Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Nexeo Solutions, Inc. | |
Entity Central Index Key | 1,604,416 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 89,325,806 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 34.1 | $ 47.5 |
Accounts and notes receivable (net of allowance for doubtful accounts of $1.7 million and $1.4 million, respectively) | 555.5 | 474.8 |
Inventories | 362.8 | 315.8 |
Other current assets | 25.1 | 25.7 |
Total current assets | 977.5 | 863.8 |
Non-Current Assets | ||
Property, plant and equipment, net | 321.4 | 322.6 |
Goodwill | 694.2 | 665.7 |
Other intangible assets, net of amortization | 233 | 215 |
Deferred income taxes | 1.9 | 1.1 |
Other non-current assets | 8.9 | 10.7 |
Total non-current assets | 1,259.4 | 1,215.1 |
Total Assets | 2,236.9 | 2,078.9 |
Current Liabilities | ||
Short-term borrowings, current portion of long-term debt and capital lease obligations | 48.7 | 47.7 |
Accounts payable | 349.8 | 325.8 |
Accrued expenses and other liabilities | 51 | 45.7 |
Due to related party pursuant to contingent consideration obligations | 4.8 | 0 |
Income taxes payable | 1.9 | 2 |
Total current liabilities | 456.2 | 421.2 |
Non-Current Liabilities | ||
Long-term debt and capital lease obligations, less current portion, net | 855.3 | 765.6 |
Deferred income taxes | 22.8 | 23.1 |
Due to related party pursuant to contingent consideration obligations | 139 | 118.4 |
Other non-current liabilities | 9.4 | 5.8 |
Total non-current liabilities | 1,026.5 | 912.9 |
Total Liabilities | 1,482.7 | 1,334.1 |
Commitments and contingencies (see Note 13) | ||
Equity | ||
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of June 30, 2017 and September 30, 2016) | 0 | 0 |
Common stock, $0.0001 par value (300,000,000 shares authorized; 89,281,617 shares issued and 89,272,041 shares outstanding as of June 30, 2017 and 89,286,936 shares issued and outstanding as of September 30, 2016) | 0 | 0 |
Additional paid-in capital | 763.1 | 758.9 |
Accumulated deficit | (8.8) | (9.6) |
Accumulated other comprehensive loss | 0 | (4.5) |
Treasury stock, at cost: 9,576 shares as of June 30, 2017 and none as of September 30, 2016 | (0.1) | 0 |
Total equity | 754.2 | 744.8 |
Total Liabilities and Equity | $ 2,236.9 | $ 2,078.9 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1.7 | $ 1.4 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Shares issued (in shares) | 89,281,617 | 89,286,936 |
Shares outstanding (in shares) | 89,272,041 | 89,286,936 |
Treasury stock (in shares) | 9,576 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Interest income (expense) | ||||||||
Net Income (Loss) Attributable to Nexeo Solutions, Inc. | $ 0.8 | |||||||
Net income (loss) per share available to common stockholders | ||||||||
Basic (USD per share) | $ 0.13 | $ (0.45) | $ 0.01 | $ (0.81) | ||||
Diluted (USD per share) | $ 0.13 | $ (0.45) | $ 0.01 | $ (0.81) | ||||
Weighted average number of common shares outstanding | ||||||||
Basic (in shares) | 76,743,853 | 34,072,056 | 76,745,396 | 21,241,897 | ||||
Diluted (in shares) | 76,828,868 | 34,072,056 | 76,830,296 | 21,241,897 | ||||
Successor | ||||||||
Sales and operating revenues | $ 942.7 | $ 214.3 | [1] | $ 2,655.2 | $ 214.3 | [1] | ||
Cost of sales and operating expenses | 840 | 195.5 | [1] | 2,365.9 | 195.5 | [1] | ||
Gross profit | 102.7 | 18.8 | [1] | 289.3 | 18.8 | [1] | ||
Selling, general and administrative expenses | 79.4 | 19.1 | [1] | 233.9 | 19.2 | [1] | ||
Transaction related costs | 0.2 | 15.9 | [1] | 1.3 | 18 | [1] | ||
Change in fair value of contingent consideration obligations | (0.8) | (2.3) | [1] | 19.8 | (2.3) | [1] | ||
Operating income (loss) | 23.9 | (13.9) | [1] | 34.3 | (16.1) | [1] | ||
Other income, net | 5.7 | 0 | [1] | 8.3 | 0 | [1] | ||
Interest income (expense) | ||||||||
Interest income | 0 | 0.3 | [1] | 0.2 | 0.9 | [1] | ||
Interest expense | (13.5) | (3.2) | [1] | (38) | (3.2) | [1] | ||
Net income (loss) from continuing operations before income taxes | 16.1 | (16.8) | [1] | 4.8 | (18.4) | [1] | ||
Income tax expense (benefit) | 5.9 | (1.3) | [1] | 4 | (1.3) | [1] | ||
Net income (loss) from continuing operations | 10.2 | (15.5) | [1] | 0.8 | (17.1) | [1] | ||
Net income from discontinued operations, net of tax | 0 | 0 | [1] | 0 | 0 | [1] | ||
Net Income (Loss) Attributable to Nexeo Solutions, Inc. | $ 10.2 | $ (15.5) | [1] | $ 0.8 | $ (17.1) | [1] | ||
Net income (loss) per share available to common stockholders | ||||||||
Basic (USD per share) | $ 0.13 | $ (0.45) | [1] | $ 0.01 | $ (0.81) | [1] | ||
Diluted (USD per share) | $ 0.13 | $ (0.45) | [1] | $ 0.01 | $ (0.81) | [1] | ||
Weighted average number of common shares outstanding | ||||||||
Basic (in shares) | 76,743,853 | 34,072,056 | [1] | 76,745,396 | 21,241,897 | [1] | ||
Diluted (in shares) | 76,828,868 | 34,072,056 | [1] | 76,830,296 | 21,241,897 | [1] | ||
Predecessor | ||||||||
Sales and operating revenues | $ 650.2 | $ 2,340.1 | ||||||
Cost of sales and operating expenses | 574.8 | 2,068.2 | ||||||
Gross profit | 75.4 | 271.9 | ||||||
Selling, general and administrative expenses | 57.5 | 208.9 | ||||||
Transaction related costs | 26.1 | 33.4 | ||||||
Change in fair value of contingent consideration obligations | 0 | 0 | ||||||
Operating income (loss) | (8.2) | 29.6 | ||||||
Other income, net | 0.3 | 2.9 | ||||||
Interest income (expense) | ||||||||
Interest income | 0 | 0.1 | ||||||
Interest expense | (11.2) | (42.3) | ||||||
Net income (loss) from continuing operations before income taxes | (19.1) | (9.7) | ||||||
Income tax expense (benefit) | 1.1 | 4.2 | ||||||
Net income (loss) from continuing operations | (20.2) | (13.9) | ||||||
Net income from discontinued operations, net of tax | 0 | 0.1 | ||||||
Net Income (Loss) Attributable to Nexeo Solutions, Inc. | $ (20.2) | $ (13.8) | ||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Period acquiree is included in operating activities | 22 days | 22 days |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | [1] | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | [1] | ||
Net income (loss) | $ 0.8 | ||||||||
Successor | |||||||||
Net income (loss) | $ 10.2 | $ (15.5) | 0.8 | $ (17.1) | |||||
Unrealized foreign currency translation gain (loss), net of tax | 11.9 | (2.2) | 4.9 | (2.2) | |||||
Unrealized gain (loss) on interest rate hedges, net of tax | (0.7) | 0 | (0.4) | 0 | |||||
Other comprehensive income (loss), net of tax | 11.2 | (2.2) | 4.5 | (2.2) | |||||
Total comprehensive income (loss), net of tax attributable to Nexeo Solutions, Inc. | [2] | $ 21.4 | $ (17.7) | $ 5.3 | $ (19.3) | ||||
Predecessor | |||||||||
Net income (loss) | $ (20.2) | $ (13.8) | |||||||
Unrealized foreign currency translation gain (loss), net of tax | (3.4) | (4) | |||||||
Unrealized gain (loss) on interest rate hedges, net of tax | 0.1 | 0.3 | |||||||
Other comprehensive income (loss), net of tax | (3.3) | (3.7) | |||||||
Total comprehensive income (loss), net of tax attributable to Nexeo Solutions, Inc. | [2] | $ (23.5) | $ (17.5) | ||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. | ||||||||
[2] | Tax effects for each component presented are not material. |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Period acquiree is included in operating activities | 22 days | 22 days |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Equity - 9 months ended Jun. 30, 2017 - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Sep. 30, 2016 | 89,286,936 | 0 | ||||
Beginning balance at Sep. 30, 2016 | $ 744.8 | $ 0 | $ 758.9 | $ 0 | $ (9.6) | $ (4.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock (in shares) | 5,434 | |||||
Forfeiture of restricted stock awards (in shares) | (10,753) | |||||
Shares associated with employee tax withholding for vesting of certain equity awards (in shares) | (9,576) | (9,576) | ||||
Shares associated with employee tax withholding for vesting of certain equity awards | (0.1) | $ (0.1) | ||||
Equity-based compensation | 4.2 | 4.2 | ||||
Comprehensive income: | ||||||
Net income | 0.8 | 0.8 | ||||
Other comprehensive income | 4.5 | 4.5 | ||||
Ending balance (in shares) at Jun. 30, 2017 | 89,272,041 | 9,576 | ||||
Ending balance at Jun. 30, 2017 | $ 754.2 | $ 0 | $ 763.1 | $ (0.1) | $ (8.8) | $ 0 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 8 Months Ended | 9 Months Ended | |||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Successor | |||||
Cash flows from operations | |||||
Net income (loss) from continuing operations | $ 0.8 | $ (17.1) | [1] | ||
Adjustments to reconcile to cash flows from operations: | |||||
Depreciation and amortization | 53.5 | 4.3 | [1] | ||
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization | 3.1 | (0.4) | [1] | ||
Non-cash transaction costs | 0 | 12.8 | [1] | ||
Provision for bad debt | (0.1) | 0.1 | [1] | ||
Deferred income taxes | (0.8) | (1.9) | [1] | ||
Equity-based compensation expense | 4.2 | 0.3 | [1] | ||
Change in fair value of contingent consideration obligations | 19.8 | (2.3) | [1] | ||
Gain on sale of property and equipment | 0 | 0 | [1] | ||
Gain on debt extinguishment, net | 0 | 0 | [1] | ||
Gain related to reimbursements of certain capital expenditures incurred | (8.1) | 0 | [1] | ||
Changes in assets and liabilities: | |||||
Accounts and notes receivable | (63.8) | (6) | [1] | ||
Inventories | (34.9) | 7 | [1] | ||
Other current assets | 3.1 | 2.8 | [1] | ||
Accounts payable | 11.7 | (27.3) | [1] | ||
Related party payable | 0 | 0 | [1] | ||
Accrued expenses and other liabilities | (1.1) | (2.6) | [1] | ||
Changes in other operating assets and liabilities, net | 0.6 | 0.3 | [1] | ||
Net cash provided by (used in) operating activities from continuing operations | (12) | (30) | [1] | ||
Net cash provided by operating activities from discontinued operations | 0 | 0 | [1] | ||
Net cash provided by (used in) operating activities | (12) | (30) | [1] | ||
Cash flows from investing activities | |||||
Additions to property and equipment | (20.7) | (1.4) | [1] | ||
Proceeds from the disposal of property and equipment | 0.4 | 0 | [1] | ||
Proceeds from reimbursement of certain capital expenditures incurred | 8.4 | 0 | [1] | ||
Proceeds withdrawn from trust account | 0 | 501.1 | [1] | ||
Cash paid for asset and business acquisitions | (63.5) | (360.6) | [1] | ||
Net cash provided by (used in) investing activities | (75.4) | 139.1 | [1] | ||
Cash flows from financing activities | |||||
Proceeds from issuance of common stock | 0 | 234.9 | [1] | ||
Redemption of common stock | 0 | (298.5) | [1] | ||
Proceeds from Sponsor convertible note and Sponsor promissory note | 0 | 0.7 | [1] | ||
Repayment of Sponsor convertible notes and Sponsor promissory note | 0 | (1) | [1] | ||
Repurchases of membership units | 0 | 0 | [1] | ||
Proceeds from short-term debt | 30.1 | 4.9 | [1] | ||
Repayments of short-term debt | (29.6) | (1.7) | [1] | ||
Proceeds from issuance of long-term debt | 611.6 | 823.6 | [1] | ||
Repayments of long-term debt and capital lease obligations | (536.7) | (41) | [1] | ||
Repayment of Predecessor long-term debt | 0 | (767.3) | [1] | ||
Payments of debt issuance costs | (1.3) | (25.3) | [1] | ||
Net cash provided by (used in) financing activities | 74.1 | (70.7) | [1] | ||
Effect of exchange rate changes on cash and cash equivalents | (0.1) | 0 | [1] | ||
Increase (decrease) in cash and cash equivalents | (13.4) | 38.4 | [1] | ||
Cash and cash equivalents at the beginning of the period | $ 0.2 | [1] | 47.5 | 0.2 | [1] |
Cash and cash equivalents at the end of the period | 34.1 | 38.6 | [1] | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 33.9 | 7.2 | [1] | ||
Cash paid during the period for taxes | 4.3 | 1.5 | [1] | ||
Supplemental disclosure of non-cash operating activities: | |||||
Non-cash payment of deferred underwriting fees | 0 | 18.3 | [1] | ||
Supplemental disclosure of non-cash investing and non-cash financing activities | |||||
Non-cash capital expenditures | 16 | 1.2 | [1] | ||
Non-cash intangible assets acquired | 3.7 | 0 | [1] | ||
Non-cash capital lease obligations, net | $ 13.6 | 0 | [1] | ||
Predecessor | |||||
Cash flows from operations | |||||
Net income (loss) from continuing operations | (13.9) | ||||
Adjustments to reconcile to cash flows from operations: | |||||
Depreciation and amortization | 37.7 | ||||
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization | 6.1 | ||||
Non-cash transaction costs | 0 | ||||
Provision for bad debt | 1.2 | ||||
Deferred income taxes | 1.1 | ||||
Equity-based compensation expense | 2.7 | ||||
Change in fair value of contingent consideration obligations | 0 | ||||
Gain on sale of property and equipment | (2) | ||||
Gain on debt extinguishment, net | (0.6) | ||||
Gain related to reimbursements of certain capital expenditures incurred | 0 | ||||
Changes in assets and liabilities: | |||||
Accounts and notes receivable | 34.4 | ||||
Inventories | 8.4 | ||||
Other current assets | (4.1) | ||||
Accounts payable | 13.4 | ||||
Related party payable | (0.3) | ||||
Accrued expenses and other liabilities | (9.7) | ||||
Changes in other operating assets and liabilities, net | (4.9) | ||||
Net cash provided by (used in) operating activities from continuing operations | 69.5 | ||||
Net cash provided by operating activities from discontinued operations | 0.1 | ||||
Net cash provided by (used in) operating activities | 69.6 | ||||
Cash flows from investing activities | |||||
Additions to property and equipment | (14.2) | ||||
Proceeds from the disposal of property and equipment | 2.4 | ||||
Proceeds from reimbursement of certain capital expenditures incurred | 0 | ||||
Proceeds withdrawn from trust account | 0 | ||||
Cash paid for asset and business acquisitions | 0 | ||||
Net cash provided by (used in) investing activities | (11.8) | ||||
Cash flows from financing activities | |||||
Proceeds from issuance of common stock | 0 | ||||
Redemption of common stock | 0 | ||||
Proceeds from Sponsor convertible note and Sponsor promissory note | 0 | ||||
Repayment of Sponsor convertible notes and Sponsor promissory note | 0 | ||||
Repurchases of membership units | (0.1) | ||||
Proceeds from short-term debt | 20.9 | ||||
Repayments of short-term debt | (17.1) | ||||
Proceeds from issuance of long-term debt | 292.1 | ||||
Repayments of long-term debt and capital lease obligations | (417.3) | ||||
Repayment of Predecessor long-term debt | 0 | ||||
Payments of debt issuance costs | 0 | ||||
Net cash provided by (used in) financing activities | (121.5) | ||||
Effect of exchange rate changes on cash and cash equivalents | 0.3 | ||||
Increase (decrease) in cash and cash equivalents | (63.4) | ||||
Cash and cash equivalents at the beginning of the period | 127.7 | $ 127.7 | |||
Cash and cash equivalents at the end of the period | 64.3 | ||||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 32.9 | ||||
Cash paid during the period for taxes | 3.4 | ||||
Supplemental disclosure of non-cash operating activities: | |||||
Non-cash payment of deferred underwriting fees | 0 | ||||
Supplemental disclosure of non-cash investing and non-cash financing activities | |||||
Non-cash capital expenditures | 16.5 | ||||
Non-cash intangible assets acquired | 0 | ||||
Non-cash capital lease obligations, net | $ 14.3 | ||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||
Period acquiree is included in operating activities | 22 days | 22 days |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Basis of Presentation Nexeo Solutions, Inc. (together with its subsidiaries, the “Company”) is the result of the business combination between WLRH and Holdings. WLRH was incorporated in Delaware on March 24, 2014 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WLRH completed its IPO in June 2014, raising approximately $500.0 million in cash proceeds. WLRH neither engaged in any operations nor generated any revenue prior to the Business Combination. On the Closing Date, WLRH and Holdings and certain other parties consummated the Business Combination, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, WLRH changed its name from “WL Ross Holding Corp.” to “Nexeo Solutions, Inc.” and changed the ticker symbol for its common stock on NASDAQ from “WLRH” to “NXEO”. The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date and a “Successor” for the periods after the Closing Date. In the Business Combination, Holdings was identified as the acquiree and Predecessor and WLRH, subsequently renamed “Nexeo Solutions, Inc.”, was identified as the acquirer and Successor. The Successor periods in the condensed consolidated financial statements as of June 30, 2016 and for the three and nine months ended June 30, 2016 include 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which reflect its financial activity including transaction costs and equity structure changes in preparation of the consummation of the Business Combination. As a result of the application of the acquisition method of accounting as of the Closing Date, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not comparable. See Note 3 for further discussion of the Business Combination. The Predecessor periods in the condensed consolidated financial statements represent the operating results of Holdings and its subsidiaries prior to the Business Combination. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included. Results of operations for the three and nine months ended June 30, 2017 are not necessarily indicative of results to be expected for the fiscal year ending September 30, 2017 . Quarterly financial data should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended September 30, 2016 included in the Company's Annual Report on Form 10-K filed with the SEC on December 8, 2016. The consolidated financial data as of September 30, 2016 presented in these unaudited condensed consolidated financial statements were derived from the Company’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP. Nature of Operations The Company is a global distributor of chemicals products in North America and Asia and plastics products in North America, EMEA and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. The Company also provides environmental services, including waste collection, recovery and arrangement for disposal services and recycling in North America, primarily in the U.S., through its Environmental Services line of business. The Company connects a large network of suppliers with a diverse base of customers. The Company offers its customers products used in a broad cross-section of end markets including household, industrial and institutional, lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers), automotive, healthcare, personal care, oil and gas and construction. The Company distributes products internationally through a supply chain consisting of owned, leased or third-party warehouses, rail terminals and tank terminals globally. The Company has a private fleet of tractors and trailers, primarily located in North America. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted this standard during the three months ended December 31, 2016 and the adoption did not have a material impact on the Company’s financial position or results of operations for the periods presented. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business. The amendments in this ASU specify for an acquisition to be considered a business, it must include an input and a substantive process that together significantly contribute to the ability to create outputs. The amendments also further define outputs, and specify that an acquisition where the fair value of gross assets acquired is concentrated in a single asset or group of similar assets would not constitute a business. The Company adopted this standard during the three months ended December 31, 2016 on a prospective basis and applied the amendments to the asset acquisition that occurred during the three months ended December 31, 2016. See Note 3. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU removed step two of the goodwill impairment test and specified that an entity will recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value. The Company adopted this guidance during the three months ended March 31, 2017 as part of its annual impairment test and the adoption did not have a material impact on the Company’s financial position or results of operations for the periods presented. New Accounting Pronouncements Not Yet Adopted In August 2014, the FASB issued ASU 2014–15, Presentation of Financial Statements — Going Concern (Subtopic 205 – 40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The Company will adopt this standard as of September 30, 2017, and it is not expected to have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. The Company continues the evaluation of the potential effects on its financial position or results of operations of the accounting pronouncements disclosed in its consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on December 8, 2016, including ASU 2014-09, Revenue from Contracts with Customers, and ASU 2016-02, Leases. |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Ultra Chem Acquisition On April 3, 2017, the Company completed the Ultra Chem Acquisition for approximately $56.8 million , net of cash acquired of $0.5 million , pursuant to the Ultra Chem Stock Purchase Agreement. This amount excludes the settlement of the final net working capital adjustment. Of the purchase price, approximately $10.7 million was placed in escrow. Of this amount, approximately $1.0 million was designated for the settlement of the final net working capital adjustment, expected to be completed in the fourth quarter of fiscal year 2017. The remaining balance of approximately $9.7 million may remain in escrow for a period of up to five years and relates to indemnification obligations under the Ultra Chem Stock Purchase Agreement. The escrow amount will be released as under the terms of the Ultra Chem Stock Purchase Agreement and related documentation. The Ultra Chem Acquisition was financed with approximately $58.0 million of borrowings under the ABL Facility. There is no contingent consideration related to the Ultra Chem Acquisition. Preliminary Purchase Consideration Allocation The Ultra Chem Acquisition is accounted for under the acquisition method, which requires the Company to perform an allocation of the preliminary purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the preliminary purchase consideration over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s preliminary allocation of the preliminary purchase consideration to assets acquired and liabilities assumed at the Ultra Chem Closing Date: Preliminary Purchase Consideration Allocation Accounts receivable $ 14.4 Inventory 10.5 Other current assets 2.0 Property and equipment 0.4 Customer-related intangible 22.0 Trade name 0.3 Non-compete agreements 3.7 Other non-current assets 0.4 Goodwill 22.5 Total assets acquired 76.2 Short-term borrowings 0.9 Accounts payable 13.0 Other current liabilities 4.1 Other non-current liabilities 1.4 Total liabilities assumed 19.4 Net assets acquired $ 56.8 The total purchase consideration allocation above is preliminary as the Company has not yet completed the necessary fair value assessments, including the assessments of inventory, intangibles and the related tax impacts on these items. Any changes within the measurement period may change the amount of the purchase consideration allocable to goodwill. The fair value and tax impact assessments are to be completed within twelve months of the Ultra Chem Closing Date and could have a material impact on the components of the total purchase consideration allocation. Transaction costs incurred by the Company associated with the Ultra Chem Acquisition were $0.3 million and $1.2 million during the three