 ) (7,138 ) (39,211 ) — (39,211 ) (25,322 ) — (25,322 ) Other comprehensive loss $ (2,652 ) $ (2,413 ) $ (5,065 ) $ (41,795 ) $ 955 $ (40,840 ) $ (29,410 ) $ 1,511 $ (27,899 ) 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. 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, 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 ) Other Comprehensive loss before reclassifications (5,959 ) 2,692 (3,267 ) Amounts reclassified out of accumulated other loss — 615 615 Tax effects (1,179 ) (1,234 ) (2,413 ) Other comprehensive loss (7,138 ) 2,073 (5,065 ) Balance at September 30, 2017 $ (82,493 ) $ (2,133 ) $ (84,626 ) |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net (Loss) Income Per Share The following table presents net (loss) income per share and related information (dollars in thousands): Years Ended September 30, 2017 2016 2015 Net (loss) income $ (237,346 ) $ 91,378 $ (154,744 ) Basic weighted average shares outstanding 98,700,879 97,634,155 96,955,043 Dilutive effect of stock options and restricted shares — 531,701 — Dilutive weighted average shares outstanding 98,700,879 98,165,856 96,955,043 Basic net (loss) income per share $ (2.40 ) $ 0.94 $ (1.60 ) Diluted net (loss) income per share $ (2.40 ) $ 0.93 $ (1.60 ) Shares of common stock equivalents of 3.7 million , 2.0 million , and 2.3 million for the years ended September 30, 2017 , 2016 and 2015 , respectively, were excluded from the diluted calculation due to their anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before benefit or provision for income taxes for the years ended September 30, 2017 , 2016 and 2015 was as follows (in thousands): 2017 2016 2015 U.S. (loss) income $ (261,594 ) $ 63,614 $ (242,864 ) Foreign income 13,347 61,976 1,248 Total $ (248,247 ) $ 125,590 $ (241,616 ) The components of our income tax provision (benefit) for the years ended September 30, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Current provision Federal $ (2,536 ) $ 7,315 $ 24,797 State and local (591 ) 1,134 1,726 Foreign 12,999 12,482 13,247 Subtotal 9,872 20,931 39,770 Deferred (benefit) provision Federal (14,730 ) 10,979 (105,748 ) State and local (2,738 ) 1,108 (12,543 ) Foreign (3,305 ) 1,194 (8,351 ) Subtotal (20,773 ) 13,281 (126,642 ) (Benefit) provision for income taxes $ (10,901 ) $ 34,212 $ (86,872 ) The tax impact associated with the exercise of employee stock options and vesting of restricted stock units for the year ended September 30, 2017 will be recognized in the current tax return. For the year ended September 30, 2017 , $0.9 million of tax benefit was recorded as a decrease to our provision for income tax due to the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , as discussed in Note 3. For the years ended September 30, 2016 and 2015 , a reduction to paid in capital of $1.1 million of tax benefit was recorded as an increase to additional paid in capital, and $0.1 million of tax benefit was recorded as a decrease to additional paid in capital, respectively. A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Provision (benefit) for income taxes at statutory rate $ (84,404 ) 34.00 % $ 43,956 35.00 % $ (84,566 ) 35.00 % State taxes, net of tax benefit (4,559 ) 1.84 % 1,458 1.16 % (7,002 ) 2.90 % Deemed foreign dividends 6,099 (2.46 )% 3,963 3.16 % 4,289 (1.78 )% Nondeductible items 283 (0.11 )% (1,912 ) (1.52 )% (642 ) 0.27 % Impact of foreign operations (3,526 ) 1.42 % (8,015 ) (6.38 )% 2,125 (0.88 )% Foreign tax credit (6,197 ) 2.50 % (4,313 ) (3.43 )% (4,205 ) 1.74 % Valuation allowance 15,057 (6.07 )% — — % — — % Non-deductible goodwill impairment 23,644 (9.52 )% — — % — — % Unremitted earnings of foreign subsidiaries 37,537 (15.12 )% — — % — — % Tax contingencies 4,123 (1.66 )% (674 ) (0.54 )% 772 (0.32 )% Other 1,042 (0.43 )% (251 ) (0.21 )% 2,357 (0.98 )% Actual (benefit) provision for income taxes $ (10,901 ) 4.39 % $ 34,212 27.24 % $ (86,872 ) 35.95 % As of September 30, 2017 and 2016 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2017 2016 Deferred tax assets - Non-current Inventories $ 92,711 $ 88,000 Reserves and other accruals 1,692 412 Compensation accruals 2,308 1,060 Goodwill and intangible assets 20,101 — Stock options 3,197 3,674 Net operating losses and tax credits 19,345 16,827 Other 2,611 2,119 Total deferred tax assets 141,965 112,092 Deferred tax (liabilities) - Non-current Property and equipment (3,505 ) (355 ) Deferred debt issuance costs — (38 ) Unremitted earnings of foreign subsidiaries (40,009 ) — Goodwill and intangible assets — (52,072 ) Other (7,008 ) — Total deferred tax liabilities - non-current (50,522 ) (52,465 ) Valuation allowance (18,602 ) (5,548 ) Net deferred tax assets (liabilities) $ 72,841 $ 54,079 We had deferred tax assets of $20.1 million and deferred tax liabilities of $52.1 million with respect to goodwill and other intangible assets as of September 30, 2017 and September 30, 2016, respectively. The change is primarily due to the $311.1 million goodwill impairment charge during the year ended September 30, 2017, as discussed in Note 2, a portion of which will be deductible for tax purposes. As of September 30, 2017 , we had state net operating loss carryforwards of $3.0 million , which will begin to expire in 2026, and foreign net operating loss carryforwards of $9.7 million which will begin to expire in 2021. As of September 30, 2017 , we had U.S. foreign tax credit carryforwards of $17.4 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, 2013. During the year ended September 30, 2017, we reassessed the potential need to repatriate foreign earnings based on our current long-range outlook, the current imbalance between cash generated and used in the U.S., and the increase in the percentage of excess cash that must be used to repay debt. We determined it was likely that we would, in the future, repatriate certain previously undistributed foreign earnings. Accordingly, we recorded a deferred tax liability for U.S. federal and state taxes of $40.0 million , which equals a $38.7 million deferred tax liability after taking into account the federal tax benefit of state taxes. Of this amount, $37.5 million was provided for through the deferred tax provision and the remaining $1.2 million is a cumulative translation adjustment to reflect currency fluctuation related to the previously undistributed earnings. The remaining undistributed earnings of foreign subsidiaries, which amount to $26.1 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 these undistributed earnings would be between $7.0 million and $8.0 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, 2017 , the total amount of gross unrecognized tax benefits was $6.5 million , including $1.0 million of interest and $0.3 million of penalties, all of which would impact the effective tax rate if recognized. It is reasonably possible that within the next twelve months, $0.1 million of benefit 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, 2017 , 2016 and September 30, 2015 are as follows (in thousands): 2017 2016 2015 Beginning balance $ 2,166 $ 2,725 $ 1,901 Increases related to tax positions taken during a prior year 3,250 — 1,716 Decreases related to tax positions taken during a prior year — — — 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 (51 ) (113 ) (892 ) Changes due to translation of foreign currencies (133 ) 133 — Ending balance $ 5,232 $ 2,166 $ 2,725 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, 2017 $ 5,548 $ 13,054 $ 18,602 Year ended September 30, 2016 5,961 (413 ) 5,548 Year ended September 30, 2015 4,930 1,031 5,961 |
Stock-Based and Other Compensat
Stock-Based and Other Compensation Arrangements | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 , there were 3,457,947 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, 2017 , we have outstanding 461,766 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, 2016 2,700,157 $ 12.59 6.07 $ 6,833 Granted 683,230 13.52 Exercised (614,588 ) 4.39 Forfeited options (305,989 ) 12.40 Options outstanding at September 30, 2017 2,462,810 $ 14.92 6.99 $ 79 Options exercisable at September 30, 2017 2,001,044 $ 15.34 6.59 $ 79 (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, 2017 , 2016 and 2015 was $6.0 million , $4.5 million and $1.5 million , respectively. For the years ended September 30, 2017 , 2016 and 2015 , we recorded $2.6 million , $3.2 million and $3.6 million , respectively, of stock-based compensation expense related to these options that is included within selling, general and administrative expenses. At September 30, 2017 , the unrecognized stock-based compensation related to these options was $1.6 million and is expected to be recognized over a weighted-average period of 1.7 years. Cash received from the exercise of stock options by us during the years ended September 30, 2017 , 2016 and 2015 was $2.7 million , $6.3 million and $0.8 million , respectively. Restricted Stock Units and Restricted Stock In the year ended September 30, 2017 , we granted 813,803 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, 2017 , 2016 and 2015 , we granted 68,493 , 57,759 and 73,662 , respectively, of restricted common shares to our directors. During fiscal year 2017 , we also granted performance-related restricted stock units (PSUs) to certain executives. The PSUs vest after three years based on the achievement of certain predetermined goals, and are payable in shares of our common stock. One of the goals is based on our achieving a certain level of return on invested capital (ROIC) and the other goal is based on our total shareholder return (TSR) relative to certain peer companies over the three-year performance period. The actual number of shares to be issued for these PSUs is subject to final achievement of these goals and can range from 0% to 200% of the target shares set at the time of grant. Stock-based compensation expense for the PSUs is recognized on a straight-line basis over the performance period based upon the value determined using the intrinsic value method for the ROIC portion of the PSUs and using the Monte Carlo valuation method for the TSR portion of the PSUs. Stock-based compensation expense for the ROIC portion of the PSUs is cumulatively adjusted based upon the expected achievement of ROIC, which is assessed by management quarterly until vesting. Stock-based compensation expense for the TSR portion of the PSUs is recognized over the performance period regardless of the TSR performance. For the years ended September 30, 2017 , 2016 and 2015 , we recorded $3.8 million , $5.3 million and $4.3 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, 2017 , 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 2.0 years. Restricted share activity during the year ended September 30, 2017 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2016 606,444 $ 13.63 Granted(1) 882,296 12.63 Vested (401,433 ) 13.99 Forfeited (289,745 ) 13.80 Outstanding at September 30, 2017 797,562 $ 12.21 (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, 2017 , 2016 and 2015 was $5.3 million , $3.5 million and $3.1 million , respectively. The fair value of shares that were granted during the years ended September 30, 2017 , 2016 and 2015 was $11.1 million , $6.9 million and $8.8 million , respectively. The weighted average fair value at the grant date for restricted shares issued during the years ended September 30, 2017 , 2016 and 2015 was $12.63 , $12.29 and $16.05 , respectively. Due to tax deductions associated with option exercises and restricted share activities, we realized tax benefits of $0.9 million , tax benefits of $1.1 million and a tax shortfall of $0.1 million for the years ended September 30, 2017 , 2016 and 2015 , respectively. The realized 2017 tax benefits were recorded as a reduction to our provision for income tax allowed by ASU 2016-09 which we early adopted on October 1, 2016 (see Note 3 for more discussion on ASU 2016-09), and the realized 2016 tax benefits and 2015 tax shortfall 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: 2017 2016 2015 Expected life (in years) 6.00 6.00 5.93 Volatility 30.94 % 35.00 % 38.51 % Risk free interest rate 1.33 % 1.55 % 1.87 % Dividend yield — — — The weighted average fair value per option at the grant date for options issued during the years ended September 30, 2017 , 2016 , and 2015 was $4.37 , $4.38 and $6.52 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
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-concealable 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, 2017 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2018 $ 9,341 $ 1,701 $ 11,042 2019 8,180 1,642 9,822 2020 6,849 153 7,002 2021 5,804 38 5,842 2022 5,096 — 5,096 Thereafter 12,558 — 12,558 $ 47,828 $ 3,534 $ 51,362 Total rent expense for the years ended September 30, 2017 , 2016 and 2015 was $12.6 million , $11.9 million and $11.4 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, 2017 and September 30, 2016 are $5.3 million and $3.5 million , respectively. Future minimum lease payments under capital lease agreements as of September 30, 2017 are as follows (in thousands): 2018 $ 3,041 2019 1,420 2020 451 2021 94 2022 91 Thereafter 156 5,253 Less: Interest (288 ) Total $ 4,965 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, 2017 | |