and nine months ended June 30, 2017 , respectively. Of this amount, approximately $0.3 million and $0.5 million were recorded in Transaction Costs during the three and nine months ended June 30, 2017 , respectively, and $0.7 million were recorded in S elling, general and administrative expenses during the nine months ended June 30, 2017 in the condensed consolidated statement of operations. A summary and description of the acquired assets and assumed liabilities fair valued in conjunction with applying the acquisition method of accounting follows: Accounts and Notes Receivable Accounts and notes receivable consisted of receivables related to the customers of the acquired business, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables were recorded at their approximate fair value based on expected collections of Ultra Chem. Accordingly, accounts receivable included an adjustment of $0.8 million to reduce gross receivables to their net value after consideration of expected uncollectable amounts at the Ultra Chem Closing Date. Inventory Inventory consisted primarily of finished products to be distributed to the acquired business’s customers. The fair value of inventory was established through application of the income approach, using estimates of selling prices and costs such as selling and marketing expenses to be incurred in order to dispose of the finished products and arriving at the future profitability expected to be generated once the inventory is sold (net realizable value). The inventory fair value step up of $1.2 million was recognized in income during the three months ended June 30, 2017, which is included in Cost of sales and operating expenses in the condensed consolidated statements of operations. The Company’s assessment of the fair value of inventory is preliminary, and will be completed within twelve months of the Ultra Chem Closing Date. Other Current Assets Other current assets consisted primarily of prepaid expenses and did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Property and Equipment Property, plant and equipment acquired consists primarily of leasehold improvements, computer and office equipment as well as furniture and fixtures. The preliminary purchase price allocation for property, plant and equipment was based on the carrying value of such assets as it was determined to approximate fair value. The Company's assessment of fair value of the property and equipment is preliminary, and will be completed within twelve months of the Ultra Chem Closing Date. Customer-Related Intangible Customer relationships were valued through the application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the existing customer relationships. The resulting estimated cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. The value associated with customer relationships will be amortized on a straight-line basis over a ten -year period, which represents the approximate point in the projection period in which a majority of the asset’s cash flows are expected to be realized based on assumed attrition rates. The Company recognized $22.0 million for these intangible assets as part of the preliminary allocation of the purchase consideration. The Company's assessment of the expected future cash flows related to the customer intangibles is preliminary, and will be completed within twelve months of the Ultra Chem Closing Date. Trade Name The "Ultra Chem" trade name was valued through application of the income approach, involving the estimation of likely future sales and an estimated royalty rate reflective of the rate that a market participant would pay to use the Ultra Chem name. The fair value of this asset will be amortized on a straight-line basis over a two -year period, estimated based on the period in which the Company would expect a market participant to use the name prior to rebranding. The Company recognized $0.3 million for this intangible asset as part of the preliminary allocation of the purchase consideration. The Company's assessment of the estimated future cash flows from the “Ultra Chem” trade name is preliminary and will be completed within twelve months of the Ultra Chem Closing Date. Non-Compete Agreements In connection with the Ultra Chem Acquisition, the former equityholders of the Ultra Chem Group agreed to non-compete agreements. The terms of the non-compete agreements prohibit the equityholders from competing in the chemical distribution space for three years after the Ultra Chem Closing Date. The income approach was used to value the non-compete agreements through a comparative discounted cash flow analysis based on the impact of competition absent these agreements. The Company recognized $3.7 million for this intangible asset as part of the preliminary allocation of the purchase consideration. This intangible is amortized on a straight-line basis over a three -year period. The Company's assessment of these comparative future cash flows is preliminary and will be completed within twelve months of the Ultra Chem Closing Date. Other Non-Current Assets Other non-current assets acquired represented certain long-term deposits and other assets, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Goodwill Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected as a result of the Ultra Chem Acquisition. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. The Company does not expect any goodwill from the Ultra Chem Acquisition to be deductible for tax purposes. As the fair value assessments of the acquired assets and liabilities are finalized within twelve months of the Ultra Chem Closing Date, the amount of goodwill recognized as of the Ultra Chem Closing Date is subject to change. Short-Term Borrowings Short-term borrowings included short-term borrowings of Ultra Chem prior to the Ultra Chem Acquisition, which did not have a fair value adjustment as part of acquisition accounting as their carrying value approximated fair value. As described above, the balance was paid off immediately after the closing of the Ultra Chem Acquisition. Accounts Payable Accounts payable represented short-term obligations owed to the vendors of the acquired business, which were assumed in the Ultra Chem Acquisition. These obligations did not have a fair value adjustment as part of acquisition accounting as their carrying value approximated fair value. Other Current Liabilities Other current liabilities represented primarily accrued expenses, including accrued payroll, certain accrued taxes, the current portion of assumed tax-related contingent liabilities and various other liabilities arising out of the normal operations of the acquired business. The majority of these liabilities did not have a fair value adjustment as their carrying value approximated fair value. Other Non-Current Liabilities Other non-current liabilities represent assumed tax-related contingent liabilities. The Company's assessment of the fair value of these contingent liabilities is preliminary, and will be completed within twelve months of the Ultra Chem Closing Date. Impact of the Ultra Chem Acquisition on the Company’s Consolidated Financial Information For the three and nine months ended June 30, 2017 , the Company’s consolidated sales and operating revenues and net income include $17.1 million and $0.2 million , respectively, related to the operations of the acquired business since the Ultra Chem Closing Date. Asset Acquisitions In December 2016, the Company completed an asset acquisition whereby it obtained certain customer contracts and a customer list. Additionally, in connection with this transaction, the Company entered into a supply agreement and a licensing agreement granting the Company the non-exclusive use of a certain trademark. The total consideration associated with this transaction was $8.5 million , of which $5.1 million was paid at closing. The remaining consideration will be paid in equal amounts on or before January 1, 2018 and January 1, 2019. The remaining consideration is included in Accrued expenses and other liabilities and Other non-current liabilities on the Company’s condensed consolidated balance sheets. In connection with this transaction, the Company recognized intangible assets totaling $8.5 million which are included in Other intangible assets, net of amortization on the Company’s condensed consolidated balance sheets. The acquired intangible assets will be fully amortized over estimated useful lives ranging between 10 and 13 years. In April 2017, the Company completed an asset acquisition whereby it obtained certain customer contracts, a customer list and inventory. The total consideration associated with this transaction was approximately $1.9 million , with $1.6 million paid at closing. The remaining consideration is included in Accrued expenses and other liabilities on the Company’s condensed consolidated balance sheet and will be paid on or before April 3, 2018, provided certain conditions are met. In connection with this transaction, the Company recognized an intangible asset related to the customer list of approximately $1.1 million which is included in Other intangible assets, net of amortization on the Company’s condensed consolidated balance sheet. The customer list will be amortized over an estimated useful life of five years . Business Combination On June 9, 2016, the Company consummated the Business Combination pursuant to the Merger Agreement, whereby WLRH acquired Holdings (including the portion of Holdings held by Blocker) through a series of two mergers. As a result of the transactions contemplated by the Merger Agreement, Holdings and Blocker became wholly-owned subsidiaries of WLRH. The purchase consideration for the Business Combination was as follows: Cash $ 424.9 Less: cash acquired (64.3 ) Equity 276.7 Founder Shares transferred to Selling Equityholders 30.2 Contingent consideration - Fair value of Deferred Cash Consideration 45.4 Contingent consideration - Fair value of TRA (1) 89.8 Total purchase consideration (2) $ 802.7 (1) During the nine months ended June 30, 2017, the Company recorded adjustments of $5.6 million . See below. (2) In addition to the total purchase consideration above, the Company assumed the outstanding indebtedness of the Predecessor, including related accrued interest through the Closing Date, totaling $774.3 million . The proceeds of the Credit Facilities were used to repay such indebtedness and accrued interest immediately following the consummation of the Business Combination. Contingent Consideration - Deferred Cash Consideration The contingent consideration associated with the Deferred Cash Consideration will be an amount in cash equal to the prevailing price of the Company’s common stock at the time that the Company pays such deferred cash payment multiplied by the number of Excess Shares ( 5,178,642 Excess Shares as of June 30, 2017 ). Based on the terms of the Excess Shares, certain circumstances require the Company to pay all or a portion of the Deferred Cash Consideration to the Selling Equityholders, where such cash amount is calculated as set forth in the Merger Agreement, including (i) where the volume weighted average trading price of the Company’s common stock for any period of 20 trading days in any 30 trading day period exceeds $15.00 per share, and (ii) if any Excess Shares remain on June 30, 2021. If any Excess Shares remain on June 30, 2021, the Company must elect to either (i) within five business days of such date, pay the Selling Equityholders an amount in cash equal to the product of the number of remaining Excess Shares multiplied by the volume weighted-average trading price for the 20 trading day period immediately preceding such date or (ii) use reasonable best efforts to sell such shares to a third party in a primary offering and pay the gross proceeds thereof (less any underwriting discounts and commissions) to the Selling Equityholders. However, to the extent the number of shares issued in such offerings does not equal the full amount of Excess Shares remaining at the time of the offering, the Company’s obligations with respect to any remaining Excess Shares, including the obligation to continue to complete any necessary additional offerings, shall continue. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model. The estimated fair value of the Deferred Cash Consideration liability as of the Closing Date was $45.4 million . See Note 9. Contingent Consideration - TRA Concurrent with the completion of the Business Combination, the Company incurred the liability for the contingent consideration related to the TRA, which reflects amounts owed to the Selling Equityholders. This liability generally provides for the payment by the Company to the Selling Equityholders of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing Date as a result of (i) certain increases in tax basis resulting from the Company Merger, (ii) certain tax attributes of Holdings existing prior to the Mergers, (iii) net operating losses and certain other tax attributes of Blocker available to the Company as a result of the Blocker Merger and (iv) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of the net cash savings, if any. The Company estimated the fair value of the TRA liability based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. During the three months ended March 31, 2017, the Company recorded a $2.0 million adjustment to the estimated fair value of the TRA liability as of the Closing Date, related to the assessments of the tax attributes associated with certain entities. The Company completed its fair value assessment of the TRA liability as of the Closing Date during the three months June 30, 2017 , resulting in an additional increase to the TRA liability of $3.6 million . Including these adjustments, the estimated fair value of the TRA liability as of the Closing Date was $89.8 million . Including this adjustment, the undiscounted cash flows associated with the TRA liability as of the Closing Date were estimated to be approximately $215.0 million over the time period during which the tax benefits are expected to be realized, currently estimated at over 20 years . The amount and timing of any payments due under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income the Company generates in the future and the U.S. federal, state and local income tax rates then applicable. In addition, payments made under the TRA will give rise to additional tax benefits for the Company and therefore additional potential payments due under the TRA. The term of the TRA commenced upon the consummation of the Mergers and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless the Company exercises its right to terminate the TRA early. If the Company elects to terminate the TRA early, its obligations under the TRA would accelerate and it generally would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the TRA, calculated in accordance with certain valuation assumptions set forth in the TRA. The liabilities related to the Deferred Cash Consideration and the TRA are included in Due to related party pursuant to contingent consideration obligations on the Company’s condensed consolidated balance sheets. Purchase Consideration Allocation The Business Combination is accounted for under the acquisition method, with WLRH determined to be the accounting acquirer of Holdings, which requires the Company to perform an allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s allocation of the purchase consideration to assets acquired and liabilities assumed at the Closing Date: Purchase Consideration Allocation Accounts receivable $ 470.0 Inventory 327.9 Other current assets 26.0 Property, plant and equipment 328.2 Customer-related intangible 201.0 Trade name 21.0 Below-market leases 0.7 Other non-current assets 3.2 Deferred tax assets 1.2 Goodwill 673.4 Total assets acquired 2,052.6 Short-term borrowings and current portion of capital leases 40.6 Accounts payable 335.9 Other current liabilities 52.8 Long-term portion of capital leases 23.0 Long-term debt 767.3 Deferred tax liability 24.8 Other non-current liabilities 5.5 Total liabilities assumed 1,249.9 Net assets acquired $ 802.7 During the nine months ended June 30, 2017 , the Company completed its assessment of the fair values of the assets acquired and liabilities assumed in the Business Combination. The Company recorded adjustments to decrease the fair value of inventory by $0.6 million , property, plant and equipment by $0.1 million and an adjustment to accounts payable of $2.1 million , an adjustment to increase the fair value of other current assets by $0.2 million , and adjustments to deferred tax liabilities of $0.4 million . Goodwill was impacted by these adjustments as well as by the $5.6 million adjustment to the fair value of the TRA described above which increased the purchase consideration. Transaction costs incurred by the Company associated with the Business Combination were $(0.1) million and $0.8 million during the three and nine months ended June 30, 2017 , respectively. Transaction costs incurred by the Company associated with the Business Combination were $15.9 million and $18.0 million for the three and nine months ended June 30, 2016 for the Successor, respectively. Transaction costs incurred by the Predecessor associated with the Business Combination were $26.1 million and $33.4 million for the period from April 1, 2016 through June 8, 2016 and the period from October 1, 2015 through June 8, 2016, respectively. A summary and description of the acquired assets and assumed liabilities fair valued in conjunction with applying the acquisition method of accounting follows: Accounts Receivable Accounts receivable consisted of receivables related to the customers of the acquired business, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables were recorded at their approximate fair value based on expected collections of the Predecessor. Accordingly, accounts receivable included an adjustment of $4.1 million to reduce gross receivables to their net value after consideration of expected uncollectable amounts at the Closing Date. Inventory Inventory consisted primarily of finished products to be distributed to the acquired business’s customers. The fair value of inventory was established through application of the income approach, using estimates of selling prices and costs such as selling and marketing expenses to be incurred in order to dispose of the finished products and arriving at the future profitability that is expected to be generated once the inventory is sold (net realizable value). The inventory fair value step up of $13.8 million was recognized in income during the fiscal year ended September 30, 2016 , which is included in Cost of sales and operating expenses in the condensed consolidated statements of operations. Other Current Assets Other current assets consisted primarily of prepaid expenses, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Property, Plant and Equipment Property, plant and equipment consisted primarily of: 42 owned distribution locations in the U.S., Puerto Rico and Canada; 11 leased locations in the U.S., Canada, Puerto Rico, Mexico, Europe and China (excluding third-party operated warehouses); office equipment and other similar assets used in the Predecessor's operations. The allocation of the purchase consideration for property, plant and equipment was based on the fair market value of such assets determined using the cost approach. The cost approach consisted of estimating the fixed assets’ replacement cost less all forms of depreciation. The fair value of land was determined using the comparable sales approach. The fair value adjustment to property, plant and equipment was $96.0 million . Customer-Related Intangible Customer relationships were valued through the application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the existing customer relationships. The resulting estimated cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. The value associated with customer relationships will be amortized on a straight-line basis over a 12 -year period, which represents the approximate point in the projection period in which a majority of the asset’s cash flows are expected to be realized based on assumed attrition rates. The Company recognized $201.0 million for these intangible assets as part of the allocation of the purchase consideration. Trade Name The "Nexeo" trade name was valued through application of the income approach, involving the estimation of likely future sales and an estimated royalty rate reflective of the rate that a market participant would pay to use the Nexeo name. The fair value of this asset will be amortized on a straight-line basis over a four -year period, estimated based on the period in which the Company expects a market participant would use the name prior to rebranding and the length of time the name would be expected to maintain recognition and value in the marketplace. The Company recognized $21.0 million for this intangible asset as part of the allocation of the purchase consideration. Below-Market Leases The Company recognized an intangible asset related to favorable lease terms of certain properties under operating leases where rental payments were determined to be less than current market rates. The intangible asset will be amortized over the remaining life of the operating leases, which ranges from one to seven years. The Company recognized $0.7 million for this intangible asset as part of the allocation of the purchase consideration. Other Non-Current Assets Other non-current assets acquired represented certain long-term deposits, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the underlying net assets acquired, largely arising from the workforce and extensive efficient distribution network that has been established by the acquired business. Of the total amount of goodwill recognized as part of the preliminary allocation of the purchase consideration above, the Company expects approximately $253.4 million to be deductible for tax purposes as of June 30, 2017 . Short-Term Borrowings and Current Portion of Capital Leases Short-term borrowings and current portion of capital leases included short-term borrowings of Nexeo Plaschem and the current portion of capital leases, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Accounts Payable Accounts payable represented short-term obligations owed to the vendors of the acquired business, which were assumed in the Business Combination. These obligations did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Other Current Liabilities Other current liabilities represented primarily accrued expenses, including accrued payroll, accrued interest on long-term debt, certain accrued taxes and various other liabilities arising out of the normal operations of the acquired business. The majority of these liabilities did not have a fair value adjustment because their carrying value approximated fair value. However, no fair value was recognized for certain recorded liabilities that did not meet the definition of a liability under the acquisition method of accounting. Long-Term Portion of Capital Leases The long-term portion of capital leases included the non-current portion of capital leases for machinery and equipment, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Long-Term Debt Long-term debt represented the outstanding principal balance at the Closing Date of the Predecessor Term Loan Facility and the Notes which did not have a fair value adjustment as part of acquisition accounting as the carrying value approximated fair value. Deferred Taxes Deferred tax assets and liabilities are attributable to the difference between the estimated fair values allocated to inventory, property, plant and equipment and identified intangibles acquired for financial reporting purposes and the amounts determined for tax reporting purposes and give rise to temporary differences. The deferred tax assets and liabilities will reverse in future periods or have reversed as the related tangible and intangible assets are amortized, acquired inventory is sold, or if goodwill is impaired. Additionally, the Company’s entity structure includes several partnerships. The amounts recorded for deferred taxes reflect the evaluation of the tax basis of each individual partner's interest in the partnerships . Unaudited Consolidated Pro Forma Financial Information The consolidated pro forma results presented below include the effects of the Business Combination as if they had occurred as of October 1, 2014, the beginning of the fiscal year prior to the year the Business Combination was consummated, and the Ultra Chem Acquisition as if it had occurred as of October 1, 2015. The consolidated pro forma results reflect certain adjustments related to these acquisitions, primarily reflecting a full period of Ultra Chem Group’s results of operations for each period presented, the estimated changes in fair value of the contingent consideration liability from the Business Combination, amortization expense associated with estimates for the acquired intangible assets, depreciation expense based on the new fair value of property, plant and equipment, the effects of inventory step ups from the acquisitions, transaction costs, interest expense and income taxes. The consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Business Combination been completed on October 1, 2014 or the Ultra Chem Acquisition on October 1, 2015. Three Months Ended June 30, 2017 Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016 Nine Months Ended June 30, 2016 Sales and operating revenues $ 942.6 $ 2,690.4 $ 879.4 $ 2,598.5 Operating income 25.3 39.6 15.6 32.9 Net income from continuing operations 11.2 3.8 5.0 1.5 Net income 11.2 3.8 5.0 1.5 Basic and diluted net income per share 0.15 0.05 0.07 0.02 Pro forma weighted average number of common shares outstanding Basic 76,743,853 76,745,396 76,746,168 76,746,168 Diluted 76,828,868 76,830,296 76,810,686 76,800,051 For all periods presented above, the pro forma weighted average number of common shares outstanding were computed assuming all shares issued as a result of the Business Combination would have been issued on October 1, 2014. There were 12,476,250 Founder Shares not included in the basic or diluted computations because market conditions are assumed to be not satisfied. Additionally, 1,567,000 outstanding PSU awards were not included in the computation of diluted shares outstanding because performance targets and/or market conditions are assumed not to have been met for these awards. Diluted shares outstanding also did not include 25,012,500 shares based on the exercise of 50,025,000 warrants because the warrants were out-of-the-money. The impact of unvested restricted stock awards issued to directors shortly after the Business Combination was included in all diluted share calculations above. The 24,500 of outstanding RSUs as of June 30, 2017 were not included in the computation of pro forma diluted shares outstanding for the three and nine months ended June 30, 2016 as they were awarded subsequent to the Business Combination. |