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 , $2.4 million and $2.1 million to this plan during the years ended September 30, 2017 , 2016 and 2015 , respectively. Certain non-US employees of the Company participate in other defined contribution retirement plans with varying vesting and contribution provisions. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Years Ended September 30, 2017 2016 2015 (in thousands) Cash payments for: Interest $ 33,386 $ 33,349 $ 32,551 Income taxes 10,287 37,193 16,996 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 3,891 $ 1,780 $ 333 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for quarters ended December 31, 2015 through September 30, 2017 is as follows (in thousands except per share data): Quarters Ended: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Net sales $ 361,552 $ 363,907 $ 364,599 $ 339,371 Gross profit 87,487 90,208 94,755 89,457 Net (loss) income (1) (38,287 ) (229,608 ) 17,442 13,107 Basic net (loss) income per share (2) $ (0.39 ) $ (2.32 ) $ 0.18 $ 0.13 Diluted net (loss) income per share (2) $ (0.39 ) $ (2.32 ) $ 0.18 $ 0.13 Quarters Ended: September 30, 2016 June 30, 2016 March 31, 2016 December 31, 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 1. During the three months ended June 30, 2017, we recorded a non-cash goodwill impairment charge of $311.1 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, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We evaluate segment performance based on segment income or loss from operations. 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. Prior to the three months ended September 30, 2017, we were organized on a global functional basis and we had two reportable segments, which were the North America segment and the Rest of World segment. Revenues were allocated based on the sales region responsible for the customer relationship. All corporate and other expenses benefiting both segments were reported in the segment that incurred the expenses, primarily North Americas. During the three months ended September 30, 2017, we reorganized our businesses under three geographic-based segments: the Americas, EMEA and APAC. Our CODM began reviewing segment results on this basis for purposes of allocating resources and assessing performance. Each segment’s results reflect the results of our subsidiaries within that geographic region. Revenues reported by a segment reflect the customer contracts held by that segment, regardless of the geographic location of that customer. Some segments incur expenses for the benefit of the group or other segments, however these expenses are not allocated. We now present corporate expenses related to public company reporting costs and other costs that would not be required by the segments if they were operating on a standalone basis as unallocated corporate costs. We have retroactively recast our segment results and unallocated corporate expenses for the years ended September 30, 2017, 2016 and 2015. The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2017 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,142,366 $ 258,072 $ 28,991 $ — $ 1,429,429 (Loss) income from operations (2) (3) (213,501 ) 25,138 (172 ) (20,260 ) (208,795 ) Interest expense, net 35,936 3,786 99 — 39,821 Capital expenditures 5,659 3,165 99 — 8,923 Depreciation and amortization 24,765 3,321 266 — 28,352 Total assets 1,436,840 275,445 41,822 — 1,754,107 Goodwill (3) 204,183 51,190 11,271 — 266,644 (1) For fiscal 2017, nearly 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2017 consisted of payroll and personnel costs of $10.1 million , stock-based compensation expenses of $3.4 million and professional fees and other corporate expenses of $6.8 million . (3) Changes in the goodwill balance for fiscal 2017 included a non-cash impairment charge of $311.1 million , of which $308.4 million was related to the Americas segment and $2.7 million was related to the APAC segment. See Note 8 for further information. Year Ended September 30, 2016 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales $ 1,177,496 $ 274,952 $ 24,918 $ — $ 1,477,366 Income from operations (1) 134,159 43,881 1,196 (20,486 ) 158,750 Interest expense, net 32,595 4,309 (3 ) — 36,901 Capital expenditures 12,728 1,143 121 — 13,992 Depreciation and amortization 24,412 3,289 279 — 27,980 Total assets 1,639,583 265,724 43,271 — 1,948,578 Goodwill (2) 512,586 53,297 13,982 579,865 (1) Unallocated corporate costs for fiscal 2016 consisted of payroll and personnel costs of $6.7 million , stock-based compensation expenses of $5.3 million and professional fees and other corporate expenses of $8.5 million . (2) For fiscal 2016, the change in the goodwill balance was due to foreign currency exchange rate changes related to the EMEA segment. See Note 8 for further information. Year Ended September 30, 2015 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales $ 1,191,928 $ 288,276 $ 17,411 $ — $ 1,497,615 (Loss) income from operations (1) (2) (197,251 ) 16,672 (2,578 ) (23,208 ) (206,365 ) Interest expense, net 32,921 4,179 (8 ) — 37,092 Capital expenditures (8,237 ) (1,373 ) (21 ) (9,631 ) Depreciation and amortization 23,490 3,935 301 — 27,726 (1) Unallocated corporate costs for fiscal 2015 consisted of payroll and personnel costs of $6.9 million , stock-based compensation expenses of $4.9 million and professional fees and other corporate expenses of $11.4 million . (2) For fiscal 2015, we recognized a non-cash goodwill impairment charge of $263.8 million , of which $260.8 million was related to the Americas segment and $3.0 million was related to the APAC segment. Geographic Information We operated principally in the United States, United Kingdom and other foreign geographic areas in Americas, Europe and emerging markets, such as Asia, Pacific Rim and the Middle East. Net sales by geographic area, for the years ended September 30, 2017 , 2016 , and 2015 , were as follows (dollars in thousands): Years Ended September 30, 2017 2016 2015 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales United States of America $ 1,062,523 74.3 % $ 1,087,691 73.6 % $ 1,101,385 73.5 % United Kingdom 179,160 12.5 % 195,473 13.2 % 190,661 12.7 % Other foreign countries 187,746 13.2 % 194,202 13.2 % 205,569 13.8 % All foreign countries 366,906 25.7 % 389,675 26.4 % 396,230 26.5 % Total $ 1,429,429 100.0 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % We determine the geographic area based on the origin of the sale. Our long-lived assets consist of property and equipment, net, intangible assets, net and investment in joint ventures. Long-lived assets by geographic area, for the years ended September 30, 2017 and 2016 , were as follows (in thousands): Years Ended September 30 2017 2016 United States of America $ 185,438 $ 198,370 All foreign countries 54,109 56,947 $ 239,547 $ 255,317 Product and Services Information Net sales by product categories, for the years ended September 30, 2017 , 2016 and 2015 were as follows (dollars in thousands): Years Ended September 30 2017 2016 2015 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales Hardware $ 665,224 46.6 % $ 711,177 48.2 % $ 738,496 49.3 % Chemicals 602,039 42.1 % 600,124 40.6 % 591,840 39.5 % Electronic components 100,160 7.0 % 105,207 7.1 % 107,918 7.2 % Bearings 34,566 2.4 % 34,662 2.3 % 33,602 2.3 % Machined parts and other 27,440 1.9 % 26,196 1.8 % 25,759 1.7 % Total $ 1,429,429 100.0 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % |
Subsequent Event
Subsequent Event | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On November 2, 2017, we entered into the Sixth Amendment to our Credit Agreement. The Sixth Amendment modified the Existing Credit Agreement to increase the Excess Cash Flow Percentage (as such term is defined in the Credit Agreement) to 75% , provided that the Excess Cash Flow Percentage shall be reduced to (i) 50% , if the Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement) is less than 4.00 but greater than or equal to 3.00 , (ii) 25% , if the Consolidated Total Leverage Ratio is less than 3.00 but greater than or equal to 2.50 and (iii) 0% , if the Consolidated Total Leverage Ratio is less than 2.50 . The Sixth Amendment further modified the Credit Agreement to reduce the maximum amount permitted to be incurred under the Capped Incremental Facility (as such term is defined in the Credit Agreement) to zero , unless the Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement), after giving effect to the incurrence of any incremental loans or commitments and the use of proceeds thereof, on a pro forma basis, would be (i) less than 4.00 but greater than or equal to 3.50 , in which case the Capped Incremental Facility would be increased to $75.0 million or (ii) less than 3.50 , in which case the Capped Incremental Facility would be increased to $150.0 million . The Sixth Amendment also modified the Credit Agreement to increase the Consolidated Total Leverage Ratio levels in the financial covenant set forth in the Credit Agreement to a maximum of 6.25 for the quarters ending September 30, 2017, December 31, 2017 and March 31, 2018, with step-downs to 6.00 for the quarters ending June 30, 2018 and September 30, 2018; 5.75 for the quarter ending December 31, 2018; 5.50 for the quarter ending March 31, 2019; 5.25 for the quarter ending June 30, 2019; 4.75 for the quarters ending September 30, 2019, December 31, 2019 and March 31, 2020; 4.00 for the quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021; and 3.00 for the quarter ending June 30, 2021 and thereafter. As a result of the Amendment, we incurred $1.9 million in fees that were capitalized and will be amortized over the remaining life of the related debt. See Note 11 for further information about the Credit Facilities. . |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Wesco Aircraft Hardware Corp. (Wesco Aircraft Hardware), Wesco Aircraft EMEA, Ltd. (Wesco Aircraft EMEA), Wesco Aircraft Europe, Ltd., 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. Our financial statements have been prepared under the assumption that our company will continue as a going concern. On September 30, 2017, we adopted Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern. As a result of adopting ASU 2014-15, we are required to evaluate if there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. We accessed and concluded that our company will not have substantial doubts about our company's ability as a going concern during the period of one year after November 28, 2017 . |
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 $1.5 million , $1.9 million and $1.7 million as of September 30, 2017 , 2016 , and 2015 , 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, including quantities and prices at which such inventories will be able to be sold in the normal course of business. During the years ended September 30, 2017 and 2016 , we recorded a provision to write down E&O inventory to net realizable value of $12.9 million and $14.6 million respectively. During the year ended September 30, 2015, we charged $95.1 million for impairment of inventory to net realizable value as further described below. |
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 comprises assets and liabilities of each of our reporting units, which consists of Americas, Europe, Middle-East and Africa (EMEA) and Asia Pacific (APAC) reporting units (see change in our reporting units discussed under "Goodwill and Indefinite-Lived Intangible Assets" below). 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 Debt Issuance Costs Deferred debt issuance costs are amortized using the straight-line method, which approximates 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. As a result of our operating segment realignment discussed in Note 21, the composition of our reporting units for the evaluation of goodwill impairment has changed. Historically, our reporting units were identified at one level below our operating segments, which consisted of North America Hardware, North America Chemical, Rest-Of-World Hardware and Rest-Of-World Chemical. Effective July 1, 2017, we identified one reporting unit for each of our three new segments, which are Americas, EMEA and APAC. Goodwill was reassigned to the new reporting units using a relative fair value allocation approach. As a result of the change in reporting units, we are required to test goodwill impairment for the reporting units before this change, which is satisfied by our event-driven goodwill impairment test performed on June 30, 2017. We also performed our annual goodwill impairment test as of July 1, 2017 for the new reporting units as required, which indicated no impairment for any of the three new reporting units at July 1, 2017. For the Americas, EMEA and APAC reporting units, the fair value was in excess of carrying value by 12% , 61% and 28% , respectively. 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 during the years ended September 30, 2017 and 2016 , which resulted in an interim goodwill impairment charge of $311.1 million during the year of 2017 and no goodwill impairment for the year of 2016. 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 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, 2017 , 2016 and 2015 , we made 13% , 12% , and 13% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this supplier were 6% and 3% of total accounts payable at September 30, 2017 and 2016 , respectively. Additionally, for the years ended September 30, 2017 , 2016 and 2015 , we made 9% , 8% , and 9% , respectively, of our purchases from Arconic and the amounts payable to this supplier were 6% and 3% of total accounts payable at September 30, 2017 and 2016 , 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 year ended September 30, 2017 , we derived nearly 11% of our total net sales from one individual customer. For the years ended September 30, 2016 and 2015 , 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 16% , 15% and 14% of our net sales during fiscal 2017 , 2016 and 2015 , 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 incorporates stock price correlation and other variables over the time horizons matching the performance periods. |
Net Loss or Net Income Per Share | Net Loss or Net Income 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. |
New Accounting Standards Update | New Accounting Standards Updates In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which specifies the modification accounting applicable to any entity that changes the terms or conditions of a share-based payment award. ASU 2017-09 is effective for the Company in fiscal year 2019. Early adoption is permitted. We do not anticipate the adoption of ASU 2017-09 will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company in fiscal year 2021, including interim reporting periods within that reporting period, and all annual and interim reporting periods thereafter. Early adoption 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 the Company in fiscal year 2018, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. We have an investment in two joint ventures accounted for under the equity method, which had a carrying value of $10.9 million as of September 30, 2017 . 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 the Company in fiscal year 2020 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. As of September 30, 2017 , total future minimum payments under our operating leases amounted to $51.4 million . 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 the Company in fiscal year 2019, 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 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 the Company in fiscal year 2018, and interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-11 can only be applied prospectively. We do not anticipate the adoption of ASU 2015-11 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, ASU 2016-12, ASU 2016-20, ASU 2017-10 and ASU 2017-13, which FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017 and September 2017, 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 as 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 for the Company is fiscal year 2019, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal year 2018, including interim reporting periods within that reporting period. The amended ASU 2014-09 may have an impact on the timing and amount of revenues and cost of sales in our industry due primarily to changes in whether certain performance obligations are accounted for on a gross or net basis, separating service revenue from the related product revenue, reporting costs currently included in operating expense as costs of services, and capitalizing certain up-front costs related to contracts and amortizing them over the service period. We have completed reviewing our major contracts and are in the process of reviewing the remaining contracts on a sampling basis to determine the extent to which these and other issues may impact on our results after adoption. We plan to adopt the amended ASU 2014-09 in fiscal 2019 using the modified retrospective method. Adopted Accounting Standards Updates Effective September 30, 2017, we adopted 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. The adoption of ASU 2014-15 did not have any impact on our consolidated financial statements. Effective October 1, 2016, we elected to early adopt ASU 2016-09, 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. The primary impacts of adoption are (1) the recognition of excess tax benefits in our benefit (provision) for income taxes instead of paid-in capital and (2) the presentation of excess tax benefits in the statement of cash flows as cash provided by operating activities instead of cash provided by financing activities. The first requirement is required to be applied prospectively. For the year ended September 30, 2017, we recorded $0.9 million of excess tax benefits as a reduction to our provision for income tax. For the second requirement, we elected to adopt this update prospectively. For the year ended September 30, 2017, we included the $0.9 million excess tax benefits in cash provided by operating activities on our consolidated statements of cash flows. ASU 2016-09 also addresses cash flow statement presentation. Since we have historically presented cash flows related to employee taxes paid for withheld shares as a financing activity, ASU 2016-09 had no impact on our consolidated statements of cash flows. As permitted by ASU 2019-09, we have elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. Effective October 1, 2016, we adopted, on a prospective basis, ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which 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. As of June 30, 2017, we did not have any provisional amounts outstanding from prior acquisitions. Therefore, the adoption of ASU 2015-16 did not have any impact on our consolidated financial statements. Effective October 1, 2016, we adopted 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 requires entities should present debt issuance costs for line-of-credit 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. As of September 30, 2017 and September 30, 2016, we had $3.7 million and $1.1 million , respectively, of deferred debt issuance costs related to our revolving line-of-credit facility. Effective October 1, 2016, we adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. ASU 2015-03 requires that we change the presentation of debt issuance costs on our consolidated balance sheets. Effective October 1, 2016, our unamortized debt issuance costs are presented as a reduction of long-term debt instead of being presented as an asset on our consolidated balance sheet. As required by ASU 2015-03, we reclassified $7.6 million of deferred debt issuance costs from non-current assets to reduce our $841.9 million long-term debt as of September 30, 2016. As of September 30, 2017 , deferred debt issuance costs of $11.7 million are presented as a reduction of our long-term debt. See Note 11 for further information. Effective October 1, 2016, we adopted, on a prospective basis, 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. The adoption of ASU 2014-12 did not have any impact on our consolidated financial statements. |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 $ 3,846 $ (133 ) $ (604 ) $ 3,109 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 |
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 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net, consists of the following at September 30 (in thousands): 2017 2016 Land, buildings and improvements $ 31,202 $ 29,392 Machinery and equipment 21,265 18,288 Furniture and fixtures 8,011 6,319 Vehicles 942 1,288 Computer hardware and software 50,395 36,274 Construction in progress 4,300 11,333 116,115 102,894 Less: accumulated depreciation (65,760 ) (52,369 ) Property and equipment, net $ 50,355 $ 50,525 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | A reconciliation of our goodwill balance is as follows (in thousands): Americas EMEA APAC Consolidated 2017 2016 2017 2016 2017 2016 2017 2016 Beginning balance, gross $ 773,384 $ 773,384 $ 53,297 $ 64,019 $ 16,955 $ 16,955 $ 843,636 $ 854,358 Accumulated impairment (260,798 ) (260,798 ) — — (2,973 ) (2,973 ) (263,771 ) (263,771 ) Beginning balance, net $ 512,586 $ 512,586 $ 53,297 $ 64,019 $ 13,982 $ 13,982 $ 579,865 $ 590,587 Foreign currency translation — — (2,107 ) (10,722 ) — — (2,107 ) (10,722 ) Goodwill impairment (308,403 ) — — — (2,711 ) — (311,114 ) — Ending balance, gross $ 773,384 $ 773,384 $ 51,190 $ 53,297 $ 16,955 $ 16,955 $ 841,529 $ 843,636 Accumulated impairment (569,201 ) (260,798 ) — — (5,684 ) (2,973 ) (574,885 ) (263,771 ) Ending balance, net $ 204,183 $ 512,586 $ 51,190 $ 53,297 $ 11,271 $ 13,982 $ 266,644 $ 579,865 |
Schedule of gross amounts and accumulated amortization of intangible assets | As of September 30, 2017 and 2016 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2017 2016 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships (12 to 20 year life) $ 172,603 $ (64,319 ) $ 173,437 $ (53,829 ) Trademarks (5 years to indefinite life) 52,930 (3,610 ) 53,034 (2,618 ) 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) 32,260 (11,572 ) 32,481 (8,391 ) Total intangible assets $ 263,577 $ (85,285 ) $ 264,736 $ (70,622 ) |
Schedule of estimated future amortization expense | Estimated future intangible amortization expense as of September 30, 2017 is as follows (in thousands): 2018 $ 14,933 2019 14,933 2020 14,799 2021 14,396 2022 14,396 Thereafter 67,003 $ 140,460 |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 Accrued compensation and related expenses $ 16,271 $ 10,067 Accrued customer rebates 4,240 3,931 Accrued taxes (property, sales and use) 2,083 150 Interest rate swap 2,462 1,059 Other accruals 10,273 11,217 Accrued expenses and other current liabilities $ 35,329 $ 26,424 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 September 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Term loan A $ 380,000 $ 376,960 $ 401,344 $ 401,344 Term loan B 440,562 428,667 440,562 435,716 Revolving facility 55,000 55,000 — — Interest rate swap hedge liabilities 3,365 3,365 6,672 6,672 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt consists of the following (in thousands): September 30, 2017 September 30, 2016 Principal Amount Deferred Debt Issuance Costs Carrying Amount Principal Amount Deferred Debt Issuance Costs Carrying Amount Term loan A facility $ 380,000 $ (7,562 ) $ 372,438 $ 401,344 $ (2,247 ) $ 399,097 Term loan B facility 440,562 (4,162 ) 436,400 440,562 (5,380 ) 435,182 Revolving facility 55,000 — 55,000 — — — 875,562 (11,724 ) 863,838 841,906 (7,627 ) 834,279 Less: current portion 75,000 — 75,000 — — — Non-current portion $ 800,562 $ (11,724 ) $ 788,838 $ 841,906 $ (7,627 ) $ 834,279 |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt as of September 30, 2017 are as follows (in thousands): Years Ended September 30, 2018 $ 75,000 2019 20,000 2020 20,000 2021 760,562 $ 875,562 |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the notional principal amounts at September 30, 2017 and 2016 of our interest rate swap agreements discussed above (in thousands). We did not have foreign exchange forward contracts as of September 30, 2017 and 2016 . Derivative Notional September 30, 2017 September 30, 2016 Instruments designated as accounting hedges: Interest rate contracts $ 375,000 $ 425,000 |
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, 2017 and 2016 (in thousands). We did not have foreign exchange forward contracts as of September 30, 2017 and 2016 . Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2017 2016 Instruments designated as accounting hedges: Interest rate swap contracts Accrued expenses and other current liabilities $ 2,462 $ 1,057 Other liabilities 903 5,615 |
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 accumulated other comprehensive loss to our consolidated statement of comprehensive (loss) income for the years ended September 30, 2017 , 2016 and 2015 (in thousands). Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive (Loss) Income 2017 2016 2015 Interest rate swap contracts Interest expense, net $ (385 ) $ (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 gain (loss) for the years ended September 30, 2017 , 2016 and 2015 (in thousands). Years Ended September 30, Cash Flow Derivatives 2017 2016 2015 Interest rate swap contracts $ 1,688 $ (2,973 ) $ (2,581 ) |
Schedule of derivative instruments, gain (loss) | The following table provides a summary of changes to our accumulated other comprehensive loss related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2017 and 2016 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2017 2016 Balance at beginning of period $ (4,206 ) $ (2,577 ) Change in fair value of hedging instruments 1,688 (2,973 ) Amounts reclassified to earnings 385 1,344 Net current period other comprehensive income 2,073 (1,629 ) Balance at end of period $ (2,133 ) $ (4,206 ) 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, 2017 , 2016 and 2015 (in thousands). We did not have such derivative instruments in the year ended September 30, 2015. Instruments Not Designated As Hedging Instruments Location in Consolidated Statement of Comprehensive Income Years Ended September 30, 2017 2016 2015 Foreign exchange contract Other income, net $ (1,843 ) $ (5,606 ) — |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 Year Ended September 30, 2016 Year Ended September 30, 2015 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives 2,692 (1,004 ) 1,688 (4,716 ) 1,743 (2,973 ) (4,094 ) 1,513 (2,581 ) Less: adjustment for losses on derivatives included in net income 615 (230 ) 385 2,132 (788 ) 1,344 6 (2 ) 4 Change in net foreign currency translation adjustment (5,959 ) (1,179 ) (7,138 ) (39,211 ) — (39,211 ) (25,322 ) — (25,322 ) Other comprehensive loss $ (2,652 ) $ (2,413 ) $ (5,065 ) $ (41,795 ) $ 955 $ (40,840 ) $ (29,410 ) $ 1,511 $ (27,899 ) |