Certain Balance Sheet Informati
Certain Balance Sheet Information | 9 Months Ended |
Jun. 30, 2017 | |
Certain Balance Sheet Information [Abstract] | |
Certain Balance Sheet Information | Certain Balance Sheet Information Cash and Cash Equivalents Cash and cash equivalents were $34.1 million as of June 30, 2017 and $47.5 million as of September 30, 2016 . These amounts included the following: June 30, 2017 September 30, 2016 Cash held by foreign subsidiaries $ 29.6 $ 41.9 Non-USD denominated currency held by foreign subsidiaries $ 26.5 $ 36.9 Currency denominated in RMB $ 1.2 $ 6.5 Non-USD denominated currency held by foreign subsidiaries was primarily in CAD and RMB. While the RMB is convertible into USD, foreign exchange transactions are subject to approvals from SAFE. The Company does not anticipate any significant adverse impact to overall liquidity from potential limitations on the transfer or conversion of cash and cash equivalents . Inventories Inventories at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Finished products $ 358.2 $ 311.7 Supplies 4.6 4.1 Total $ 362.8 $ 315.8 The Company’s inventories in the U.S. and Canada are collateral under the Credit Facilities. Other Non-Current Assets Other non-current assets at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Debt issuance costs of the ABL Facility $ 5.4 $ 6.4 Other 3.5 4.3 Total $ 8.9 $ 10.7 Amortization of debt issuance costs related to the ABL Facility recorded in Interest expense in the condensed consolidated statements of operations was $0.7 million and $1.0 million for the three and nine months ended June 30, 2017 , respectively. Amortization of debt issuance costs related to the ABL Facility recorded in Interest expense in the condensed consolidated statements of operations was $0.1 million for the three and nine months ended June 30, 2016 for the Successor. Amortization of debt issuance costs related to the Predecessor ABL Facility recorded in interest expense was $0.6 million and $2.1 million for the periods from April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Land $ 50.8 $ 50.4 Plants and buildings (1) 105.3 89.8 Machinery and equipment (2) 148.1 130.5 Software and computer equipment 59.5 49.0 Construction in progress 6.4 16.5 Total 370.1 336.2 Less accumulated depreciation (3) (48.7 ) (13.6 ) Property, plant and equipment, net $ 321.4 $ 322.6 (1) Includes $13.7 million as of June 30, 2017 related to facilities acquired under capital leases. (2) Includes $25.6 million and $25.2 million , respectively, related to equipment acquired under capital leases. (3) Includes $3.3 million and $1.1 million , respectively, related to facilities and equipment acquired under capital leases. Depreciation expense recognized on the property, plant and equipment described above was as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Depreciation expense $ 12.2 $ 35.5 $ 3.0 $ 3.0 $ 7.5 $ 27.1 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. Included in the carrying value of property, plant and equipment in the Company’s condensed consolidated balance sheets are certain closed facilities located in the U.S., which collectively have a carrying value of $1.1 million as of June 30, 2017 and $1.2 million as of September 30, 2016 . The facilities do not currently meet the criteria for held-for-sale classification; accordingly, they remain classified as held and used. Facility Lease The Company’s sale of its Franklin Park facility to the Illinois Tollway Authority under an eminent domain proceeding was completed in September 2016. As a result of the sale of this facility, the Company relocated operations to a new leased facility in Montgomery, Illinois. The Montgomery Lease has a term of 15 years , with annual payments beginning at $1.1 million per year, excluding executory costs, and annual escalations of 2.5% per year. The Montgomery Lease includes three , five -year renewal options. The Montgomery Lease was accounted for as a capital lease and began in the first quarter of fiscal year 2017 at an initial cost of $13.2 million . In connection with the relocation of these operations, the Company incurred certain capital expenditures for which it has received reimbursements from the Illinois Tollway Authority. During the three and nine months ended June 30, 2017 , the Company recorded a gain of $5.4 million and $8.1 million , respectively, related to such capital expenditures incurred and reimbursed to date, which is included in Other Income on the condensed consolidated statements of operations. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill The following is a progression of goodwill by reportable segment: Chemicals Plastics Other Total Balance at September 30, 2016 $ 331.6 $ 271.1 $ 63.0 $ 665.7 Measurement period adjustment 2.7 1.2 0.5 4.4 Ultra Chem Acquisition 22.5 — — 22.5 Foreign currency translation 0.1 1.5 — 1.6 Balance at June 30, 2017 $ 356.9 $ 273.8 $ 63.5 $ 694.2 Goodwill amounts by reportable segment at June 30, 2017 are based on the allocation of the purchase consideration of the Business Combination as of the Closing Date and the preliminary allocation of the purchase consideration of the Ultra Chem Acquisition as of the Ultra Chem Closing Date. Accordingly, the amounts allocated to goodwill from the Ultra Chem Acquisition are subject to adjustments to reflect the completion of the purchase price allocation, which will be completed within twelve months of the Ultra Chem Closing Date and could have a material impact on total goodwill and goodwill by reportable segment. See Note 3. Goodwill Impairment Test Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, or operating segment, for the Company. As of March 31, 2017, the Company tested the goodwill recorded at each of its operating segments and concluded that goodwill was not impaired. For purposes of the annual impairment testing of the Company's recognized goodwill, fair value measurements were determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed Level 3 fair value measurements as defined in Note 9. These inputs include management’s expectations about future revenue growth and profitability, working capital needs and capital expenditures. Inputs also include estimates of a market participant’s expectations for 1) a discount rate at which the cash flows should be discounted in order to determine the fair value of such expected cash flows, and 2) an estimated income tax rate. The Company also considered a market approach using the comparable company method, which resulted in a fair value estimate of each reporting unit that was comparable to the income approach. The Company’s valuation based on the income approach is considered to be an appropriate valuation methodology for the annual goodwill impairment test. As of the Company’s last annual impairment test, the fair values of the Company’s reporting units were determined to exceed their respective carrying amount by more than 20% , with the exception of the Plastics line of business, for which the fair value of the reporting unit exceeded its carrying value by approximately 2% . Holding all other assumptions consistent, if the estimated discount rate fluctuated by approximately 50 basis points, the fair values of the individual reporting units would fluctuate between 6% and 10% in the opposite direction. Additionally, material increases or decreases in the expectations for revenue growth and profitability for a prolonged period of time could also impact the fair value of the reporting units in the same direction. Holding all other assumptions consistent, if gross profit margins of the individual reporting units fluctuated by 50 basis points each year over the entire valuation period, the fair values of the individual reporting units would fluctuate between 3% and 15% in the same direction. During the three months ended June 30, 2017, the Company evaluated whether events or circumstances had occurred that would make it more likely than not that an impairment may have occurred. In this evaluation, the Company analyzed the impact of any updates to the inputs discussed above and concluded that no triggering events had occurred. The annual evaluation of goodwill requires the use of estimates about future operating results of each reporting unit to determine its estimated fair value. Changes in forecasted operations can materially affect these estimates, which could materially affect the Company’s results of operations. The estimate of fair value requires significant judgment and is based on management’s fair value estimates on assumptions that are believed to be reasonable; but that are unpredictable and inherently uncertain, including: estimates of future growth rates, operating margins and assumptions about the overall economic climate as well as the competitive environment for the reporting units. There can be no assurance that these estimates and assumptions made for purposes of the goodwill testing as of the time of testing will prove to be accurate predictions of the future. If assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, the Company may be required to record goodwill impairment charges in future periods, whether in connection with future annual impairment testing, or earlier, if an indicator of an impairment is present prior to the next annual evaluation. Other Intangible Assets During the nine months ended June 30, 2017 , the Company recognized two new intangible asset classes. See Note 3. Definite-lived intangible assets at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Estimated Gross Accumulated Net Gross Accumulated Net Customer-related 5-13 $ 229.5 $ (18.5 ) $ 211.0 $ 200.3 $ (5.2 ) $ 195.1 Supplier-related 10 1.5 (0.1 ) 1.4 — — — Trade name 2-10 22.2 (5.7 ) 16.5 21.0 (1.7 ) 19.3 Below-market leases 1-7 0.7 (0.3 ) 0.4 0.7 (0.1 ) 0.6 Non-compete agreements 3-10 4.0 (0.3 ) 3.7 — — — Total $ 257.9 $ (24.9 ) $ 233.0 $ 222.0 $ (7.0 ) $ 215.0 Amortization expense recognized on the intangible assets described above was as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Amortization expense $ 6.7 $ 18.0 $ 1.3 $ 1.3 $ 2.8 $ 10.6 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2017 and September 30, 2016 are summarized below: June 30, 2017 September 30, 2016 Short-term borrowings $ 39.4 $ 38.4 Current portion of long-term debt and capital lease obligations 9.3 9.3 Total short-term borrowings and current portion of long-term debt and capital lease obligations, net $ 48.7 $ 47.7 Long-term debt outstanding at June 30, 2017 and September 30, 2016 is summarized below: June 30, 2017 September 30, 2016 ABL Facility $ 199.7 $ 117.7 Term Loan Facility 648.5 653.4 Capital lease obligations (1) 36.5 24.8 Total long-term debt 884.7 795.9 Less: unamortized debt discount (2) (2.8 ) (3.2 ) Less: debt issuance costs (3) (17.3 ) (17.8 ) Less: current portion of long-term debt and capital lease obligations (9.3 ) (9.3 ) Long-term debt and capital lease obligations, less current portion, net $ 855.3 $ 765.6 (1) Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See “Capital Lease Obligations” below. (2) The unamortized debt discount is related to the Term Loan Facility and amortized to interest expense over the life of the instrument using the effective interest rate method. (3) See discussion below under Term Loan Facility and Debt Issuance Cost Amortization. Short-Term Borrowings The Company’s short-term borrowings are associated with the Company’s operations in China and are summarized below: Facility Limit Outstanding Borrowings Balance Weighted Average Interest Rate on Borrowings Outstanding LOC and Bankers’ Acceptance Bills Remaining Availability June 30, 2017 Bank of America - China (1) $ 24.3 $ 24.0 4.3 % $ — $ 0.3 Bank of Communications - China (2) 22.1 15.4 5.3 % 3.2 3.5 Total $ 46.4 $ 39.4 $ 3.2 $ 3.8 September 30, 2016 Bank of America - China (1) $ 28.4 $ 27.3 4.0 % $ — $ 1.1 Bank of Communications - China (2) 22.5 11.1 5.2 % 10.5 0.9 Total $ 50.9 $ 38.4 $ 10.5 $ 2.0 (1) The borrowing limit of this facility is denominated in USD. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 110% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. (2) The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. Long-Term Debt ABL Facility The ABL Facility provides for committed revolving credit financing including a U.S. Tranche of up to $505.0 million , a Canadian Tranche of up to the USD equivalent of $40.0 million and a FILO Tranche up to $30.0 million . Provided no default or event of default then exists or would arise therefrom, the ABL Borrowers have the option to request that the ABL Facility be increased by an aggregate amount, when included with any incremental borrowings issued under the Term Loan Facility, not to exceed $175.0 million . Borrowings under the U.S. Tranche and the Canadian Tranche of the ABL Facility bear interest, at the ABL Borrowers’ option, at either an alternate base rate or Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or LIBOR or Canadian BA rate (as defined therein), as applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Tranche, within the ABL Facility, bear interest at an alternate base rate plus an applicable margin (ranging from 1.00% to 1.50% pursuant to a grid based on average excess availability) or LIBOR plus an applicable margin (ranging from 2.00% to 2.50% pursuant to a grid based on average excess availability). In addition to paying interest on outstanding principal amounts under the ABL Facility, the ABL Borrowers are required to pay a commitment fee in respect of the unutilized commitments, which commitment fee is 0.250% or 0.375% per annum and is determined based on average utilization of the ABL Facility (increasing when utilization is low and decreasing when utilization is high). The ABL Borrowers are required to pay customary letters of credit fees. The weighted average interest rate on borrowings under the ABL Facility was 2.58% at June 30, 2017 . Solutions had the USD equivalent of $71.3 million in outstanding letters of credit under the ABL Facility at June 30, 2017 . The collective credit availability under the U.S. and Canadian Tranches of the ABL Facility was the U.S. equivalent of $215.7 million at June 30, 2017 . There was $5.0 million availability under the FILO Tranche at June 30, 2017 . The ABL Facility matures on June 9, 2021. Obligations under the ABL Facility are secured by a first priority lien on all ABL Facility first lien collateral, including eligible inventory and accounts receivable of the ABL Borrowers, and a second priority lien on all Term Loan Facility first lien collateral including outstanding equity interests of the Borrower and certain of the other subsidiaries of Holdings, in each case, subject to certain limitations; provided, that no ABL Facility first lien collateral or Term Loan Facility first lien collateral owned by the Canadian Borrower secure the obligations owing under the U.S. Tranche of the ABL Facility. These accounts receivable and inventory totaled $660.9 million in the aggregate as of June 30, 2017 . Fees paid to the lenders during the fiscal year ended September 30, 2016 in connection with the ABL Facility totaled $6.8 million and were recorded as debt issuance costs in Other non-current assets on the condensed consolidated balance sheets to be amortized as interest expense over the remaining term of the ABL Facility. See Note 4. As of June 30, 2017 , the ABL Borrowers were in compliance with the covenants of the ABL Facility. Term Loan Facility The Term Loan Facility provides secured debt financing in an aggregate principal amount of up to $655.0 million and the right, at Solutions’ option, to request additional tranches of term loans in an aggregate principal amount, when included with any incremental borrowings issued under the ABL Facility, of up to $175.0 million , plus unlimited additional amounts such that the aggregate principal amount of indebtedness outstanding at the time of incurrence does not cause the Secured Net Leverage Ratio, calculated on a pro forma basis, to exceed 4.1 to 1.0 . Availability of such additional tranches of term loans is subject to the absence of any default and, among other things, the receipt of commitments by existing or additional financial institutions. On March 22, 2017, the Company completed TLB Amendment No. 1 amending the current Term Loan Facility. TLB Amendment No. 1 reduced the interest rate margin applicable to outstanding term loans by 50 basis points from 4.25% to 3.75% for LIBOR loans and from 3.25% to 2.75% for base rate loans. In addition, the 1% LIBOR floor was eliminated. TLB Amendment No.1 provides a prepayment premium equal to 1% of the amount of the term loan applicable to certain repricing transactions occurring on or prior to six months from the effective date of TLB Amendment No. 1. Commencing with the quarter ended September 30, 2016, Solutions is required to make scheduled quarterly payments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the initial term loans made on the Closing Date of the Mergers, with the balance due at maturity. The average interest rate for the Term Loan Facility was 4.88% at June 30, 2017 . The Company amortized $0.1 million and $0.4 million of debt discount to interest expense during the three and nine months ended June 30, 2017 , respectively. The Term Loan Facility matures on June 9, 2023. Additionally, the Term Loan Facility agreement requires Solutions to make mandatory principal payments on an annual basis, with the first required calculation determined at fiscal year-end (September 30, 2017), if cash flows for the year, as defined in the Term Loan Facility exceed certain levels specified in the Term Loan Facility. Solutions generally has the right to prepay loans in whole or in part, without incurring any penalties for early payment. Obligations under the Term Loan Facility are secured by a first priority lien on all Term Loan first lien collateral, including outstanding equity interests of the Borrower and certain of the other subsidiaries of Holdings, and a second priority lien on all ABL Facility first lien collateral, including accounts receivable and inventory of the loan parties under the Term Loan Facility, subject to certain limitations. Fees paid to the lenders during the fiscal year ended September 30, 2016 in connection with the Term Loan Facility totaled $18.5 million and were recorded as a reduction of the debt balance to be amortized as interest expense over the remaining term of the Term Loan Facility. As of June 30, 2017 , Solutions was in compliance with the covenants of the Term Loan Facility. Debt Issuance Cost Amortization Amortization expense included in interest expense related to debt issuance costs of the Term Loan Facility was $0.7 million and $1.8 million for the three and nine months ended June 30, 2017 , respectively. As a result of TLB Amendment No. 1, the Company incurred debt issuance costs of $1.3 million during the nine months ended June 30, 2017 , which will be amortized throughout the remaining life of the Term Loan Facility. Amortization expense included in interest expense related to debt issuance costs of the Term Loan Facility was $0.1 million for the three and nine months ended June 30, 2016 . Amortization expense included in interest expense related to debt issuance costs of the Predecessor Term Loan Facility and the Notes was $0.8 million and $3.0 million for the periods from April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016 , respectively. Capital Lease Obligations The capital lease obligation balance of $36.5 million as of June 30, 2017 is primarily associated with the Ryder Lease and the Montgomery Lease. The Ryder Lease obligation excludes decreasing annual interest payments ranging from $1.0 million to $0.1 million , for aggregate interest payments totaling $4.0 million . The Montgomery Lease obligation excludes decreasing annual interest payments ranging from $1.0 million to $0.1 million , for aggregate interest payments of $13.9 million . See Note 5. |
Derivatives
Derivatives | 9 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives During the three months ended March 31, 2017, the Company entered into four interest rate swap agreements with a combined notional amount of $300.0 million to help mitigate interest rate risk related to the variable-rate Term Loan Facility. The swap agreements expire at various dates from February 2020 through March 2022 and are accounted for as cash flow hedges. Gains or losses resulting from changes in the fair value of the swaps are recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains and losses resulting from changes in the fair value applicable to the ineffective portion, if any, are reflected in income. Gains and losses recorded in other comprehensive income are reclassified into and recognized in income when the interest expense on the Term Loan Facility is recognized. On June 29, 2017, the Company removed the interest rate floor component of the interest-rate swaps to align the swaps with the Term Loan Facility terms after the modification of the Term Loan Facility in March 2017 with TLB Amendment No. 1. In connection with the modification of the swaps’ terms, the Company received cash proceeds of $0.5 million . During the three and nine months ended June 30, 2017 , the Company recognized approximately $0.6 million of interest expense related to ineffectiveness of the interest-rate swaps prior to June 29, 2017. The interest rate swaps continue to be accounted for as cash flow hedges and there was no material ineffectiveness related to the swaps after the modification of the terms described above. Derivative assets and liabilities at June 30, 2017 and September 30, 2016 consisted of the following: Recorded to June 30, 2017 September 30, 2016 Long-term derivative asset Other non-current assets $ 0.1 $ — Short-term derivative liability Accrued expenses and other liabilities $ 1.5 $ — Long-term derivative liability Other non-current liabilities $ 0.4 $ — Other Comprehensive Income/Loss Accumulated other comprehensive loss $ 0.4 $ — Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements to mitigate the exposure to interest rate risk related to the variable-rate Predecessor Term Loan Facility. The agreements had varying expiration dates through March 2017, and were accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps were recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains and losses resulting from changes in the fair value applicable to the ineffective portion, if any, were reflected in income. Gains and losses recorded in other comprehensive income were reclassified into and recognized in income when the interest expense on the Predecessor Term Loan Facility was recognized. Gains and losses (net of reclassifications into income, including any ineffective portion) related to the interest rate swaps of the Company and the Predecessor were as follows: Successor Predecessor Recorded to Three Months Ended Nine Months Ended June 30, 2017 April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Realized loss Interest expense $ 1.2 $ 1.5 $ 0.1 $ 0.3 Unrealized gain (loss), net of tax Other comprehensive income(loss) $ (0.7 ) $ (0.4 ) $ 0.1 $ 0.3 Unrealized losses related to the interest-rate swaps for the three and nine months ended June 30, 2017 were net of a tax benefit impact of $0.3 million . There was no material tax impact for the Predecessor periods presented. At June 30, 2017 , $1.3 million in unrealized losses were expected to be realized and recognized in income within the next twelve months. See Note 9 for additional information on the fair value of the Predecessor’s derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is as follows: ● Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2—Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3—Prices or valuation models that require inputs that are both significant to the fair value measurement and less observable for objective sources (i.e., supported by little or no market activity). The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Fair value of financial instruments The carrying values of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term borrowings approximate their fair value due to the short-term maturity of those instruments. The carrying values of borrowings outstanding under the Credit Facilities approximate fair value at June 30, 2017 and September 30, 2016 , primarily due to their variable interest rate. The estimated fair value of these instruments is classified by the Company as a Level 3 measurement within the fair value hierarchy due to the varying interest rate parameters as outlined in the respective loan agreements. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis In addition to the financial instruments that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a non-recurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges or as part of a business combination. As discussed in Note 3, during the nine months ended June 30, 2017 , the Company recorded non-recurring fair value measurements related to the Ultra Chem Acquisition and its asset acquisitions. In addition, in the fiscal year ended September 30, 2016 , the Company recorded non-recurring fair value measurements related to the Business Combination. These fair value measurements were classified as Level 3 within the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Recurring Basis Contingent Consideration The fair value of the contingent consideration related to the Deferred Cash Consideration as discussed in Note 3 was $40.4 million and $35.0 million as of June 30, 2017 and September 30, 2016 , respectively. The measurement of the contingent consideration related to the Deferred Cash Consideration is classified by the Company as a Level 3 measurement within the fair value hierarchy. In order to estimate the fair value of the Deferred Cash Consideration, the Company estimates the value of the Excess Shares using a Monte Carlo simulation model with the market price of the Company’s common stock at each valuation date being a significant input to this model. Unobservable inputs to the valuation are the expected volatility during the applicable period as well as a marketability discount to reflect the illiquidity of the Excess Shares given their terms. An increase in the market price of the Company’s common stock has the same directional effect on the value of the liability related to the Deferred Cash Consideration. An increase in the volatility and marketability discount will lower the value of the liability related to the Deferred Cash Consideration. The fair value of the liability for the contingent consideration related to the TRA as discussed in Note 3 was $103.4 million and $83.4 million as of June 30, 2017 and September 30, 2016 , respectively. The liability for the contingent consideration related to the TRA is classified by the Company as a Level 3 measurement within the fair value hierarchy. The Company estimates the fair value of the liability for the contingent consideration related to the TRA based on a discounted cash flow model which incorporates assumptions of projected taxable income, projected income tax liabilities and an estimate of tax benefits expected to be realized as a result of the Business Combination. Key inputs to the valuation are prevailing tax rates and market interest rates impacting the discount rate. An increase in the discount rate will lower the value of the liability related to the TRA and an increase in prevailing tax rates will increase the value of the liability related to the TRA. During the nine months ended June 30, 2017, the Company recorded a $5.6 million adjustment to the estimated fair value of the TRA liability as of the Closing Date, related to the assessments of the tax attributes associated with certain entities. Changes in the fair value of the contingent consideration obligations for the nine months ended June 30, 2017 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2016 $ 83.4 $ 35.0 $ 118.4 Measurement period adjustment 5.6 — 5.6 Change in fair value of contingent consideration (1) 14.4 5.4 19.8 Contingent consideration as of June 30, 2017 $ 103.4 $ 40.4 $ 143.8 (1) Included in Operating income (loss) in the condensed consolidated statements of operations. Significant changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized as a component of Operating income (loss) in future periods. Interest Rate Swaps The Company classifies interest rate swaps within Level 2. During the three months ended March 31, 2017, the Company entered into four interest rate swap agreements to help mitigate interest rate risk related to the variable-rate Term Loan Facility. On June 29, 2017, the Company removed the interest rate floor component of the interest-rate swaps to align the swaps with the Term Loan Facility terms after the modification of the Term Loan Facility in March 2017 with TLB Amendment No. 1. The agreements expire at various dates through March 2022. At June 30, 2017 , the Company recorded $0.1 million in Other non-current assets, $1.5 million in Accrued expenses and other liabilities and $0.4 million in Other non-current liabilities in the condensed consolidated balance sheet related to these instruments. Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements to mitigate the Predecessor’s interest rate risk related to its variable-rate Predecessor Term Loan Facility. The agreements had varying expiration dates through March 2017. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished and the related interest rate swap agreements were terminated and an early termination payment of $0.3 million was made and recorded in Transaction related costs in the condensed consolidated statements of operations. During the nine months ended June 30, 2017 and 2016 , the Company and the Predecessor did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements. |
Share-based Compensation and Em
Share-based Compensation and Employee Benefit Plans | 9 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation and Employee Benefit Plans | Share-based Compensation and Employee Benefit Plans On June 8, 2016, the Company’s stockholders approved the 2016 LTIP, with an effective date of March 30, 2016, covering approximately a ten -year period. No awards may be granted after March 20, 2026. The 2016 LTIP permits the grant of up to 9,000,000 shares of common stock for various types of awards to employees, directors and consultants of the Company or its subsidiaries, including incentive and non-incentive stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, stock awards, conversion awards and performance awards. Vesting conditions of awards under the 2016 LTIP are determined by the Compensation Committee of the Board of Directors of the Company, including treatment upon the occurrence of a change of control of the Company. Upon a change of control, the Compensation Committee has the discretion to remove forfeiture restrictions, accelerate vesting, require recipients of awards to surrender the awards for cash consideration, cancel unvested awards without payment of consideration, cause any surviving entity to assume and continue any outstanding awards, or make other such adjustments as the Compensation Committee deems appropriate to reflect such change of control. If any change is made to the Company’s capitalization, appropriate adjustments will be made by the Compensation Committee as to the number and price of shares awarded under the 2016 LTIP, the securities covered by such awards, the aggregate number of shares of common stock of the Company available for the issuance of awards under the 2016 LTIP and the maximum annual per person compensation limits on share-based awards under the 2016 LTIP. Other than in connection with a change in capitalization or other transaction where an adjustment is permitted or required under the terms of the 2016 LTIP, the Compensation Committee is prohibited from making any adjustment or approving any amendment that reduces or would have the effect of reducing the exercise price of a stock option or stock appreciation right previously granted under the 2016 LTIP unless the Company’s stockholders have approved such adjustment or amendment. In each calendar year during any part of which the 2016 LTIP is in effect, an employee may not receive awards under the plan in excess of 1,000,000 shares of common stock, or a value of greater than $12.0 million if an award is to be paid in cash or if settlement is not based on shares of common stock, in each case, multiplied by the number of full or partial calendar years in any performance period established with respect to an award, if applicable. A non-employee member of the Board of Directors of the Company may not be granted awards with a cumulative value of greater than $1.0 million during any calendar year for services rendered in their capacity as a director. This limit does not apply to grants made to a non-employee director for other reasons not related to their services as a director. During the nine months ended June 30, 2017 , the Company granted 212,000 PSUs to employees. The performance aspect of the PSUs vests on June 30, 2019, entitling the recipient to receive a certain number of shares of the Company’s common stock, based on the Company’s achievement of the performance goals included in the PSUs. Depending on the performance of the Company’s common stock during the approximate three -year performance period, a recipient of the award is entitled to receive a number of common shares equal to a percentage, ranging from 0% to 200% , of the initial award granted, with a 35% total shareholder return entitling the recipient to receive 100% of the award granted. As a result, the Company may issue up to 424,000 shares of the Company’s common stock related to these awards. If the Company’s total shareholder return for the performance period is negative, then the number of units ultimately awarded is based on the Company’s achievement of its cumulative Adjusted EBITDA target, as defined by the PSU agreement, during the performance period. If total shareholder return is between negative 15% and 0% , a recipient is entitled to receive a number of shares of stock between 50% and 70% of the number of PSUs granted. If the cumulative Adjusted EBTIDA target is not met, or the total shareholder return is less than negative 15% , no shares of the Company’s common stock will be issued. The Company used the Monte Carlo simulation model to estimate the fair value of the PSU awards at the grant date, considering the probability of satisfying the various performance criteria. The resulting grant date fair value is recognized as expense on a straight-line basis from the grant date through the end of the performance period. The assumptions used in the Monte Carlo simulation model for PSUs included an expected stock price volatility of 40% based on a peer group of similar companies, an expected dividend yield of 0% , an expected term of between two and three years, and a risk-free interest rate of between 0.93% and 1.3% . The following table summarizes PSU award activity during the nine months ended June 30, 2017 : PSUs Average Grant Date Fair Value Per Unit Unvested PSUs at September 30, 2016 1,542,500 $ 9.12 Grants 212,000 7.66 Vested — — Forfeited/Canceled (187,500 ) 9.05 Unvested PSUs at June 30, 2017 1,567,000 $ 8.93 The PSU awards are accounted for as equity instruments, and the Company recognized compensation expense of $1.3 million and $3.5 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations for the three and nine months ended June 30, 2017 , respectively, and $0.3 million of compensation expense during the three and nine months ended June 30, 2016 , related to the PSUs. As of June 30, 2017 , the outstanding PSUs had a weighted-average remaining contract life of 2.0 years. As of June 30, 2017 , there was $8.6 million of total unrecognized compensation expense related to non-vested PSUs. During the fiscal year ended September 30, 2016 , the Company also granted 64,518 shares of restricted stock to certain of the Company's non-employee directors under the 2016 LTIP. The restricted stock will vest on the anniversary of the grant date provided the director continues his services as a director of the Company. The fair value of the restricted stock was determined by the closing price of the Company's common stock on the date of grant. The following table summarizes restricted stock activity during the nine months ended June 30, 2017 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2016 64,518 $ 9.27 Grants 5,434 9.02 Vested — — Forfeited/Canceled (10,753 ) 9.27 Restricted stock at June 30, 2017 59,199 $ 9.25 The restricted stock awards are accounted for as equity instruments, and the Company recognized compensation expense of $0.1 million and $0.4 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and nine months ended June 30, 2017 , respectively, related to the restricted stock. As of June 30, 2017 , there was less than $0.1 million of total unrecognized compensation expense related to restricted stock, and a weighted average remaining life of 0.1 years. During the fiscal year ended September 30, 2016 , the TPG Restricted Stock Grants were awarded with respect to 100,000 shares of Company common stock owned by TPG. These awards vest in equal amounts over a three -year period provided that the recipients of such grants continue their employment with the Company. During the three months ended June 30, 2017 , 33,333 shares of these awards vested and 9,576 shares were transferred to the Company (reflected as treasury stock) to satisfy the officers’ and employees’ tax withholding obligations in connection with the vesting. The Company recognized compensation cost of $0.1 million and $0.3 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and nine months ended June 30, 2017 , respectively, related to these awards. As of June 30, 2017 , there was $0.6 million of total unrecognized compensation cost related to these awards, and a weighted average remaining life of 1.9 years. While these awards were not made pursuant to the 2016 LTIP, they constitute equity-based compensation and therefore will count against the 2016 LTIP's share reserve to the extent the awards vest. During the nine months ended June 30, 2017 , the Company granted certain employees a total of 28,000 RSUs that vest equally over a three -year period on the anniversary of the grant date provided the employee remains employed by the Company. Upon vesting, the recipients will receive a share of common stock in the Company for each RSU awarded. The fair value of these RSUs was determined based on the closing price of the Company’s stock on the grant date. The following table summarizes RSU award activity during the nine months ended June 30, 2017 : RSUs Average Grant Date Fair Value Per Unit Unvested RSUs at September 30, 2016 — $ — Grants 28,000 7.28 Vested — — Forfeited/Canceled (3,500 ) 7.28 Unvested RSUs at June 30, 2017 24,500 $ 7.28 The RSUs are accounted for as equity instruments, and the Company recognized compensation cost of less than $0.1 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and nine months ended June 30, 2017 related to the RSUs. As of June 30, 2017 , there was $0.1 million of total unrecognized compensation cost related to the RSUs, and a weighted average remaining life of 2.4 years. The Company also awarded 10,500 phantom RSUs and 10,000 phantom PSUs to certain non-U.S. employees. The phantom RSUs vest equally over a three -year period on the anniversary of the grant date while the phantom PSUs vest under the same conditions as the PSU awards described above. During the three months ended June 30, 2017 , the phantom PSUs were forfeited. Upon vesting and provided the employee remains employed by the Company at that time, the awards will be settled in cash. In accordance with ASC 718, these specific phantom RSU and phantom PSU awards are accounted for as a liability, with the awards re-measured at the end of each reporting period based on the closing price of the Company’s common stock or using a Monte Carlo simulation model, as applicable. Compensation expense is recognized ratably on a straight-line basis over the requisite service period. An immaterial amount of compensation expense was recognized during the three and nine months ended June 30, 2017 related to these awards. As of June 30, 2017 , there were 7,238,801 shares of the Company’s common stock available for issuance under the 2016 LTIP. Defined Contribution Plans Qualifying employees of the Company are eligible to participate in the Solutions 401(k) Plan. The 401(k) Plan is a defined contribution plan designed to allow employees to make tax deferred contributions as well as company contributions, designed to assist employees of the Company and its affiliates in providing for their retirement. The Company matches 100% of employee contributions up to 4.0% . The Company makes an additional contribution to the 401(k) Plan of 1.5% , 3.0% , or 4.5% , based upon years of service of one to ten years, eleven to twenty years and twenty-one years or more, respectively. A version of the 401(k) Plan is also available for qualifying employees of the Company in its foreign subsidiaries. The following summarizes contributions to the plans described above: Successor Predecessor Three Months Ended June 30, 2017 Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Contributions recorded as a component of cost of sales and operating expenses $ 1.0 $ 3.0 $ 0.2 $ 0.2 $ 0.8 $ 2.7 Contributions recorded as a component of selling, general and administrative expenses 1.6 4.8 0.4 0.4 1.5 4.8 Total contributions $ 2.6 $ 7.8 $ 0.6 $ 0.6 $ 2.3 $ 7.5 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. Predecessor Equity Plan The Predecessor previously issued unregistered Series B units in Holdings to directors and certain officers and employees. The units issued were initially unvested, and with respect to units issued to certain officers and employees, 50% of the Series B units would vest 20% annually over a five -year period (“Time-Based Units”) and 50% of the Series B units would vest in accordance with a performance-based schedule that was divided into five separate and equal twelve month periods (“Performance-Based Units”). The Board of Directors of the Predecessor established EBITDA-based performance targets for purposes of determining vesting of the Performance-Based Units. Further, all Performance-Based Units would automatically vest upon a liquidity event, provided the award holder remained employed through the date of the liquidity event. Immediately prior to and in connection with the closing of the Business Combination, certain Series B units vested, including 368,136 units granted to Directors, and as a result, the Predecessor recognized $2.0 million of expense related to Performance-Based Units during the period from April 1, 2016 to June 8, 2016, which is included in Transaction related costs in the condensed consolidated statement of operations. The Predecessor recognized an additional $0.1 million and $0.7 million of compensation expense as a component of Selling, general and administrative expenses in the condensed consolidated statements of operations related to the Time-Based Units during the period from April 1, 2016 through June 8, 2016 and from October 1, 2015 through June 8, 2016, respectively. All vested and unvested Series B units in existence as of the closing of the Business Combination were exchanged for equity interests of New Holdco, which received a portion of the consideration paid to the Selling Equityholders in the Company Merger in exchange for such Series B Units. |
Equity