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, 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 ) Other Comprehensive loss before reclassifications (5,959 ) 2,692 (3,267 ) Amounts reclassified out of accumulated other loss — 615 615 Tax effects (1,179 ) (1,234 ) (2,413 ) Other comprehensive loss (7,138 ) 2,073 (5,065 ) Balance at September 30, 2017 $ (82,493 ) $ (2,133 ) $ (84,626 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss) income per share | The following table presents net (loss) income per share and related information (dollars in thousands): Years Ended September 30, 2017 2016 2015 Net (loss) income $ (237,346 ) $ 91,378 $ (154,744 ) Basic weighted average shares outstanding 98,700,879 97,634,155 96,955,043 Dilutive effect of stock options and restricted shares — 531,701 — Dilutive weighted average shares outstanding 98,700,879 98,165,856 96,955,043 Basic net (loss) income per share $ (2.40 ) $ 0.94 $ (1.60 ) Diluted net (loss) income per share $ (2.40 ) $ 0.93 $ (1.60 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 , 2016 and 2015 was as follows (in thousands): 2017 2016 2015 U.S. (loss) income $ (261,594 ) $ 63,614 $ (242,864 ) Foreign income 13,347 61,976 1,248 Total $ (248,247 ) $ 125,590 $ (241,616 ) |
Schedule of components of the Company's income tax provision | The components of our income tax provision (benefit) for the years ended September 30, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Current provision Federal $ (2,536 ) $ 7,315 $ 24,797 State and local (591 ) 1,134 1,726 Foreign 12,999 12,482 13,247 Subtotal 9,872 20,931 39,770 Deferred (benefit) provision Federal (14,730 ) 10,979 (105,748 ) State and local (2,738 ) 1,108 (12,543 ) Foreign (3,305 ) 1,194 (8,351 ) Subtotal (20,773 ) 13,281 (126,642 ) (Benefit) provision for income taxes $ (10,901 ) $ 34,212 $ (86,872 ) |
Schedule of reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Provision (benefit) for income taxes at statutory rate $ (84,404 ) 34.00 % $ 43,956 35.00 % $ (84,566 ) 35.00 % State taxes, net of tax benefit (4,559 ) 1.84 % 1,458 1.16 % (7,002 ) 2.90 % Deemed foreign dividends 6,099 (2.46 )% 3,963 3.16 % 4,289 (1.78 )% Nondeductible items 283 (0.11 )% (1,912 ) (1.52 )% (642 ) 0.27 % Impact of foreign operations (3,526 ) 1.42 % (8,015 ) (6.38 )% 2,125 (0.88 )% Foreign tax credit (6,197 ) 2.50 % (4,313 ) (3.43 )% (4,205 ) 1.74 % Valuation allowance 15,057 (6.07 )% — — % — — % Non-deductible goodwill impairment 23,644 (9.52 )% — — % — — % Unremitted earnings of foreign subsidiaries 37,537 (15.12 )% — — % — — % Tax contingencies 4,123 (1.66 )% (674 ) (0.54 )% 772 (0.32 )% Other 1,042 (0.43 )% (251 ) (0.21 )% 2,357 (0.98 )% Actual (benefit) provision for income taxes $ (10,901 ) 4.39 % $ 34,212 27.24 % $ (86,872 ) 35.95 % |
Schedule of components deferred income tax assets (liabilities) | As of September 30, 2017 and 2016 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2017 2016 Deferred tax assets - Non-current Inventories $ 92,711 $ 88,000 Reserves and other accruals 1,692 412 Compensation accruals 2,308 1,060 Goodwill and intangible assets 20,101 — Stock options 3,197 3,674 Net operating losses and tax credits 19,345 16,827 Other 2,611 2,119 Total deferred tax assets 141,965 112,092 Deferred tax (liabilities) - Non-current Property and equipment (3,505 ) (355 ) Deferred debt issuance costs — (38 ) Unremitted earnings of foreign subsidiaries (40,009 ) — Goodwill and intangible assets — (52,072 ) Other (7,008 ) — Total deferred tax liabilities - non-current (50,522 ) (52,465 ) Valuation allowance (18,602 ) (5,548 ) Net deferred tax assets (liabilities) $ 72,841 $ 54,079 |
Schedule of unrecognized tax benefits | The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2017 , 2016 and September 30, 2015 are as follows (in thousands): 2017 2016 2015 Beginning balance $ 2,166 $ 2,725 $ 1,901 Increases related to tax positions taken during a prior year 3,250 — 1,716 Decreases related to tax positions taken during a prior year — — — 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 (51 ) (113 ) (892 ) Changes due to translation of foreign currencies (133 ) 133 — Ending balance $ 5,232 $ 2,166 $ 2,725 |
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, 2017 $ 5,548 $ 13,054 $ 18,602 Year ended September 30, 2016 5,961 (413 ) 5,548 Year ended September 30, 2015 4,930 1,031 5,961 |
Stock-Based and Other Compens41
Stock-Based and Other Compensation Arrangements (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2016 2,700,157 $ 12.59 6.07 $ 6,833 Granted 683,230 13.52 Exercised (614,588 ) 4.39 Forfeited options (305,989 ) 12.40 Options outstanding at September 30, 2017 2,462,810 $ 14.92 6.99 $ 79 Options exercisable at September 30, 2017 2,001,044 $ 15.34 6.59 $ 79 (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, 2017 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2016 606,444 $ 13.63 Granted(1) 882,296 12.63 Vested (401,433 ) 13.99 Forfeited (289,745 ) 13.80 Outstanding at September 30, 2017 797,562 $ 12.21 (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: 2017 2016 2015 Expected life (in years) 6.00 6.00 5.93 Volatility 30.94 % 35.00 % 38.51 % Risk free interest rate 1.33 % 1.55 % 1.87 % Dividend yield — — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2018 $ 9,341 $ 1,701 $ 11,042 2019 8,180 1,642 9,822 2020 6,849 153 7,002 2021 5,804 38 5,842 2022 5,096 — 5,096 Thereafter 12,558 — 12,558 $ 47,828 $ 3,534 $ 51,362 |
Schedule of future minimum rental payments under capital leases | Future minimum lease payments under capital lease agreements as of September 30, 2017 are as follows (in thousands): 2018 $ 3,041 2019 1,420 2020 451 2021 94 2022 91 Thereafter 156 5,253 Less: Interest (288 ) Total $ 4,965 |
Supplemental Cash Flow Inform43
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Years Ended September 30, 2017 2016 2015 (in thousands) Cash payments for: Interest $ 33,386 $ 33,349 $ 32,551 Income taxes 10,287 37,193 16,996 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 3,891 $ 1,780 $ 333 |
Quarterly Financial Data (una44
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for quarters ended December 31, 2015 through September 30, 2017 is as follows (in thousands except per share data): Quarters Ended: September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 Net sales $ 361,552 $ 363,907 $ 364,599 $ 339,371 Gross profit 87,487 90,208 94,755 89,457 Net (loss) income (1) (38,287 ) (229,608 ) 17,442 13,107 Basic net (loss) income per share (2) $ (0.39 ) $ (2.32 ) $ 0.18 $ 0.13 Diluted net (loss) income per share (2) $ (0.39 ) $ (2.32 ) $ 0.18 $ 0.13 Quarters Ended: September 30, 2016 June 30, 2016 March 31, 2016 December 31, 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 1. During the three months ended June 30, 2017, we recorded a non-cash goodwill impairment charge of $311.1 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, 2017 | |
Segment Reporting [Abstract] | |
Schedule of net sales and other financial information by business segment | The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2017 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,142,366 $ 258,072 $ 28,991 $ — $ 1,429,429 (Loss) income from operations (2) (3) (213,501 ) 25,138 (172 ) (20,260 ) (208,795 ) Interest expense, net 35,936 3,786 99 — 39,821 Capital expenditures 5,659 3,165 99 — 8,923 Depreciation and amortization 24,765 3,321 266 — 28,352 Total assets 1,436,840 275,445 41,822 — 1,754,107 Goodwill (3) 204,183 51,190 11,271 — 266,644 (1) For fiscal 2017, nearly 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2017 consisted of payroll and personnel costs of $10.1 million , stock-based compensation expenses of $3.4 million and professional fees and other corporate expenses of $6.8 million . (3) Changes in the goodwill balance for fiscal 2017 included a non-cash impairment charge of $311.1 million , of which $308.4 million was related to the Americas segment and $2.7 million was related to the APAC segment. See Note 8 for further information. Year Ended September 30, 2016 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales $ 1,177,496 $ 274,952 $ 24,918 $ — $ 1,477,366 Income from operations (1) 134,159 43,881 1,196 (20,486 ) 158,750 Interest expense, net 32,595 4,309 (3 ) — 36,901 Capital expenditures 12,728 1,143 121 — 13,992 Depreciation and amortization 24,412 3,289 279 — 27,980 Total assets 1,639,583 265,724 43,271 — 1,948,578 Goodwill (2) 512,586 53,297 13,982 579,865 (1) Unallocated corporate costs for fiscal 2016 consisted of payroll and personnel costs of $6.7 million , stock-based compensation expenses of $5.3 million and professional fees and other corporate expenses of $8.5 million . (2) For fiscal 2016, the change in the goodwill balance was due to foreign currency exchange rate changes related to the EMEA segment. See Note 8 for further information. Year Ended September 30, 2015 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales $ 1,191,928 $ 288,276 $ 17,411 $ — $ 1,497,615 (Loss) income from operations (1) (2) (197,251 ) 16,672 (2,578 ) (23,208 ) (206,365 ) Interest expense, net 32,921 4,179 (8 ) — 37,092 Capital expenditures (8,237 ) (1,373 ) (21 ) (9,631 ) Depreciation and amortization 23,490 3,935 301 — 27,726 (1) Unallocated corporate costs for fiscal 2015 consisted of payroll and personnel costs of $6.9 million , stock-based compensation expenses of $4.9 million and professional fees and other corporate expenses of $11.4 million . (2) For fiscal 2015, we recognized a non-cash goodwill impairment charge of $263.8 million , of which $260.8 million was related to the Americas segment and $3.0 million was related to the APAC segment. |
Schedule of net sales by geographical area | Net sales by geographic area, for the years ended September 30, 2017 , 2016 , and 2015 , were as follows (dollars in thousands): Years Ended September 30, 2017 2016 2015 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales United States of America $ 1,062,523 74.3 % $ 1,087,691 73.6 % $ 1,101,385 73.5 % United Kingdom 179,160 12.5 % 195,473 13.2 % 190,661 12.7 % Other foreign countries 187,746 13.2 % 194,202 13.2 % 205,569 13.8 % All foreign countries 366,906 25.7 % 389,675 26.4 % 396,230 26.5 % Total $ 1,429,429 100.0 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % |
Schedule of long-lived assets by geographic area | Our long-lived assets consist of property and equipment, net, intangible assets, net and investment in joint ventures. Long-lived assets by geographic area, for the years ended September 30, 2017 and 2016 , were as follows (in thousands): Years Ended September 30 2017 2016 United States of America $ 185,438 $ 198,370 All foreign countries 54,109 56,947 $ 239,547 $ 255,317 |
Schedule of net sales by product categories | Net sales by product categories, for the years ended September 30, 2017 , 2016 and 2015 were as follows (dollars in thousands): Years Ended September 30 2017 2016 2015 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales Hardware $ 665,224 46.6 % $ 711,177 48.2 % $ 738,496 49.3 % Chemicals 602,039 42.1 % 600,124 40.6 % 591,840 39.5 % Electronic components 100,160 7.0 % 105,207 7.1 % 107,918 7.2 % Bearings 34,566 2.4 % 34,662 2.3 % 33,602 2.3 % Machined parts and other 27,440 1.9 % 26,196 1.8 % 25,759 1.7 % Total $ 1,429,429 100.0 % $ 1,477,366 100.0 % $ 1,497,615 100.0 % |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Sep. 30, 2017location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Minimum stocking locations | 58 |
Basis of Presentation and Sum47
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Allowance for doubtful accounts activity | |||
Allowance for doubtful accounts receivable, current, beginning balance | $ 3,846 | $ 5,892 | $ 5,332 |
Allowance for doubtful accounts receivable, current, changes to cost and expenses | (133) | (846) | 1,121 |
Allowance for doubtful accounts receivable, current, write-offs | (604) | (1,200) | (561) |
Allowance for doubtful accounts receivable, current, ending balance | $ 3,109 | $ 3,846 | $ 5,892 |
Minimum | |||
Accounts receivable | |||
Accounts receivable dating | 30 days | ||
Maximum | |||
Accounts receivable | |||
Accounts receivable dating | 60 days |
Basis of Presentation and Sum48
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 01, 2017 | |
Inventory Adjustments | ||||||
Freight related costs | $ 1,500,000 | $ 1,900,000 | $ 1,700,000 | |||
Inventory adjustment | $ 12,900,000 | 12,900,000 | 14,600,000 | |||
Impairment of inventory | 95,100,000 | |||||
Deferred Financing Costs | ||||||
Amortization of deferred debt issuance costs | 6,143,000 | 4,627,000 | 4,354,000 | |||
Deferred financing costs | 15,400,000 | 15,400,000 | 8,700,000 | |||
Debt issuance costs | 11,724,000 | 11,724,000 | 7,627,000 | |||
Remaining unamortized deferred financing costs | 3,676,000 | 3,676,000 | 1,120,000 | |||
Goodwill and Indefinite-Lived Intangible Assets | ||||||
Goodwill impairment charge | 311,100,000 | $ 311,100,000 | 311,114,000 | $ 0 | 263,771,000 | |
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 | |||||
Americas | ||||||
Goodwill and Indefinite-Lived Intangible Assets | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 12.00% | |||||
Goodwill impairment charge | $ 308,400,000 | 260,800,000 | ||||
EMEA | ||||||
Goodwill and Indefinite-Lived Intangible Assets | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 61.00% | |||||
APAC | ||||||
Goodwill and Indefinite-Lived Intangible Assets | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 28.00% | |||||
Goodwill impairment charge | $ 2,700,000 | $ 3,000,000 |
Basis of Presentation and Sum49
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Shipping and Handling Costs | |||
Shipping and handling revenues | $ 4.6 | $ 5.1 | $ 7.8 |
Shipping and handling costs | 31.4 | 28 | 33.2 |
Foreign Currency Translation | |||
Foreign currency transaction gains and (losses) | $ 0.1 | $ 3.2 | $ 0.6 |
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 | 13.00% | 12.00% | 13.00% |
Cost of goods total | Supplier concentration risk | Alcoa Fastening Systems | |||
Shipping and Handling Costs | |||
Concentration risk | 9.00% | 8.00% | 9.00% |
Accounts payable | Supplier concentration risk | Precision Castparts Corporation | |||
Shipping and Handling Costs | |||
Concentration risk | 6.00% | 3.00% | |
Accounts payable | Supplier concentration risk | Alcoa Fastening Systems | |||
Shipping and Handling Costs | |||
Concentration risk | 6.00% | 3.00% | |
Sales revenue | Customer concentration risk | |||
Shipping and Handling Costs | |||
Concentration risk | 11.00% | 10.00% | 10.00% |
Accounts receivable | Customer concentration risk | U.S. Defense Logistics Agency or Defense Contractors | |||
Shipping and Handling Costs | |||
Concentration risk | 16.00% | 15.00% | 14.00% |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) | 12 Months Ended |
Sep. 30, 2017 | |
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 Pronounceme51
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating leases, future minimum payments due | $ 51,362 | |
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | 900 | |
Deferred financing costs | 15,400 | $ 8,700 |
Long-term Debt, Gross | 875,562 | 841,906 |
Debt issuance costs | 11,724 | 7,627 |
Other noncurrent assets | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | 7,600 | |
Long-term debt | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | 11,700 | |
Line of credit | Accounting Standards Update 2015-15 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | 3,700 | $ 1,100 |
New accounting pronouncement, early adoption, effect | Accounting Standards Update 2016-09, Statutory tax withholding component | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by (used in) operating activities | 900 | |
Joint venture | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Joint venture investment | $ 10,900 |
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) |
Americas | |
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) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring liabilities | $ 400 | |
Global Restructuring Plan | ||
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 | |
Restructuring liabilities | 4,490 | |
Employee Severance | Global Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring liabilities, beginning | 2,106 | |
Additions/Adjustments | 170 | |
Cash Payments | (2,193) | |
Foreign Currency Translation | (15) | |
Restructuring liabilities, ending | 68 | |
Restructuring liabilities | 2,106 | |
Lease Termination Costs and Other | Global Restructuring Plan | ||
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 liabilities | $ 2,384 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Inventory [Line Items] | |||
Inventory provision | $ 12,900 | $ 14,615 | $ 95,052 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Majority Shareholder | Management Agreement | |||
Related Party Transactions | |||
Annual management fee | $ 1,000,000 | ||
Expenses incurred | 600,000 | $ 1,300,000 | $ 1,100,000 |
Chief Executive Officer | Lease Agreements | |||
Related Party Transactions | |||
Expenses incurred | $ 1,600,000 | $ 1,800,000 | $ 1,700,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 116,115 | $ 102,894 | |
Less: accumulated depreciation | (65,760) | (52,369) | |
Property and equipment, net | 50,355 | 50,525 | |
Depreciation and amortization expense | 13,400 | 12,100 | $ 11,800 |
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 31,202 | 29,392 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 21,265 | 18,288 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,011 | 6,319 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 942 | 1,288 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 50,395 | 36,274 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,300 | 11,333 | |
Assets held under capital leases | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 15,600 | 8,900 | |
Less: accumulated depreciation | (7,900) | (5,800) | |
Depreciation and amortization expense | $ 2,500 | $ 1,500 | $ 1,500 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets, net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Change in goodwill | |||||
Beginning balance, goodwill, gross | $ 841,529,000 | $ 841,529,000 | $ 843,636,000 | $ 854,358,000 | |
Beginning balance, goodwill, impaired, accumulated impairment loss | (263,771,000) | (263,771,000) | |||
Beginning balance, goodwill, net | 579,865,000 | 590,587,000 | |||
Foreign currency translation | (2,107,000) | (10,722,000) | |||
Goodwill impairment | (311,100,000) | $ (311,100,000) | (311,114,000) | 0 | (263,771,000) |
Ending balance, goodwill, impaired, accumulated impairment loss | (574,885,000) | (574,885,000) | (263,771,000) | (263,771,000) | |
Ending balance, goodwill, net | 266,644,000 | 266,644,000 | 579,865,000 | 590,587,000 | |
Americas | |||||
Change in goodwill | |||||
Beginning balance, goodwill, gross | 773,384,000 | 773,384,000 | 773,384,000 | 773,384,000 | |
Beginning balance, goodwill, impaired, accumulated impairment loss | (260,798,000) | (260,798,000) | |||
Beginning balance, goodwill, net | 512,586,000 | 512,586,000 | |||
Foreign currency translation | 0 | 0 | |||
Goodwill impairment | (308,403,000) | 0 | |||
Ending balance, goodwill, impaired, accumulated impairment loss | (569,201,000) | (569,201,000) | (260,798,000) | (260,798,000) | |
Ending balance, goodwill, net | 204,183,000 | 204,183,000 | 512,586,000 | 512,586,000 | |
EMEA | |||||
Change in goodwill | |||||
Beginning balance, goodwill, gross | 51,190,000 | 51,190,000 | 53,297,000 | 64,019,000 | |
Beginning balance, goodwill, impaired, accumulated impairment loss | 0 | 0 | |||
Beginning balance, goodwill, net | 53,297,000 | 64,019,000 | |||
Foreign currency translation | (2,107,000) | (10,722,000) | |||
Goodwill impairment | 0 | 0 | |||
Ending balance, goodwill, impaired, accumulated impairment loss | 0 | 0 | 0 | 0 | |
Ending balance, goodwill, net | 51,190,000 | 51,190,000 | 53,297,000 | 64,019,000 | |
APAC | |||||
Change in goodwill | |||||
Beginning balance, goodwill, gross | 16,955,000 | 16,955,000 | 16,955,000 | 16,955,000 | |
Beginning balance, goodwill, impaired, accumulated impairment loss | (2,973,000) | (2,973,000) | |||
Beginning balance, goodwill, net | 13,982,000 | 13,982,000 | |||
Foreign currency translation | 0 | 0 | |||
Goodwill impairment | (2,711,000) | 0 | |||
Ending balance, goodwill, impaired, accumulated impairment loss | (5,684,000) | (5,684,000) | (2,973,000) | (2,973,000) | |
Ending balance, goodwill, net | $ 11,271,000 | $ 11,271,000 | $ 13,982,000 | $ 13,982,000 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets, net Goodwill and Intangible Assets, net - Additional Details (Details) | Jul. 01, 2017reporting_unit | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($)reporting_unit | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($)reporting_unit | Sep. 30, 2015USD ($) | Jul. 01, 2016 |
Goodwill [Line Items] | ||||||||
Number of reporting units | reporting_unit | 3 | 2 | 4 | |||||
Goodwill impairment charge | $ 311,100,000 | $ 311,100,000 | $ 311,114,000 | $ 0 | $ 263,771,000 | |||
Goodwill | 266,644,000 | 266,644,000 | 579,865,000 | 590,587,000 | ||||
Americas | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 12.00% | |||||||
Goodwill impairment charge | 308,400,000 | 260,800,000 | ||||||
EMEA | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 61.00% | |||||||
APAC | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 28.00% | |||||||
Goodwill impairment charge | 2,700,000 | $ 3,000,000 | ||||||
Operating Segments | North America, Hardware | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 8.00% | 8.00% | 29.00% | |||||
Goodwill impairment charge | $ 240,600,000 | |||||||
Goodwill | $ 51,400,000 | $ 51,400,000 | ||||||
Operating Segments | North America, Chemical | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 9.00% | 9.00% | 15.00% | |||||
Goodwill impairment charge | $ 70,500,000 | |||||||
Goodwill | $ 153,400,000 | $ 153,400,000 | ||||||
Operating Segments | Rest of World, Hardware | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 105.00% | 105.00% | ||||||
Operating Segments | Rest of World, Chemical | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 22.00% | 22.00% | ||||||
Operating Segments | Americas | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 12.00% | |||||||
Goodwill | 204,183,000 | 204,183,000 | 512,586,000 | |||||
Operating Segments | EMEA | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 61.00% | |||||||
Goodwill | 51,190,000 | 51,190,000 | 53,297,000 | |||||
Operating Segments | APAC | ||||||||
Goodwill [Line Items] | ||||||||
Reporting unit, percentage of fair value in excess of carrying amount | 28.00% | |||||||
Goodwill | $ 11,271,000 | $ 11,271,000 | $ 13,982,000 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets, net (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets, net | |||
Gross Amount | $ 263,577 | $ 264,736 | |
Accumulated Amortization | (85,285) | (70,622) | |
Estimated future amortization expense | |||
2,018 | 14,933 | ||
2,019 | 14,933 | ||
2,020 | 14,799 | ||
2,021 | 14,396 | ||
2,022 | 14,396 | ||
Thereafter | 67,003 | ||
Total | 140,460 | ||
Amortization expense included in the accompanying statements of operations | |||
Amortization of intangible assets | 14,900 | 15,800 | $ 15,900 |
Customer relationships | |||
Intangible Assets, net | |||
Gross Amount | 172,603 | 173,437 | |
Accumulated Amortization | $ (64,319) | $ (53,829) | |
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 | $ 32,260 | $ 32,481 | |
Accumulated Amortization | (11,572) | (8,391) | |
Trademarks | |||
Intangible Assets, net | |||
Gross Amount | 52,930 | 53,034 | |
Accumulated Amortization | (3,610) | (2,618) | |
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 |
Accrued Expenses and Other Cu60
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and related expenses | $ 16,271 | $ 10,067 |
Accrued customer rebates | 4,240 | 3,931 |
Accrued taxes (property, sales and use) | 2,083 | 150 |
Interest rate swap | 2,462 | 1,059 |
Other accruals | 10,273 | 11,217 |
Accrued expenses and other current liabilities | $ 35,329 | $ 26,424 |
Fair Value of Financial Instr61
Fair Value of Financial Instruments (Details) - Fair value inputs Level 2 - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Carrying reported amount fair value disclosure | Term loan A | ||
Fair value of financial instruments | ||
Long-term debt | $ 380,000 | $ 401,344 |
Carrying reported amount fair value disclosure | Term loan B | ||
Fair value of financial instruments | ||
Long-term debt | 440,562 | 440,562 |
Carrying reported amount fair value disclosure | Revolving credit facility | ||
Fair value of financial instruments | ||
Long-term debt | 55,000 | 0 |
Estimate of fair value fair value disclosure | Term loan A | ||
Fair value of financial instruments | ||
Long-term debt | 376,960 | 401,344 |
Estimate of fair value fair value disclosure | Term loan B | ||
Fair value of financial instruments | ||
Long-term debt | 428,667 | 435,716 |
Estimate of fair value fair value disclosure | Revolving credit facility | ||
Fair value of financial instruments | ||
Long-term debt | 55,000 | 0 |
Interest rate contracts | Carrying reported amount fair value disclosure | ||
Fair value of financial instruments | ||
Long-term debt | 3,365 | 6,672 |
Interest rate contracts | Estimate of fair value fair value disclosure | ||
Fair value of financial instruments | ||
Long-term debt | $ 3,365 | $ 6,672 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Long-Term Debt | ||
Long-term Debt, Gross | $ 875,562 | $ 841,906 |
Debt issuance costs | (11,724) | (7,627) |
Long-term debt, current and noncurrent | 863,838 | 834,279 |
Less: current portion | 75,000 | 0 |
Long-term debt, excluding current maturities | 800,562 | 841,906 |
Long-term debt, less current portion | 788,838 | 834,279 |
Term loan A | ||
Long-Term Debt | ||