Equity | 9 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | Equity Common Stock The authorized common stock of the Company consists of 300,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2017 , there were 89,281,617 shares of common stock issued and 89,272,041 shares of common stock outstanding, which includes the 12,476,250 Founder Shares. Founder Shares As of June 30, 2017 there were 12,476,250 Founder Shares. These Founder Shares are subject to forfeiture on the tenth anniversary of the Closing Date unless: • with respect to 50% of such Founder Shares, the last sale price of the Company’s common stock as quoted on NASDAQ equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; and • with respect to the remaining 50% of such Founder Shares, the last sale price of the Company’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; or • the post-combination company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the post-combination company is the surviving entity which results in a change in the majority of the Company’s board of directors or management team or the Company’s post-combination stockholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction. The Founder Shares will not participate in dividends or other distributions with respect to the shares prior to these targets being met, whereupon the Founder Shares shall be entitled to all dividends and distributions paid on the common stock after the Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date. Warrants As of June 30, 2017 there were 50,025,000 warrants outstanding to purchase 25,012,500 shares of common stock at an exercise price of $11.50 per share. Preferred Stock The authorized preferred stock of the Company consists of 1,000,000 shares. As of June 30, 2017 , there were no shares of preferred stock issued and outstanding. Treasury Stock During the three months ended June 30, 2017 , in connection with the vesting of one third of the TPG Restricted Stock Grants, 9,576 shares of common stock with an aggregate fair market value of $0.1 million were transferred to the Company to satisfy the officers’ and employees’ tax withholding obligations in connection with the vesting. Following the transfer, these shares were not canceled and are therefore classified as treasury stock. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. No such computation is necessary for the Predecessor period as the Predecessor was organized as a limited liability company and did not have publicly traded common shares. Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* Basic: Net income (loss) $ 10.2 $ 0.8 $ (15.5 ) $ (17.1 ) Weighted average number of common shares outstanding during the period 76,743,853 76,745,396 34,072,056 21,241,897 Net income (loss) per common share - basic $ 0.13 $ 0.01 $ (0.45 ) $ (0.81 ) Diluted: Net income (loss) $ 10.2 $ 0.8 $ (15.5 ) $ (17.1 ) Denominator for diluted earnings per share: Weighted average number of common shares outstanding during the period 76,743,853 76,745,396 34,072,056 21,241,897 Incremental common shares attributable to outstanding unvested restricted stock and unvested restricted stock units 85,015 84,900 — — Denominator for diluted earnings per common share 76,828,868 76,830,296 34,072,056 21,241,897 Net income (loss) per common share - diluted $ 0.13 $ 0.01 $ (0.45 ) $ (0.81 ) *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. For the three and nine months ended June 30, 2017 and 2016 , there were 12,476,250 Founder Shares excluded from the basic and diluted computations because such shares were subject to forfeiture and 1,567,000 and 1,547,500 PSU awards, respectively, which were not included in the computation of diluted shares outstanding because performance targets and/or market conditions were not yet met for these awards. Diluted shares outstanding also did not include 25,012,500 shares of common stock issuable on the exercise of 50,025,000 warrants because the warrants were out-of-the-money for the three and nine months ended June 30, 2017 and 2016 . As of the three and nine months ended June 30, 2017 , the 59,199 shares of unvested restricted stock awards issued to directors and 24,500 shares of restricted stock units awarded to employees were included in the diluted share calculation. There were no restricted stock units or restricted stock awards as of the three or nine months ended June 30, 2016. |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 9 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | Commitments, Contingencies and Litigation Operating Leases The Company is a lessee of office buildings, transportation equipment, warehouses and storage facilities, other equipment, facilities and properties under operating lease agreements that expire at various dates. Rent expense (including rentals under short-term leases) was $6.1 million and $19.2 million for the three and nine months ended June 30, 2017 , respectively, and $0.6 million for the three and nine months ended June 30, 2016 for the Successor, and $4.9 million and $17.1 million for the three and nine months ended June 30, 2016 , respectively, for the Predecessor. Future minimum non-cancellable rental payments as of June 30, 2017 are as follows: 2018 $ 15.3 2019 12.6 2020 8.4 2021 6.2 2022 5.2 Thereafter 4.2 Total $ 51.9 Capital Leases The Company leases certain equipment and facilities under capital lease agreements. As of June 30, 2017 future minimum lease payments under capital leases were as follows: 2018 $ 7.7 2019 7.5 2020 7.5 2021 7.0 2022 7.1 Thereafter 37.3 Total minimum capital lease payments 74.1 Less amount representing executory costs (18.3 ) Less amount representing interest (18.5 ) Present value of net minimum capital lease payments $ 37.3 Environmental Remediation Due to the nature of its business, the Company is subject to various laws and regulations pertaining to the environment and to the sale, handling, transportation and disposal of chemicals and hazardous materials. These laws pertain to, among other things, air and water, the management of solid and hazardous wastes, transportation and human health and safety. On March 31, 2011, the Predecessor purchased certain assets of the global distribution business (the "Distribution Business") from Ashland (the "Ashland Distribution Acquisition"), evidenced by the ADA Purchase Agreement. In the ADA Purchase Agreement, Ashland agreed to retain all known environmental remediation liabilities ("the Retained Specified Remediation Liabilities") and other environmental remediation liabilities unknown at the closing of the Ashland Distribution Acquisition related to the Distribution Business for which Ashland received notice prior to the fifth anniversary of the closing (the "Other Retained Remediation Liabilities") (collectively, the "Retained Remediation Liabilities"). Ashland’s liability for the Retained Remediation Liabilities is not subject to any claim thresholds or deductibles other than expenses the Predecessor incurs arising out of the Other Retained Remediation Liabilities. Had the Predecessor incurred expenses arising out of the Other Retained Remediation Liabilities, Ashland’s indemnification obligation would have been subject to an individual claim threshold of $0.2 million and an aggregate claim deductible of $5.0 million . Ashland’s indemnification obligations under the ADA Purchase Agreement as described above terminated as of March 31, 2016, other than for the Retained Remediation Liabilities. As a result, any environmental remediation liabilities reported to the Company after March 31, 2016 and not arising out of a Retained Remediation Liability will be liabilities of the Company. In addition, the Company is obligated to indemnify Ashland for any remediation liabilities, other than the Retained Remediation Liabilities, received by Ashland after March 31, 2016. In July 2014, Ashland filed a lawsuit numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that, pursuant to the ADA Purchase Agreement, Solutions is obligated to indemnify Ashland for losses Ashland incurs pertaining to the Other Retained Remediation Liabilities, up to the amount of the aggregate $5.0 million deductible applicable for expenses incurred by Solutions, whether or not Solutions incurs any expenses or obtains any indemnity from Ashland. Ashland further alleges that Solutions has breached duties related to the ADA Purchase Agreement by not having so indemnified Ashland for amounts Ashland has incurred for Other Retained Remediation Liabilities at sites where Ashland disposed of wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’s fees. On June 21, 2017, the Company’s Motion for Summary Judgment for this lawsuit was granted. Ashland appealed the ruling on July 20, 2017. The Company will continue to vigorously defend the lawsuit on appeal. The Company does not currently have any environmental or remediation reserves for matters covered under the ADA Purchase Agreement. The Company’s reserves will be subject to numerous uncertainties that affect its ability to accurately estimate its costs, or its share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination, the extent of required remediation efforts, the choice of remediation methodology, availability of insurance coverage and, in the case of sites with multiple responsible parties, the number and financial strength of other potentially responsible parties. Other Legal Proceedings The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Other Contingencies In June 2014, the Predecessor self-disclosed to the DTSC that an inventory of its Fairfield facility had revealed potential violations of RCRA and the California Health and Safety Code. Although no formal proceeding has been initiated, the Company expects the DTSC to seek payment of fines or other penalties for non-compliance. The Company does not expect the amount of any such fine or other penalty to have a material adverse effect on its business, financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Contingent Consideration Obligations Pursuant to the TRA and the Merger Agreement Subsequent to the Business Combination, TPG beneficially owns approximately 35% of the Company’s common stock, including Founder Shares, and is considered a related party of the Successor. In connection with the Business Combination, TPG became a party to the TRA and obtained the right to receive the Deferred Cash Consideration pursuant to the Merger Agreement. The fair value of these contingent consideration liabilities was $143.8 million as of June 30, 2017 , of which $139.0 million is recorded in Due to related party pursuant to contingent consideration obligations in Non-current Liabilities and $4.8 million is recorded in Due to related party pursuant to contingent consideration obligations in Current Liabilities on the Company’s condensed consolidated balance sheets. See Note 3 and Note 9. Predecessor - Other Agreements with TPG The Predecessor entered into agreements with TPG, including a management services agreement pursuant to which the Predecessor paid TPG management fees and also consulting fees for services provided. The fees incurred in connection with this agreement were recorded in Selling, general and administrative expenses in the condensed consolidated statements of operations. As a result of the Business Combination on the Closing Date, TPG and the Predecessor terminated the management services agreement and their rights and obligations thereunder. The table below summarizes activity recorded during the respective periods related to the items described above: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Sales to related entities: TPG $ 0.8 $ 2.3 $ 0.3 $ 0.3 $ 1.3 $ 3.1 Entities related to members of the Board of Directors $ 0.1 $ 0.1 $ — $ — $ — $ — Purchases from related entities: Entities related to members of the Board of Directors $ 0.5 $ 1.5 $ — $ — $ — $ — Amounts included in Selling, general and administrative expenses Management fees to TPG $ — $ — $ — $ — $ 0.5 $ 2.1 Consulting fees to TPG $ — $ — $ — $ — $ 0.2 $ 0.4 Amounts included in Transaction related costs Fee paid in connection with the Business Combination $ — $ — $ — $ — $ 9.9 $ 9.9 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. There were no purchases from TPG related entities in the Successor or Predecessor periods. TPG related entities owed the Company $0.4 million at June 30, 2017 and $0.6 million at September 30, 2016 which were included in Accounts and notes receivable in the Company’s condensed consolidated balance sheets. The Company owed $0.1 million at June 30, 2017 to entities related to members of the Board of Directors which was included in Accounts payable in the Company’s condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For all periods, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method. Use of the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense. Income tax expense for the three months ended June 30, 2017 was $5.9 million on pre-tax income of $16.1 million for the Successor compared to the income tax benefit of $1.3 million on pre-tax loss of $16.8 million for the three months ended June 30, 2016 for the Successor and income tax expense of $1.1 million on pre-tax loss of $19.1 million for the period from April 1, 2016 through June 8, 2016 for the Predecessor. The current period tax expense was largely attributable to deferred taxes on profitable U.S. operations. The prior period tax expense was largely attributed to foreign income tax expense on profitable foreign operations. Income tax expense for the nine months ended June 30, 2017 was $4.0 million on pre-tax income of $4.8 million for the Successor compared to the income tax benefit of $1.3 million on pre-tax loss of $18.4 million for the nine months ended June 30, 2016 for the Successor and income tax expense of $4.2 million on pre-tax loss of $9.7 million for the period from October 1, 2015 through June 8, 2016 for the Predecessor. The current period tax expense was largely attributed to foreign income tax expense on profitable foreign operations . The prior period tax expense was largely attributed to foreign income tax expense on profitable foreign operations. At June 30, 2017 and September 30, 2016 , the valuation allowance was $3.2 million and $2.8 million , respectively, primarily relating to Nexeo Plaschem operations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon management’s expectations at June 30, 2017 , management believes it is more likely than not that it will realize the majority of its deferred tax assets. Uncertain Tax Positions During the third quarter of fiscal year 2017, the Company recorded approximately $1.3 million for certain income tax-related uncertainties assumed in connection with the Ultra Chem Acquisition as the Company determined that the recognition threshold was met. The Company’s assessment of the value of these obligations is preliminary and will be completed within twelve months of the Ultra Chem Closing Date. The ultimate outcome of these uncertainties may be covered by indemnification provisions under the Ultra Chem Stock Purchase Agreement. However, the Company’s evaluation of these indemnification provisions is ongoing and it has not recognized indemnification assets in connection with the recognition of these income tax-related uncertainties. The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of Income tax expense in the condensed consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during all periods. As of June 30, 2017 and September 30, 2016 , the Company had $1.9 million and $1.2 million , respectively, related to uncertain tax positions, including related accrued interest and penalties. This net increase was related to the addition of the Ultra Chem income tax uncertainties and offset by the release of uncertain tax provisions from the prior year and lapses in statutory tax periods. |
Segment and Geographic Data
Segment and Geographic Data | 9 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Data | Segment and Geographic Data The Company operates through three lines of business, or operating segments: Chemicals, Plastics and Environmental Services, which market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. For segment presentation and disclosure purposes, the Chemicals and Plastics lines of business constitute separate reportable segments while the Environmental Services line of business, which does not meet the materiality threshold for separate disclosure and the historical composites products sales in Asia are combined in an "Other" segment. Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions. Across the Chemicals and Plastics lines of business there are numerous industry segments, end markets and sub markets that the Company may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability and the Company’s strategic agenda. The Chemicals, Plastics and Environmental Services lines of business compete with national, regional and local companies throughout North America. Additionally, the Chemicals and Plastics lines of business compete with other distribution companies in Asia. The Plastics line of business also competes with other distribution companies in EMEA. Competition within each line of business is based primarily on the diversity of the product portfolio, service offerings, reliability of services and supply, technical support, price and delivery capabilities. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level. The Chemicals and Plastics lines of business are distribution businesses, while the Environmental Services line of business provides hazardous and non-hazardous waste collection, recovery, recycling and arrangement for disposal services. A brief description of each segment follows: Chemicals . The Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users via railcars, barges, bulk tanker trucks and as packaged goods in trucks. The Company’s chemical products are distributed in more than 50 countries worldwide, primarily in North America and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While the Chemicals line of business serves multiple end markets, key end markets within the industrial space are household, industrial and institutional, performance coatings (including architectural coatings, adhesives, sealants and elastomers), lubricants, oil and gas and personal care. Plastics . The Plastics line of business distributes a broad product line consisting of commodity polymer products and prime engineering resins to plastics processors engaged in blow molding, extrusion, injection molding and rotation molding via railcars, bulk trucks, truckload boxes and less-than-truckload quantities. The Company's plastics products are distributed in more than 50 countries worldwide, primarily in North America, EMEA and Asia. The Plastics line of business serves a broad cross section of industrial segments with a current focus on the healthcare and automotive end markets. Other . The Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive on-site and off-site hazardous and non-hazardous waste collection, recovery and arrangement for disposal services or recycling in North America, primarily in the U.S. These environmental services are offered through the Company’s network of distribution facilities which are used as transfer facilities or through a staff of dedicated on-site waste professionals. The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews operating results in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the focus on line of business performance, certain expenses are excluded from the line of business results utilized by the Company’s Chief Operating Decision Maker in evaluating line of business performance. These expenses include certain depreciation and amortization, selling, general and administrative expense, corporate items such as transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income. No single customer accounted for more than 10% of revenues for any line of business for each of the periods reported. Intersegment revenues were insignificant. Certain assets are aggregated at the line of business level. The assets attributable to the Company’s lines of business, that are reviewed by the Chief Operating Decision Maker, consist of trade accounts receivable, inventories, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company’s inventory of packaging materials and containers as well as property, plant and equipment are generally not allocated to a line of business and are included in unallocated assets. Summarized financial information relating to the Company’s lines of business is as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Sales and operating revenues Chemicals $ 443.9 $ 1,211.3 $ 94.2 $ 94.2 $ 298.7 $ 1,066.4 Plastics 466.2 1,350.4 109.9 109.9 329.8 1,192.2 Other 32.6 93.5 10.2 10.2 21.7 81.5 Total sales and operating revenues $ 942.7 $ 2,655.2 $ 214.3 $ 214.3 $ 650.2 $ 2,340.1 Gross profit Chemicals $ 54.3 $ 147.6 $ 9.6 $ 9.6 $ 38.8 $ 136.2 Plastics 43.1 124.9 6.7 6.7 32.2 117.6 Other 5.3 16.8 2.5 2.5 4.4 18.1 Total gross profit $ 102.7 $ 289.3 $ 18.8 $ 18.8 $ 75.4 $ 271.9 Selling, general & administrative expenses 79.4 233.9 19.1 19.2 57.5 208.9 Transaction related costs 0.2 1.3 15.9 18.0 26.1 33.4 Change in fair value related to contingent consideration obligations (0.8 ) 19.8 (2.3 ) (2.3 ) — — Operating income (loss) 23.9 34.3 (13.9 ) (16.1 ) (8.2 ) 29.6 Other income 5.7 8.3 — — 0.3 2.9 Interest income (expense) Interest income — 0.2 0.3 0.9 — 0.1 Interest expense (13.5 ) (38.0 ) (3.2 ) (3.2 ) (11.2 ) (42.3 ) Income (loss) before income taxes $ 16.1 $ 4.8 $ (16.8 ) $ (18.4 ) $ (19.1 ) $ (9.7 ) *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. June 30, 2017 September 30, 2016 IDENTIFIABLE ASSETS Chemicals $ 775.0 $ 656.8 Plastics 780.5 708.7 Other 85.0 85.0 Total identifiable assets by reportable segment 1,640.5 1,450.5 Unallocated assets 596.4 628.4 Total assets $ 2,236.9 $ 2,078.9 Goodwill amounts by reportable segment at June 30, 2017 are based on an allocation of the purchase consideration of the Business Combination as of the Closing Date and the preliminary allocation of the purchase consideration of the Ultra Chem Acquisition as of the Ultra Chem Closing Date. Accordingly, the amounts allocated to goodwill from the Ultra Chem Acquisition are subject to adjustments that could have a material impact on total goodwill and goodwill by reportable segment. See Note 3. Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 U.S. $ 699.1 $ 1,970.7 $ 161.7 $ 161.7 $ 498.2 $ 1,779.4 Canada 43.3 126.9 9.1 9.1 27.5 102.4 Other North America 29.7 54.9 3.6 3.6 10.2 35.4 Total North America Operations $ 772.1 $ 2,152.5 $ 174.4 $ 174.4 $ 535.9 $ 1,917.2 EMEA 120.9 342.2 29.3 29.3 78.8 291.9 Asia 49.7 160.5 10.6 10.6 35.5 131.0 Total $ 942.7 $ 2,655.2 $ 214.3 $ 214.3 $ 650.2 $ 2,340.1 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Recent Accounting Pronounceme27
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Nexeo Solutions, Inc. (together with its subsidiaries, the “Company”) is the result of the business combination between WLRH and Holdings. WLRH was incorporated in Delaware on March 24, 2014 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WLRH completed its IPO in June 2014, raising approximately $500.0 million in cash proceeds. WLRH neither engaged in any operations nor generated any revenue prior to the Business Combination. On the Closing Date, WLRH and Holdings and certain other parties consummated the Business Combination, pursuant to the Merger Agreement. In connection with the closing of the Business Combination, WLRH changed its name from “WL Ross Holding Corp.” to “Nexeo Solutions, Inc.” and changed the ticker symbol for its common stock on NASDAQ from “WLRH” to “NXEO”. The Company’s financial statement presentation distinguishes a “Predecessor” for the periods prior to the Closing Date and a “Successor” for the periods after the Closing Date. In the Business Combination, Holdings was identified as the acquiree and Predecessor and WLRH, subsequently renamed “Nexeo Solutions, Inc.”, was identified as the acquirer and Successor. The Successor periods in the condensed consolidated financial statements as of June 30, 2016 and for the three and nine months ended June 30, 2016 include 22 days (June 9, 2016 through June 30, 2016) of the combined operating results, as well as the full three and nine months ended June 30, 2016 of WLRH’s operating results, which reflect its financial activity including transaction costs and equity structure changes in preparation of the consummation of the Business Combination. As a result of the application of the acquisition method of accounting as of the Closing Date, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not comparable. See Note 3 for further discussion of the Business Combination. The Predecessor periods in the condensed consolidated financial statements represent the operating results of Holdings and its subsidiaries prior to the Business Combination. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included. Results of operations for the three and nine months ended June 30, 2017 are not necessarily indicative of results to be expected for the fiscal year ending September 30, 2017 . Quarterly financial data should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended September 30, 2016 included in the Company's Annual Report on Form 10-K filed with the SEC on December 8, 2016. The consolidated financial data as of September 30, 2016 presented in these unaudited condensed consolidated financial statements were derived from the Company’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP. |
Recent Accounting Pronouncements Adopted and New Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted this standard during the three months ended December 31, 2016 and the adoption did not have a material impact on the Company’s financial position or results of operations for the periods presented. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business. The amendments in this ASU specify for an acquisition to be considered a business, it must include an input and a substantive process that together significantly contribute to the ability to create outputs. The amendments also further define outputs, and specify that an acquisition where the fair value of gross assets acquired is concentrated in a single asset or group of similar assets would not constitute a business. The Company adopted this standard during the three months ended December 31, 2016 on a prospective basis and applied the amendments to the asset acquisition that occurred during the three months ended December 31, 2016. See Note 3. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU removed step two of the goodwill impairment test and specified that an entity will recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value. The Company adopted this guidance during the three months ended March 31, 2017 as part of its annual impairment test and the adoption did not have a material impact on the Company’s financial position or results of operations for the periods presented. New Accounting Pronouncements Not Yet Adopted In August 2014, the FASB issued ASU 2014–15, Presentation of Financial Statements — Going Concern (Subtopic 205 – 40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The Company will adopt this standard as of September 30, 2017, and it is not expected to have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. The Company continues the evaluation of the potential effects on its financial position or results of operations of the accounting pronouncements disclosed in its consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on December 8, 2016, including ASU 2014-09, Revenue from Contracts with Customers, and ASU 2016-02, Leases. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s allocation of the purchase consideration to assets acquired and liabilities assumed at the Closing Date: Purchase Consideration Allocation Accounts receivable $ 470.0 Inventory 327.9 Other current assets 26.0 Property, plant and equipment 328.2 Customer-related intangible 201.0 Trade name 21.0 Below-market leases 0.7 Other non-current assets 3.2 Deferred tax assets 1.2 Goodwill 673.4 Total assets acquired 2,052.6 Short-term borrowings and current portion of capital leases 40.6 Accounts payable 335.9 Other current liabilities 52.8 Long-term portion of capital leases 23.0 Long-term debt 767.3 Deferred tax liability 24.8 Other non-current liabilities 5.5 Total liabilities assumed 1,249.9 Net assets acquired $ 802.7 The following table summarizes the Company’s preliminary allocation of the preliminary purchase consideration to assets acquired and liabilities assumed at the Ultra Chem Closing Date: Preliminary Purchase Consideration Allocation Accounts receivable $ 14.4 Inventory 10.5 Other current assets 2.0 Property and equipment 0.4 Customer-related intangible 22.0 Trade name 0.3 Non-compete agreements 3.7 Other non-current assets 0.4 Goodwill 22.5 Total assets acquired 76.2 Short-term borrowings 0.9 Accounts payable 13.0 Other current liabilities 4.1 Other non-current liabilities 1.4 Total liabilities assumed 19.4 Net assets acquired $ 56.8 |
Schedule of Estimated Purchase Consideration | The purchase consideration for the Business Combination was as follows: Cash $ 424.9 Less: cash acquired (64.3 ) Equity 276.7 Founder Shares transferred to Selling Equityholders 30.2 Contingent consideration - Fair value of Deferred Cash Consideration 45.4 Contingent consideration - Fair value of TRA (1) 89.8 Total purchase consideration (2) $ 802.7 (1) During the nine months ended June 30, 2017, the Company recorded adjustments of $5.6 million . See below. (2) In addition to the total purchase consideration above, the Company assumed the outstanding indebtedness of the Predecessor, including related accrued interest through the Closing Date, totaling $774.3 million . The proceeds of the Credit Facilities were used to repay such indebtedness and accrued interest immediately following the consummation of the Business Combination. |
Schedule of Consolidated Pro Forma Financial Information | The consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Business Combination been completed on October 1, 2014 or the Ultra Chem Acquisition on October 1, 2015. Three Months Ended June 30, 2017 Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016 Nine Months Ended June 30, 2016 Sales and operating revenues $ 942.6 $ 2,690.4 $ 879.4 $ 2,598.5 Operating income 25.3 39.6 15.6 32.9 Net income from continuing operations 11.2 3.8 5.0 1.5 Net income 11.2 3.8 5.0 1.5 Basic and diluted net income per share 0.15 0.05 0.07 0.02 Pro forma weighted average number of common shares outstanding Basic 76,743,853 76,745,396 76,746,168 76,746,168 Diluted 76,828,868 76,830,296 76,810,686 76,800,051 |
Certain Balance Sheet Informa29
Certain Balance Sheet Information (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Certain Balance Sheet Information [Abstract] | |
Schedule of Cash and Cash Equivalents | These amounts included the following: June 30, 2017 September 30, 2016 Cash held by foreign subsidiaries $ 29.6 $ 41.9 Non-USD denominated currency held by foreign subsidiaries $ 26.5 $ 36.9 Currency denominated in RMB $ 1.2 $ 6.5 |
Summary of Inventories | Inventories at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Finished products $ 358.2 $ 311.7 Supplies 4.6 4.1 Total $ 362.8 $ 315.8 |
Schedule of Other Non-Current Assets | Other non-current assets at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Debt issuance costs of the ABL Facility $ 5.4 $ 6.4 Other 3.5 4.3 Total $ 8.9 $ 10.7 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Land $ 50.8 $ 50.4 Plants and buildings (1) 105.3 89.8 Machinery and equipment (2) 148.1 130.5 Software and computer equipment 59.5 49.0 Construction in progress 6.4 16.5 Total 370.1 336.2 Less accumulated depreciation (3) (48.7 ) (13.6 ) Property, plant and equipment, net $ 321.4 $ 322.6 (1) Includes $13.7 million as of June 30, 2017 related to facilities acquired under capital leases. (2) Includes $25.6 million and $25.2 million , respectively, related to equipment acquired under capital leases. (3) Includes $3.3 million and $1.1 million , respectively, related to facilities and equipment acquired under capital leases. Depreciation expense recognized on the property, plant and equipment described above was as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Depreciation expense $ 12.2 $ 35.5 $ 3.0 $ 3.0 $ 7.5 $ 27.1 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Progression of Goodwill by Reportable Segment | The following is a progression of goodwill by reportable segment: Chemicals Plastics Other Total Balance at September 30, 2016 $ 331.6 $ 271.1 $ 63.0 $ 665.7 Measurement period adjustment 2.7 1.2 0.5 4.4 Ultra Chem Acquisition 22.5 — — 22.5 Foreign currency translation 0.1 1.5 — 1.6 Balance at June 30, 2017 $ 356.9 $ 273.8 $ 63.5 $ 694.2 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets at June 30, 2017 and September 30, 2016 consisted of the following: June 30, 2017 September 30, 2016 Estimated Gross Accumulated Net Gross Accumulated Net Customer-related 5-13 $ 229.5 $ (18.5 ) $ 211.0 $ 200.3 $ (5.2 ) $ 195.1 Supplier-related 10 1.5 (0.1 ) 1.4 — — — Trade name 2-10 22.2 (5.7 ) 16.5 21.0 (1.7 ) 19.3 Below-market leases 1-7 0.7 (0.3 ) 0.4 0.7 (0.1 ) 0.6 Non-compete agreements 3-10 4.0 (0.3 ) 3.7 — — — Total $ 257.9 $ (24.9 ) $ 233.0 $ 222.0 $ (7.0 ) $ 215.0 |
Schedule of Amortization Expense | Amortization expense recognized on the intangible assets described above was as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Amortization expense $ 6.7 $ 18.0 $ 1.3 $ 1.3 $ 2.8 $ 10.6 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Borrowings Outstanding and the Current Portion of Long-Term Debt and Capital Lease Obligations | Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2017 and September 30, 2016 are summarized below: June 30, 2017 September 30, 2016 Short-term borrowings $ 39.4 $ 38.4 Current portion of long-term debt and capital lease obligations 9.3 9.3 Total short-term borrowings and current portion of long-term debt and capital lease obligations, net $ 48.7 $ 47.7 |
Summary of Long-Term Debt Outstanding | Long-term debt outstanding at June 30, 2017 and September 30, 2016 is summarized below: June 30, 2017 September 30, 2016 ABL Facility $ 199.7 $ 117.7 Term Loan Facility 648.5 653.4 Capital lease obligations (1) 36.5 24.8 Total long-term debt 884.7 795.9 Less: unamortized debt discount (2) (2.8 ) (3.2 ) Less: debt issuance costs (3) (17.3 ) (17.8 ) Less: current portion of long-term debt and capital lease obligations (9.3 ) (9.3 ) Long-term debt and capital lease obligations, less current portion, net $ 855.3 $ 765.6 (1) Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See “Capital Lease Obligations” below. (2) The unamortized debt discount is related to the Term Loan Facility and amortized to interest expense over the life of the instrument using the effective interest rate method. (3) See discussion below under Term Loan Facility and Debt Issuance Cost Amortization. |
Short-Term Borrowings Associated with Operations in China | The Company’s short-term borrowings are associated with the Company’s operations in China and are summarized below: Facility Limit Outstanding Borrowings Balance Weighted Average Interest Rate on Borrowings Outstanding LOC and Bankers’ Acceptance Bills Remaining Availability June 30, 2017 Bank of America - China (1) $ 24.3 $ 24.0 4.3 % $ — $ 0.3 Bank of Communications - China (2) 22.1 15.4 5.3 % 3.2 3.5 Total $ 46.4 $ 39.4 $ 3.2 $ 3.8 September 30, 2016 Bank of America - China (1) $ 28.4 $ 27.3 4.0 % $ — $ 1.1 Bank of Communications - China (2) 22.5 11.1 5.2 % 10.5 0.9 Total $ 50.9 $ 38.4 $ 10.5 $ 2.0 (1) The borrowing limit of this facility is denominated in USD. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 110% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. (2) The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Assets and Liabilities | Derivative assets and liabilities at June 30, 2017 and September 30, 2016 consisted of the following: Recorded to June 30, 2017 September 30, 2016 Long-term derivative asset Other non-current assets $ 0.1 $ — Short-term derivative liability Accrued expenses and other liabilities $ 1.5 $ — Long-term derivative liability Other non-current liabilities $ 0.4 $ — Other Comprehensive Income/Loss Accumulated other comprehensive loss $ 0.4 $ — |
Summary of Gains and Losses (Net of Reclassifications Into Income) | Gains and losses (net of reclassifications into income, including any ineffective portion) related to the interest rate swaps of the Company and the Predecessor were as follows: Successor Predecessor Recorded to Three Months Ended Nine Months Ended June 30, 2017 April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Realized loss Interest expense $ 1.2 $ 1.5 $ 0.1 $ 0.3 Unrealized gain (loss), net of tax Other comprehensive income(loss) $ (0.7 ) $ (0.4 ) $ 0.1 $ 0.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Contingent Consideration | Changes in the fair value of the contingent consideration obligations for the nine months ended June 30, 2017 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2016 $ 83.4 $ 35.0 $ 118.4 Measurement period adjustment 5.6 — 5.6 Change in fair value of contingent consideration (1) 14.4 5.4 19.8 Contingent consideration as of June 30, 2017 $ 103.4 $ 40.4 $ 143.8 (1) Included in Operating income (loss) in the condensed consolidated statements of operations. |
Share-based Compensation and 35
Share-based Compensation and Employee Benefit Plans (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Non-Vested Equity Plan Units | The following table summarizes restricted stock activity during the nine months ended June 30, 2017 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2016 64,518 $ 9.27 Grants 5,434 9.02 Vested — — Forfeited/Canceled (10,753 ) 9.27 Restricted stock at June 30, 2017 59,199 $ 9.25 |
Schedule of Plan Contributions | The following summarizes contributions to the plans described above: Successor Predecessor Three Months Ended June 30, 2017 Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Contributions recorded as a component of cost of sales and operating expenses $ 1.0 $ 3.0 $ 0.2 $ 0.2 $ 0.8 $ 2.7 Contributions recorded as a component of selling, general and administrative expenses 1.6 4.8 0.4 0.4 1.5 4.8 Total contributions $ 2.6 $ 7.8 $ 0.6 $ 0.6 $ 2.3 $ 7.5 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Activity | The following table summarizes PSU award activity during the nine months ended June 30, 2017 : PSUs Average Grant Date Fair Value Per Unit Unvested PSUs at September 30, 2016 1,542,500 $ 9.12 Grants 212,000 7.66 Vested — — Forfeited/Canceled (187,500 ) 9.05 Unvested PSUs at June 30, 2017 1,567,000 $ 8.93 |
RSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Activity | The following table summarizes RSU award activity during the nine months ended June 30, 2017 : RSUs Average Grant Date Fair Value Per Unit Unvested RSUs at September 30, 2016 — $ — Grants 28,000 7.28 Vested — — Forfeited/Canceled (3,500 ) 7.28 Unvested RSUs at June 30, 2017 24,500 $ 7.28 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. No such computation is necessary for the Predecessor period as the Predecessor was organized as a limited liability company and did not have publicly traded common shares. Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* Basic: Net income (loss) $ 10.2 $ 0.8 $ (15.5 ) $ (17.1 ) Weighted average number of common shares outstanding during the period 76,743,853 76,745,396 34,072,056 21,241,897 Net income (loss) per common share - basic $ 0.13 $ 0.01 $ (0.45 ) $ (0.81 ) Diluted: Net income (loss) $ 10.2 $ 0.8 $ (15.5 ) $ (17.1 ) Denominator for diluted earnings per share: Weighted average number of common shares outstanding during the period 76,743,853 76,745,396 34,072,056 21,241,897 Incremental common shares attributable to outstanding unvested restricted stock and unvested restricted stock units 85,015 84,900 — — Denominator for diluted earnings per common share 76,828,868 76,830,296 34,072,056 21,241,897 Net income (loss) per common share - diluted $ 0.13 $ 0.01 $ (0.45 ) $ (0.81 ) *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Commitments, Contingencies an37
Commitments, Contingencies and Litigation (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancellable Rental Payments | Future minimum non-cancellable rental payments as of June 30, 2017 are as follows: 2018 $ 15.3 2019 12.6 2020 8.4 2021 6.2 2022 5.2 Thereafter 4.2 Total $ 51.9 |
Schedule of Future Minimum Capital Lease Payments | As of June 30, 2017 future minimum lease payments under capital leases were as follows: 2018 $ 7.7 2019 7.5 2020 7.5 2021 7.0 2022 7.1 Thereafter 37.3 Total minimum capital lease payments 74.1 Less amount representing executory costs (18.3 ) Less amount representing interest (18.5 ) Present value of net minimum capital lease payments $ 37.3 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Activity | The table below summarizes activity recorded during the respective periods related to the items described above: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1, 2016 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Sales to related entities: TPG $ 0.8 $ 2.3 $ 0.3 $ 0.3 $ 1.3 $ 3.1 Entities related to members of the Board of Directors $ 0.1 $ 0.1 $ — $ — $ — $ — Purchases from related entities: Entities related to members of the Board of Directors $ 0.5 $ 1.5 $ — $ — $ — $ — Amounts included in Selling, general and administrative expenses Management fees to TPG $ — $ — $ — $ — $ 0.5 $ 2.1 Consulting fees to TPG $ — $ — $ — $ — $ 0.2 $ 0.4 Amounts included in Transaction related costs Fee paid in connection with the Business Combination $ — $ — $ — $ — $ 9.9 $ 9.9 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 9 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information | Summarized financial information relating to the Company’s lines of business is as follows: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 Sales and operating revenues Chemicals $ 443.9 $ 1,211.3 $ 94.2 $ 94.2 $ 298.7 $ 1,066.4 Plastics 466.2 1,350.4 109.9 109.9 329.8 1,192.2 Other 32.6 93.5 10.2 10.2 21.7 81.5 Total sales and operating revenues $ 942.7 $ 2,655.2 $ 214.3 $ 214.3 $ 650.2 $ 2,340.1 Gross profit Chemicals $ 54.3 $ 147.6 $ 9.6 $ 9.6 $ 38.8 $ 136.2 Plastics 43.1 124.9 6.7 6.7 32.2 117.6 Other 5.3 16.8 2.5 2.5 4.4 18.1 Total gross profit $ 102.7 $ 289.3 $ 18.8 $ 18.8 $ 75.4 $ 271.9 Selling, general & administrative expenses 79.4 233.9 19.1 19.2 57.5 208.9 Transaction related costs 0.2 1.3 15.9 18.0 26.1 33.4 Change in fair value related to contingent consideration obligations (0.8 ) 19.8 (2.3 ) (2.3 ) — — Operating income (loss) 23.9 34.3 (13.9 ) (16.1 ) (8.2 ) 29.6 Other income 5.7 8.3 — — 0.3 2.9 Interest income (expense) Interest income — 0.2 0.3 0.9 — 0.1 Interest expense (13.5 ) (38.0 ) (3.2 ) (3.2 ) (11.2 ) (42.3 ) Income (loss) before income taxes $ 16.1 $ 4.8 $ (16.8 ) $ (18.4 ) $ (19.1 ) $ (9.7 ) *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. June 30, 2017 September 30, 2016 IDENTIFIABLE ASSETS Chemicals $ 775.0 $ 656.8 Plastics 780.5 708.7 Other 85.0 85.0 Total identifiable assets by reportable segment 1,640.5 1,450.5 Unallocated assets 596.4 628.4 Total assets $ 2,236.9 $ 2,078.9 |
Schedule of Revenues by Geographic Location | Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Successor Predecessor Three Months Ended Nine Months Ended June 30, 2017 Three Months Ended June 30, 2016* Nine Months Ended June 30, 2016* April 1 Through June 8, 2016 October 1, 2015 Through June 8, 2016 U.S. $ 699.1 $ 1,970.7 $ 161.7 $ 161.7 $ 498.2 $ 1,779.4 Canada 43.3 126.9 9.1 9.1 27.5 102.4 Other North America 29.7 54.9 3.6 3.6 10.2 35.4 Total North America Operations $ 772.1 $ 2,152.5 $ 174.4 $ 174.4 $ 535.9 $ 1,917.2 EMEA 120.9 342.2 29.3 29.3 78.8 291.9 Asia 49.7 160.5 10.6 10.6 35.5 131.0 Total $ 942.7 $ 2,655.2 $ 214.3 $ 214.3 $ 650.2 $ 2,340.1 *The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Basis of Presentation and Nat40
Basis of Presentation and Nature of Operations (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Proceeds from issuance initial public offering | $ 500 | ||
Period acquiree is included in operating activities | 22 days | 22 days |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Apr. 03, 2017USD ($) | Jun. 09, 2016USD ($)locationmerger | Apr. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 08, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($)shares | Jun. 08, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Sep. 30, 2016USD ($) | ||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life | 5 years | |||||||||||||
Total consideration | $ 1,900,000 | |||||||||||||
Payment at closing | 1,600,000 | |||||||||||||
Measurement period adjustment | $ 5,600,000 | |||||||||||||
Warrants outstanding (in shares) | shares | 50,025,000 | 50,025,000 | ||||||||||||
Founders Shares | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 12,476,250 | 12,476,250 | 12,476,250 | 12,476,250 | ||||||||||
PSUs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 1,567,000 | 1,547,500 | 1,567,000 | 1,547,500 | ||||||||||
Warrant | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 25,012,500 | 25,012,500 | ||||||||||||
RSU | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 24,500 | 24,500 | ||||||||||||
Other Intangible Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total consideration | $ 8,500,000 | |||||||||||||
Successor | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash paid for business acquisition | $ 63,500,000 | $ 360,600,000 | [1] | |||||||||||
Transaction related costs | $ 200,000 | $ 15,900,000 | [1] | 1,300,000 | 18,000,000 | [1] | ||||||||
Change in fair value of contingent consideration obligations | (800,000) | (2,300,000) | [1] | $ 19,800,000 | (2,300,000) | [1] | ||||||||
Predecessor | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash paid for business acquisition | $ 0 | |||||||||||||
Transaction related costs | $ 26,100,000 | 33,400,000 | ||||||||||||
Change in fair value of contingent consideration obligations | 0 | 0 | ||||||||||||
Non-compete agreements | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life | 3 years | |||||||||||||
Non-compete agreements | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life | 10 years | |||||||||||||
Customer Lists | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets acquired | $ 1,100,000 | |||||||||||||
Ultra Chem | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash paid for business acquisition | $ 56,800,000 | |||||||||||||
Cash acquired from acquisition | 500,000 | |||||||||||||
Purchase price held in escrow | 10,700,000 | |||||||||||||
Working capital adjustment held in escrow | 1,000,000 | |||||||||||||
Indemnification obligations held in escrow | $ 9,700,000 | |||||||||||||
Maximum holding period in escrow | 5 years | |||||||||||||
Contingent consideration | $ 0 | |||||||||||||
Transaction related costs | 300,000 | $ 1,200,000 | ||||||||||||
Reduction in gross receivables acquired | 800,000 | |||||||||||||
Increase (decrease) in inventory | 1,200,000 | |||||||||||||
Sales and operating revenue from acquiree | 17,100,000 | 17,100,000 | ||||||||||||
Net income from acquiree | 200,000 | 200,000 | ||||||||||||
Ultra Chem | Customer-related intangible | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset, amortization period | 10 years | |||||||||||||
Finite-lived intangible assets | $ 22,000,000 | |||||||||||||
Ultra Chem | Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset, amortization period | 2 years | |||||||||||||
Finite-lived intangible assets | $ 300,000 | |||||||||||||
Ultra Chem | Non-compete agreements | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset, amortization period | 3 years | |||||||||||||
Finite-lived intangible assets | $ 3,700,000 | |||||||||||||