Long-term Debt, Gross | 380,000 | 401,344 |
Debt issuance costs | (7,562) | (2,247) |
Long-term debt, current and noncurrent | 372,438 | 399,097 |
Term loan B | ||
Long-Term Debt | ||
Long-term Debt, Gross | 440,562 | 440,562 |
Debt issuance costs | (4,162) | (5,380) |
Long-term debt, current and noncurrent | 436,400 | 435,182 |
Revolving credit facility | ||
Long-Term Debt | ||
Long-term Debt, Gross | 55,000 | 0 |
Debt issuance costs | 0 | 0 |
Long-term debt, current and noncurrent | 55,000 | $ 0 |
Long-term debt | Accounting Standards Update 2015-03 | ||
Long-Term Debt | ||
Debt issuance costs | $ (11,700) |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Maturities of long-term debt, 2018 | $ 75,000 | |
Maturities of long-term debt, 2019 | 20,000 | |
Maturities of long-term debt, 2020 | 20,000 | |
Maturities of long-term debt, 2021 | 760,562 | |
Long-term Debt, Gross | $ 875,562 | $ 841,906 |
Long-Term Debt (Details 3)
Long-Term Debt (Details 3) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 28, 2017 | Nov. 02, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Long-Term Debt | |||||||||||||||||||
Debt issuance costs | $ 11,724,000 | $ 7,627,000 | |||||||||||||||||
Sixth amendment to credit agreement | Maximum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 6.25 | ||||||||||||||||||
Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 6.25 | ||||||||||||||||||
Debt issuance costs | $ 1,900,000 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Maximum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 4.59 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario one | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Excess cash flow percentage | 75.00% | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario two | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Excess cash flow percentage | 50.00% | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario two | Maximum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 4 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario two | Minimum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 3 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario three | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Excess cash flow percentage | 25.00% | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario three | Maximum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 3 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario three | Minimum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 2.50 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Credit Agreement, scenario four | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Excess cash flow percentage | 0.00% | ||||||||||||||||||
Consolidated total leverage ratio | 2.50 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | Credit Agreement, scenario one | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Maximum borrowing capacity | $ 0 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | Credit Agreement, scenario two | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | Credit Agreement, scenario two | Maximum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 4 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | Credit Agreement, scenario two | Minimum | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 3.50 | ||||||||||||||||||
Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | Credit Agreement, scenario three | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||||||||||||
Consolidated total leverage ratio | 3.50 | ||||||||||||||||||
Forecast | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Long-Term Debt | |||||||||||||||||||
Consolidated total leverage ratio | 3 | 4 | 4 | 4 | 4 | 4.75 | 4.75 | 4.75 | 5.25 | 5.50 | 5.75 | 6 | 6 | 6.25 | 6.25 |
Long-Term Debt (Details 4)
Long-Term Debt (Details 4) £ in Millions | Mar. 28, 2017 | Oct. 04, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Nov. 28, 2017 | Sep. 30, 2017GBP (£) |
Long-Term Debt | |||||||
Repayments of short-term borrowings | $ (22,000,000) | $ 0 | $ 0 | ||||
Long-term debt, current and noncurrent | 863,838,000 | 834,279,000 | |||||
Write off of unamortized financing fees | $ 2,322,000 | ||||||
Debt issuance costs | 8,745,000 | ||||||
Fifth amendment to credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 2,336,000 | ||||||
Amendment and restatement of credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 10,462,000 | $ 10,500,000 | |||||
Amendment and restatement of credit agreement | Maximum | |||||||
Long-Term Debt | |||||||
Consolidated total leverage ratio | 4.50 | 4.50 | |||||
Existing credit agreement | |||||||
Long-Term Debt | |||||||
Write off of unamortized financing fees | $ 2,300,000 | ||||||
Debt issuance costs | $ 3,400,000 | ||||||
Sixth amendment to credit agreement | Maximum | |||||||
Long-Term Debt | |||||||
Consolidated total leverage ratio | 6.25 | 6.25 | |||||
Term loan A | |||||||
Long-Term Debt | |||||||
Principal amount | $ 400,000,000 | ||||||
Periodic payment | 20,000,000 | ||||||
Voluntary prepayment of debt | $ 1,300,000 | ||||||
Percentage of quarterly payment in year one | 1.25% | 1.25% | |||||
Debt, term | 90 days | ||||||
Interest rate, effective percentage | 4.24% | 4.24% | |||||
Write off of unamortized financing fees | 1,769,000 | ||||||
Debt issuance costs | 2,247,000 | ||||||
Term loan A | Fifth amendment to credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 1,617,000 | $ 1,600,000 | |||||
Term loan A | Amendment and restatement of credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 7,215,000 | $ 7,200,000 | |||||
Term loan A | Debt instrument variable rate basis alternate base rate | Minimum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 1.00% | ||||||
Term loan A | Debt instrument variable rate basis alternate base rate | Maximum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 2.00% | ||||||
Term loan A | Eurodollar | Minimum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 2.00% | ||||||
Term loan A | Eurodollar | Maximum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 3.00% | ||||||
Term loan A | Eurodollar | Fifth amendment to credit agreement | Minimum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 2.75% | ||||||
Term loan A | Eurodollar | Fifth amendment to credit agreement | Maximum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 3.00% | ||||||
Revolving credit facility | |||||||
Long-Term Debt | |||||||
Revolving facility | $ 180,000,000 | ||||||
Repayments of short-term borrowings | (22,000,000) | ||||||
Revolving line of credit, current borrowing capacity | 125,000,000 | ||||||
Long-term debt, current and noncurrent | $ 55,000,000 | ||||||
Debt, term | 90 days | ||||||
Interest rate, effective percentage | 4.24% | 4.24% | |||||
Write off of unamortized financing fees | 553,000 | ||||||
Debt issuance costs | 1,120,000 | ||||||
Revolving credit facility | Fifth amendment to credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 719,000 | $ 700,000 | |||||
Revolving credit facility | Amendment and restatement of credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 3,247,000 | $ 3,300,000 | |||||
Revolving credit facility | Sixth amendment to credit agreement | |||||||
Long-Term Debt | |||||||
Consolidated total leverage ratio | 6.25 | 6.25 | |||||
Revolving credit facility | Debt instrument variable rate basis alternate base rate | Fifth amendment to credit agreement | Minimum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 1.75% | ||||||
Revolving credit facility | Debt instrument variable rate basis alternate base rate | Fifth amendment to credit agreement | Maximum | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 2.00% | ||||||
Term loan B | |||||||
Long-Term Debt | |||||||
Principal amount | $ 525,000,000 | ||||||
Interest rate, effective percentage | 3.84% | 3.84% | |||||
Percentage of quarterly payment | 0.25% | 0.25% | |||||
Write off of unamortized financing fees | 0 | ||||||
Debt issuance costs | $ 5,378,000 | ||||||
Term loan B | Fifth amendment to credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | 0 | ||||||
Term loan B | Amendment and restatement of credit agreement | |||||||
Long-Term Debt | |||||||
Debt issuance costs | $ 0 | ||||||
Term loan B | Debt instrument variable rate basis alternate base rate | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 1.50% | ||||||
Term loan B | Debt instrument variable rate basis alternate base rate | Minimum | |||||||
Long-Term Debt | |||||||
Base rate | 1.75% | ||||||
Term loan B | Eurodollar | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 2.50% | ||||||
Term loan B | Eurodollar | Minimum | |||||||
Long-Term Debt | |||||||
Base rate | 0.75% | ||||||
Foreign line of credit | Wesco Aircraft Europe Limited | |||||||
Long-Term Debt | |||||||
Applicable margin rate | 1.65% | ||||||
Revolving line of credit, current borrowing capacity | £ | £ 7 | ||||||
Basis of interest rate | base rate | ||||||
Line of credit | Wesco Aircraft Europe Limited | |||||||
Long-Term Debt | |||||||
Revolving line of credit, current borrowing capacity | $ 9,400,000 | ||||||
Subsequent Event | Sixth amendment to credit agreement | Maximum | |||||||
Long-Term Debt | |||||||
Consolidated total leverage ratio | 4.59 |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Details 5) - USD ($) $ in Thousands | Oct. 04, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Long-Term Debt | |||
Debt issuance costs | $ 8,745 | ||
Write off of Deferred Debt Issuance Cost | $ (2,322) | ||
Accumulated Amortization, Debt Issuance Costs | $ (3,821) | ||
Deferred financing costs | 15,400 | 8,700 | |
Term loan A | |||
Long-Term Debt | |||
Debt issuance costs | 2,247 | ||
Write off of Deferred Debt Issuance Cost | (1,769) | ||
Accumulated Amortization, Debt Issuance Costs | (1,748) | ||
Deferred financing costs | 7,562 | ||
Term loan B | |||
Long-Term Debt | |||
Debt issuance costs | 5,378 | ||
Write off of Deferred Debt Issuance Cost | 0 | ||
Accumulated Amortization, Debt Issuance Costs | (1,216) | ||
Deferred financing costs | 4,162 | ||
Revolving credit facility | |||
Long-Term Debt | |||
Debt issuance costs | $ 1,120 | ||
Write off of Deferred Debt Issuance Cost | (553) | ||
Accumulated Amortization, Debt Issuance Costs | (857) | ||
Deferred financing costs | 3,676 | ||
Amendment and restatement of credit agreement | |||
Long-Term Debt | |||
Debt issuance costs | 10,462 | 10,500 | |
Amendment and restatement of credit agreement | Term loan A | |||
Long-Term Debt | |||
Debt issuance costs | 7,215 | 7,200 | |
Amendment and restatement of credit agreement | Term loan B | |||
Long-Term Debt | |||
Debt issuance costs | 0 | ||
Amendment and restatement of credit agreement | Revolving credit facility | |||
Long-Term Debt | |||
Debt issuance costs | 3,247 | 3,300 | |
Fifth amendment to credit agreement | |||
Long-Term Debt | |||
Debt issuance costs | 2,336 | ||
Fifth amendment to credit agreement | Term loan A | |||
Long-Term Debt | |||
Debt issuance costs | 1,617 | 1,600 | |
Fifth amendment to credit agreement | Term loan B | |||
Long-Term Debt | |||
Debt issuance costs | 0 | ||
Fifth amendment to credit agreement | Revolving credit facility | |||
Long-Term Debt | |||
Debt issuance costs | $ 719 | $ 700 |
Derivative Financial Instrume67
Derivative Financial Instruments - Details Textual (Details) | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Jan. 06, 2017foreign_currency_forward_contract | Oct. 05, 2016foreign_currency_forward_contract | Dec. 16, 2015foreign_currency_forward_contract | |
Not Designated as Hedging Instrument | Foreign exchange forward | ||||
Derivative financial instruments | ||||
Number of interest rate derivatives held | foreign_currency_forward_contract | 1 | |||
Cash flow hedging | Interest rate swap one | ||||
Derivative financial instruments | ||||
Notional amount | $ 387,500,000 | |||
Interest rate | 1.21% | |||
Cash flow hedging | Interest rate swap two | ||||
Derivative financial instruments | ||||
Notional amount | $ 375,000,000 | |||
Interest rate | 2.2625% | |||
Cash flow hedging | Interest rate contracts | ||||
Derivative financial instruments | ||||
Gain (loss) reclassification from AOCI to income, estimated net amount to be transferred | $ 1,600,000 | |||
Other Income | Not Designated as Hedging Instrument | Foreign exchange contract | ||||
Derivative financial instruments | ||||
Number of foreign currency derivatives held | foreign_currency_forward_contract | 1 | 2 |
Derivative Financial Instrume68
Derivative Financial Instruments (Details) - Interest rate contracts - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flow hedging | |||
Derivative financial instruments | |||
Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion | $ 1,688 | $ (2,973) | $ (2,581) |
Cash flow hedging | Interest expense | |||
Derivative financial instruments | |||
Amounts reclassified out of accumulated other loss | (385) | (1,344) | $ (4) |
Cash flow hedging | Accrued expenses and other current liabilities | |||
Derivative financial instruments | |||
Fair value | 2,462 | 1,057 | |
Cash flow hedging | Other liabilities | |||
Derivative financial instruments | |||
Fair value | 903 | 5,615 | |
Designated as Hedging Instrument | |||
Derivative financial instruments | |||
Notional amount | $ 375,000 | $ 425,000 |
Derivative Financial Instrume69
Derivative Financial Instruments AOCI Rollfoward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract] | |||
Other comprehensive loss | $ (5,065) | $ (40,840) | $ (27,899) |
AOCI - Unrealized Gain (Loss) on Hedging Instruments | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net [Abstract] | |||
Other comprehensive loss | 2,073 | (1,629) | (2,577) |
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 | (4,206) | (2,577) | |
Change in fair value of hedging instruments | 1,688 | (2,973) | |
Amounts reclassified to earnings | 385 | 1,344 | |
Other comprehensive loss | 2,073 | (1,629) | |
Balance at end of period | $ (2,133) | $ (4,206) | $ (2,577) |
Derivative Financial Instrume70
Derivative Financial Instruments Pretax Gain/Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Foreign exchange contract | Other Income | Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on derivative instruments, net, pretax | $ (1,843) | $ (5,606) | $ 0 |
Other Comprehensive Loss (Detai
Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||
Change in unrealized holding gain (losses) on derivatives, before tax | $ 2,692 | $ (4,716) | $ (4,094) |
Change in unrealized holding gain (losses) on derivatives, tax | 1,004 | (1,743) | (1,513) |
Change in unrealized holding gain (losses) on derivatives, net of tax | 1,688 | (2,973) | (2,581) |
Less: Reclassification adjustment from AOCI on derivatives, before tax | 615 | 2,132 | 6 |
Less: Reclassification adjustment from AOCI on derivatives, tax | (230) | (788) | (2) |
Less: Reclassification adjustment from AOCI on derivatives, net of tax | 385 | 1,344 | 4 |
Change in net foreign currency translation adjustment, before tax | (5,959) | (39,211) | (25,322) |
Change in net foreign currency translation adjustment, tax | (1,179) | 0 | 0 |
Change in net foreign currency translation adjustment | (7,138) | (39,211) | (25,322) |
Other comprehensive loss, before tax | (2,652) | (41,795) | (29,410) |
Other comprehensive loss, tax | (2,413) | 955 | 1,511 |
Other comprehensive loss, net of income taxes | $ (5,065) | $ (40,840) | $ (27,899) |
Other Comprehensive Loss (Det72
Other Comprehensive Loss (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | $ 882,915 | $ 817,573 | $ 992,290 |
Tax effects | 2,413 | (955) | (1,511) |
Other comprehensive loss, net of income taxes | (5,065) | (40,840) | (27,899) |
Total stockholders' equity, ending balance | 649,731 | 882,915 | 817,573 |
Foreign Currency Translation Adjustments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (75,355) | (36,144) | (10,822) |
Other comprehensive loss before reclassifications | (5,959) | (39,211) | (25,322) |
Amounts reclassified out of accumulated other loss | 0 | 0 | 0 |
Tax effects | (1,179) | 0 | 0 |
Other comprehensive loss, net of income taxes | (7,138) | (39,211) | (25,322) |
Total stockholders' equity, ending balance | (82,493) | (75,355) | (36,144) |
Unrealized Losses on Derivative Instruments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (4,206) | (2,577) | 0 |
Other comprehensive loss before reclassifications | 2,692 | (4,716) | (4,094) |
Amounts reclassified out of accumulated other loss | 615 | 2,132 | 6 |
Tax effects | (1,234) | 955 | 1,511 |
Other comprehensive loss, net of income taxes | 2,073 | (1,629) | (2,577) |
Total stockholders' equity, ending balance | (2,133) | (4,206) | (2,577) |
Accumulated Other Comprehensive Loss | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | |||
Total stockholders' equity, beginning balance | (79,561) | (38,721) | (10,822) |
Other comprehensive loss before reclassifications | (3,267) | (43,927) | (29,416) |
Amounts reclassified out of accumulated other loss | 615 | 2,132 | 6 |
Tax effects | (2,413) | 955 | 1,511 |
Other comprehensive loss, net of income taxes | (5,065) | (40,840) | (27,899) |
Total stockholders' equity, ending balance | $ (84,626) | $ (79,561) | $ (38,721) |
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, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net (loss) income | $ (38,287) | $ (229,608) | $ 17,442 | $ 13,107 | $ 23,261 | $ 24,016 | $ 23,492 | $ 20,609 | $ (237,346) | $ 91,378 | $ (154,744) |
Basic weighted average shares outstanding | 98,700,879 | 97,634,155 | 96,955,043 | ||||||||
Dilutive effect of stock options and restricted shares | 0 | 531,701 | 0 | ||||||||
Dilutive weighted average shares outstanding | 98,700,879 | 98,165,856 | 96,955,043 | ||||||||
Basic net (loss) income per share (in dollars per share) | $ (0.39) | $ (2.32) | $ 0.18 | $ 0.13 | $ 0.24 | $ 0.25 | $ 0.24 | $ 0.21 | $ (2.40) | $ 0.94 | $ (1.60) |
Diluted net (loss) income per share (in dollars per share) | $ (0.39) | $ (2.32) | $ 0.18 | $ 0.13 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ (2.40) | $ 0.93 | $ (1.60) |
Common stock equivalents not included in diluted calculation due to anti-dilutive effect (in shares) | 3,700,000 | 2,000,000 | 2,300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. (loss) income | $ (261,594) | $ 63,614 | $ (242,864) |
Foreign income | 13,347 | 61,976 | 1,248 |
(Loss) income before income taxes | (248,247) | 125,590 | (241,616) |
Current federal tax expense (benefit) | (2,536) | 7,315 | 24,797 |
Current state and local tax expense (benefit) | (591) | 1,134 | 1,726 |
Current foreign tax expense (benefit) | 12,999 | 12,482 | 13,247 |
Current income tax expense (benefit) | 9,872 | 20,931 | 39,770 |
Deferred federal income tax expense (benefit) | (14,730) | 10,979 | (105,748) |
Deferred state and local income tax expense (benefit) | (2,738) | 1,108 | (12,543) |
Deferred foreign income tax expense (benefit) | (3,305) | 1,194 | (8,351) |
Deferred income tax expense (benefit) | (20,773) | 13,281 | (126,642) |
(Benefit) provision for income taxes | (10,901) | 34,212 | (86,872) |
Tax (impact deducted from) benefit credited to additional paid in capital | $ (900) | $ (1,098) | $ 87 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 | $ (84,404) | $ 43,956 | $ (84,566) |
State taxes, net of tax benefit | (4,559) | 1,458 | (7,002) |
Deemed foreign dividends | 6,099 | 3,963 | 4,289 |
Nondeductible items | 283 | (1,912) | (642) |
Impact of foreign operations | (3,526) | (8,015) | 2,125 |
Foreign tax credit | (6,197) | (4,313) | (4,205) |
Valuation allowance | 15,057 | 0 | 0 |
Non-deductible goodwill impairment | 23,644 | 0 | 0 |
Unremitted earnings of foreign subsidiaries | 37,537 | 0 | 0 |
Tax contingencies | 4,123 | (674) | 772 |
Other | 1,042 | (251) | 2,357 |
(Benefit) provision for income taxes | $ (10,901) | $ 34,212 | $ (86,872) |
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 (as a percent) | 34.00% | 35.00% | 35.00% |
State taxes, net of tax benefit (as a percent) | 1.84% | 1.16% | 2.90% |
Deemed foreign dividends (as a percent) | (2.46%) | 3.16% | (1.78%) |
Nondeductible items (as a percent) | (0.11%) | (1.52%) | 0.27% |
Impact of foreign operations (as a percent) | 1.42% | (6.38%) | (0.88%) |
Foreign tax credit (as a percent) | 2.50% | (3.43%) | 1.74% |
Valuation allowance (as a percent) | (6.07%) | 0.00% | 0.00% |
Non-deductible goodwill impairment (as a percent) | (9.52%) | 0.00% | 0.00% |
Unremitted earnings of foreign subsidiaries (as a percent) | (15.12%) | 0.00% | 0.00% |
Tax contingencies (as a percent) | (1.66%) | (0.54%) | (0.32%) |
Other (as a percent) | (0.43%) | (0.21%) | (0.98%) |
Actual (benefit) provision for income taxes (as a percent) | 4.39% | 27.24% | 35.95% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2014 | |
Deferred tax assets - Non-current | ||||||||
Inventories | $ 92,711,000 | $ 88,000,000 | ||||||
Reserves and other accruals | 1,692,000 | 412,000 | ||||||
Compensation accruals | 2,308,000 | 1,060,000 | ||||||
Goodwill and intangible assets | 20,101,000 | 0 | ||||||
Stock options | 3,197,000 | 3,674,000 | ||||||
Net operating losses and tax credits | 19,345,000 | 16,827,000 | ||||||
Other | 2,611,000 | 2,119,000 | ||||||
Total deferred tax assets | 141,965,000 | 112,092,000 | ||||||
Deferred tax (liabilities) - Non-current | ||||||||
Property and equipment | (3,505,000) | (355,000) | ||||||
Deferred debt issuance costs | 0 | (38,000) | ||||||
Unremitted earnings of foreign subsidiaries | (40,009,000) | 0 | ||||||
Goodwill and intangible assets | 0 | (52,072,000) | ||||||
Other | (7,008,000) | 0 | ||||||
Total deferred tax liabilities - non-current | (50,522,000) | (52,465,000) | ||||||
Valuation allowance | $ (18,602,000) | $ (18,602,000) | $ (5,548,000) | $ (5,961,000) | (18,602,000) | (5,548,000) | $ (4,930,000) | |
Net deferred tax assets (liabilities) | 72,841,000 | $ 54,079,000 | ||||||
Goodwill, Impairment Loss | 311,100,000 | $ 311,100,000 | 311,114,000 | 0 | 263,771,000 | |||
Deferred tax liability, net | 38,700,000 | |||||||
Deferred tax liabilities | 37,500,000 | |||||||
Cumulative translation adjustment, currency fluctuation | 1,200,000 | |||||||
Undistributed earnings of foreign subsidiaries | 26,100,000 | |||||||
Gross unrecognized income tax benefits | 6,500,000 | |||||||
Unrecognized tax benefits, interest | 1,000,000 | |||||||
Unrecognized tax benefits, penalties | 330,000 | |||||||
Decreases related to expiration of statute of limitations | (51,000) | (113,000) | (892,000) | |||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||||
Unrecognized tax benefits, beginning balance | 2,166,000 | 2,725,000 | 1,901,000 | |||||
Increases related to tax positions taken during a prior year | 3,250,000 | 0 | 1,716,000 | |||||
Decreases related to tax positions taken during a prior year | 0 | 0 | 0 | |||||
Increases related to tax positions taken during the current year | 0 | 0 | 0 | |||||
Decreases related to settlements with taxing authorities | 0 | (579,000) | 0 | |||||
Decreases related to expiration of statute of limitations | (51,000) | (113,000) | (892,000) | |||||
Changes due to translation of foreign currencies | (133,000) | |||||||
Changes due to translation of foreign currencies | 133,000 | 0 | ||||||
Unrecognized tax benefits, ending balance | 5,232,000 | 5,232,000 | 2,166,000 | 2,725,000 | ||||
Valuation allowance for deferred tax assets | ||||||||
Valuation allowance recorded during the period | 13,054,000 | (413,000) | 1,031,000 | |||||
Valuation allowance, ending balance | $ 18,602,000 | 18,602,000 | $ 5,548,000 | $ 5,961,000 | ||||
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 | 9,700,000 | |||||||
Tax credit carryforward, amount | 17,400,000 | |||||||
Haas Group Inc | ||||||||
Deferred tax (liabilities) - Non-current | ||||||||
Decreases related to expiration of statute of limitations | (100,000) | |||||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||||||
Decreases related to expiration of statute of limitations | $ (100,000) | |||||||
Minimum | ||||||||
Deferred tax (liabilities) - Non-current | ||||||||
Undistributed earnings, taxes | 7,000,000 | |||||||
Maximum | ||||||||
Deferred tax (liabilities) - Non-current | ||||||||
Undistributed earnings, taxes | $ 8,000,000 |
Stock-Based and Other Compens77
Stock-Based and Other Compensation Arrangements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | 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) | 2,700,157 | |||
Granted (in shares) | 683,230 | |||
Exercised (in shares) | (614,588) | |||
Forfeited options (in shares) | (305,989) | |||
Outstanding at the end of the period (in shares) | 2,462,810 | 2,700,157 | ||
Exercisable at the end of the period (in shares) | 2,001,044 | |||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 12.59 | |||
Granted (in dollars per share) | 13.52 | |||
Exercised (in dollars per share) | 4.39 | |||
Forfeited options (in dollars per share) | 12.40 | |||
Outstanding at the end of the period (in dollars per share) | 14.92 | $ 12.59 | ||
Exercisable at the end of the period (in dollars per share) | $ 15.34 | |||
Weighted Average Remaining Contractual Life | ||||
Outstanding at the end of the period | 6 years 11 months 27 days | 6 years 24 days | ||
Exercisable at the end of the period | 6 years 7 months 1 day | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period | $ 79 | $ 6,833 | ||
Exercisable at the end of the period | 79 | |||
Additional disclosures | ||||
Total intrinsic value of options exercised | 6,000 | 4,500 | $ 1,500 | |
Stock-based compensation expense | 2,600 | 3,200 | 3,600 | |
Unrecognized stock-based compensation cost | $ 1,600 | |||
Unrecognized stock-based compensation expected period of recognition | 1 year 8 months | |||
Exercise stock options cash proceeds, net | $ 2,700 | 6,300 | 800 | |
Employee Stock Option | Time based vesting | ||||
Stock-Based and Other Compensation Arrangements | ||||
Unvested stock options (in shares) | 461,766 | |||
Restricted Stock | ||||
Additional disclosures | ||||
Stock-based compensation expense | $ 3,800 | $ 5,300 | $ 4,300 | |
Unrecognized stock-based compensation expected period of recognition | 1 year 11 months 18 days | |||
Equity Incentive Award Plan 2014 | ||||
Stock-Based and Other Compensation Arrangements | ||||
Shares authorized for issuance | 5,717,584 | |||
Shares remaining available for issuance | 3,457,947 |
Stock-Based and Other Compens78
Stock-Based and Other Compensation Arrangements (Details 2) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted average assumptions used to value the option grants | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Restricted Stock | |||
Stock-Based and Other Compensation Arrangements | |||
Stock-based compensation expense | $ 3.8 | $ 5.3 | $ 4.3 |
Unrecognized stock-based compensation cost | $ 6.6 | ||
Weighted Average Fair Value | |||
Granted (in dollars per share) | $ 12.63 | $ 12.29 | $ 16.05 |
Fair value of shares vested | $ 5.3 | $ 3.5 | $ 3.1 |
Fair value of shares granted | 11.1 | 6.9 | 8.8 |
Tax benefits realized from tax deductions associated with option exercised and restricted share activity | $ 0.9 | $ 1.1 | $ 0.1 |
Restricted Stock | Employee | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Shares | |||
Granted (in shares) | 813,803 | ||
Restricted Stock | Director | |||
Shares | |||
Granted (in shares) | 68,493 | 57,759 | 73,662 |
Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Restricted Stock and Restricted Stock Units | |||
Shares | |||
Outstanding at start of year (in shares) | 606,444 | ||
Granted (in shares) | 882,296 | ||
Vested (in shares) | (401,433) | ||
Forfeited (in shares) | (289,745) | ||
Outstanding at end of year (in shares) | 797,562 | 606,444 | |
Weighted Average Fair Value | |||
Outstanding at start of year (in dollars per share) | $ 13.63 | ||
Granted (in dollars per share) | 12.63 | ||
Vested (in dollars per share) | 13.99 | ||
Forfeited (in dollars per share) | 13.80 | ||
Outstanding at end of year (in dollars per share) | $ 12.21 | $ 13.63 | |
Employee Stock Option | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Stock-based compensation expense | $ 2.6 | $ 3.2 | $ 3.6 |
Weighted average assumptions used to value the option grants | |||
Expected life | 6 years | 6 years | 5 years 11 months 5 days |
Volatility (as a percent) | 30.94% | 35.00% | 38.51% |
Risk free interest rate (as a percent) | 1.33% | 1.55% | 1.87% |
Weighted average fair value per option at grant date for options issued (in dollars per share) | $ 4.37 | $ 4.38 | $ 6.52 |
Minimum | Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Target shares percent | 0.00% | ||
Maximum | Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Target shares percent | 200.00% |
Commitments and Contingencies79
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leases | |||
2,018 | $ 11,042 | ||
2,019 | 9,822 | ||
2,020 | 7,002 | ||
2,021 | 5,842 | ||
2,022 | 5,096 | ||
Thereafter | 12,558 | ||
Total | 51,362 | ||
Total rent expense | 12,600 | $ 11,900 | $ 11,400 |
Capital Lease Commitments | |||
2,018 | 3,041 | ||
2,019 | 1,420 | ||
2,020 | 451 | ||
2,021 | 94 | ||
2,022 | 91 | ||
Thereafter | 156 | ||
Total including interest | 5,253 | $ 3,500 | |
Less: Interest | (288) | ||
Total | 4,965 | ||
Third Party | |||
Operating Leases | |||
2,018 | 9,341 | ||
2,019 | 8,180 | ||
2,020 | 6,849 | ||
2,021 | 5,804 | ||
2,022 | 5,096 | ||
Thereafter | 12,558 | ||
Total | 47,828 | ||
Related Party | |||
Operating Leases | |||
2,018 | 1,701 | ||
2,019 | 1,642 | ||
2,020 | 153 | ||
2,021 | 38 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Total | $ 3,534 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 | $ 2.4 | $ 2.1 |
Supplemental Cash Flow Inform81
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash payments for: | |||
Interest | $ 33,386 | $ 33,349 | $ 32,551 |
Income taxes | 10,287 | 37,193 | 16,996 |
Schedule of non-cash investing and financing activities: | |||
Property and equipment acquired pursuant to capital leases | $ 3,891 | $ 1,780 | $ 333 |
Quarterly Financial Data (una82
Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 361,552,000 | $ 363,907,000 | $ 364,599,000 | $ 339,371,000 | $ 365,595,000 | $ 375,186,000 | $ 376,742,000 | $ 359,843,000 | $ 1,429,429,000 | $ 1,477,366,000 | $ 1,497,615,000 |
Gross profit | 87,487,000 | 90,208,000 | 94,755,000 | 89,457,000 | 95,485,000 | 99,241,000 | 102,337,000 | 96,629,000 | 361,907,000 | 393,692,000 | 324,495,000 |
Net (loss) income | $ (38,287,000) | $ (229,608,000) | $ 17,442,000 | $ 13,107,000 | $ 23,261,000 | $ 24,016,000 | $ 23,492,000 | $ 20,609,000 | $ (237,346,000) | $ 91,378,000 | $ (154,744,000) |
Basic net (loss) income per share (in dollars per share) | $ (0.39) | $ (2.32) | $ 0.18 | $ 0.13 | $ 0.24 | $ 0.25 | $ 0.24 | $ 0.21 | $ (2.40) | $ 0.94 | $ (1.60) |
Diluted net (loss) income per share (in dollars per share) | $ (0.39) | $ (2.32) | $ 0.18 | $ 0.13 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ (2.40) | $ 0.93 | $ (1.60) |
Goodwill impairment charge | $ 311,100,000 | $ 311,100,000 | $ 311,114,000 | $ 0 | $ 263,771,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting | |||||||||||
Net sales | $ 361,552,000 | $ 363,907,000 | $ 364,599,000 | $ 339,371,000 | $ 365,595,000 | $ 375,186,000 | $ 376,742,000 | $ 359,843,000 | $ 1,429,429,000 | $ 1,477,366,000 | $ 1,497,615,000 |
(Loss) income from operations (2) (3) | (208,795,000) | 158,750,000 | (206,365,000) | ||||||||
Interest expense, net | (39,821,000) | (36,901,000) | (37,092,000) | ||||||||
Capital expenditures | 8,923,000 | 13,992,000 | 9,631,000 | ||||||||
Depreciation and amortization | 28,352,000 | 27,980,000 | 27,726,000 | ||||||||
Total assets | 1,754,107,000 | 1,948,578,000 | 1,754,107,000 | 1,948,578,000 | |||||||
Goodwill | 266,644,000 | 579,865,000 | 266,644,000 | 579,865,000 | 590,587,000 | ||||||
Payroll and personnel costs | 10,100,000 | 6,700,000 | 6,900,000 | ||||||||
Stock-based compensation expense | 3,400,000 | 5,300,000 | 4,900,000 | ||||||||
Professional fees and other corporate expenses | 6,800,000 | 8,500,000 | 11,400,000 | ||||||||
Goodwill impairment charge | 311,100,000 | $ 311,100,000 | 311,114,000 | 0 | 263,771,000 | ||||||
Americas | |||||||||||
Segment Reporting | |||||||||||
Goodwill impairment charge | 308,400,000 | 260,800,000 | |||||||||
APAC | |||||||||||
Segment Reporting | |||||||||||
Goodwill impairment charge | 2,700,000 | 3,000,000 | |||||||||
Operating Segments | Americas | |||||||||||
Segment Reporting | |||||||||||
Net sales | 1,142,366,000 | 1,177,496,000 | 1,191,928,000 | ||||||||
(Loss) income from operations (2) (3) | (213,501,000) | 134,159,000 | (197,251,000) | ||||||||
Interest expense, net | 35,936,000 | 32,595,000 | 32,921,000 | ||||||||
Capital expenditures | 5,659,000 | 12,728,000 | (8,237,000) | ||||||||
Depreciation and amortization | 24,765,000 | 24,412,000 | 23,490,000 | ||||||||
Total assets | 1,436,840,000 | 1,639,583,000 | 1,436,840,000 | 1,639,583,000 | |||||||
Goodwill | 204,183,000 | 512,586,000 | 204,183,000 | 512,586,000 | |||||||
Operating Segments | EMEA | |||||||||||
Segment Reporting | |||||||||||
Net sales | 258,072,000 | 274,952,000 | 288,276,000 | ||||||||
(Loss) income from operations (2) (3) | 25,138,000 | 43,881,000 | 16,672,000 | ||||||||
Interest expense, net | 3,786,000 | 4,309,000 | 4,179,000 | ||||||||
Capital expenditures | 3,165,000 | 1,143,000 | (1,373,000) | ||||||||
Depreciation and amortization | 3,321,000 | 3,289,000 | 3,935,000 | ||||||||
Total assets | 275,445,000 | 265,724,000 | 275,445,000 | 265,724,000 | |||||||
Goodwill | 51,190,000 | 53,297,000 | 51,190,000 | 53,297,000 | |||||||
Operating Segments | APAC | |||||||||||
Segment Reporting | |||||||||||
Net sales | 28,991,000 | 24,918,000 | 17,411,000 | ||||||||
(Loss) income from operations (2) (3) | (172,000) | 1,196,000 | (2,578,000) | ||||||||
Interest expense, net | 99,000 | (3,000) | (8,000) | ||||||||
Capital expenditures | 99,000 | 121,000 | (21,000) | ||||||||
Depreciation and amortization | 266,000 | 279,000 | 301,000 | ||||||||
Total assets | 41,822,000 | 43,271,000 | 41,822,000 | 43,271,000 | |||||||
Goodwill | 11,271,000 | 13,982,000 | 11,271,000 | 13,982,000 | |||||||
Corporate | |||||||||||
Segment Reporting | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
(Loss) income from operations (2) (3) | (20,260,000) | (20,486,000) | (23,208,000) | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Capital expenditures | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total assets | 0 | 0 | 0 | 0 | |||||||
Goodwill | 0 | 0 | |||||||||
Consolidated | |||||||||||
Segment Reporting | |||||||||||
Net sales | 1,429,429,000 | 1,477,366,000 | 1,497,615,000 | ||||||||
(Loss) income from operations (2) (3) | (208,795,000) | 158,750,000 | (206,365,000) | ||||||||
Interest expense, net | 39,821,000 | 36,901,000 | 37,092,000 | ||||||||
Capital expenditures | 8,923,000 | 13,992,000 | (9,631,000) | ||||||||
Depreciation and amortization | 28,352,000 | 27,980,000 | $ 27,726,000 | ||||||||
Total assets | 1,754,107,000 | 1,948,578,000 | 1,754,107,000 | 1,948,578,000 | |||||||
Goodwill | $ 266,644,000 | $ 579,865,000 | $ 266,644,000 | $ 579,865,000 | |||||||
Customer concentration risk | Sales revenue | |||||||||||
Segment Reporting | |||||||||||
Concentration risk | 11.00% | 10.00% | 10.00% |
Segment Reporting (Details 2)
Segment Reporting (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting | |||||||||||
Sales | $ 361,552 | $ 363,907 | $ 364,599 | $ 339,371 | $ 365,595 | $ 375,186 | $ 376,742 | $ 359,843 | $ 1,429,429 | $ 1,477,366 | $ 1,497,615 |
% of Total Sales | 100.00% | 100.00% | 100.00% | ||||||||
Long-lived assets | 239,547 | 255,317 | $ 239,547 | $ 255,317 | |||||||
Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 665,224 | $ 711,177 | $ 738,496 | ||||||||
% of Total Sales | 46.60% | 48.20% | 49.30% | ||||||||
Chemicals | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 602,039 | $ 600,124 | $ 591,840 | ||||||||
% of Total Sales | 42.10% | 40.60% | 39.50% | ||||||||
Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 100,160 | $ 105,207 | $ 107,918 | ||||||||
% of Total Sales | 7.00% | 7.10% | 7.20% | ||||||||
Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 34,566 | $ 34,662 | $ 33,602 | ||||||||
% of Total Sales | 2.40% | 2.30% | 2.30% | ||||||||
Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 27,440 | $ 26,196 | $ 25,759 | ||||||||
% of Total Sales | 1.90% | 1.80% | 1.70% | ||||||||
United States of America | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,062,523 | $ 1,087,691 | $ 1,101,385 | ||||||||
% of Total Sales | 74.30% | 73.60% | 73.50% | ||||||||
Long-lived assets | 185,438 | 198,370 | $ 185,438 | $ 198,370 | |||||||
United Kingdom | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 179,160 | $ 195,473 | $ 190,661 | ||||||||
% of Total Sales | 12.50% | 13.20% | 12.70% | ||||||||
Other foreign countries | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 187,746 | $ 194,202 | $ 205,569 | ||||||||
% of Total Sales | 13.20% | 13.20% | 13.80% | ||||||||
All foreign countries | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 366,906 | $ 389,675 | $ 396,230 | ||||||||
% of Total Sales | 25.70% | 26.40% | 26.50% | ||||||||
Long-lived assets | $ 54,109 | $ 56,947 | $ 54,109 | $ 56,947 |
Subsequent Event (Details)
Subsequent Event (Details) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 28, 2017 | Nov. 02, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||||||||||||||||||
Debt issuance costs | $ 11,724,000 | $ 7,627,000 | |||||||||||||||||
Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 6.25 | ||||||||||||||||||
Debt issuance costs | $ 1,900,000 | ||||||||||||||||||
Sixth amendment to credit agreement | Forecast | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 3 | 4 | 4 | 4 | 4 | 4.75 | 4.75 | 4.75 | 5.25 | 5.50 | 5.75 | 6 | 6 | 6.25 | 6.25 | ||||
Credit Agreement, scenario one | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Excess cash flow percentage | 75.00% | ||||||||||||||||||
Credit Agreement, scenario one | Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 0 | ||||||||||||||||||
Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Excess cash flow percentage | 50.00% | ||||||||||||||||||
Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||||||||||||
Credit Agreement, scenario three | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Excess cash flow percentage | 25.00% | ||||||||||||||||||
Credit Agreement, scenario three | Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 3.50 | ||||||||||||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||||||||||||
Credit Agreement, scenario four | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Excess cash flow percentage | 0.00% | ||||||||||||||||||
Consolidated total leverage ratio | 2.50 | ||||||||||||||||||
Maximum | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 6.25 | ||||||||||||||||||
Maximum | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 4.59 | ||||||||||||||||||
Maximum | Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 4 | ||||||||||||||||||
Maximum | Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 4 | ||||||||||||||||||
Maximum | Credit Agreement, scenario three | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 3 | ||||||||||||||||||
Minimum | Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 3 | ||||||||||||||||||
Minimum | Credit Agreement, scenario two | Subsequent Event | Sixth amendment to credit agreement | Revolving credit facility | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 3.50 | ||||||||||||||||||
Minimum | Credit Agreement, scenario three | Subsequent Event | Sixth amendment to credit agreement | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Consolidated total leverage ratio | 2.50 |