Ultra Chem | Transaction Costs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | 300,000 | 500,000 | ||||||||||||
Ultra Chem | Selling, general and administrative expenses | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | 700,000 | |||||||||||||
Ultra Chem | ABL Facility | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Borrowings used for acquisition | $ 58,000,000 | |||||||||||||
Nexeo Solutions Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | (100,000) | 800,000 | ||||||||||||
Increase (decrease) in inventory | $ (600,000) | |||||||||||||
Total consideration | $ 802,700,000 | |||||||||||||
Payment at closing | $ 424,900,000 | |||||||||||||
Number of mergers (in merger) | merger | 2 | |||||||||||||
Contingent consideration - Fair value of Deferred Cash Consideration | $ 45,400,000 | |||||||||||||
Payment by the Company to Selling Equityholders of percentage of net cash tax savings | 85.00% | |||||||||||||
Percentage of net cash tax savings retained by the Company | 15.00% | |||||||||||||
Change in fair value of contingent consideration obligations | 3,600,000 | $ 2,000,000 | ||||||||||||
Contingent consideration - Fair value of TRA | 89,800,000 | |||||||||||||
Undiscounted cash flows associated with the TRA liability | $ 215,000,000 | |||||||||||||
Expected Benefit period of TRA | 20 years | |||||||||||||
Decrease in property, plant and equipment | $ 100,000 | |||||||||||||
Decrease in accounts payable | 2,100,000 | |||||||||||||
Increase in other current assets | 200,000 | |||||||||||||
Increase in deferred tax liabilities | 400,000 | |||||||||||||
Accounts receivable fair value adjustment | $ 4,100,000 | |||||||||||||
Inventory fair value step up | $ 13,800,000 | |||||||||||||
Number of real estate properties (in location) | location | 42 | |||||||||||||
Number of leased locations (in location) | location | 11 | |||||||||||||
Property, plant and equipment fair value adjustment | $ 96,000,000 | |||||||||||||
Expected tax deductible goodwill amount | $ 253,400,000 | $ 253,400,000 | ||||||||||||
Nexeo Solutions Inc. | Successor | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | $ 15,900,000 | $ 18,000,000 | ||||||||||||
Nexeo Solutions Inc. | Predecessor | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | $ 26,100,000 | $ 33,400,000 | ||||||||||||
Nexeo Solutions Inc. | Selling Equityholders | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Excess shares (in shares) | shares | 5,178,642 | 5,178,642 | ||||||||||||
Number of trading days to meet condition | 20 days | |||||||||||||
Number of consecutive trading days | 30 days | |||||||||||||
Share price (USD per share) | $ / shares | $ 15 | $ 15 | ||||||||||||
Number of days to elect excess shares provision | 5 days | |||||||||||||
Nexeo Solutions Inc. | Customer-related intangible | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset, amortization period | 12 years | |||||||||||||
Finite-lived intangible assets | $ 201,000,000 | |||||||||||||
Nexeo Solutions Inc. | Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible asset, amortization period | 4 years | |||||||||||||
Finite-lived intangible assets | $ 21,000,000 | |||||||||||||
Nexeo Solutions Inc. | Below-market leases | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 700,000 | |||||||||||||
Nexeo Solutions Inc. | Below-market leases | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Lease term | 1 year | |||||||||||||
Nexeo Solutions Inc. | Below-market leases | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Lease term | 7 years | |||||||||||||
Other Intangible Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment for intangible assets | 5,100,000 | |||||||||||||
Recognized intangible assets | $ 8,500,000 | |||||||||||||
Other Intangible Assets | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life | 10 years | |||||||||||||
Other Intangible Assets | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life | 13 years | |||||||||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Purchase Consideration (Details) - USD ($) $ in Millions | Jun. 09, 2016 | Apr. 30, 2017 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Cash | $ 1.6 | ||
Total purchase consideration | $ 1.9 | ||
Nexeo Solutions Inc. | |||
Business Acquisition [Line Items] | |||
Cash | $ 424.9 | ||
Less: cash acquired | (64.3) | ||
Equity | 276.7 | ||
Founder Shares transferred to Selling Equityholders | 30.2 | ||
Contingent consideration - Fair value of Deferred Cash Consideration | 45.4 | ||
Contingent consideration - Fair value of TRA | 89.8 | ||
Total purchase consideration | 802.7 | ||
Measurement period adjustment | $ 5.6 | ||
Assumed liabilities | $ 774.3 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Apr. 03, 2017 | Sep. 30, 2016 | Jun. 09, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 694.2 | $ 665.7 | ||
Ultra Chem | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 14.4 | |||
Inventory | 10.5 | |||
Other current assets | 2 | |||
Property, plant and equipment | 0.4 | |||
Other non-current assets | 0.4 | |||
Goodwill | 22.5 | |||
Total assets acquired | 76.2 | |||
Short-term borrowings | 0.9 | |||
Accounts payable | 13 | |||
Other current liabilities | 4.1 | |||
Other non-current liabilities | 1.4 | |||
Total liabilities assumed | 19.4 | |||
Net assets acquired | 56.8 | |||
Ultra Chem | Customer-related intangible | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 22 | |||
Ultra Chem | Trade name | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 0.3 | |||
Ultra Chem | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 3.7 | |||
Nexeo Solutions Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 470 | |||
Inventory | 327.9 | |||
Other current assets | 26 | |||
Property, plant and equipment | 328.2 | |||
Other non-current assets | 3.2 | |||
Deferred tax assets | 1.2 | |||
Goodwill | 673.4 | |||
Total assets acquired | 2,052.6 | |||
Short-term borrowings and current portion of capital leases | 40.6 | |||
Accounts payable | 335.9 | |||
Other current liabilities | 52.8 | |||
Long-term portion of capital leases | 23 | |||
Long-term debt | 767.3 | |||
Deferred tax liability | 24.8 | |||
Other non-current liabilities | 5.5 | |||
Total liabilities assumed | 1,249.9 | |||
Net assets acquired | 802.7 | |||
Nexeo Solutions Inc. | Customer-related intangible | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 201 | |||
Nexeo Solutions Inc. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 21 | |||
Nexeo Solutions Inc. | Below-market leases | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 0.7 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consolidated Pro Forma Financial Information (Details) - Nexeo Solutions Inc. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Sales and operating revenues | $ 942.6 | $ 879.4 | $ 2,690.4 | $ 2,598.5 |
Operating income | 25.3 | 15.6 | 39.6 | 32.9 |
Net income from continuing operations | 11.2 | 5 | 3.8 | 1.5 |
Net income | $ 11.2 | $ 5 | $ 3.8 | $ 1.5 |
Basic and diluted net income (loss) per share (USD per share) | $ 0.15 | $ 0.07 | $ 0.05 | $ 0.02 |
Pro forma weighted average number of common shares outstanding | ||||
Basic (in shares) | 76,743,853 | 76,746,168 | 76,745,396 | 76,746,168 |
Diluted (in shares) | 76,828,868 | 76,810,686 | 76,830,296 | 76,800,051 |
Certain Balance Sheet Informa45
Certain Balance Sheet Information - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 34.1 | $ 47.5 |
Currency denominated in RMB | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 1.2 | 6.5 |
Subsidiaries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 29.6 | 41.9 |
Subsidiaries | Non-USD denominated currency held by foreign subsidiaries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 26.5 | $ 36.9 |
Certain Balance Sheet Informa46
Certain Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Certain Balance Sheet Information [Abstract] | ||
Finished products | $ 358.2 | $ 311.7 |
Supplies | 4.6 | 4.1 |
Total | $ 362.8 | $ 315.8 |
Certain Balance Sheet Informa47
Certain Balance Sheet Information - Other Non-Current Assets (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 | |
Certain Balance Sheet Information [Abstract] | |||||||
Debt issuance costs of the ABL Facility | $ 5.4 | $ 5.4 | $ 6.4 | ||||
Other | 3.5 | 3.5 | 4.3 | ||||
Total | 8.9 | 8.9 | $ 10.7 | ||||
ABL Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Amortization of financing costs | $ 0.7 | $ 0.1 | $ 1 | $ 0.1 | |||
Predecessor | ABL Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Amortization of financing costs | $ 0.6 | $ 2.1 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 370.1 | $ 336.2 |
Less accumulated depreciation | (48.7) | (13.6) |
Property, plant and equipment, net | 321.4 | 322.6 |
Accumulated depreciation related to facilities and equipment acquired under capital leases | 3.3 | 1.1 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 50.8 | 50.4 |
Plants and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 105.3 | 89.8 |
Facilities and equipment acquired under capital leases | 13.7 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 148.1 | 130.5 |
Facilities and equipment acquired under capital leases | 25.6 | 25.2 |
Software and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59.5 | 49 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6.4 | $ 16.5 |
Property, Plant and Equipment49
Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||||||
Period acquiree is included in operating activities | 22 days | 22 days | ||||
Successor | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 12.2 | $ 3 | $ 35.5 | $ 3 | ||
Predecessor | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 7.5 | $ 27.1 |
Property, Plant and Equipment50
Property, Plant and Equipment - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($)lease_renewal_option | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Carrying value property, plant and equipment, net | $ 322.6 | $ 321.4 | $ 321.4 | |
New Facility Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Lease term | 15 years | |||
Future rental payments | $ 1.1 | |||
Annual rent escalation, percent | 2.50% | |||
Montgomery Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of lease renewal options | lease_renewal_option | 3 | |||
Lease renewal term | 5 years | |||
Initial cost | $ 13.2 | |||
Gain related to capital expenditures incurred to date | 5.4 | 8.1 | ||
Closed Facilities | U.S. | ||||
Property, Plant and Equipment [Line Items] | ||||
Carrying value property, plant and equipment, net | $ 1.2 | $ 1.1 | $ 1.1 |
Goodwill and Other Intangible51
Goodwill and Other Intangibles - Goodwill by Reportable Segment (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill | |
Balance at September 30, 2016 | $ 665.7 |
Measurement period adjustment | 4.4 |
Ultra Chem Acquisition | 22.5 |
Foreign currency translation | 1.6 |
Balance at June 30, 2017 | 694.2 |
Chemicals | |
Goodwill | |
Balance at September 30, 2016 | 331.6 |
Measurement period adjustment | 2.7 |
Ultra Chem Acquisition | 22.5 |
Foreign currency translation | 0.1 |
Balance at June 30, 2017 | 356.9 |
Plastics | |
Goodwill | |
Balance at September 30, 2016 | 271.1 |
Measurement period adjustment | 1.2 |
Ultra Chem Acquisition | 0 |
Foreign currency translation | 1.5 |
Balance at June 30, 2017 | 273.8 |
Other | |
Goodwill | |
Balance at September 30, 2016 | 63 |
Measurement period adjustment | 0.5 |
Ultra Chem Acquisition | 0 |
Foreign currency translation | 0 |
Balance at June 30, 2017 | $ 63.5 |
Goodwill and Other Intangible52
Goodwill and Other Intangibles - Narrative (Details) | Jun. 30, 2017 |
Goodwill [Line Items] | |
Fair value in excess of carrying amount as a percent | 20.00% |
Minimum | |
Goodwill [Line Items] | |
Fair value in excess of carrying amount as a percent | 6.00% |
Effect 0.5% change in discount rate on fair value in excess of carrying amount | 3.00% |
Maximum | |
Goodwill [Line Items] | |
Fair value in excess of carrying amount as a percent | 10.00% |
Effect 0.5% change in discount rate on fair value in excess of carrying amount | 15.00% |
Plastics | |
Goodwill [Line Items] | |
Fair value in excess of carrying amount as a percent | 2.00% |
Goodwill and Other Intangible53
Goodwill and Other Intangibles - Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 5 years | |||
Gross Carrying Amount | $ 257.9 | $ 222 | ||
Accumulated Amortization | (24.9) | (7) | ||
Net Carrying Amount | 233 | 215 | ||
Customer-related | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 229.5 | 200.3 | ||
Accumulated Amortization | (18.5) | (5.2) | ||
Net Carrying Amount | $ 211 | 195.1 | ||
Customer-related | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 5 years | |||
Customer-related | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 13 years | |||
Supplier-related | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 10 years | |||
Gross Carrying Amount | $ 1.5 | 0 | ||
Accumulated Amortization | (0.1) | 0 | ||
Net Carrying Amount | 1.4 | 0 | ||
Trademarks and trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 22.2 | 21 | ||
Accumulated Amortization | (5.7) | (1.7) | ||
Net Carrying Amount | $ 16.5 | 19.3 | ||
Trademarks and trade names | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 2 years | |||
Trademarks and trade names | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 10 years | |||
Below-market leases | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 0.7 | 0.7 | ||
Accumulated Amortization | (0.3) | (0.1) | ||
Net Carrying Amount | $ 0.4 | 0.6 | ||
Below-market leases | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 1 year | |||
Below-market leases | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 7 years | |||
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 4 | 0 | ||
Accumulated Amortization | (0.3) | 0 | ||
Net Carrying Amount | $ 3.7 | $ 0 | ||
Non-compete agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 3 years | |||
Non-compete agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 10 years | |||
Asset purchase - acquired intangibles | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 10 years | |||
Asset purchase - acquired intangibles | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (years) | 13 years |
Goodwill and Other Intangible54
Goodwill and Other Intangibles - Amortization Expense (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Period acquiree is included in operating activities | 22 days | 22 days | ||||
Successor | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 6.7 | $ 1.3 | $ 18 | $ 1.3 | ||
Predecessor | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 2.8 | $ 10.6 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Short-term borrowings | $ 39.4 | $ 38.4 |
Current portion of long-term debt and capital lease obligations | 9.3 | 9.3 |
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net | $ 48.7 | $ 47.7 |
Debt - Summary Long-Term Debt O
Debt - Summary Long-Term Debt Outstanding (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 884.7 | $ 795.9 |
Less: unamortized debt discount | (2.8) | (3.2) |
Less: debt issuance costs | (17.3) | (17.8) |
Less: current portion of long-term debt and capital lease obligations | (9.3) | (9.3) |
Long-term debt and capital lease obligations, less current portion, net | 855.3 | 765.6 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 36.5 | 24.8 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 199.7 | 117.7 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 648.5 | $ 653.4 |
Debt - Short-term Borrowings As
Debt - Short-term Borrowings Associated with Operations in China (Details) - Nexeo Plaschem - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Facility Limit | $ 46.4 | $ 50.9 |
Outstanding Borrowings Balance | 39.4 | 38.4 |
Remaining Availability | 3.8 | 2 |
Bank of America - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 24.3 | 28.4 |
Outstanding Borrowings Balance | $ 24 | $ 27.3 |
Weighted Average Interest Rate on Borrowings | 4.30% | 4.00% |
Remaining Availability | $ 0.3 | $ 1.1 |
Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 22.1 | 22.5 |
Outstanding Borrowings Balance | $ 15.4 | $ 11.1 |
Weighted Average Interest Rate on Borrowings | 5.30% | 5.20% |
Remaining Availability | $ 3.5 | $ 0.9 |
Outstanding LOC and Bankers’ Acceptance Bills | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | 3.2 | 10.5 |
Outstanding LOC and Bankers’ Acceptance Bills | Bank of America - China | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | 0 | 0 |
Outstanding LOC and Bankers’ Acceptance Bills | Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | $ 3.2 | $ 10.5 |
ABL Facility | Bank of America - China | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 110.00% | |
ABL Facility | Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 100.00% |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2017 | Sep. 30, 2016 | |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Weighted average rate of interest | 2.58% | |
Outstanding letters of credit | $ 71,300,000 | |
Amount as collateral to the banking institution | $ 660,900,000 | |
Debt issuance cost | $ 6,800,000 | |
ABL Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 0.25% | |
Line of credit facility, commitment fee | 0.25% | |
ABL Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 0.75% | |
Line of credit facility, commitment fee | 0.375% | |
ABL Facility | LIBOR or Canadian BA Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.25% | |
ABL Facility | LIBOR or Canadian BA Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.75% | |
ABL Facility | US Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 505,000,000 | |
ABL Facility | Canadian Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |
ABL Facility | FILO Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 30,000,000 | |
Remaining availability | $ 5,000,000 | |
ABL Facility | FILO Tranche | Alternate Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.00% | |
ABL Facility | FILO Tranche | Alternate Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
ABL Facility | FILO Tranche | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.00% | |
ABL Facility | FILO Tranche | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.50% | |
ABL Facility | U.S. and Canadian Tranches | ||
Debt Instrument [Line Items] | ||
Remaining availability | $ 215,700,000 | |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 655,000,000 | |
Line of credit facility, increase in maximum borrowing capacity | $ 175,000,000 | |
Debt issuance cost | $ 18,500,000 |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - Term Loan Facility | Mar. 22, 2017 | Mar. 21, 2017 | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 655,000,000 | $ 655,000,000 | |||
Line of credit facility, increase in maximum borrowing capacity | $ 175,000,000 | $ 175,000,000 | |||
Net leverage ratio of available amount | 4.1 | 4.1 | |||
Percentage of aggregate annual amount to be paid every quarter | 1.00% | ||||
Interest rate for term loan facility | 4.88% | 4.88% | |||
Amortization of debt discount | $ 100,000 | $ 400,000 | |||
Debt issuance cost | $ 18,500,000 | ||||
Secured Debt | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 4.25% | ||||
Secured Debt | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 3.25% | ||||
TLB Amendment No. 1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Decrease in basis spread | 0.50% | ||||
TLB Amendment No. 1 | Secured Debt | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 3.75% | ||||
Prepayment premium | 1.00% | ||||
TLB Amendment No. 1 | Secured Debt | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 2.75% | ||||
Minimum | Secured Debt | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.00% | ||||
Minimum | TLB Amendment No. 1 | Secured Debt | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.00% |
Debt - Debt Issuance Cost Amort
Debt - Debt Issuance Cost Amortization (Details) - Term Loan Facility - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||||
Amortization of financing costs | $ 0.7 | $ 0.1 | $ 1.8 | $ 0.1 | ||
Predecessor | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of financing costs | $ 0.8 | $ 3 | ||||
TLB Amendment No. 1 | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of financing costs | $ 1.3 |
Debt - Capital Lease Obligation
Debt - Capital Lease Obligations (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Capital lease obligation balance | $ 884.7 | $ 795.9 |
Annual interest payments | 18.5 | |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligation balance | 36.5 | $ 24.8 |
2015 Ryder Lease | Ryder | ||
Debt Instrument [Line Items] | ||
Capital lease, aggregate future interest payments | 4 | |
2015 Ryder Lease | Ryder | Maximum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 1 | |
2015 Ryder Lease | Ryder | Minimum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 0.1 | |
Montgomery Lease | ||
Debt Instrument [Line Items] | ||
Capital lease, aggregate future interest payments | 13.9 | |
Montgomery Lease | Maximum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 1 | |
Montgomery Lease | Minimum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | $ 0.1 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Jun. 29, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($)interest_rate_swap |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Cash proceeds from modification of interest rate swaps | $ 500,000 | |||
Interest expense related to ineffectiveness | $ 600,000 | $ 600,000 | ||
Interest Rate Swap | Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of new swaps entered into to manage interest rate exposure | interest_rate_swap | 4 | |||
Combined notional amount | $ 300,000,000 | |||
Unrealized loss | 300,000 | 300,000 | ||
Unrealized loss expected to be realized and recognized in income within twelve months | $ 1,300,000 | $ 1,300,000 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Assets and Liabilities (Details) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 |
Accumulated other comprehensive loss | ||
Derivatives, Fair Value [Line Items] | ||
Other Comprehensive Income/Loss | $ 0.4 | $ 0 |
Level 2 | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0.1 | 0 |
Level 2 | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 1.5 | 0 |
Level 2 | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ 0.4 | $ 0 |
Derivatives - Summary of Gains
Derivatives - Summary of Gains and Losses (Net of Reclassifications Into Income) (Details) - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 08, 2016 | Jun. 30, 2017 | |
Interest expense | Successor | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ (1.2) | $ (1.5) | ||
Interest expense | Predecessor | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ (0.1) | $ (0.3) | ||
Other comprehensive income(loss) | Successor | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ (0.7) | $ (0.4) | ||
Other comprehensive income(loss) | Predecessor | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ 0.1 | $ 0.3 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2017USD ($)interest_rate_swap | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Measurement period adjustment | $ 5.6 | ||
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Early termination payment | $ 0.3 | ||
Cash Flow Hedging | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Number of new swaps entered into to manage interest rate exposure | interest_rate_swap | 4 | ||
Level 2 | Cash Flow Hedging | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Number of new swaps entered into to manage interest rate exposure | interest_rate_swap | 4 | ||
Level 2 | Cash Flow Hedging | Interest Rate Swap | Other non-current assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative asset | 0.1 | $ 0 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | Accrued expenses and other liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liability | 1.5 | 0 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | Other non-current liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liability | 0.4 | 0 | |
TRA Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Measurement period adjustment | 5.6 | ||
Nexeo Solutions Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Contingent consideration - Fair value of Deferred Cash Consideration | 40.4 | 35 | |
Contingent consideration - Fair value of TRA | $ 103.4 | $ 83.4 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Contingent Consideration (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2016 | $ 118.4 |
Measurement period adjustment | 5.6 |
Change in fair value of contingent consideration | 19.8 |
Contingent consideration as of June 30, 2017 | 143.8 |
TRA | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2016 | 83.4 |
Measurement period adjustment | 5.6 |
Change in fair value of contingent consideration | 14.4 |
Contingent consideration as of June 30, 2017 | 103.4 |
Deferred Cash Consideration | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2016 | 35 |
Measurement period adjustment | 0 |
Change in fair value of contingent consideration | 5.4 |
Contingent consideration as of June 30, 2017 | $ 40.4 |
Share-based Compensation and 67
Share-based Compensation and Employee Benefit Plans - Additional Information (Details) - USD ($) | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 |
Treasury Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares associated with employee tax withholding for vesting of certain equity awards (in shares) | 9,576 | |||||
TPG | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares awarded by related party (in shares) | 100,000 | |||||
2016 LTIP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Effective period of plan | 10 years | |||||
Number of shares available for grant | 9,000,000 | |||||
Maximum number of shares per calendar year employees are allowed to receive (in shares) | 1,000,000 | 1,000,000 | ||||
Maximum value of award employee may receive per calendar year | $ 12,000,000 | $ 12,000,000 | ||||
Shares available for issuance (in shares) | 7,238,801 | |||||
2016 LTIP | Non-Employee Board Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum value of award employee may receive per calendar year | $ 1,000,000 | $ 1,000,000 | ||||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 212,000 | |||||
Stockholder return | 35.00% | 35.00% | ||||
Entitled percentage of common shares to recipient with a 35% stockholder return | 100.00% | 100.00% | ||||
Shares authorized for issuance (up to) (in shares) | 424,000 | 424,000 | ||||
Minimum stockholder return for awards to be awarded | 15.00% | 15.00% | ||||
Volatility rate | 40.00% | |||||
Expected dividend yield | 0.00% | |||||
Weighted average remaining contractual term | 2 years | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 8,600,000 | $ 8,600,000 | ||||
Shares vested (in shares) | 0 | |||||
PSUs | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 0.00% | 0.00% | ||||
Risk-free interest rate | 0.93% | |||||
PSUs | Minimum | Negative 15 to 0 Return | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 50.00% | 50.00% | ||||
Stockholder return | (15.00%) | (15.00%) | ||||
PSUs | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 200.00% | 200.00% | ||||
Risk-free interest rate | 1.30% | |||||
PSUs | Maximum | Negative 15 to 0 Return | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 70.00% | 70.00% | ||||
Stockholder return | 0.00% | 0.00% | ||||
PSUs | Selling, general and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 1,300,000 | $ 300,000 | $ 3,500,000 | $ 300,000 | ||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 5,434 | |||||
Weighted average remaining contractual term | 1 month 6 days | |||||
Unrecognized compensation cost related to non-vested performance share units | 100,000 | $ 100,000 | ||||
Shares vested (in shares) | 0 | |||||
Restricted Stock | Non-Employee Board Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 64,518 | |||||
Restricted Stock | Selling, general and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | 100,000 | $ 400,000 | ||||
Restricted Stock | TPG | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average remaining contractual term | 1 year 10 months 24 days | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 600,000 | $ 600,000 | ||||
Vesting period | 3 years | |||||
Shares vested (in shares) | 33,333 | |||||
Restricted Stock | TPG | Selling, general and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 100,000 | $ 300,000 | ||||
RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 28,000 | |||||
Performance period | 3 years | |||||
Weighted average remaining contractual term | 2 years 4 months 24 days | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 100,000 | $ 100,000 | ||||
Shares vested (in shares) | 0 | |||||
RSU | Selling, general and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 100,000 | |||||
Phantom RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards issued to certain non-U.S employees (in shares) | 10,500 | |||||
Phantom RSU | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance period | 2 years | |||||
Phantom RSU | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance period | 3 years | |||||
Phantom PSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards issued to certain non-U.S employees (in shares) | 10,000 |
Share-based Compensation and 68
Share-based Compensation and Employee Benefit Plans - PSU Activity (Details) - PSUs | 9 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Non-Vested Equity Plan Units | |
Outstanding at the beginning of the period (in shares) | shares | 1,542,500 |
Granted (in shares) | shares | 212,000 |
Vested (in shares) | shares | 0 |
Forfeited/Canceled (in shares) | shares | (187,500) |
Outstanding at the end of the period (in shares) | shares | 1,567,000 |
Non-Vested Equity Plan, Average Grant Date Fair Value Per Unit | |
Outstanding at the beginning of the period (in USD per share) | $ / shares | $ 9.12 |
Granted (in USD per share) | $ / shares | 7.66 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited/Canceled (in USD per share) | $ / shares | 9.05 |
Outstanding at the end of the period (in USD per share) | $ / shares | $ 8.93 |
Share-based Compensation and 69
Share-based Compensation and Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted Stock | 9 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 64,518 |
Granted (in shares) | shares | 5,434 |
Vested (in shares) | shares | 0 |
Forfeited/Canceled (in shares) | shares | (10,753) |
Outstanding at the end of the period (in shares) | shares | 59,199 |
Weighted Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in USD per share) | $ / shares | $ 9.27 |
Granted (in USD per share) | $ / shares | 9.02 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited/Canceled (in USD per share) | $ / shares | 9.27 |
Outstanding at the end of the period (in USD per share) | $ / shares | $ 9.25 |
Share-based Compensation and 70
Share-based Compensation and Employee Benefit Plans - Restricted Stock Unit Activity (Details) - RSU | 9 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 0 |
Granted (in shares) | shares | 28,000 |
Vested (in shares) | shares | 0 |
Forfeited/Canceled (in shares) | shares | (3,500) |
Outstanding at the end of the period (in shares) | shares | 24,500 |
Weighted Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 7.28 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited/Canceled (in USD per share) | $ / shares | 7.28 |
Outstanding at the end of the period (in USD per share) | $ / shares | $ 7.28 |
Share-based Compensation and 71
Share-based Compensation and Employee Benefit Plans - Defined Contribution Plans (Details) | 9 Months Ended |
Jun. 30, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |
Company matching contribution of employee contributions up to 4% (as a percent) | 100.00% |
Portion of employee contribution eligible for company match, percentage of pay | 4.00% |
Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 1.50% |
Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 3.00% |
Service of 21 years and over | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 4.50% |
Service period | 21 years |
Minimum | Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 1 year |
Minimum | Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 11 years |
Maximum | Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 10 years |
Maximum | Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 20 years |
Share-based Compensation and 72
Share-based Compensation and Employee Benefit Plans - Cost of Defined Contribution Plan (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Period acquiree is included in operating activities | 22 days | 22 days | ||||
Successor | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | $ 2.6 | $ 0.6 | $ 7.8 | $ 0.6 | ||
Successor | Cost of sales and operating expense | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | 1 | 0.2 | 3 | 0.2 | ||
Successor | Selling, general and administrative expenses | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | $ 1.6 | $ 0.4 | $ 4.8 | $ 0.4 | ||
Predecessor | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | $ 2.3 | $ 7.5 | ||||
Predecessor | Cost of sales and operating expense | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | 0.8 | 2.7 | ||||
Predecessor | Selling, general and administrative expenses | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions | $ 1.5 | $ 4.8 |
Share-based Compensation and 73
Share-based Compensation and Employee Benefit Plans - Predecessor Equity Plan (Details) $ in Millions | 2 Months Ended | 8 Months Ended | 9 Months Ended |
Jun. 08, 2016USD ($) | Jun. 08, 2016USD ($) | Jun. 30, 2017vesting_installmentshares | |
Performance-Based Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | shares | 0 | ||
Predecessor | Performance-Based Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized expense related to share-based units | $ | $ 2 | ||
Predecessor | Time Based Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | $ | $ 0.1 | $ 0.7 | |
Predecessor | Series B Membership Interest | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of units vesting by term of employment | 50.00% | ||
Percentage of units vesting annually | 20.00% | ||
Vesting period | 5 years | ||
Percentage of units vesting by performance basis | 50.00% | ||
Number of twelve-month vesting periods | vesting_installment | 5 | ||
Vested (in shares) | shares | 368,136 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017vote$ / sharesshares | Sep. 30, 2016shares | |
Class of Stock [Line Items] | |||
Shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 |
Number of votes per common share (in vote) | vote | 1 | ||
Shares issued (in shares) | 89,281,617 | 89,281,617 | 89,286,936 |
Shares outstanding (in shares) | 89,272,041 | 89,272,041 | 89,286,936 |
Warrants | |||
Warrants (in shares) | 50,025,000 | 50,025,000 | |
Common stock to be purchased through warrants (in shares) | 25,012,500 | 25,012,500 | |
Strike price of warrants (USD per share) | $ / shares | $ 11.50 | $ 11.50 | |
Preferred Stock | |||
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 | 0 |
Treasury Stock | |||
Treasury stock acquired (in shares) | 9,576 | ||
Fair market value of treasury stock acquired | $ | $ 0.1 | ||
Founders Shares | |||
Class of Stock [Line Items] | |||
Shares issued (in shares) | 12,476,250 | 12,476,250 | |
Percentage of shares subject to condition one | 50.00% | 50.00% | |
Sale price equals or exceeds, condition one (USD per share) | $ / shares | $ 12.50 | $ 12.50 | |
Number of trading days to meet condition one | 20 days | ||
Number of consecutive trading days | 30 days | ||
Percentage of shares subject to condition two | 50.00% | 50.00% | |
Sale price equals or exceeds, condition two (USD per share) | $ / shares | $ 15 | $ 15 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic: | ||||
Net income (loss) | $ 10.2 | $ (15.5) | $ 0.8 | $ (17.1) |
Weighted average number of common shares outstanding during the period (in shares) | 76,743,853 | 34,072,056 | 76,745,396 | 21,241,897 |
Net income (loss) per common share - basic (USD per share) | $ 0.13 | $ (0.45) | $ 0.01 | $ (0.81) |
Diluted: | ||||
Net income (loss) | $ 10.2 | $ (15.5) | $ 0.8 | $ (17.1) |
Denominator for diluted earnings per share: | ||||
Weighted average number of common shares outstanding during the period (in shares) | 76,743,853 | 34,072,056 | 76,745,396 | 21,241,897 |
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares (in shares) | 85,015 | 0 | 84,900 | 0 |
Denominator for diluted earnings per common share (in shares) | 76,828,868 | 34,072,056 | 76,830,296 | 21,241,897 |
Net income (loss) per common share - diluted (USD per share) | $ 0.13 | $ (0.45) | $ 0.01 | $ (0.81) |
Period acquiree is included in operating activities | 22 days | 22 days |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants (in shares) | 50,025,000 | 50,025,000 | ||
Founders Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,476,250 | 12,476,250 | 12,476,250 | 12,476,250 |
PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,567,000 | 1,547,500 | 1,567,000 | 1,547,500 |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,012,500 | 25,012,500 | ||
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 59,199 | 59,199 | ||
RSU | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 24,500 | 24,500 |
Commitments, Contingencies an77
Commitments, Contingencies and Litigation - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2011 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Environmental Remediation | |||||
Rent expense | $ 6.1 | $ 19.2 | |||
Ashland | Other Retained Remediation Liabilities | |||||
Environmental Remediation | |||||
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant individual claim threshold | $ 0.2 | ||||
Remediation indemnification obligation resulting from breach of any representation, warranty or covenant aggregate claim deductible | $ 5 | ||||
Successor | |||||
Environmental Remediation | |||||
Rent expense | $ 0.6 | $ 0.6 | |||
Predecessor | |||||
Environmental Remediation | |||||
Rent expense | $ 4.9 | $ 17.1 |
Commitments, Contingencies an78
Commitments, Contingencies and Litigation - Schedule of Non-Cancelable Rental Payments (Details) $ in Millions | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 15.3 |
2,019 | 12.6 |
2,020 | 8.4 |
2,021 | 6.2 |
2,022 | 5.2 |
Thereafter | 4.2 |
Total | $ 51.9 |
Commitments, Contingencies an79
Commitments, Contingencies and Litigation - Schedule of Future Minimum Capital Lease Payments (Details) $ in Millions | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 7.7 |
2,019 | 7.5 |
2,020 | 7.5 |
2,021 | 7 |
2,022 | 7.1 |
Thereafter | 37.3 |
Total minimum capital lease payments | 74.1 |
Less amount representing executory costs | (18.3) |
Less amount representing interest | (18.5) |
Present value of net minimum capital lease payments | $ 37.3 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 09, 2016 |
Related Party Transaction [Line Items] | |||
Due to related party pursuant to contingent consideration obligations, Noncurrent | $ 139 | $ 118.4 | |
Due to related party pursuant to contingent consideration obligations, Current | 4.8 | 0 | |
TPG | |||
Related Party Transaction [Line Items] | |||
Ownership interest by related party | 35.00% | ||
Contingent consideration liabilities | 143.8 | ||
Due to related party pursuant to contingent consideration obligations, Noncurrent | 139 | ||
Due to related party pursuant to contingent consideration obligations, Current | 4.8 | ||
Amount due from TPG related entities | 0.4 | $ 0.6 | |
Entities related to members of the Board of Directors | |||
Related Party Transaction [Line Items] | |||
Due to related party pursuant to contingent consideration obligations, Current | $ 0.1 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Activity (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Amounts included in Transaction related costs | ||||||
Period acquiree is included in operating activities | 22 days | 22 days | ||||
Successor | TPG | ||||||
Sales to related entities: | ||||||
Sales to related entities | $ 0.8 | $ 0.3 | $ 2.3 | $ 0.3 | ||
Amounts included in Selling, general and administrative expenses | ||||||
Management fees to TPG | 0 | 0 | 0 | 0 | ||
Consulting fees to TPG | 0 | 0 | 0 | 0 | ||
Amounts included in Transaction related costs | ||||||
Fee paid in connection with the Business Combination | 0 | 0 | 0 | 0 | ||
Successor | Entities related to members of the Board of Directors | ||||||
Sales to related entities: | ||||||
Sales to related entities | 0.1 | 0 | 0.1 | 0 | ||
Purchases from related entities: | ||||||
Entities related to members of the Board of Directors | $ 0.5 | $ 0 | $ 1.5 | $ 0 | ||
Predecessor | TPG | ||||||
Sales to related entities: | ||||||
Sales to related entities | $ 1.3 | $ 3.1 | ||||
Amounts included in Selling, general and administrative expenses | ||||||
Management fees to TPG | 0.5 | 2.1 | ||||
Consulting fees to TPG | 0.2 | 0.4 | ||||
Amounts included in Transaction related costs | ||||||
Fee paid in connection with the Business Combination | 9.9 | 9.9 | ||||
Predecessor | Entities related to members of the Board of Directors | ||||||
Sales to related entities: | ||||||
Sales to related entities | 0 | 0 | ||||
Purchases from related entities: | ||||||
Entities related to members of the Board of Directors | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | [1] | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | [1] | Sep. 30, 2016 | |
Income Tax Contingency [Line Items] | |||||||||
Valuation allowance | $ 3.2 | $ 3.2 | $ 2.8 | ||||||
Increase in uncertain tax positions related to acquisition | 1.3 | ||||||||
Interest and penalties | 1.9 | 1.9 | $ 1.2 | ||||||
Successor | |||||||||
Income Tax Contingency [Line Items] | |||||||||
Income tax expense (benefit) | 5.9 | $ (1.3) | 4 | $ (1.3) | |||||
Pre-tax income (loss) | $ 16.1 | $ (16.8) | $ 4.8 | $ (18.4) | |||||
Predecessor | |||||||||
Income Tax Contingency [Line Items] | |||||||||
Income tax expense (benefit) | $ 1.1 | $ 4.2 | |||||||
Pre-tax income (loss) | $ (19.1) | $ (9.7) | |||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Segment and Geographic Data - N
Segment and Geographic Data - Narrative (Details) | 9 Months Ended |
Jun. 30, 2017segmentcountry | |
Segment and Geographic Data | |
Number of operating segments | segment | 3 |
Chemicals | |
Segment and Geographic Data | |
Number of countries products distributed in (more than) | 50 |
Plastics | |
Segment and Geographic Data | |
Number of countries products distributed in (more than) | 50 |
Segment and Geographic Data - S
Segment and Geographic Data - Summarized Financial Information (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 | |||
Segment assets | |||||||||
Assets | $ 2,236.9 | $ 2,236.9 | $ 2,078.9 | ||||||
Period acquiree is included in operating activities | 22 days | 22 days | |||||||
Operating Segments | |||||||||
Segment assets | |||||||||
Assets | $ 1,640.5 | $ 1,640.5 | 1,450.5 | ||||||
Unallocated | |||||||||
Segment assets | |||||||||
Assets | 596.4 | 596.4 | 628.4 | ||||||
Chemicals | Operating Segments | |||||||||
Segment assets | |||||||||
Assets | 775 | 775 | 656.8 | ||||||
Plastics | Operating Segments | |||||||||
Segment assets | |||||||||
Assets | 780.5 | 780.5 | 708.7 | ||||||
Other | Operating Segments | |||||||||
Segment assets | |||||||||
Assets | 85 | 85 | $ 85 | ||||||
Successor | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 942.7 | $ 214.3 | [1] | 2,655.2 | $ 214.3 | [1] | |||
Gross profit | 102.7 | 18.8 | [1] | 289.3 | 18.8 | [1] | |||
Selling, general & administrative expenses | 79.4 | 19.1 | [1] | 233.9 | 19.2 | [1] | |||
Transaction related costs | 0.2 | 15.9 | [1] | 1.3 | 18 | [1] | |||
Change in fair value of contingent consideration obligations | (0.8) | (2.3) | [1] | 19.8 | (2.3) | [1] | |||
Operating income (loss) | 23.9 | (13.9) | [1] | 34.3 | (16.1) | [1] | |||
Other income | 5.7 | 0 | [1] | 8.3 | 0 | [1] | |||
Interest income | 0 | 0.3 | [1] | 0.2 | 0.9 | [1] | |||
Interest expense | (13.5) | (3.2) | [1] | (38) | (3.2) | [1] | |||
Net income (loss) from continuing operations before income taxes | 16.1 | (16.8) | [1] | 4.8 | (18.4) | [1] | |||
Successor | Chemicals | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 443.9 | 94.2 | 1,211.3 | 94.2 | |||||
Gross profit | 54.3 | 9.6 | 147.6 | 9.6 | |||||
Successor | Plastics | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 466.2 | 109.9 | 1,350.4 | 109.9 | |||||
Gross profit | 43.1 | 6.7 | 124.9 | 6.7 | |||||
Successor | Other | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 32.6 | 10.2 | 93.5 | 10.2 | |||||
Gross profit | $ 5.3 | $ 2.5 | $ 16.8 | $ 2.5 | |||||
Predecessor | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | $ 650.2 | $ 2,340.1 | |||||||
Gross profit | 75.4 | 271.9 | |||||||
Selling, general & administrative expenses | 57.5 | 208.9 | |||||||
Transaction related costs | 26.1 | 33.4 | |||||||
Change in fair value of contingent consideration obligations | 0 | 0 | |||||||
Operating income (loss) | (8.2) | 29.6 | |||||||
Other income | 0.3 | 2.9 | |||||||
Interest income | 0 | 0.1 | |||||||
Interest expense | (11.2) | (42.3) | |||||||
Net income (loss) from continuing operations before income taxes | (19.1) | (9.7) | |||||||
Predecessor | Chemicals | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 298.7 | 1,066.4 | |||||||
Gross profit | 38.8 | 136.2 | |||||||
Predecessor | Plastics | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 329.8 | 1,192.2 | |||||||
Gross profit | 32.2 | 117.6 | |||||||
Predecessor | Other | |||||||||
Summarized financial information | |||||||||
Sales and operating revenues | 21.7 | 81.5 | |||||||
Gross profit | $ 4.4 | $ 18.1 | |||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Segment and Geographic Data -85
Segment and Geographic Data - Schedule of Revenues by Geographic Location (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Period acquiree is included in operating activities | 22 days | 22 days | ||||||
Successor | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | $ 942.7 | $ 214.3 | [1] | $ 2,655.2 | $ 214.3 | [1] | ||
Successor | U.S. | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 699.1 | 161.7 | 1,970.7 | 161.7 | ||||
Successor | Canada | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 43.3 | 9.1 | 126.9 | 9.1 | ||||
Successor | Other North America | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 29.7 | 3.6 | 54.9 | 3.6 | ||||
Successor | Total North America Operations | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 772.1 | 174.4 | 2,152.5 | 174.4 | ||||
Successor | EMEA | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 120.9 | 29.3 | 342.2 | 29.3 | ||||
Successor | Asia | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | $ 49.7 | $ 10.6 | $ 160.5 | $ 10.6 | ||||
Predecessor | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | $ 650.2 | $ 2,340.1 | ||||||
Predecessor | U.S. | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 498.2 | 1,779.4 | ||||||
Predecessor | Canada | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 27.5 | 102.4 | ||||||
Predecessor | Other North America | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 10.2 | 35.4 | ||||||
Predecessor | Total North America Operations | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 535.9 | 1,917.2 | ||||||
Predecessor | EMEA | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | 78.8 | 291.9 | ||||||
Predecessor | Asia | ||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||||||
Revenues | $ 35.5 | $ 131 | ||||||
[1] | The three and nine months ended June 30, 2016 include 22 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |