Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 05, 2017 | Mar. 31, 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-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 89,741,309 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 294,545,118 | ||
Membership Interest Description |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 53.9 | $ 47.5 |
Accounts and notes receivable (net of allowance for doubtful accounts of $2.2 million and $1.4 million, respectively) | 597.4 | 474.8 |
Inventories | 315.5 | 315.8 |
Income taxes receivable | 3.4 | 2.8 |
Other current assets | 19.8 | 22.9 |
Total current assets | 990 | 863.8 |
Non-Current Assets | ||
Property, plant and equipment, net | 316.1 | 322.6 |
Goodwill | 703 | 665.7 |
Other intangible assets, net of amortization | 231.5 | 215 |
Deferred income taxes | 2.3 | 1.1 |
Other non-current assets | 10.6 | 10.7 |
Total non-current assets | 1,263.5 | 1,215.1 |
Total Assets | 2,253.5 | 2,078.9 |
Current Liabilities | ||
Short-term borrowings, current portion of long-term debt and capital lease obligations | 51.1 | 47.7 |
Accounts payable | 384.2 | 325.8 |
Accrued expenses and other liabilities | 58.4 | 45.7 |
Due to related party pursuant to contingent consideration obligations | 12.5 | 0 |
Income taxes payable | 3.2 | 2 |
Total current liabilities | 509.4 | 421.2 |
Non-Current Liabilities | ||
Long-term debt and capital lease obligations, less current portion, net | 794 | 765.6 |
Deferred income taxes | 34.9 | 23.1 |
Due to related party pursuant to contingent consideration obligations | 127.7 | 118.4 |
Other non-current liabilities | 9.9 | 5.8 |
Total non-current liabilities | 966.5 | 912.9 |
Total Liabilities | 1,475.9 | 1,334.1 |
Commitments and Contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and September 30, 2016) | 0 | 0 |
Common stock, $0.0001 par value (300,000,000 shares authorized, 89,353,641 shares issued and 89,344,065 shares outstanding as of September 30, 2017 and 89,286,936 shares issued and outstanding as of September 30, 2016) | 0 | 0 |
Additional paid-in capital | 764.4 | 758.9 |
Retained earnings (Accumulated deficit) | 4.8 | (9.6) |
Accumulated other comprehensive income (loss) | 8.5 | (4.5) |
Treasury stock, at cost: 9,576 shares as of September 30, 2017 and none as of September 30, 2016 | (0.1) | 0 |
Total equity | 777.6 | 744.8 |
Total Liabilities and Equity | $ 2,253.5 | $ 2,078.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2.2 | $ 1.4 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 89,353,641 | 89,286,936 |
Common stock, shares outstanding (in shares) | 89,344,065 | 89,286,936 |
Treasury stock (in shares) | 9,576 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Sales and operating revenues | $ 1,065.7 | $ 3,636.9 | ||
Cost of sales and operating expenses | 957.3 | 3,238.5 | ||
Gross profit | 108.4 | 398.4 | ||
Selling, general and administrative expenses | 91.7 | 312.9 | ||
Transaction related costs | 21.3 | 1.9 | ||
Change in fair value of contingent consideration obligations | (11.2) | 16.2 | ||
Operating income | 6.6 | 67.4 | ||
Other income | 0.5 | 8.3 | ||
Interest income (expense) | ||||
Interest income | 0.8 | 0.3 | ||
Interest expense | (15.1) | (51.1) | ||
Income (loss) from continuing operations before income taxes | (7.2) | 24.9 | ||
Income tax expense | 1.2 | 10.5 | ||
Net income (loss) from continuing operations | (8.4) | 14.4 | ||
Net income (loss) from discontinued operations, net of tax | 0 | 0 | ||
Net Income (Loss) Attributable to Nexeo Solutions, Inc. | $ (8.4) | $ 14.4 | ||
Net loss per share available to common stockholders, basic (in USD per share) | $ (0.24) | $ 0.19 | ||
Net income (loss) per common share - diluted (USD per share) | $ (0.24) | $ 0.19 | ||
Weighted average number of common shares outstanding, basic (in shares) | 35,193,789 | 76,752,752 | ||
Weighted average number of common shares outstanding, diluted (in shares) | 35,193,789 | 76,839,810 | ||
Period acquiree is included in operations | 114 days | |||
Predecessor | ||||
Sales and operating revenues | $ 2,340.1 | $ 3,949.1 | ||
Cost of sales and operating expenses | 2,068.2 | 3,541.1 | ||
Gross profit | 271.9 | 408 | ||
Selling, general and administrative expenses | 208.9 | 329.5 | ||
Transaction related costs | 33.4 | 0.1 | ||
Change in fair value of contingent consideration obligations | 0 | 0 | ||
Operating income | 29.6 | 78.4 | ||
Other income | 2.9 | 11.4 | ||
Interest income (expense) | ||||
Interest income | 0.1 | 0.1 | ||
Interest expense | (42.3) | (64.8) | ||
Income (loss) from continuing operations before income taxes | (9.7) | 25.1 | ||
Income tax expense | 4.2 | 3.9 | ||
Net income (loss) from continuing operations | (13.9) | 21.2 | ||
Net income (loss) from discontinued operations, net of tax | 0.1 | (0.8) | ||
Net Income (Loss) Attributable to Nexeo Solutions, Inc. | $ (13.8) | $ 20.4 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | ||
Net income (loss) | $ (8.4) | $ 14.4 | |||
Unrealized foreign currency translation gain (loss), net of tax | (4.5) | 13 | |||
Unrealized gain on interest rate hedges, net of tax | 0 | 0 | |||
Other comprehensive income (loss), net of tax | (4.5) | 13 | |||
Total comprehensive income (loss), net of tax | (12.9) | 27.4 | |||
Comprehensive loss attributable to noncontrolling interest, net of tax | 0 | 0 | |||
Total comprehensive loss, net of tax | [1] | $ (12.9) | $ 27.4 | ||
Period acquiree is included in operations | 114 days | ||||
Predecessor | |||||
Net income (loss) | $ (13.8) | $ 20.4 | |||
Unrealized foreign currency translation gain (loss), net of tax | (4) | (27.2) | |||
Unrealized gain on interest rate hedges, net of tax | 0.3 | 0.2 | |||
Other comprehensive income (loss), net of tax | (3.7) | (27) | |||
Total comprehensive income (loss), net of tax | (17.5) | (6.6) | |||
Comprehensive loss attributable to noncontrolling interest, net of tax | 0 | 0.1 | |||
Total comprehensive loss, net of tax | [1] | $ (17.5) | $ (6.5) | ||
[1] | The tax effects for each component presented are not material. |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 14,853,927 | 0 | ||||
Beginning balance | $ 5 | $ 0 | $ 0 | $ 6.2 | $ (1.2) | $ 0 |
Beginning balance (in shares) | 89,286,936 | 0 | ||||
Beginning balance | 744.8 | $ 0 | $ 0 | 758.9 | (9.6) | (4.5) |
Reclassification of shares previously subject to redemption (in shares) | 47,677,323 | |||||
Reclassification of shares previously subject to redemption | 476.8 | 476.8 | ||||
Redeemed shares (in shares) | (29,793,320) | |||||
Redeemed shares | (298.5) | (298.5) | ||||
Warrant conversion (in shares) | 2,240,000 | |||||
Private placement shares issued May 23, 2016 (in shares) | 23,492,306 | |||||
Private placement shares issued May 23, 2016 | 234.9 | 234.9 | ||||
Shares issued to Selling Equityholders (in shares) | 27,673,604 | |||||
Shares issued to Selling Equityholders | 276.7 | 276.7 | ||||
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to Selling Equityholders | 30.2 | 30.2 | ||||
Shares issued for advisory services and deferred underwriting fees (in shares) | 3,078,578 | |||||
Shares issued for advisory services and deferred underwriting fees | 30.8 | 30.8 | ||||
Fair value equity contribution from Sponsor in the form of Founder Shares transferred to directors for services rendered | 0.3 | 0.3 | ||||
Restricted stock awards (in shares) | 64,518 | |||||
Restricted stock awards | 0.1 | 0.1 | ||||
Equity-based compensation | 1.4 | 1.4 | ||||
Comprehensive loss: | ||||||
Net income (loss) | (8.4) | (8.4) | ||||
Other comprehensive income (loss) | (4.5) | (4.5) | ||||
Ending balance (in shares) at Sep. 30, 2016 | 89,286,936 | 0 | ||||
Ending balance at Sep. 30, 2016 | 744.8 | $ 0 | $ 0 | 758.9 | (9.6) | (4.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 89,286,936 | 0 | ||||
Beginning balance | 744.8 | $ 0 | $ 0 | 758.9 | (9.6) | (4.5) |
Beginning balance (in shares) | 89,344,065 | 9,576 | ||||
Beginning balance | 777.6 | $ 0 | $ (0.1) | 764.4 | 4.8 | 8.5 |
Equity-based compensation | 5.5 | 5.5 | ||||
Comprehensive loss: | ||||||
Net income (loss) | 14.4 | 14.4 | ||||
Other comprehensive income (loss) | 13 | 13 | ||||
Issuance of restricted stock | 77,458 | |||||
Forfeiture of restricted stock award | (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) | ||||
Ending balance (in shares) at Sep. 30, 2017 | 89,344,065 | 9,576 | ||||
Ending balance at Sep. 30, 2017 | 777.6 | $ 0 | $ (0.1) | 764.4 | 4.8 | 8.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance (in shares) | 89,344,065 | 9,576 | ||||
Beginning balance | $ 777.6 | $ 0 | $ (0.1) | $ 764.4 | $ 4.8 | $ 8.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Cash flows from operations | ||||
Net income (loss) from continuing operations | $ (8,400,000) | $ 14,400,000 | ||
Adjustments to reconcile to cash flows from operations: | ||||
Depreciation and amortization | 20,600,000 | 73,100,000 | ||
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization | 700,000 | 4,100,000 | ||
Non-cash transaction costs | 12,800,000 | 0 | ||
Provision for bad debt | 300,000 | (200,000) | ||
Inventory impairment | 0 | 0 | ||
Impairment charge due to natural disasters | 0 | 1,500,000 | ||
Deferred income taxes | (1,100,000) | 2,200,000 | ||
Equity-based compensation charges | 1,500,000 | 5,500,000 | ||
Change in fair value of contingent consideration obligations | (11,200,000) | 16,200,000 | ||
(Gain) loss from sales of property and equipment | 200,000 | 200,000 | ||
Gain related to reimbursements of certain capital expenditures incurred | (800,000) | (8,100,000) | ||
Gain from debt extinguishment, net | 0 | 0 | ||
Changes in assets and liabilities: | ||||
Accounts and notes receivable | (5,000,000) | (101,900,000) | ||
Inventories | 12,500,000 | 14,400,000 | ||
Other current assets | 100,000 | 5,600,000 | ||
Accounts payable | (14,500,000) | 43,700,000 | ||
Related party payable | (100,000) | 0 | ||
Accrued expenses and other liabilities | (4,900,000) | 6,100,000 | ||
Changes in other operating assets and liabilities, net | 500,000 | 1,800,000 | ||
Net cash provided by operating activities from continuing operations | 3,200,000 | 78,600,000 | ||
Net cash provided by (used in) operating activities from discontinued operations | 0 | 0 | ||
Net cash provided by operating activities | 3,200,000 | 78,600,000 | ||
Cash flows from investing activities | ||||
Additions to property and equipment | (12,700,000) | (27,600,000) | ||
Proceeds from the disposal of property and equipment | 4,700,000 | 600,000 | ||
Proceeds from reimbursement for certain capital expenditures incurred | 500,000 | 8,400,000 | ||
Proceeds withdrawn from trust account | 501,100,000 | 0 | ||
Cash paid for asset and business acquisitions | (360,600,000) | (65,600,000) | ||
Net cash provided by (used in) investing activities | 133,000,000 | (84,200,000) | ||
Cash flows from financing activities | ||||
Proceeds from issuance of common stock | 234,900,000 | 0 | ||
Redemption of common stock | (298,500,000) | 0 | ||
Proceeds from Sponsor convertible note and Sponsor promissory note | 700,000 | 0 | ||
Repayment of Sponsor convertible note and Sponsor promissory note | (1,000,000) | 0 | ||
Repurchases of membership units | 0 | 0 | ||
Tax distributions associated with membership interests | 0 | 0 | ||
Purchase of additional noncontrolling equity interest in Nexeo Plaschem | 0 | 0 | ||
Proceeds from short-term debt | 13,300,000 | 40,600,000 | ||
Repayments of short-term debt | (12,800,000) | (39,300,000) | ||
Proceeds from issuance of long-term debt | 972,500,000 | 773,800,000 | ||
Repayments of long-term debt and capital lease obligations | (205,400,000) | (762,000,000) | ||
Repayment of Predecessor long-term debt | (767,300,000) | 0 | ||
Payments of debt issuance costs | (25,300,000) | (1,300,000) | ||
Net cash provided by (used in) financing activities | (88,900,000) | 11,800,000 | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 200,000 | ||
Increase (decrease) in cash and cash equivalents | 47,300,000 | 6,400,000 | ||
Cash and cash equivalents at the beginning of the period | 200,000 | 47,500,000 | ||
Cash and cash equivalents at the end of the period | 47,500,000 | $ 200,000 | 53,900,000 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 16,900,000 | 46,100,000 | ||
Cash paid during the period for taxes (net of refunds) | 2,900,000 | 6,900,000 | ||
Supplemental disclosure of non-cash operating activities: | ||||
Non-cash payment of deferred underwriting fees | 18,300,000 | 0 | ||
Supplemental disclosure of non-cash investing and non-cash financing activities: | ||||
Non-cash capital expenditures | 3,200,000 | 17,300,000 | ||
Non-cash intangible assets acquired | 0 | 3,700,000 | ||
Non-cash capital lease obligations | 200,000 | $ 15,300,000 | ||
Period acquiree is included in operations | 114 days | |||
Predecessor | ||||
Cash flows from operations | ||||
Net income (loss) from continuing operations | (13,900,000) | $ 21,200,000 | ||
Adjustments to reconcile to cash flows from operations: | ||||
Depreciation and amortization | 37,700,000 | 52,600,000 | ||
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization | 6,100,000 | 8,700,000 | ||
Non-cash transaction costs | 0 | 0 | ||
Provision for bad debt | 1,200,000 | 600,000 | ||
Inventory impairment | 0 | 1,600,000 | ||
Impairment charge due to natural disasters | 0 | 0 | ||
Deferred income taxes | 1,100,000 | 2,800,000 | ||
Equity-based compensation charges | 2,700,000 | 1,200,000 | ||
Change in fair value of contingent consideration obligations | 0 | 0 | ||
(Gain) loss from sales of property and equipment | (2,000,000) | (2,500,000) | ||
Gain related to reimbursements of certain capital expenditures incurred | 0 | 0 | ||
Gain from debt extinguishment, net | (600,000) | (600,000) | ||
Changes in assets and liabilities: | ||||
Accounts and notes receivable | 34,400,000 | 109,700,000 | ||
Inventories | 8,400,000 | 50,500,000 | ||
Other current assets | (4,100,000) | 8,200,000 | ||
Accounts payable | 13,400,000 | (104,800,000) | ||
Related party payable | (300,000) | (1,600,000) | ||
Accrued expenses and other liabilities | (9,700,000) | 5,900,000 | ||
Changes in other operating assets and liabilities, net | (4,900,000) | 1,200,000 | ||
Net cash provided by operating activities from continuing operations | 69,500,000 | 154,700,000 | ||
Net cash provided by (used in) operating activities from discontinued operations | 100,000 | (600,000) | ||
Net cash provided by operating activities | 69,600,000 | 154,100,000 | ||
Cash flows from investing activities | ||||
Additions to property and equipment | (14,200,000) | (35,600,000) | ||
Proceeds from the disposal of property and equipment | 2,400,000 | 4,100,000 | ||
Proceeds from reimbursement for certain capital expenditures incurred | 0 | 0 | ||
Proceeds withdrawn from trust account | 0 | 0 | ||
Cash paid for asset and business acquisitions | 0 | 0 | ||
Net cash provided by (used in) investing activities | (11,800,000) | (31,500,000) | ||
Cash flows from financing activities | ||||
Proceeds from issuance of common stock | 0 | 0 | ||
Redemption of common stock | 0 | 0 | ||
Proceeds from Sponsor convertible note and Sponsor promissory note | 0 | 0 | ||
Repayment of Sponsor convertible note and Sponsor promissory note | 0 | 0 | ||
Repurchases of membership units | (100,000) | 0 | ||
Tax distributions associated with membership interests | 0 | (100,000) | ||
Purchase of additional noncontrolling equity interest in Nexeo Plaschem | 0 | (34,300,000) | ||
Proceeds from short-term debt | 20,900,000 | 39,600,000 | ||
Repayments of short-term debt | (17,100,000) | (51,700,000) | ||
Proceeds from issuance of long-term debt | 292,100,000 | 495,800,000 | ||
Repayments of long-term debt and capital lease obligations | (417,300,000) | (531,100,000) | ||
Repayment of Predecessor long-term debt | 0 | 0 | ||
Payments of debt issuance costs | 0 | 0 | ||
Net cash provided by (used in) financing activities | (121,500,000) | (81,800,000) | ||
Effect of exchange rate changes on cash and cash equivalents | 300,000 | (1,300,000) | ||
Increase (decrease) in cash and cash equivalents | (63,400,000) | 39,500,000 | ||
Cash and cash equivalents at the beginning of the period | $ 64,300,000 | 127,700,000 | 88,200,000 | |
Cash and cash equivalents at the end of the period | 64,300,000 | 127,700,000 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 32,900,000 | 56,300,000 | ||
Cash paid during the period for taxes (net of refunds) | 3,400,000 | 4,400,000 | ||
Supplemental disclosure of non-cash operating activities: | ||||
Non-cash payment of deferred underwriting fees | 0 | 0 | ||
Supplemental disclosure of non-cash investing and non-cash financing activities: | ||||
Non-cash capital expenditures | 16,500,000 | 15,300,000 | ||
Non-cash intangible assets acquired | 0 | 0 | ||
Non-cash capital lease obligations | $ 14,300,000 | $ 12,700,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 12 Months Ended |
Sep. 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 WL Ross Holding Corp.("WLRH") and Nexeo Solutions Holdings, LLC ("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 “Successor” for the periods after the Closing Date and a “Predecessor” for the periods prior to the Closing Date. In the Business Combination, WLRH was subsequently renamed "Nexeo Solutions, Inc.", was identified as the acquirer and Successor and Holdings was identified as the acquiree and Predecessor. As a result of the application of the acquisition method of accounting as of the Closing Date, the consolidated financial statements for the Successor and Predecessor periods are presented on a different basis and are, therefore, not comparable. See Note 3 for further discussion of the Business Combination. On the Closing Date, the Company’s Board of Directors approved a change in WLRH’s fiscal year end from December 31st to September 30th. The Successor period in the consolidated financial statements as of September 30, 2016 and for the fiscal year ended September 30, 2016, includes 114 days (June 9, 2016 through September 30, 2016) of the combined operating results, as well as 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. Operating results during the fiscal year ended September 30, 2015 for WLRH are not significant or meaningful and therefore are not presented in the consolidated statements of operations. Operating results for the Predecessor fiscal year ended September 30, 2015 are presented as they are reflective of the ongoing operations of the acquired business. The Predecessor periods in the consolidated financial statements represent the operating results of Holdings and its subsidiaries prior to the Business Combination. Nature of Operations The Company is a global distributor of chemicals products in North America and Asia and a global distributor of plastics in North America, EMEA and Asia. 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. 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 on-site and off-site environmental services, including waste collection, recovery, disposal services and recycling in North America, primarily in the U.S., through its Environmental Services line of business. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and all wholly-owned subsidiaries in which it maintains control. Significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates, Risks, and Uncertainties The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include: • the fair value of assets acquired and liabilities assumed in a business combination; • the assessment of recoverability of long lived assets, including property and equipment, goodwill and intangible assets, income taxes, reserves and environmental remediation; • the estimated useful lives of intangible and depreciable assets; • the grant date fair value of equity-based awards; • the recognition, measurement and valuation of current and deferred income taxes; • the recognition and measurement of contingent consideration related to the TRA liability; and • the recognition and measurement of contingent consideration related to the Deferred Cash Consideration. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. The Company's financial instruments exposed to concentration of credit risk consist primarily of cash and cash equivalents. Although the Company deposits cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risks. No single customer accounted for more than 10% of revenues for any line of business, or on a consolidated basis, and no individual customer represented greater than 5.0% of the outstanding accounts receivable balance for each of the periods reported. The Company had two suppliers that each accounted for approximately 12.1% and 9.9% of consolidated purchases during the fiscal year ended September 30, 2017 and 11.9% and 10.4% for the fiscal year ended September 30, 2016 . For the period from October 1, 2015 through June 8, 2016 these two suppliers accounted for approximately 12.0% and 9.8% of consolidated purchases for the Predecessor. During the fiscal year ended September 30, 2015 , one of these suppliers accounted for 11.9% of the Predecessor's consolidated purchases. Cash and Cash Equivalents All highly liquid temporary investments with original maturities of three months or less are considered to be cash equivalents. See Note 4. Accounts and Notes Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded net of discounts and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers. The Company’s accounts receivable in the U.S. and Canada are collateral under the Credit Facilities. The Company records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. On a recurring basis, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it is probable a receivable will not be recovered. The allowance for doubtful accounts was $2.2 million and $1.4 million at September 30, 2017 and 2016 , respectively, and $3.8 million at September 30, 2015 for the Predecessor. Bad debt expense, net of recoveries is a component of Selling, general and administrative expenses in the consolidated statements of operations. For the fiscal year ended September 30, 2017 net bad debt recovery was $0.2 million and for the fiscal year ended September 20, 2016 net bad debt expense was $0.3 million . Net bad debt expense for the Predecessor period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 was $1.2 million and $0.6 million , respectively. Certain customers of the Company's operations in China are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, are included in Accounts and Notes Receivable on the Company's consolidated balance sheets and totaled $8.3 million and $6.4 million at September 30, 2017 and 2016 , respectively, and $4.5 million at September 30, 2015 for the Predecessor. Inventories Inventories are carried at the lower of cost or market using the weighted average cost method. The Company’s inventories in the U.S. and Canada are collateral under the Credit Facilities. See Note 4. Goodwill and Intangibles The Company had goodwill of $703.0 million and $665.7 million at September 30, 2017 and 2016 , respectively, associated with the Business Combination and asset acquisitions. The purchase consideration of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The estimated fair values are determined after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. To the extent that the purchase consideration exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess is allocated to goodwill. See Note 6. The Company had other intangible assets, net of amortization, of $231.5 million and $215.0 million at September 30, 2017 and 2016 , respectively. These intangible assets, which are amortized on a straight-line basis over their estimated useful lives, consist of customer relationships, supplier relationships, trade names, below-market leases and non-compete agreements. See Note 6. The range of estimated useful lives used to amortize these intangible assets is as follows: Estimated Useful Lives (years) Customer-related 5-13 Supplier-related 10 Trade name 2-10 Below-market leases 1-7 Non-compete agreements 3-10 Property, Plant and Equipment Property, plant and equipment includes plants, buildings, machinery, equipment, software and computer equipment. Property, plant and equipment acquired or constructed in the normal course of business are initially recorded at cost. Property and equipment acquired in business combinations and asset acquisitions are initially recorded at their estimated fair value. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows: Estimated Useful Lives (years) Plants and buildings 5-35 Machinery and equipment 2-30 Software and computer equipment 3-10 Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. Major expenditures for replacements and significant improvements that increase asset values or extend useful lives are capitalized. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal and any resulting gain or loss is reflected in the consolidated statements of operations. See Note 5. Leases The Company leases certain property, plant and equipment in the ordinary course of business. The leases are classified as either capital leases or operating leases. Assets under capital leases are included in Property, plant and equipment, net in the consolidated balance sheets and are depreciated over the lesser of the lease term or the useful life of the assets. Capital lease obligations are included in Short-term borrowings, current portion of long-term debt and capital lease obligations and Long-term debt and capital lease obligations, less current portion, net in the consolidated balance sheets. Generally, lease payments under capital leases are recognized as interest expense and a reduction of the capital lease obligations. Lease payments under operating leases are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term. See Note 13. Impairment of Long-Lived Assets Goodwill . Goodwill is tested for impairment annually as of March 31st 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, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach, if market prices are available, or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented. See Note 6. Other Long-Lived Assets . Property, plant and equipment and other intangible assets with definite lives are tested for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. When an impairment test is performed and the undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. Debt Issuance Costs Costs associated with the ABL Facility are recorded as debt issuance costs, which are included in Other non-current assets in the consolidated balance sheets and are being amortized as interest expense over the contractual lives of the related agreements. Costs associated with non-revolving debt facilities are recorded as a reduction of the long-term debt, and are amortized as interest expense over the contractual lives of the related agreements. See Notes 4 and 7. Commitments, Contingencies and Environmental Costs Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or is realized. Liabilities for environmental remediation costs are recognized when environmental assessments or remediation are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, the divestment or closure of the relevant sites. The amount recognized reflects management’s best estimate of the expenditures expected to be required. Actual environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Actual expenditures that relate to an existing condition caused by past operations and that do not impact future earnings are expensed. Ashland agreed to retain known environmental remediation liabilities and other environmental remediation liabilities for releases of hazardous materials occurring prior to March 31, 2011, and of which Ashland received notice prior to March 31, 2016. See Note 13. Earnings or Loss per Share Basic EPS, which excludes dilution, is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares and the proceeds from such activities, if any, were used to acquire shares of common stock at the average market price during the reporting period. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect and, therefore, such potential shares are excluded from the diluted EPS computation. Per share information is based on the weighted average number of common shares outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options, unvested stock and unvested stock units for the diluted computation. See Note 12. Concentrations of Credit Risk All of the Company’s financial instruments, consisting primarily of accounts and notes receivable and interest rate swaps, involve elements of credit and market risk. The most significant portion of this credit risk relates to non-performance by counterparties. To manage counterparty risk associated with financial instruments, the Company selects and monitors counterparties based on its assessment of their financial strength and on credit ratings, if available. Foreign Currency The reporting currency of the Company is the USD. With few exceptions, the local currency is the functional currency for the Company's foreign subsidiaries. In consolidating the results of operations, income and expense accounts are translated into USD at average exchange rates in effect during the period and asset and liability accounts are translated at period-end exchange rates. Translation gains or losses are recorded in the foreign currency translation component in Accumulated other comprehensive income (loss) in stockholders’ equity and are included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company. Transactions undertaken in currencies other than the functional currency of the subsidiary are translated using the exchange rate in effect as of the transaction date and give rise to foreign currency transaction gains and losses, which the Company includes in Selling, general and administrative expenses in the consolidated statements of operations. Net foreign currency transaction losses from various currencies were $0.6 million and $1.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Net foreign currency transaction losses were $1.6 million and $2.2 million , respectively, for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 for the Predecessor. Revenue Recognition Revenues are recognized when persuasive evidence of an arrangement exists, products are shipped and title is transferred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for product sales is recognized at the time title and risk of loss transfer to the customer, based on the terms of the sale. For products delivered under the Company’s standard shipping terms, title and risk of loss transfer when the product is delivered to the customer’s delivery site. For sales transactions designated Freight on Board shipping point, the customer assumes risk of loss and title transfers at the time of shipment. Deferred revenues may result from (i) delivery delays for products delivered under the Company’s standard shipping terms or (ii) from other arrangements with its customers. Sales are reported net of tax assessed by qualifying governmental authorities. The Company is generally the primary obligor in sales transactions with its customers, retains inventory risk during transit and assumes credit risk for amounts billed to its customers. Accordingly, the Company recognizes revenue primarily based on the gross amount billed to its customers. In sales transactions where the Company is not the primary obligor and does not retain inventory risk, the Company recognizes revenue on a net basis by recognizing only the commission the Company retains from such sales and including that commission in sales and operating revenues in the consolidated statements of operations. Consistent with industry standards, the Company may offer volume-based rebates to large customers if the customer purchases a specified volume with the Company over a specified time period. The determination of these rebates at an interim date involves management judgment. As a result, the Company’s revenues may be affected if a customer earns a rebate toward the end of a year that the Company had not expected or if its estimate of customer purchases are less than expected. The Company has the experience and access to relevant information that the Company believes are necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly if and when actual experience differs from previous estimates. The Company recognizes the rebate obligation as a reduction of revenue based on its estimate of the total volume of purchases from a given customer over the specified period of time. Customer rebates totaled $7.8 million and $2.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Customer rebates totaled $4.0 million and $5.8 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. Rebates due to customers were $4.8 million and $4.2 million at September 30, 2017 and 2016 , respectively, and $4.3 million at September 30, 2015 for the Predecessor. These payables are included in Accrued expenses and other liabilities in the consolidated balance sheets. Supplier Rebates Certain of the Company's vendor arrangements provide for purchase incentives based on the Company achieving a specified volume or dollar value of purchases. The Company records the incentives as a reduction of inventory costs (and related cost of sales) based on its purchases to date and its estimates of purchases for the remainder of the calendar year. The Company receives these incentives in the form of rebates that are payable only when the Company's purchases equal or exceed the relevant calendar year target. Supplier rebates totaled $9.0 million and $3.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Supplier rebates totaled $6.5 million and $13.9 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. Supplier rebates due to the Company were $4.0 million and $4.3 million at September 30, 2017 and 2016 , respectively and $3.4 million at fiscal year ended September 30, 2015 for the Predecessor. These receivables are included in Accounts and notes receivable in the consolidated balance sheets. Shipping and Handling All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and handling of products are included in cost of sales. Expense Recognition Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. The Company's products and services are generally sold without any extended warranties. Selling, general and administrative expenses include sales and marketing costs, advertising, research and development, customer support, environmental remediation and administrative costs. Advertising and research and development costs are expensed as incurred. Advertising expenses totaled $1.8 million and $0.3 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Advertising expenses totaled $1.3 million and $2.2 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. There were no material research and development expenses incurred during any of the periods presented. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Predecessor was organized as a limited liability company and was taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, the Predecessor was not subject to U.S. income taxes. Accordingly, the members of the Predecessor reported their share of the Predecessor’s taxable income on their respective U.S. federal tax returns. The Predecessor’s sole active U.S. corporate subsidiary, Sub Holding, was subject to tax at the entity level in the U.S. The net earnings for financial statement purposes differed from taxable income reportable by the Predecessor to the members as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. The Predecessor was required to make quarterly distributions to its members to fund their tax obligations, if any, attributable to the Predecessor’s taxable income. In some jurisdictions, the Predecessor made such distributions in the form of tax payments paid directly to the taxing authority on behalf of its members. Controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions. See Note 15. Due to Related Party Pursuant to Contingent Consideration Obligations As described in Note 3, as part of the consideration for the Business Combination, the Company entered into the TRA and agreed to pay the Deferred Cash Consideration pursuant to the Merger Agreement. The Company’s obligation for these contingent consideration amounts was initially measured at fair value as of the Closing Date. The Company’s contingent consideration liabilities are required to be recorded at fair value as of the end of each reporting period with any changes in fair value recorded in operating income. 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. See Note 9. Share-Based Compensation The Company accounts for share-based compensation expense for equity instruments granted in exchange for employee and director services. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the vesting period of the equity award grant. The Company’s PSU awards contain both market and performance-based conditions. At the grant date, market conditions are incorporated into the fair value measurement using a Monte Carlo simulation model under the assumptions that performance-based conditions are met and not met. The Company then determines the probability that performance-based conditions will be met and incorporates this into the grant date fair value of the award. The compensation cost for the PSU awards is amortized over the vesting period on a straight-line basis, net of estimated forfeitures. Forfeiture rates are estimated based on consideration of historical forfeitures of the Company's and Predecessor’s actual forfeitures of its share-based compensation awards and a peer group of companies. See Note 10. Recent Accounting Pronouncements Adopted as of September 30, 2017 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. 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. 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 adopted this standard during the three months ended September 30, 2017, and the adoption did not have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expand an entity's ability to hedge nonfinancial risk and financial risk components, and reduce complexity in fair value hedges of interest rate risk. This standard eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line item as the hedged item. The guidance also removes certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The Company adopted this standard during the three months ended September 30, 2017, and it did not have a material impact on the Company's financial position or results of operations. New Accounting Pronouncements Not Yet Adopted as of September 30, 2017 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and require that revenue be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 for all entities by one year. These amendments will be effective in annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations, and will adopt this standard on October 1, 2018. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU require an entity to measure inventory at the lower of cost or net realizable value, whereas guidance previously required an assessment of market value of inventory, with different possibilities for determining market value. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those years, and early adoption is permitted. The Company adopted this standard as of October 1, 2017, and does not expect it to have a material effect on the Company’s financial position or results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. This ASU is effective for fiscal |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Ultra Chem Acquisition On April 3, 2017, the Company completed the Ultra Chem Acquisition for $56.7 million , net of cash acquired of $0.5 million , pursuant to the Ultra Chem Stock Purchase Agreement. Of the purchase price, $10.7 million was initially placed in escrow. Of this amount, $1.0 million was designated for the settlement of the final net working capital adjustment, which was completed during the fourth fiscal quarter of September 30, 2017 and resulted in a reduction of the net purchase price of $0.1 million . The remaining balance of $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 pursuant to 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 $ 13.7 Inventory 9.1 Other current assets 2.4 Property and equipment 0.4 Customer-related intangible 24.0 Trade name 0.3 Non-compete agreements 3.9 Other non-current assets 2.5 Goodwill 28.0 Total assets acquired 84.3 Short-term borrowings 0.9 Accounts payable 12.1 Other current liabilities 4.1 Deferred tax liability — non-current 8.4 Other non-current liabilities 2.1 Total liabilities assumed 27.6 Net assets acquired $ 56.7 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, intangible assets, certain assets and liabilities and the related tax impacts associated with 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. During the fourth quarter of fiscal year 2017, the Company recorded measurement period adjustments to the preliminary purchase price allocation including a decrease in accounts receivable of $0.7 million , a decrease in inventory of $1.4 million , an increase of $2.0 million to customer-related intangible, an increase of $0.2 million to non-compete agreements, an increase in deferred tax liabilities of $8.4 million and a decrease in accounts payable of $0.9 million . The Company also recognized indemnification receivables totaling $1.8 million related to certain tax-related contingent liabilities. As described above, the Company also decreased the consideration paid for the Ultra Chem Acquisition as a result of the final net working capital adjustment of $0.1 million . These adjustments resulted in a net increase in goodwill of $5.5 million . As a result of these adjustments, an additional $0.1 million of amortization expense related to the identified intangible assets and a reduction in the amount recognized in income for the inventory step up fair value of $0.2 million were recognized during the fourth quarter of fiscal year 2017. Transaction costs incurred by the Company associated with the Ultra Chem Acquisition were $1.8 million during the fiscal year ended September 30, 2017 . Of this amount, approximately $1.1 million were recorded in Transaction Costs and $0.7 million were recorded in S elling, general and administrative expenses in the 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 Group. Accordingly, accounts receivable included an adjustment of $1.5 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 $1.0 million was recognized in income during the fiscal year ended September 30, 2017, which is included in Cost of sales and operating expenses in the consolidated statement 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. Other current assets also include indemnification assets recorded in connection with the recognition of tax-related contingent liabilities assumed. The indemnification assets represented the reimbursement the Company would reasonably expect to receive from funds initially held in escrow pursuant to the purchase agreement if the liabilities were asserted by the relevant tax authority. Property and Equipment Property 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 $24.0 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 $3.9 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 the comparative future cash flows associated with the non-compete agreements 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. Other non-current assets also included indemnification assets recorded in connection with the recognition of tax-related contingent liabilities assumed, and the expected value of certain assets pledged as a guarantee to the Ultra Chem Group in connection with transactions with a particular customer. The indemnification assets represented the reimbursement the Company reasonably expected to receive from funds initially held in escrow pursuant to the purchase agreement if the related liabilities were asserted by the relevant tax authority. 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 the Ultra Chem Group 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 reflected in "—Preliminary Purchase Consideration Allocation" 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, and the expected value of certain assets pledged as a guarantee to the Ultra Chem Group which would have to be returned to the third party under certain circumstances. The Company's assessment of the fair value of these liabilities is preliminary, and will be completed within twelve months of the Ultra Chem Closing Date. Deferred Taxes Deferred tax assets and liabilities are attributable to the difference between the estimated fair values allocated to inventory, property 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. The estimates of deferred taxes are preliminary as the fair value assessments of the acquired assets and liabilities have not been fully completed. Impact of the Ultra Chem Acquisition on the Company’s Consolidated Financial Information For the fiscal year ended September 30, 2017 , the Company’s consolidated sales and operating revenues and net income include $37.2 million and $2.0 million , respectively, related to the operations of the acquired business since the Ultra Chem Closing Date. Asset Acquisitions In December 2016, the Company acquired 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 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 consolidated balance sheet. The acquired intangible assets will be fully amortized over estimated useful lives ranging between 10 and 13 years. In April 2017, the Company acquired 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 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 consolidated balance sheet. The customer list will be amortized over an estimated useful life of five years. In August 2017, the Company acquired customer contracts, a customer list and certain trademarks. As part of this transaction, the Company entered into a supply agreement. The total consideration associated with this transaction was $2.2 million , and the Company recognized intangible assets of the same amount which are included in Other intangible assets, net of amortization on the Company's consolidated balance sheet. The acquired intangible assets will be fully 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 (1) 276.7 Founder Shares transferred to Selling Equityholders (1) 30.2 Contingent consideration - Fair value of Deferred Cash Consideration 45.4 Contingent consideration - Fair value of TRA (2) 89.8 Total purchase consideration (3) $ 802.7 (1) See Note 11. (2) During the fiscal year ended September 30, 2017, the Company recorded adjustments of $5.6 million . See below. (3) 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 September 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 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 fiscal year ended September 30, 2017, the Company completed its fair value assessment of the TRA liability as of the Closing Date and recorded adjustments totaling $5.6 million 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. Including these adjustments, the estimated fair value of the TRA liability as of the Closing Date was $89.8 million and the undiscounted cash flows associated with the TRA liability 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 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 Price 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 fiscal year ended September 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 , 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 $0.9 million and $21.3 million during the fiscal years ended September 30, 2017 and 2016 , respectively. The Company also incurred a total of $25.3 million of debt issuance costs related to the Credit Facilities in connection with the consummation of the Business Combination. Transaction costs incurred by the Predecessor associated with the Business Combination were $33.4 million for the period from October 1, 2015 through June 8, 2016 . 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). An 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 consolidated statement 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. Additionally, as a result of the Business Combination, the Company recognized $1.3 million for certain tax receivables. 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); and 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 allocation of the purchase consideration above, the Company expects approximately $243.8 million to be deductible for tax purposes as of September 30, 2017 . Short-Term Borrowings and Current Portion of Capital Leases. Short-term borrowings and current portion of capital leases includes short-term borrowings of the Company's operations in China 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 as 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 p |
Certain Balance Sheet Informati
Certain Balance Sheet Information | 12 Months Ended |
Sep. 30, 2017 | |
Certain Balance Sheet Information [Abstract] | |
Certain Balance Sheet Information | Certain Balance Sheet Information Cash and Cash Equivalents Cash and cash equivalents were $53.9 million as of September 30, 2017 and $47.5 million as of September 30, 2016 . These amounts included the following: September 30, 2017 September 30, 2016 Cash held by foreign subsidiaries $ 36.8 $ 41.9 Non-USD denominated currency held by foreign subsidiaries $ 31.1 $ 36.9 Currency denominated in RMB $ 8.5 $ 6.5 Non-USD denominated currency held by foreign subsidiaries was primarily in Euros 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 September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Finished products $ 310.6 $ 311.7 Supplies 4.9 4.1 Total $ 315.5 $ 315.8 As reflected in the consolidated statement of cash flows for the fiscal year ended September 30, 2015, the Predecessor recorded a $1.6 million non-cash impairment charge related to inventory on hand for certain chemical products in Asia. The decline in the value of these products was associated with the decline of oil prices as the prices for these products are closely correlated to this feedstock price. 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 September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Debt issuance costs of revolving credit facilities $ 5.1 $ 6.4 Other 5.5 4.3 Total $ 10.6 $ 10.7 Other non-current assets as of September 30, 2017 includes approximately $2.1 million of assets related to indemnification assets associated with the recognition of tax-related contingent liabilities assumed, and the expected value of certain assets pledged as a guarantee to the Ultra Chem Group in connection with transactions with a particular customer. The purchase price allocation of the Ultra Chem Acquisition is preliminary and the initial fair value assessments of these items may change within the twelve month measurement period. See Note 3. As a result of TLB Amendment No. 1, the Company incurred debt issuance costs of $1.3 million during the fiscal year ended September 30, 2017 . During the fiscal year ended September 30, 2016 , the Company incurred debt issuance costs of $25.3 million in connection with the Credit Facilities. Of these, $6.8 million related to the ABL Facility and were recorded in Other non-current assets on the consolidated balance sheet. The remaining $18.5 million of debt issuance costs related to the Term Loan Facility and were recorded as a reduction of the debt. See Note 7. Amortization of debt issuance costs related to the ABL Facility recorded in Interest expense in the consolidated statements of operations was $1.3 million and $0.4 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Amortization of debt issuance costs related to the Predecessor ABL Facility recorded in interest expense was $2.1 million for the period from October 1, 2015 through June 8, 2016 and $3.0 million for the fiscal year ended September 30, 2015 for the Predecessor. Investments and Cash Previously Held in Trust Prior to the Business Combination, the Company held in a trust account securities which the Company had the ability and intent to hold until maturity. Held-to-maturity treasury securities were recorded at amortized cost and adjusted for the amortization of the original discount. During the fiscal year ended September 30, 2016, the Company recognized $0.5 million of amortization related to the original discount, which was recorded in Interest income in the consolidated statement of operations. As part of the Business Combination, the Company withdrew all $501.1 million of proceeds from the trust account. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Land $ 51.0 $ 50.4 Plants and buildings (1) 106.5 89.8 Machinery and equipment (2) 152.8 130.5 Software and computer equipment 63.3 49.0 Construction in progress 5.0 16.5 Total 378.6 336.2 Less accumulated depreciation (3) (62.5 ) (13.6 ) Property, plant and equipment, net $ 316.1 $ 322.6 (1) Includes $13.7 million as of September 30, 2017 related to facilities acquired under capital leases. (2) Includes $27.2 million and $25.2 million, respectively, related to equipment acquired under capital leases. (3) Includes $4.9 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Depreciation expense $ 48.2 $ 13.6 $ 27.1 $ 36.8 *The fiscal year ended September 30, 2016 includes 114 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 consolidated balance sheets are certain closed facilities located in the U.S., which collectively have a carrying value of $1.2 million as of September 30, 2017 and 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. During the fourth quarter of fiscal year 2017, the Company's facilities were adversely effected by three major hurricanes. Hurricane Harvey caused extensive flooding and costly physical damage along the Texas Gulf Coast, while Puerto Rico suffered a direct hit from Hurricanes Irma and Maria. The Company has recorded an impairment charge of $1.4 million to Cost of sales and operating expenses in the Company’s consolidated income statement related to these natural disasters. During the fourth quarter of fiscal year 2017, the Company entered into a purchase agreement to buy land currently leased at one of the Company's distribution centers. The purchase is expected to be finalized during fiscal year 2018 for approximately $10.8 million . 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 for $4.6 million , net of costs incurred. 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 lease agreement includes three , five year renewal options. The Montgomery Lease is accounted for as a capital lease and began in the first quarter of fiscal year 2017 at an initial cost of $13.2 million . During the fiscal years ended September 30, 2017 and 2016 , the Company recorded a gain of $8.1 million and $0.8 million , respectively, related to capital expenditures incurred in connection with the relocation and reimbursed by the Illinois Tollway Authority, which is included in Other Income on the consolidated statements of operations. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Sep. 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, 2015 $ — $ — $ — $ — Business Combination 331.9 274.1 63.0 669.0 Foreign currency translation (0.3 ) (3.0 ) — (3.3 ) Balance at September 30, 2016 $ 331.6 $ 271.1 $ 63.0 $ 665.7 Measurement period adjustments 2.7 1.2 0.5 4.4 Ultra Chem Acquisition 28.0 — — 28.0 Foreign currency translation 0.5 4.4 — 4.9 Balance at September 30, 2017 $ 362.8 $ 276.7 $ 63.5 $ 703.0 Goodwill amounts by reportable segment at September 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 for the Chemicals 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. For purposes of the impairment testing of the Company's recognized goodwill, fair value measurements are 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 considers a market approach using the comparable company method to verify if is comparable to the income approach. As of the Company’s annual impairment test performed as of March 31, 2017, 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% . In consideration of these thresholds and of circumstances occurring after March 31, 2017, including a recent decline in the Company’s stock price, the Company performed an additional goodwill impairment analysis as of September 30, 2017. The result of this analysis indicates the fair values of the Company's reporting units exceed their respective carrying amounts by more than 20% . The increase in the excess of fair value of the reporting units carrying amounts compared to the previous test was associated with various factors, including a slightly lower discount rate driven by certain market inputs, which increased the fair value of the reporting units, and lower leverage and working capital levels which reduced the carrying value of the reporting units as of September 30, 2017. In both tests, 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 valuations based on the income approach are considered to be an appropriate valuation methodology for the annual goodwill impairment test. The Company concluded that goodwill was not impaired as of March 31 2017 and September 30, 2017. The 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. 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 Definite-lived intangible assets at September 30, 2017 and September 30, 2016 consisted of the following: September 30, 2017 September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Accumulated Net Customer-related $ 234.6 $ (23.7 ) $ 210.9 $ 200.3 $ (5.2 ) $ 195.1 Supplier-related 1.5 (0.1 ) 1.4 — — — Trade name 22.3 (7.0 ) 15.3 21.0 (1.7 ) 19.3 Below-market leases 0.7 (0.3 ) 0.4 0.7 (0.1 ) 0.6 Non-compete agreements 4.2 (0.7 ) 3.5 — — — Total $ 263.3 $ (31.8 ) $ 231.5 $ 222.0 $ (7.0 ) $ 215.0 Amortization expense recognized on the intangible assets described above was as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Amortization expense $ 24.9 $ 7.0 $ 10.6 $ 15.8 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. Expected amortization expense for the next five years is as follows: 2018 $ 27.5 2019 27.3 2020 24.9 2021 20.6 2022 20.4 |
Debt
Debt | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at September 30, 2017 and 2016 are summarized below: September 30, 2017 September 30, 2016 Short-term borrowings $ 40.8 $ 38.4 Current portion of long-term debt and capital lease obligations 10.3 9.3 Total short-term borrowings and current portion of long term debt and capital lease obligations, net $ 51.1 $ 47.7 Long-term debt outstanding at September 30, 2017 and 2016 is summarized below: September 30, 2017 September 30, 2016 ABL Facility $ 139.3 $ 117.7 Term Loan Facility 646.9 653.4 Capital lease obligations (1) 37.5 24.8 Total long-term debt 823.7 795.9 Less: unamortized debt discount (2) (2.7 ) (3.2 ) Less: debt issuance costs (3) (16.7 ) (17.8 ) Less: current portion of long-term debt and capital lease obligations (10.3 ) (9.3 ) Long-term debt and capital lease obligations, less current portion, net $ 794.0 $ 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 September 30, 2017 Bank of America - China (1) $ 24.3 $ 23.8 4.3 % $ — $ 0.5 Bank of Communications - China (2) 22.5 17.0 5.3 % 5.3 0.2 Total $ 46.8 $ 40.8 $ 5.3 $ 0.7 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 . The ABL Facility matures on June 9, 2021 . Provided no default or event of default, 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 . The ABL Facility includes a letter of credit sub-facility, which permits up to $200.0 million of letters of credit under the U.S. Tranche (which may be denominated in USD, Euros or other currencies approved by the administrative agent and the issuing bank) and up to the USD equivalent of $10.0 million of letters of credit under the Canadian Tranche (which may be denominated in CAD only). The ABL Facility also contains a FILO Tranche which can be used by any non-Canadian foreign subsidiary for loans or letters of credit up to an aggregate amount not to exceed $30.0 million . The amount of available credit changes every month, depending on the amount of eligible receivables and inventory the ABL Borrowers have available to serve as collateral. In general, the facility is limited to the lesser of (i) the aggregate commitment or (ii) the sum of (a) 90.0% of eligible accounts receivable, as defined therein, and (b) 85.0% of the orderly liquidation value of the eligible inventory and (c) 100.0% of cash and cash equivalents held in blocked accounts, as defined, maintained by the ABL Agent, for each ABL Borrower. Available credit for the U.S. and Canadian Tranches are calculated separately, and the borrowing base components are subject to customary reserves and eligibility criteria. 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 ABL Facility requires that if the sum of (i) excess availability, as defined (for the ABL Borrowers) and (ii) the amount by which the then-current borrowing base exceeds the aggregate commitments under the ABL Facility (for the ABL Borrowers) is less than the greater of (a) $40.25 million and (b) 10.0% of the Line Cap (as defined in the ABL Facility), the ABL Borrowers shall comply with a minimum fixed charge coverage ratio of at least 1.0 to 1.0 . In addition, the ABL Facility contains negative covenants that restrict Holdings and its subsidiaries, including the ABL Borrowers from, among other things, incurring additional debt, granting liens, entering into guarantees, entering into certain mergers, making certain loans and investments, disposing of assets, prepaying certain debt, declaring dividends, modifying certain material agreements or changing the business it conducts. The ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, as amended from time to time, material judgments, actual or asserted failure of any guaranty or security document supporting the ABL Facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under the ABL Facility are entitled to take various actions, including the acceleration of amounts due under the ABL Facility and all actions permitted to be taken by a secured creditor. The weighted average interest rate on borrowings under the ABL Facility was 2.87% at September 30, 2017 . Solutions had the USD equivalent of $71.3 million in outstanding letters of credit under the ABL Facility at September 30, 2017 . The collective credit availability under the U.S. and Canadian Tranches of the ABL Facility was the U.S. equivalent of $277.8 million at September 30, 2017 . There was $5.0 million availability under the FILO Tranche at September 30, 2017 . 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 $667.2 million in the aggregate as of September 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 consolidated balance sheet to be amortized as interest expense over the remaining term of the ABL Facility. See Note 4. As of September 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, as defined therein and 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. Borrowings under the Term Loan Facility bear interest at the borrower’s option at either (i) the LIBOR rate determined by reference to the costs of funds for USD deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 1.0% , plus an applicable margin of 4.25% or (ii) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by Bank of America, N.A. as its "prime rate," (b) the federal funds effective rate plus 0.50% and (c) a one-month LIBOR rate plus 1.0% , plus an applicable margin of 3.25% . 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 Term Loan Facility matures on June 9, 2023. The interest rate for the Term Loan Facility was 5.02% at September 30, 2017 . The Company amortized $0.5 million of debt discount to interest expense during the fiscal year ended September 30, 2017 . On March 22, 2017, the Company completed TLB Amendment No. 1 amending the 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. Additionally, the Term Loan Facility requires Solutions to make mandatory principal payments on an annual basis, commencing with the fiscal year ending 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. The Company was not required to make such mandatory principal payment for the fiscal year ended September 30, 2017 . Solutions generally has the right to prepay loans in whole or in-part, without incurring any penalties for early payment. The Term Loan Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict Holdings’ ability and the ability of its subsidiaries to incur additional indebtedness, pay dividends on its capital stock or redeem, repurchase or retire its capital stock or other indebtedness, make investments, loans and acquisitions, create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries, engage in transactions with its affiliates, sell assets, including capital stock of its subsidiaries, alter the business it conducts, consolidate or merge, incur liens. The Term Loan Facility does not require Solutions to comply with any financial maintenance covenants and contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. Obligations under the Term Loan Facility are secured by a first 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, 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 September 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 $2.4 million and $0.7 million for the fiscal years ended September 30, 2017 and 2016 , respectively. As a result of TLB Amendment No. 1, the Company incurred debt issuance costs of $1.3 million during the fiscal year ended September 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 was $3.6 million for the period from October 1, 2015 through June 8, 2016 and $4.1 million for the fiscal year ended September 30, 2015 for the Predecessor. Capital Lease Obligations The capital lease obligation balance of $37.5 million as of September 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 less than $0.1 million , for aggregate interest payments totaling $3.7 million . The Montgomery Lease obligation excludes decreasing annual interest payments ranging from $1.0 million to $0.1 million , for aggregate interest payments of $13.6 million . See Note 5. Debt Obligations The following table sets forth future principal payments on debt and capital lease obligations at September 30, 2017 : 2018 $ 51.1 2019 9.6 2020 9.6 2021 148.7 2022 13.2 Thereafter 632.3 Total $ 864.5 |
Derivatives
Derivatives | 12 Months Ended |
Sep. 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 fiscal year ended September 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 September 30, 2017 and September 30, 2016 consisted of the following: Recorded to September 30, 2017 September 30, 2016 Long-term derivative asset Other non-current assets $ 0.3 $ — Short-term derivative liability Accrued expenses and other liabilities $ 1.1 $ — Long-term derivative liability Other non-current liabilities $ 0.2 $ — Other Comprehensive Income (1) Accumulated other comprehensive income $ — $ — (1) Other Comprehensive Income for the fiscal year ended September 30, 2017 was less than $0.1 million Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017, to mitigate the exposure to interest rate risk related to the variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment penalty of $0.3 million was paid and recorded in Transaction related costs in the consolidated statement of operations. 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 Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Realized loss Interest expense $ 2.0 $ 0.3 $ 0.6 Unrealized gain, net of tax Other comprehensive income $ — $ 0.3 $ 0.2 Unrealized losses related to the interest-rate swaps for the fiscal year ended September 30, 2017 were net of a tax benefit impact of less than $0.1 million . There was no material tax impact for the Predecessor periods presented. At September 30, 2017 , $0.9 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 Company and Predecessor’s derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 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 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 September 30, 2017 and 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 fiscal year ended September 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 $35.1 million and $35.0 million as of September 30, 2017 and 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 $105.1 million and $83.4 million as of September 30, 2017 and 2016 , respectively. As of September 30, 2017 , $12.5 million was classified in Current Liabilities in the consolidated balance sheets. 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. A 100 basis point increase in the discount rate compared to the discount rate used at the September 30, 2017 valuation would have resulted in a decrease of approximately $0.9 million in the value of the liability for the contingent consideration related to the TRA. Additionally, this cash flow model is sensitive to changes in prevailing tax rates. A 100 basis point decrease in the tax rate compared to the tax rate used at the September 30, 2017 valuation would have resulted in a decrease of approximately $2.9 million in the value of the liability for the contingent consideration related to the TRA. During the fiscal year ended September 30, 2017 , the Company recorded a $5.6 million measurement period 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 fiscal years ended September 30, 2017 and 2016 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2015 $ — $ — $ — Acquisition date contingent consideration fair value 84.2 45.4 129.6 Change in fair value of contingent consideration (1) (0.8 ) (10.4 ) (11.2 ) 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) 16.1 0.1 16.2 Contingent consideration as of September 30, 2017 $ 105.1 $ 35.1 $ 140.2 (1) Included in Operating income in the 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 September 30, 2017 , the Company recorded $0.3 million in Other non-current assets, $1.1 million in Accrued expenses and other liabilities and $0.2 million in Other non-current liabilities in the consolidated balance sheet related to these instruments. Prior to the Business Combination, the Predecessor was a party to interest rate swap agreements of varying expiration dates through March 2017 to mitigate the exposure to interest rate risk related to the variable-rate Predecessor Term Loan Facility. As a result of the Business Combination, the Predecessor Term Loan Facility was extinguished, the related swap agreements were terminated and an early termination payment of $0.3 million was made and recorded during the Predecessor period of October 1, 2015 through June 8, 2016 in Transaction related costs in the consolidated statement of operations. During the fiscal years ended September 30, 2017 and 2016 , the Company 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 | 12 Months Ended |
Sep. 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 under the 2016 LTIP after March 20, 2026. The 2016 LTIP permits the grant of up to 9,000,000 shares of the Company's 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 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 fiscal years ended September 30, 2017 and 2016 , the Company granted 212,000 and 1,542,500 PSUs, respectively, to certain officers and employees. The performance aspect of the PSUs vest 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 common stock during the approximate three -year performance period, a recipient of the award is entitled to receive a number of shares of common stock equal to a percentage, ranging from 0% to 200% , of the initial award granted, with a 35% total stockholder return entitling the recipient to receive 100% of the award granted. If the Company’s total stockholder 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 stockholder return is between negative 15% and 0% , a recipient is entitled to receive a number of shares of common stock between 50% and 70% of the number of PSUs granted. If the cumulative Adjusted EBITDA target is not met, or the total stockholder 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 two to three years, and a risk-free interest rate of between 0.9% and 1.3% . The following table summarizes PSU activity during the fiscal year ended September 30, 2017 : Units 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 (230,500 ) 9.07 Unvested PSUs at September 30, 2017 1,524,000 $ 8.92 As of September 30, 2017 , the Company may issue up to 3,048,000 shares of common stock related to the outstanding PSU awards described above under the 2016 LTIP. The PSU awards are accounted for as equity instruments, and the Company recognized compensation cost of $4.5 million and $1.3 million as a component of Selling, general and administrative expenses on the consolidated statements of operations for the fiscal years ended September 30, 2017 and 2016 , respectively, related to the PSUs. As of September 30, 2017 , the outstanding PSUs had a weighted-average remaining contract life of 1.7 years. As of September 30, 2017 , there was $7.5 million of total unrecognized compensation cost related to non-vested PSUs. During the fiscal years ended September 30, 2017 and 2016 , the Company also granted 77,458 and 64,518 shares of restricted stock, respectively, 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 fiscal year ended September 30, 2017 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2016 64,518 $ 9.27 Grants 77,458 8.26 Vested (53,765 ) 9.27 Forfeited/Canceled (10,753 ) 9.27 Restricted stock at September 30, 2017 77,458 $ 8.26 The restricted stock awards are accounted for as equity instruments, and the Company recognized compensation expense of $0.6 million and $0.1 million as a component of Selling, general and administrative expenses on the consolidated statements of operations for the fiscal years ended September 30, 2017 and 2016 , respectively, related to the restricted stock. As of September 30, 2017 , there was $0.5 million of total unrecognized compensation expense related to restricted stock, and a weighted average remaining life of 0.8 years. During the fiscal year ended September 30, 2016, 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 fiscal year ended September 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 $0.3 million and $0.1 million as a component of Selling, general and administrative expenses on the consolidated statements of operations for the fiscal years ended September 30, 2017 and 2016 , respectively, related to these awards. As of September 30, 2017 , there was $0.4 million of total unrecognized compensation cost related to these awards, and a weighted average remaining life of 1.7 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 fiscal year ended September 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 fiscal year ended September 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 September 30, 2017 24,500 $ 7.28 The RSUs are accounted for as equity instruments, and the Company recognized compensation cost of $0.1 million as a component of Selling, general and administrative expenses on the consolidated statements of operations during the fiscal year ended September 30, 2017 related to the RSUs. As of September 30, 2017 , there was $0.1 million of total unrecognized compensation cost related to the RSUs, and a weighted average remaining life of 2.1 years. During the fiscal year ended September 30, 2017 , 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 fiscal year ended September 30, 2017, 3,500 of the phantom RSUs were forfeited and all of 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, the remaining phantom RSU 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 fiscal year ended September 30, 2017 related to these awards. As of September 30, 2017 , there were 7,274,042 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 which allows 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 over twenty-one years of service, 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Contributions recorded as a component of cost of sales and operating expenses $ 4.0 $ 1.3 $ 2.7 $ 3.9 Contributions recorded as a component of selling, general and administrative expenses 6.4 2.2 4.5 6.8 Total contributions $ 10.4 $ 3.5 $ 7.2 $ 10.7 *The fiscal year ended September 30, 2016 includes 114 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 of the Predecessor. 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 of the Predecessor, provided the award holder remained employed with the Predecessor or its subsidiaries 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 of the Predecessor, and as a result, the Predecessor recognized $2.0 million of expense related to Performance-Based Units during the period from April 1, 2016 through June 8, 2016, which is included in Transaction related costs in the consolidated statement of operations. The Predecessor recognized an additional $0.7 million of compensation expense as a component of Selling, general and administrative expenses in the consolidated statement of operations related to the Time-Based Units during the period from October 1, 2015 through June 8, 2016. The following table summarizes the Predecessor Equity Plan activity, including both vested and non-vested units, during the period from September 30, 2014 through June 8, 2016: Units Average Grant Date Fair Value Per Unit Outstanding at September 30, 2014 33,098,768 $ 0.29 Granted 5,747,856 0.23 Forfeited/Canceled (380,000 ) 0.29 Outstanding at September 30, 2015 38,466,624 0.28 Granted 1,028,571 0.16 Forfeited/Canceled (1,597,000 ) 0.25 Outstanding at June 8, 2016 37,898,195 $ 0.22 The following table summarizes the activity for the non-vested Predecessor Equity Plan units during the period from September 30, 2014 through June 8, 2016: Units Average Grant Date Fair Value Per Unit Nonvested at September 30, 2014 21,520,715 $ 0.28 Granted 5,747,856 0.23 Vested (3,809,946 ) 0.31 Forfeited (342,000 ) 0.24 Nonvested at September 30, 2015 23,116,625 0.26 Granted 1,028,571 0.16 Vested (19,871,696 ) 0.16 Forfeited (1,345,000 ) 0.23 Nonvested at June 8, 2016 2,928,500 $ 0.26 All outstanding Series B units of the Predecessor 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 | 12 Months Ended |
Sep. 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 September 30, 2017 , there were 89,353,641 shares of common stock issued and 89,344,065 shares of common stock outstanding and warrants to purchase 25,012,500 shares of common stock at a strike price of $11.50 per share. The Company has units outstanding which consist of one share of common stock and one warrant which are included in the totals above. Prior to the completion of the Business Combination, the Company had 62,531,250 shares of common stock issued and outstanding, consisting of 50,025,000 shares originally sold as part of units issued in the Company’s IPO, consummated on June 11, 2014, and 12,506,250 shares of Founder Shares that were issued to the Sponsor prior to the IPO. All of the 50,025,000 shares of common stock sold as part of the units in the IPO contained a redemption feature which allowed for the redemption of such shares. These redemption provisions generally required the Company to classify these shares outside of permanent equity, except for certain provisions related to ordinary liquidations involving the redemption and liquidation of all of the Company’s equity instruments that allowed the Company to classify a certain amount related to these shares as permanent equity at each reporting period. At March 31, 2016, 47,512,924 of the 50,025,000 public shares with a value of $475.2 million were classified outside of permanent equity at their redemption value. On June 9, 2016, in connection with the completion of the Business Combination, 47,512,924 shares of common stock were reclassified into equity and 29,793,320 shares were redeemed at $10.02 per share. Additionally, the Company issued (i) 27,673,604 new shares of common stock at $10.00 per share to the Selling Equityholders as consideration, (ii) 23,492,306 new shares of common stock at a price of $10.00 per share in private placements with eligible purchasers, (iii) 3,078,578 new shares of common stock to settle the payment of an aggregate of $30.8 million in fees and disbursements outstanding and due to certain of WLRH’s advisors in connection with services and work performed by the advisors, including shares issued to pay the liability of $18.3 million for deferred underwriting fees due upon the completion of a Business Combination from the IPO and (iv) 2,240,000 new shares of common stock in exchange for 22,400,000 warrants to purchase shares of common stock privately placed to Sponsor at the time of the IPO. In connection with the completion of the Business Combination, the Sponsor (on behalf of the Company) transferred 30,000 original Founder Shares to the Company’s prior independent directors ("Director Founder Shares") in connection with services previously rendered to the Company and 3,554,240 Founder Shares with a fair value of $30.2 million to the Selling Equityholders. The fair value of the Founder Shares transferred to the Company’s prior independent directors was recorded as an equity contribution and a transaction related cost in the third quarter of fiscal year 2016. The fair value of the Founder Shares transferred to the directors and the Selling Equityholders was estimated using a Monte Carlo simulation model. The 3,554,240 of Founder Shares that were transferred to the Selling Equityholders was a component of the Business Combination purchase consideration and was recorded by the Company as an equity contribution and included in the purchase consideration. See Note 3. In connection with the consummation of the Business Combination, the Founder Shares, other than the Director Founder Shares, became 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 September 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 September 30, 2017 , there were no shares of preferred stock issued and outstanding. The Company’s second amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Company's common stock and could have anti-takeover effects. The ability of the Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of the Company. Treasury Stock During the fiscal year ended September 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 | 12 Months Ended |
Sep. 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. Fiscal Year Ended Fiscal Year Ended Basic: Net income (loss) $ 14.4 $ (8.4 ) Weighted average number of common shares outstanding during the period 76,752,752 35,193,789 Net income (loss) per common share - basic $ 0.19 $ (0.24 ) Diluted: Net income (loss) $ 14.4 $ (8.4 ) Denominator for diluted earnings per share: Weighted average number of common shares attributable to the period 76,752,752 35,193,789 Incremental common shares attributable to outstanding dilutive options and unvested restricted shares 87,058 — Denominator for diluted earnings per common share 76,839,810 35,193,789 Net income (loss) per common share - diluted $ 0.19 $ (0.24 ) *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. Dilutive computations during the current period contain additional incremental common shares which are attributable to the outstanding unvested restricted stock awards issued to directors and restricted stock units awarded to employees. For the fiscal years ended September 30, 2017 and 2016 , there were 12,476,250 Founder Shares excluded from the basic and diluted computations commencing on the Closing Date because such shares were subject to forfeiture, and PSU awards, 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 fiscal years ended September 30, 2017 and 2016 . As of September 30, 2016 , the shares of unvested restricted stock awards issued to directors were not included in the diluted share calculation as their impact on the Company's net loss would have been antidilutive. There were no restricted stock units outstanding as of September 30, 2016 . The calculation for weighted average number of common shares reflects shares outstanding over the reporting period based on the actual number of days the shares of common stock were outstanding. A large number of shares were issued in connection with the Business Combination on the Closing Date and the weighted average common shares outstanding only incorporates these shares from that date through September 30, 2016, or 114 days. |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 12 Months Ended |
Sep. 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 $25.0 million and $6.9 million for the fiscal years ended September 30, 2017 and 2016 , respectively, and $17.1 million and $26.1 million for the period from October 1, 2015 through June 8, 2016 and for the fiscal year ended September 30, 2015 , respectively, for the Predecessor. Future minimum non-cancellable rental payments as of September 30, 2017 are as follows: 2018 $ 15.9 2019 12.3 2020 8.4 2021 6.4 2022 4.9 Thereafter 3.0 Total $ 50.9 Capital Leases The Company leases certain equipment and facilities under capital lease agreements. As of September 30, 2017 future minimum lease payments under capital leases were as follows: 2018 $ 8.3 2019 7.4 2020 7.4 2021 6.9 2022 10.5 Thereafter 32.0 Total minimum capital lease payments 72.5 Less amount representing executory costs (17.4 ) Less amount representing interest (17.6 ) Present value of net minimum capital lease payments $ 37.5 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 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 obligation under the ADA Purchase Agreement as described above terminated as of March 31, 2016, other than for Retained Remediation Liabilities. 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 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 the 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 | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The table below summarizes activity recorded during the respective periods related to the items described above: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Sales to related entities: TPG $ 3.1 $ 1.7 $ 3.1 $ 8.8 Entities related to members of the Board of Directors $ 0.1 $ — $ — $ — Purchases from related entities: Entities related to members of the Board of Directors $ 1.7 $ — $ — $ — Amounts included in Selling, general and administrative expenses Management fees to TPG $ — $ — $ 2.1 $ 3.3 Consulting fees to TPG $ — $ 0.1 $ 0.4 $ 0.8 Amounts included in Transaction related costs Fee paid in connection with the Business Combination $ — $ — $ 9.9 $ — *The fiscal year ended September 30, 2016 includes 114 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 $0.7 million and $0.6 million at September 30, 2017 and 2016 , respectively, for purchase of products, which were included in Accounts and notes receivable in the Company’s consolidated balance sheets. The Company owed $0.1 million at September 30, 2017 to entities related to members of the Board of Directors, which was included in Accounts payable in the Company’s consolidated balance sheet. 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 $140.2 million as of September 30, 2017 of which $127.7 million was recorded in Due to related party pursuant to contingent consideration obligations in Non-current Liabilities and $12.5 million was recorded in Due to related party pursuant to contingent consideration obligations in Current Liabilities on the Company’s consolidated balance sheet. The fair value of these contingent consideration liabilities was $118.4 million as of September 30, 2016 , and was recorded in Due to related party pursuant to contingent consideration obligations in Non-current Liabilities on the Company’s consolidated balance sheet. 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 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. Pursuant to the management services agreement, the Predecessor paid TPG a success fee of $9.9 million relating to the closing of the Business Combination determined in accordance with the terms of the management services agreement. This fee was recorded in Transaction related costs in the consolidated statement of operations. FPA Subscription Agreement On May 23, 2016, the Company entered into a Subscription Agreement (the "FPA Subscription Agreement") with Sponsor and First Pacific Advisors, LLC ("FPA"), on behalf of certain clients pursuant to which FPA agreed to purchase 18,260,000 shares of common stock on a private placement basis in connection with the Business Combination. Sponsor Subscription Agreement On June 6, 2016, the Company entered into a Subscription Agreement with Sponsor, pursuant to which Sponsor agreed to purchase 1,000,000 shares of common stock on a private placement basis for $10 per share in connection with the Business Combination. Wilbur L. Ross, Jr. was the manager of Sponsor and a former Chairman of the Board of Nexeo Solutions, Inc. PWPI and PWIMF Commitment Agreements On June 6, 2016, the Company entered into a Commitment Agreement with Sponsor and Park West Investors Master Fund, Ltd. ("PWIMF") and a second Commitment Agreement with Sponsor and Park West Partners International, Ltd. ("PWPI") (such agreements collectively, the "PW Commitment Agreements"), pursuant to which PWIMF and PWPI agreed to purchase from redeeming stockholders and withdraw from redemption an aggregate of 3,000,000 public shares of common stock. FPA Commitment Agreement On June 6, 2016, the Company entered into a Commitment Agreement (the "FPA Commitment Agreement") with Sponsor and FPA, pursuant to which FPA agreed not to redeem 2,094,727 public shares of common stock then owned by FPA in connection with the closing of the Business Combination. Sponsor Convertible Notes and Promissory Note On March 31, 2016, the Company issued the March 2016 promissory note to Sponsor pursuant to which the Company could borrow up to $0.75 million . The March 2016 promissory note was interest bearing at 5% per annum and was due and payable on the first to occur of (1) the consummation of Business Combination or (2) June 11, 2016 (or such later date as would have been approved by the Company’s stockholders by amendment of the Company’s charter to complete the Business Combination). Sponsor loaned the Company $0.2 million to cover expenses related to daily operations. In connection with the consummation of the Business Combination, the March 2016 promissory note balance of $0.2 million , including unpaid interest, was paid in full. On January 5, 2016, the Company issued a convertible promissory note, referred to as the "January 2016 convertible note" to Sponsor pursuant to which the Company borrowed $0.4 million from Sponsor for operating expenses. The January 2016 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the January 2016 convertible note could have been converted into warrants to purchase shares of common stock at a conversion price of $0.50 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ( $11.50 per whole share). Each warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred an insignificant amount of interest expense which, under the terms of the January 2016 convertible note, was added to the principal amount. In connection with the consummation of the Business Combination, the January 2016 convertible note balance of $0.4 million , including unpaid interest, was paid in full. On March 26, 2015, the Company issued a convertible promissory note, referred to as the "March 2015 convertible note," to Sponsor pursuant to which, on April 16, 2015, the Company borrowed $0.3 million from Sponsor for operating expenses. The March 2015 convertible note was interest bearing at 5% per annum and was due and payable on June 11, 2016. At the option of Sponsor, any amounts outstanding under the March 2015 convertible note could have been converted into warrants to purchase shares of common stock at a conversion price of $0.60 per warrant. Each warrant would have entitled Sponsor to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ( $11.50 per whole share). Each such warrant would have contained other terms identical to the terms contained in the private placement warrants previously issued to Sponsor. Through March 31, 2016, the Company incurred $14,000 of interest expense which under the terms of the March 2015 convertible note was added to the principal amount. In connection with the consummation of the Business Combination, the March 2015 convertible note balance of $0.3 million , including unpaid interest, was paid in full. Predecessor - Letter Agreement for Chairman’s Services On January 16, 2012, the Predecessor and Dan F. Smith, a member of the Predecessor Board of Directors, entered into a Letter Agreement for Chairman’s Services (together with subsequent extensions, the "Letter Agreement"). In connection with the closing of the Business Combination, the parties agreed to terminate the Letter Agreement and their rights and obligations thereunder. The termination of the Letter Agreement entitled Mr. Smith to a fee of $0.2 million in cash, which is included in Transaction related costs on the Company’s consolidated statement of operations. Predecessor - Consulting Services Agreement The Predecessor had a strategic consulting services agreement with Steven B. Schwarzwaelder, a member of the board of directors of the Predecessor, under which it paid an annual fee of $0.175 million . The Predecessor recorded $0.1 million from October 1, 2015 through June 8, 2016 and $0.2 million for the fiscal year ended September 30, 2015 related to this agreement. This fee was recorded in Selling, general and administrative expenses in the consolidated statements of operations. As a result of the Business Combination, the parties terminated the consulting services agreement and their rights and obligations thereunder. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company provides for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be in effect during the year in which the basis differences reverse. The Company has not recognized deferred taxes for temporary outside basis differences of $85.2 million as of September 30, 2017 , related to investments in foreign subsidiaries that management considers to be permanent in duration. It is not practicable to estimate the amount of the unrecognized deferred income tax liabilities at this time due to the complexities associated with its hypothetical calculation. The Company and its two active U.S. corporate subsidiaries, Blocker and Sub Holding, were both incorporated in the U.S. and as such are subject to U.S. income taxes. The Company and Blocker will file a consolidated U.S. Federal income tax return and both will file various state returns. Sub Holding will file a separate U.S. Federal income tax return and various state tax returns. The Company’s controlled foreign corporations are subject to taxation at the entity level in each of their respective jurisdictions. Holdings is organized as a limited liability company and is taxed as a partnership for U.S. income tax purposes. With the exception of a limited number of state and local jurisdictions, Holdings is not subject to U.S. income taxes. Accordingly, Blocker and the Selling Equityholders (other than the holders of equity interests in Blocker) will report their share of Holdings’ taxable income earned prior to the Closing Date on their respective U.S. federal tax returns. Holdings and its subsidiaries made no tax distributions to, or on behalf of, the Selling Equityholders during the fiscal year ended September 30, 2016 . 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. For financial reporting purposes, income (loss) before income taxes includes the following components: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended U.S. $ 7.9 $ (9.1 ) $ (19.6 ) $ 22.0 Foreign 17.0 1.9 9.9 3.1 Income (loss) before income taxes $ 24.9 $ (7.2 ) $ (9.7 ) $ 25.1 A summary of income tax expense (benefit) is as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Current tax expense (benefit): U.S. - Federal $ 1.3 $ 0.5 $ — $ (1.8 ) U.S. - State 0.5 (0.2 ) (0.1 ) 0.1 Foreign 6.5 2.0 3.2 2.8 Total current tax expense 8.3 2.3 3.1 1.1 Deferred tax expense (benefit): U.S. - Federal 4.6 (0.8 ) 0.4 2.2 U.S. - State 0.2 0.4 0.1 — Foreign (2.6 ) (0.7 ) 0.6 0.6 Total deferred tax expense (benefit) 2.2 (1.1 ) 1.1 2.8 Total income tax expense $ 10.5 $ 1.2 $ 4.2 $ 3.9 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. The reconciliation of the U.S. statutory tax rate to the Company's effective tax rate is as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended U.S. statutory rate 34.0 % 34.0 % 0.0 % 0.0 % Pretax income (loss) at statutory rate $ 8.5 $ (2.5 ) $ — $ — State income taxes 0.9 0.2 — (0.1 ) Statutory rate differential (1.4 ) (0.2 ) 2.5 4.5 FIN 48 expense (benefit) (0.5 ) — 0.1 (0.7 ) Withholding and other taxes 0.5 — 0.3 0.3 Stock basis adjustment — — — (2.7 ) Transaction costs — 5.0 — — Contingent liability 2.4 (1.6 ) — — Permanent differences and other items (0.6 ) 0.3 0.6 (0.7 ) Statutory tax rate changes and differences — (0.2 ) (0.1 ) (0.1 ) True-up to prior year taxes 0.6 — 0.2 2.1 Other — — — 0.3 Valuation allowance 0.1 0.2 0.6 1.0 Income tax expense $ 10.5 $ 1.2 $ 4.2 $ 3.9 Effective tax rate 42.2 % (16.7 )% (43.3 )% 15.5 % *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. Temporary differences that result in significant deferred tax assets and liabilities are as follows: September 30, 2017 September 30, 2016 Deferred Tax Assets Foreign operating losses $ 6.3 $ 5.8 Federal and state operating losses 27.6 14.1 163J interest — 6.7 Unrealized gains/losses 0.2 — Fixed assets and intangibles 0.9 0.6 Compensation and other accruals 2.4 1.0 Other items 0.9 0.4 Valuation allowance (3.1 ) (2.8 ) Total deferred tax assets $ 35.2 $ 25.8 Deferred Tax Liabilities Fixed assets and intangibles $ 23.8 $ 16.1 Compensation and other accruals 0.2 2.7 Investment in partnerships 43.2 28.9 Other items 0.6 0.1 Total deferred tax liabilities $ 67.8 $ 47.8 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At September 30, 2017 , the Company had foreign loss carryforwards of $6.3 million and U.S. loss carryforwards of $27.4 million . In those countries in which net operating losses are subject to an expiration period, the Company's loss carryforwards, if not utilized, will expire at various dates from 2018 through 2038. Based on historical performance, the Company believes that it is more likely than not that taxable income in future years will allow the Company to utilize the carryforwards that have not had a valuation allowance placed against them. At September 30, 2017 and September 30, 2016 , the valuation allowance was $3.1 million , $2.8 million , respectively and for the Predecessor as of September 30, 2015 the valuation allowance was $3.6 million , primarily relating to operations in Asia. 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 September 30, 2017 , management believes it is more likely than not that it will realize the majority of its deferred tax assets. Uncertain Tax Positions U.S. GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured as the amount of benefit that has a greater than 50% likelihood of being realized. Differences between the amount of tax benefits taken or expected to be taken in the income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’s unrecognized income tax benefits, which are recorded as a liability, with the long-term portion included in Other non-current liabilities and the current portion included in Accrued expenses and other liabilities on the Company’s consolidated balance sheets. During the fiscal year ended September 30, 2017 , the Company added income tax-related uncertainties associated with the purchase of Ultra Chem. The initial reserve of $1.3 million , inclusive of interest and penalties, was added in connection with these uncertainties. Accordingly, the Company also recognized indemnification assets related to certain of these income tax-related uncertainties. The indemnification assets were initially included in Other current assets and other non-current assets in the consolidated balance sheets, representing the reimbursement the Company reasonably expected to receive from funds held in escrow pursuant to the purchase agreement. During the fiscal year ended September 30, 2015, the Predecessor completed its evaluation of income tax-related uncertainties associated with the Archway Acquisition, determined that the recognition threshold was met and recorded an initial reserve of $1.4 million associated with these uncertainties. A reconciliation of the beginning and ending amount of unrecognized tax benefits is shown below: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Balance at beginning of period $ 0.9 $ — $ 0.9 $ 0.4 Increases related to positions taken on items from prior years 0.1 — 0.2 1.2 Unrecognized tax benefits assumed related to acquisitions 0.8 0.9 — — Lapse of statute of limitations (0.6 ) — (0.2 ) (0.7 ) Balance at end of period $ 1.2 $ 0.9 $ 0.9 $ 0.9 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense in the consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during all periods. At September 30, 2017 and September 30, 2016 , there was $1.8 million and $1.2 million , respectively, related to uncertain tax positions and at September 30, 2015 , there was $1.1 million related to uncertain tax positions, including related accrued interest and penalties for the Predecessor. The Company believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $0.3 million as a result of the expiration of certain statute of limitations periods and anticipated settlements. The Company or one of its subsidiaries files income tax returns in various state and foreign jurisdictions. Within the U.S., the Company is subject to federal and state income tax examination by tax authorities for periods after December 2014. With respect to countries outside of the U.S., with certain exceptions, the Company’s foreign subsidiaries are subject to income tax audits for years after 2013. |
Segment and Geographic Data
Segment and Geographic Data | 12 Months Ended |
Sep. 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, is included 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 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, the 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 mixed truckloads, or 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 automotive and healthcare 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, 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 used as transfer facilities and through a staff of dedicated on-site waste professionals. The Environmental Services line of business serves multiple end markets such as aerospace and defense, automotive, chemical manufacturing, industrial manufacturing and oil and gas. 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 depreciation and amortization, selling, general and administrative expense and corporate items including transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income. Intersegment revenues were insignificant. No single customer accounted for more than 10.0% of revenues for any line of business for each of the fiscal years reported. In each of the past three fiscal years, polypropylene, a product offering in the Company’s Plastics line of business, was the only product that accounted for over 10.0% of the Company's consolidated net revenue. Polypropylene accounted for 15.5% and 17.6% during the fiscal years ended September 30, 2017 and 2016 , respectively, of total consolidated net revenue. Polypropylene accounted for 17.7% and 14.4% for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively of Predecessor total consolidated net revenue. Two suppliers accounted for 12.1% and 9.9% , respectively, of the consolidated purchases during the fiscal year ended September 30, 2017 , and 11.9% and 10.4% , respectively, for the fiscal year ended September 30, 2016 . Two suppliers accounted for 12.0% and 9.8% , respectively, for the period from October 1, 2015 through June 8, 2016 for the Predecessor consolidated purchases. During the fiscal year ended September 30, 2015 one of these suppliers accounted for 11.9% of the Predecessor consolidated purchases. Although this supplier serves both the Plastics and Chemicals lines of business, the supplier serves primarily the Plastics line of business. 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Sales and operating revenues Chemicals $ 1,667.2 $ 478.1 $ 1,066.4 $ 1,956.1 Plastics 1,841.7 546.7 1,192.2 1,876.1 Other 128.0 40.9 81.5 116.9 Total sales and operating revenues $ 3,636.9 $ 1,065.7 $ 2,340.1 $ 3,949.1 Gross profit Chemicals 205.6 55.7 136.2 224.4 Plastics 167.2 43.6 117.6 155.1 Other 25.6 9.1 18.1 28.5 Total gross profit 398.4 108.4 271.9 408.0 Selling, general and administrative expenses 312.9 91.7 208.9 329.5 Transaction related costs 1.9 21.3 33.4 0.1 Change in fair value of contingent consideration obligations 16.2 (11.2 ) — — Operating income 67.4 6.6 29.6 78.4 Other income 8.3 0.5 2.9 11.4 Interest income (expense) Interest income 0.3 0.8 0.1 0.1 Interest expense (51.1 ) (15.1 ) (42.3 ) (64.8 ) Income (loss) from continuing operations before income taxes $ 24.9 $ (7.2 ) $ (9.7 ) $ 25.1 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. September 30, 2017 September 30, 2016 IDENTIFIABLE ASSETS Chemicals $ 793.6 $ 656.8 Plastics 762.7 708.7 Other 91.0 85.0 Total identifiable assets by reportable segment 1,647.3 1,450.5 Unallocated assets 606.2 628.4 Total assets $ 2,253.5 $ 2,078.9 Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended U.S. $ 2,682.2 $ 808.2 $ 1,779.4 $ 3,029.0 Canada 171.6 46.5 102.4 196.3 Other North America 87.2 18.4 35.4 56.2 Total North America Operations 2,941.0 873.1 1,917.2 3,281.5 EMEA 481.7 130.6 291.9 486.3 Asia 214.2 62.0 131.0 181.3 Total $ 3,636.9 $ 1,065.7 $ 2,340.1 $ 3,949.1 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Unaudited Quarterly Information
Unaudited Quarterly Information | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Information | Unaudited Quarterly Information The following tables contain selected unaudited statement of operations information for each quarter of the fiscal years ended September 30, 2017 and 2016 . All numbers are in millions except for per share amounts. Fiscal Year Ended September 30, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Sales and operating revenues $ 794.8 $ 917.7 $ 942.7 $ 981.7 Gross profit $ 84.4 $ 102.2 $ 102.7 $ 109.1 Net income (loss) $ (8.3 ) $ (1.1 ) $ 10.2 $ 13.6 Income (loss) per share: (1) Basic $ (0.11 ) $ (0.01 ) $ 0.13 $ 0.18 Diluted $ (0.11 ) $ (0.01 ) $ 0.13 $ 0.18 Weighted average number of common shares outstanding Basic 76,746,168 76,746,168 76,743,853 76,774,578 Diluted 76,746,168 76,746,168 76,828,868 76,852,267 (1) Per share amounts for the quarter and full year have been computed separately. The sum of the quarterly amounts may not equal the annual amounts presented because of differences in the average shares outstanding during each period. Fiscal Year Ended September 30, 2016 Successor Predecessor First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter April 1 through June 8 Sales and operating revenues $ — $ — $ 214.3 $ 851.4 $ 827.7 $ 862.2 $ 650.2 Gross profit $ — $ — $ 18.8 $ 89.6 $ 95.2 $ 101.3 $ 75.4 Net income (loss) $ (0.1 ) $ (1.5 ) $ (15.5 ) $ 8.7 $ 4.3 $ 2.1 $ (20.2 ) Income (loss) per share: (1) Basic $ (0.01 ) $ (0.10 ) $ (0.45 ) $ 0.11 Diluted $ (0.01 ) $ (0.10 ) $ (0.45 ) $ 0.11 Weighted average number of common shares outstanding Basic 14,854,081 14,869,746 34,072,056 76,746,168 Diluted 14,854,081 14,869,746 34,072,056 76,793,154 (1) Per share amounts for the quarter and full year have been computed separately. The sum of the quarterly amounts may not equal the annual amounts presented because of differences in the average shares outstanding during each period. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Nexeo Solutions, Inc. and Subsidiaries Schedule II—Valuation and Qualifying Accounts (in millions) Balance Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance End of Period Fiscal Year Ended September 30, 2017 Allowance for doubtful accounts $ 1.4 $ (0.2 ) $ 1.7 $ (0.7 ) (1) $ 2.2 Reserve for sales returns and allowances 1.5 — (0.1 ) (2) — 1.4 Fiscal Year Ended September 30, 2016 Allowance for doubtful accounts $ — $ 0.3 $ 1.3 $ (0.2 ) (1) $ 1.4 Reserve for sales returns and allowances — — 1.5 (2) — 1.5 October 1, 2015 through June 8, 2016 (Predecessor) Allowance for doubtful accounts $ 3.8 $ 1.2 $ — $ (0.9 ) (1) $ 4.1 Reserve for sales returns and allowances 1.6 — (0.1 ) (2) — 1.5 Fiscal Year Ended September 30, 2015 (Predecessor) Allowance for doubtful accounts $ 6.3 $ 0.6 $ — $ (3.1 ) (1) $ 3.8 Reserve for sales returns and allowances 2.0 — (0.4 ) (2) — 1.6 (1) Accounts written off during the year, net of recoveries and foreign exchange impact. (2) Amounts represent estimates for expected sales returns. |
Significant Accounting Polici26
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and all wholly-owned subsidiaries in which it maintains control. Significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Risks, and Uncertainties | Use of Estimates, Risks, and Uncertainties The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include: • the fair value of assets acquired and liabilities assumed in a business combination; • the assessment of recoverability of long lived assets, including property and equipment, goodwill and intangible assets, income taxes, reserves and environmental remediation; • the estimated useful lives of intangible and depreciable assets; • the grant date fair value of equity-based awards; • the recognition, measurement and valuation of current and deferred income taxes; • the recognition and measurement of contingent consideration related to the TRA liability; and • the recognition and measurement of contingent consideration related to the Deferred Cash Consideration. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. The Company's financial instruments exposed to concentration of credit risk consist primarily of cash and cash equivalents. Although the Company deposits cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risks. No single customer accounted for more than 10% of revenues for any line of business, or on a consolidated basis, and no individual customer represented greater than 5.0% of the outstanding accounts receivable balance for each of the periods reported. The Company had two suppliers that each accounted for approximately 12.1% and 9.9% of consolidated purchases during the fiscal year ended September 30, 2017 and 11.9% and 10.4% for the fiscal year ended September 30, 2016 . For the period from October 1, 2015 through June 8, 2016 these two suppliers accounted for approximately 12.0% and 9.8% of consolidated purchases for the Predecessor. During the fiscal year ended September 30, 2015 , one of these suppliers accounted for 11.9% of the Predecessor's consolidated purchases. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid temporary investments with original maturities of three months or less are considered to be cash equivalents. See Note 4. |
Accounts and Notes Receivable and Allowance for Doubtful Accounts | Accounts and Notes Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded net of discounts and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and generally does not require collateral from its customers. The Company’s accounts receivable in the U.S. and Canada are collateral under the Credit Facilities. The Company records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. On a recurring basis, the Company reviews this allowance and considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Receivables are charged off against the allowance for doubtful accounts when it is probable a receivable will not be recovered. The allowance for doubtful accounts was $2.2 million and $1.4 million at September 30, 2017 and 2016 , respectively, and $3.8 million at September 30, 2015 for the Predecessor. Bad debt expense, net of recoveries is a component of Selling, general and administrative expenses in the consolidated statements of operations. For the fiscal year ended September 30, 2017 net bad debt recovery was $0.2 million and for the fiscal year ended September 20, 2016 net bad debt expense was $0.3 million . Net bad debt expense for the Predecessor period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 was $1.2 million and $0.6 million , respectively. Certain customers of the Company's operations in China are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, are included in Accounts and Notes Receivable on the Company's consolidated balance sheets and totaled $8.3 million and $6.4 million at September 30, 2017 and 2016 , respectively, and $4.5 million at September 30, 2015 for the Predecessor. |
Inventories | Inventories Inventories are carried at the lower of cost or market using the weighted average cost method. The Company’s inventories in the U.S. and Canada are collateral under the Credit Facilities. See Note 4. |
Goodwill and Intangibles | Goodwill and Intangibles The Company had goodwill of $703.0 million and $665.7 million at September 30, 2017 and 2016 , respectively, associated with the Business Combination and asset acquisitions. The purchase consideration of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The estimated fair values are determined after review and consideration of relevant information including discounted cash flows, quoted market prices and estimates made by management. To the extent that the purchase consideration exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess is allocated to goodwill. See Note 6. The Company had other intangible assets, net of amortization, of $231.5 million and $215.0 million at September 30, 2017 and 2016 , respectively. These intangible assets, which are amortized on a straight-line basis over their estimated useful lives, consist of customer relationships, supplier relationships, trade names, below-market leases and non-compete agreements. See Note 6. The range of estimated useful lives used to amortize these intangible assets is as follows: Estimated Useful Lives (years) Customer-related 5-13 Supplier-related 10 Trade name 2-10 Below-market leases 1-7 Non-compete agreements 3-10 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment includes plants, buildings, machinery, equipment, software and computer equipment. Property, plant and equipment acquired or constructed in the normal course of business are initially recorded at cost. Property and equipment acquired in business combinations and asset acquisitions are initially recorded at their estimated fair value. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows: Estimated Useful Lives (years) Plants and buildings 5-35 Machinery and equipment 2-30 Software and computer equipment 3-10 Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. Major expenditures for replacements and significant improvements that increase asset values or extend useful lives are capitalized. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal and any resulting gain or loss is reflected in the consolidated statements of operations. See Note 5. |
Leases | Leases The Company leases certain property, plant and equipment in the ordinary course of business. The leases are classified as either capital leases or operating leases. Assets under capital leases are included in Property, plant and equipment, net in the consolidated balance sheets and are depreciated over the lesser of the lease term or the useful life of the assets. Capital lease obligations are included in Short-term borrowings, current portion of long-term debt and capital lease obligations and Long-term debt and capital lease obligations, less current portion, net in the consolidated balance sheets. Generally, lease payments under capital leases are recognized as interest expense and a reduction of the capital lease obligations. Lease payments under operating leases are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term. See Note 13. |
Impairment of Long-lived Assets and Other Long Lived Assets | Impairment of Long-Lived Assets Goodwill . Goodwill is tested for impairment annually as of March 31st 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, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach, if market prices are available, or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented. See Note 6. Other Long-Lived Assets . Property, plant and equipment and other intangible assets with definite lives are tested for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. When an impairment test is performed and the undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. |
Debt Issuance Costs | Debt Issuance Costs Costs associated with the ABL Facility are recorded as debt issuance costs, which are included in Other non-current assets in the consolidated balance sheets and are being amortized as interest expense over the contractual lives of the related agreements. Costs associated with non-revolving debt facilities are recorded as a reduction of the long-term debt, and are amortized as interest expense over the contractual lives of the related agreements. See Notes 4 and 7. |
Commitments, Contingencies, and Environmental Costs | Commitments, Contingencies and Environmental Costs Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or is realized. Liabilities for environmental remediation costs are recognized when environmental assessments or remediation are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, the divestment or closure of the relevant sites. The amount recognized reflects management’s best estimate of the expenditures expected to be required. Actual environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Actual expenditures that relate to an existing condition caused by past operations and that do not impact future earnings are expensed. Ashland agreed to retain known environmental remediation liabilities and other environmental remediation liabilities for releases of hazardous materials occurring prior to March 31, 2011, and of which Ashland received notice prior to March 31, 2016. See Note 13. |
Earnings or Loss per Share | Earnings or Loss per Share Basic EPS, which excludes dilution, is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares and the proceeds from such activities, if any, were used to acquire shares of common stock at the average market price during the reporting period. During a net loss period, the assumed exercise of in-the-money stock options and unvested stock has an anti-dilutive effect and, therefore, such potential shares are excluded from the diluted EPS computation. Per share information is based on the weighted average number of common shares outstanding during each period for the basic computation and, if dilutive, the weighted average number of potential common shares resulting from the assumed conversion of outstanding stock options, unvested stock and unvested stock units for the diluted computation. See Note 12. |
Concentrations of Credit Risk | Concentrations of Credit Risk All of the Company’s financial instruments, consisting primarily of accounts and notes receivable and interest rate swaps, involve elements of credit and market risk. The most significant portion of this credit risk relates to non-performance by counterparties. To manage counterparty risk associated with financial instruments, the Company selects and monitors counterparties based on its assessment of their financial strength and on credit ratings, if available. |
Foreign Currency | Foreign Currency The reporting currency of the Company is the USD. With few exceptions, the local currency is the functional currency for the Company's foreign subsidiaries. In consolidating the results of operations, income and expense accounts are translated into USD at average exchange rates in effect during the period and asset and liability accounts are translated at period-end exchange rates. Translation gains or losses are recorded in the foreign currency translation component in Accumulated other comprehensive income (loss) in stockholders’ equity and are included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company. Transactions undertaken in currencies other than the functional currency of the subsidiary are translated using the exchange rate in effect as of the transaction date and give rise to foreign currency transaction gains and losses, which the Company includes in Selling, general and administrative expenses in the consolidated statements of operations. Net foreign currency transaction losses from various currencies were $0.6 million and $1.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Net foreign currency transaction losses were $1.6 million and $2.2 million , respectively, for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 for the Predecessor. |
Revenue Recognition | Revenue Recognition Revenues are recognized when persuasive evidence of an arrangement exists, products are shipped and title is transferred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for product sales is recognized at the time title and risk of loss transfer to the customer, based on the terms of the sale. For products delivered under the Company’s standard shipping terms, title and risk of loss transfer when the product is delivered to the customer’s delivery site. For sales transactions designated Freight on Board shipping point, the customer assumes risk of loss and title transfers at the time of shipment. Deferred revenues may result from (i) delivery delays for products delivered under the Company’s standard shipping terms or (ii) from other arrangements with its customers. Sales are reported net of tax assessed by qualifying governmental authorities. The Company is generally the primary obligor in sales transactions with its customers, retains inventory risk during transit and assumes credit risk for amounts billed to its customers. Accordingly, the Company recognizes revenue primarily based on the gross amount billed to its customers. In sales transactions where the Company is not the primary obligor and does not retain inventory risk, the Company recognizes revenue on a net basis by recognizing only the commission the Company retains from such sales and including that commission in sales and operating revenues in the consolidated statements of operations. Consistent with industry standards, the Company may offer volume-based rebates to large customers if the customer purchases a specified volume with the Company over a specified time period. The determination of these rebates at an interim date involves management judgment. As a result, the Company’s revenues may be affected if a customer earns a rebate toward the end of a year that the Company had not expected or if its estimate of customer purchases are less than expected. The Company has the experience and access to relevant information that the Company believes are necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly if and when actual experience differs from previous estimates. The Company recognizes the rebate obligation as a reduction of revenue based on its estimate of the total volume of purchases from a given customer over the specified period of time. Customer rebates totaled $7.8 million and $2.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Customer rebates totaled $4.0 million and $5.8 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. Rebates due to customers were $4.8 million and $4.2 million at September 30, 2017 and 2016 , respectively, and $4.3 million at September 30, 2015 for the Predecessor. These payables are included in Accrued expenses and other liabilities in the consolidated balance sheets. |
Supplier Rebates | Supplier Rebates Certain of the Company's vendor arrangements provide for purchase incentives based on the Company achieving a specified volume or dollar value of purchases. The Company records the incentives as a reduction of inventory costs (and related cost of sales) based on its purchases to date and its estimates of purchases for the remainder of the calendar year. The Company receives these incentives in the form of rebates that are payable only when the Company's purchases equal or exceed the relevant calendar year target. Supplier rebates totaled $9.0 million and $3.1 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Supplier rebates totaled $6.5 million and $13.9 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. Supplier rebates due to the Company were $4.0 million and $4.3 million at September 30, 2017 and 2016 , respectively and $3.4 million at fiscal year ended September 30, 2015 for the Predecessor. These receivables are included in Accounts and notes receivable in the consolidated balance sheets. |
Shipping and Handling | Shipping and Handling All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and handling of products are included in cost of sales. |
Expense Recognition | Expense Recognition Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. The Company's products and services are generally sold without any extended warranties. Selling, general and administrative expenses include sales and marketing costs, advertising, research and development, customer support, environmental remediation and administrative costs. Advertising and research and development costs are expensed as incurred. Advertising expenses totaled $1.8 million and $0.3 million for the fiscal years ended September 30, 2017 and 2016 , respectively. Advertising expenses totaled $1.3 million and $2.2 million for the period from October 1, 2015 through June 8, 2016 and the fiscal year ended September 30, 2015 , respectively, for the Predecessor. There were no material research and development expenses incurred during any of the periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Predecessor was organized as a limited liability company and was taxed as a partnership for U.S. income tax purposes. As such, with the exception of a limited number of state and local jurisdictions, the Predecessor was not subject to U.S. income taxes. Accordingly, the members of the Predecessor reported their share of the Predecessor’s taxable income on their respective U.S. federal tax returns. The Predecessor’s sole active U.S. corporate subsidiary, Sub Holding, was subject to tax at the entity level in the U.S. The net earnings for financial statement purposes differed from taxable income reportable by the Predecessor to the members as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. The Predecessor was required to make quarterly distributions to its members to fund their tax obligations, if any, attributable to the Predecessor’s taxable income. In some jurisdictions, the Predecessor made such distributions in the form of tax payments paid directly to the taxing authority on behalf of its members. Controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions. See Note 15. |
Due to Related Party Pursuant to Contingent Consideration Obligations | Due to Related Party Pursuant to Contingent Consideration Obligations As described in Note 3, as part of the consideration for the Business Combination, the Company entered into the TRA and agreed to pay the Deferred Cash Consideration pursuant to the Merger Agreement. The Company’s obligation for these contingent consideration amounts was initially measured at fair value as of the Closing Date. The Company’s contingent consideration liabilities are required to be recorded at fair value as of the end of each reporting period with any changes in fair value recorded in operating income. 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. See Note 9. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation expense for equity instruments granted in exchange for employee and director services. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the vesting period of the equity award grant. The Company’s PSU awards contain both market and performance-based conditions. At the grant date, market conditions are incorporated into the fair value measurement using a Monte Carlo simulation model under the assumptions that performance-based conditions are met and not met. The Company then determines the probability that performance-based conditions will be met and incorporates this into the grant date fair value of the award. The compensation cost for the PSU awards is amortized over the vesting period on a straight-line basis, net of estimated forfeitures. Forfeiture rates are estimated based on consideration of historical forfeitures of the Company's and Predecessor’s actual forfeitures of its share-based compensation awards and a peer group of companies. See Note 10. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted as of September 30, 2017 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. 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. 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 adopted this standard during the three months ended September 30, 2017, and the adoption did not have a material impact on the Company’s financial position, results of operations, cash flows or disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expand an entity's ability to hedge nonfinancial risk and financial risk components, and reduce complexity in fair value hedges of interest rate risk. This standard eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line item as the hedged item. The guidance also removes certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The Company adopted this standard during the three months ended September 30, 2017, and it did not have a material impact on the Company's financial position or results of operations. New Accounting Pronouncements Not Yet Adopted as of September 30, 2017 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and require that revenue be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 for all entities by one year. These amendments will be effective in annual reporting periods beginning after December 15, 2017 including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations, and will adopt this standard on October 1, 2018. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU require an entity to measure inventory at the lower of cost or net realizable value, whereas guidance previously required an assessment of market value of inventory, with different possibilities for determining market value. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those years, and early adoption is permitted. The Company adopted this standard as of October 1, 2017, and does not expect it to have a material effect on the Company’s financial position or results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires all leases with terms greater than 12 months, whether finance or operating, to be recorded on the balance sheet, reflecting a liability to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change from current U.S. GAAP. These amendments are effective for the reporting periods beginning after December 15, 2018 with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is in the process of evaluating the potential effects of this standard and believes it may have a significant impact on its consolidated financial statements due, in part, to its substantial number of operating lease obligations that will be reflected on the consolidated balance sheet upon adoption of the new guidance. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance simplifies several aspects of accounting for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted this standard as of October 1, 2017 and does not expect it to have a material effect on the Company’s financial position or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Forward-looking information will now be used to better inform credit loss estimates. The amendments in this ASU are effective for fiscal years beginning December 15, 2020 including interim periods within those years with early adoption permitted. The Company is currently in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations. In August 2016 the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is in the process of evaluating the provisions of the ASU, but does not expect it to have a material effect on the Company’s consolidated statements of cash flows. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718). This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modified award. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. The amendments in this ASU will be applied prospectively to awards modified on or after the adoption date. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the provisions of this ASU and assessing the potential effect on the Company’s financial position or results of operations. |
Significant Accounting Polici27
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Intangible Assets Estimated Useful Life | The range of estimated useful lives used to amortize these intangible assets is as follows: Estimated Useful Lives (years) Customer-related 5-13 Supplier-related 10 Trade name 2-10 Below-market leases 1-7 Non-compete agreements 3-10 |
Property, Plant and Equipment Useful Life | The range of useful lives used to depreciate property, plant and equipment is as follows: Estimated Useful Lives (years) Plants and buildings 5-35 Machinery and equipment 2-30 Software and computer equipment 3-10 Property, plant and equipment at September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Land $ 51.0 $ 50.4 Plants and buildings (1) 106.5 89.8 Machinery and equipment (2) 152.8 130.5 Software and computer equipment 63.3 49.0 Construction in progress 5.0 16.5 Total 378.6 336.2 Less accumulated depreciation (3) (62.5 ) (13.6 ) Property, plant and equipment, net $ 316.1 $ 322.6 (1) Includes $13.7 million as of September 30, 2017 related to facilities acquired under capital leases. (2) Includes $27.2 million and $25.2 million, respectively, related to equipment acquired under capital leases. (3) Includes $4.9 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Depreciation expense $ 48.2 $ 13.6 $ 27.1 $ 36.8 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The purchase consideration for the Business Combination was as follows: Cash $ 424.9 Less: cash acquired (64.3 ) Equity (1) 276.7 Founder Shares transferred to Selling Equityholders (1) 30.2 Contingent consideration - Fair value of Deferred Cash Consideration 45.4 Contingent consideration - Fair value of TRA (2) 89.8 Total purchase consideration (3) $ 802.7 (1) See Note 11. (2) During the fiscal year ended September 30, 2017, the Company recorded adjustments of $5.6 million . See below. (3) 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 Unaudited Consolidated Pro Form Financial Information | The unaudited 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. Fiscal Year Ended September 30, 2017 2016 2015 Sales and operating revenues $ 3,672.2 $ 3,466.3 $ 3,949.1 Operating income $ 71.1 $ 96.6 $ 6.2 Net income (loss) from continuing operations $ 16.4 $ 33.4 $ (19.5 ) Net income (loss) $ 16.4 $ 33.5 $ (20.2 ) Basic and diluted net income (loss) per share $ 0.21 $ 0.44 $ (0.25 ) Pro forma weighted average number of common shares outstanding Basic 76,752,752 76,746,168 76,746,168 Diluted 76,839,810 76,799,052 76,746,168 |
Ultra Chem | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 $ 13.7 Inventory 9.1 Other current assets 2.4 Property and equipment 0.4 Customer-related intangible 24.0 Trade name 0.3 Non-compete agreements 3.9 Other non-current assets 2.5 Goodwill 28.0 Total assets acquired 84.3 Short-term borrowings 0.9 Accounts payable 12.1 Other current liabilities 4.1 Deferred tax liability — non-current 8.4 Other non-current liabilities 2.1 Total liabilities assumed 27.6 Net assets acquired $ 56.7 |
Nexeo Solutions Inc. | |
Business Acquisition [Line Items] | |
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 Price 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 |
Certain Balance Sheet Informa29
Certain Balance Sheet Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Certain Balance Sheet Information [Abstract] | |
Schedule of Cash and Cash Equivalents | These amounts included the following: September 30, 2017 September 30, 2016 Cash held by foreign subsidiaries $ 36.8 $ 41.9 Non-USD denominated currency held by foreign subsidiaries $ 31.1 $ 36.9 Currency denominated in RMB $ 8.5 $ 6.5 |
Summary of Inventories | Inventories at September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Finished products $ 310.6 $ 311.7 Supplies 4.9 4.1 Total $ 315.5 $ 315.8 |
Schedule of Other Non-Current Assets | Other non-current assets at September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Debt issuance costs of revolving credit facilities $ 5.1 $ 6.4 Other 5.5 4.3 Total $ 10.6 $ 10.7 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The range of useful lives used to depreciate property, plant and equipment is as follows: Estimated Useful Lives (years) Plants and buildings 5-35 Machinery and equipment 2-30 Software and computer equipment 3-10 Property, plant and equipment at September 30, 2017 and 2016 consisted of the following: September 30, 2017 September 30, 2016 Land $ 51.0 $ 50.4 Plants and buildings (1) 106.5 89.8 Machinery and equipment (2) 152.8 130.5 Software and computer equipment 63.3 49.0 Construction in progress 5.0 16.5 Total 378.6 336.2 Less accumulated depreciation (3) (62.5 ) (13.6 ) Property, plant and equipment, net $ 316.1 $ 322.6 (1) Includes $13.7 million as of September 30, 2017 related to facilities acquired under capital leases. (2) Includes $27.2 million and $25.2 million, respectively, related to equipment acquired under capital leases. (3) Includes $4.9 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Depreciation expense $ 48.2 $ 13.6 $ 27.1 $ 36.8 *The fiscal year ended September 30, 2016 includes 114 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) | 12 Months Ended |
Sep. 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, 2015 $ — $ — $ — $ — Business Combination 331.9 274.1 63.0 669.0 Foreign currency translation (0.3 ) (3.0 ) — (3.3 ) Balance at September 30, 2016 $ 331.6 $ 271.1 $ 63.0 $ 665.7 Measurement period adjustments 2.7 1.2 0.5 4.4 Ultra Chem Acquisition 28.0 — — 28.0 Foreign currency translation 0.5 4.4 — 4.9 Balance at September 30, 2017 $ 362.8 $ 276.7 $ 63.5 $ 703.0 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets at September 30, 2017 and September 30, 2016 consisted of the following: September 30, 2017 September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Accumulated Net Customer-related $ 234.6 $ (23.7 ) $ 210.9 $ 200.3 $ (5.2 ) $ 195.1 Supplier-related 1.5 (0.1 ) 1.4 — — — Trade name 22.3 (7.0 ) 15.3 21.0 (1.7 ) 19.3 Below-market leases 0.7 (0.3 ) 0.4 0.7 (0.1 ) 0.6 Non-compete agreements 4.2 (0.7 ) 3.5 — — — Total $ 263.3 $ (31.8 ) $ 231.5 $ 222.0 $ (7.0 ) $ 215.0 |
Amortization Expense Recognized on Intangible Assets | Expected amortization expense for the next five years is as follows: 2018 $ 27.5 2019 27.3 2020 24.9 2021 20.6 2022 20.4 Amortization expense recognized on the intangible assets described above was as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Amortization expense $ 24.9 $ 7.0 $ 10.6 $ 15.8 *The fiscal year ended September 30, 2016 includes 114 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) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Borrowings Outstanding and 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 September 30, 2017 and 2016 are summarized below: September 30, 2017 September 30, 2016 Short-term borrowings $ 40.8 $ 38.4 Current portion of long-term debt and capital lease obligations 10.3 9.3 Total short-term borrowings and current portion of long term debt and capital lease obligations, net $ 51.1 $ 47.7 |
Sumary of Long-Term Debt Outstanding | Long-term debt outstanding at September 30, 2017 and 2016 is summarized below: September 30, 2017 September 30, 2016 ABL Facility $ 139.3 $ 117.7 Term Loan Facility 646.9 653.4 Capital lease obligations (1) 37.5 24.8 Total long-term debt 823.7 795.9 Less: unamortized debt discount (2) (2.7 ) (3.2 ) Less: debt issuance costs (3) (16.7 ) (17.8 ) Less: current portion of long-term debt and capital lease obligations (10.3 ) (9.3 ) Long-term debt and capital lease obligations, less current portion, net $ 794.0 $ 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 September 30, 2017 Bank of America - China (1) $ 24.3 $ 23.8 4.3 % $ — $ 0.5 Bank of Communications - China (2) 22.5 17.0 5.3 % 5.3 0.2 Total $ 46.8 $ 40.8 $ 5.3 $ 0.7 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. |
Schedule of Maturities of Future Principal Payments on Debt and Capital Lease Obligations | The following table sets forth future principal payments on debt and capital lease obligations at September 30, 2017 : 2018 $ 51.1 2019 9.6 2020 9.6 2021 148.7 2022 13.2 Thereafter 632.3 Total $ 864.5 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Assets and Liabilities | Derivative assets and liabilities at September 30, 2017 and September 30, 2016 consisted of the following: Recorded to September 30, 2017 September 30, 2016 Long-term derivative asset Other non-current assets $ 0.3 $ — Short-term derivative liability Accrued expenses and other liabilities $ 1.1 $ — Long-term derivative liability Other non-current liabilities $ 0.2 $ — Other Comprehensive Income (1) Accumulated other comprehensive income $ — $ — (1) Other Comprehensive Income for the fiscal year ended September 30, 2017 was less than $0.1 million |
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 Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Realized loss Interest expense $ 2.0 $ 0.3 $ 0.6 Unrealized gain, net of tax Other comprehensive income $ — $ 0.3 $ 0.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 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 fiscal years ended September 30, 2017 and 2016 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2015 $ — $ — $ — Acquisition date contingent consideration fair value 84.2 45.4 129.6 Change in fair value of contingent consideration (1) (0.8 ) (10.4 ) (11.2 ) 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) 16.1 0.1 16.2 Contingent consideration as of September 30, 2017 $ 105.1 $ 35.1 $ 140.2 (1) Included in Operating income in the consolidated statements of operations. |
Share-Based Compensation and 35
Share-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended |
Sep. 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 fiscal year ended September 30, 2017 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2016 64,518 $ 9.27 Grants 77,458 8.26 Vested (53,765 ) 9.27 Forfeited/Canceled (10,753 ) 9.27 Restricted stock at September 30, 2017 77,458 $ 8.26 The following table summarizes RSU award activity during the fiscal year ended September 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 September 30, 2017 24,500 $ 7.28 |
Schedule of Retirement Plan Contributions | The following summarizes contributions to the plans described above: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Contributions recorded as a component of cost of sales and operating expenses $ 4.0 $ 1.3 $ 2.7 $ 3.9 Contributions recorded as a component of selling, general and administrative expenses 6.4 2.2 4.5 6.8 Total contributions $ 10.4 $ 3.5 $ 7.2 $ 10.7 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Activity | The following table summarizes PSU activity during the fiscal year ended September 30, 2017 : Units 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 (230,500 ) 9.07 Unvested PSUs at September 30, 2017 1,524,000 $ 8.92 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings Per Share | Fiscal Year Ended Fiscal Year Ended Basic: Net income (loss) $ 14.4 $ (8.4 ) Weighted average number of common shares outstanding during the period 76,752,752 35,193,789 Net income (loss) per common share - basic $ 0.19 $ (0.24 ) Diluted: Net income (loss) $ 14.4 $ (8.4 ) Denominator for diluted earnings per share: Weighted average number of common shares attributable to the period 76,752,752 35,193,789 Incremental common shares attributable to outstanding dilutive options and unvested restricted shares 87,058 — Denominator for diluted earnings per common share 76,839,810 35,193,789 Net income (loss) per common share - diluted $ 0.19 $ (0.24 ) *The fiscal year ended September 30, 2016 includes 114 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) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Non-Cancellable Rental Payments | Future minimum non-cancellable rental payments as of September 30, 2017 are as follows: 2018 $ 15.9 2019 12.3 2020 8.4 2021 6.4 2022 4.9 Thereafter 3.0 Total $ 50.9 |
Schedule of Future Minimum Lease Payments Under Capital Leases | The Company leases certain equipment and facilities under capital lease agreements. As of September 30, 2017 future minimum lease payments under capital leases were as follows: 2018 $ 8.3 2019 7.4 2020 7.4 2021 6.9 2022 10.5 Thereafter 32.0 Total minimum capital lease payments 72.5 Less amount representing executory costs (17.4 ) Less amount representing interest (17.6 ) Present value of net minimum capital lease payments $ 37.5 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Activity with TPG | The table below summarizes activity recorded during the respective periods related to the items described above: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Sales to related entities: TPG $ 3.1 $ 1.7 $ 3.1 $ 8.8 Entities related to members of the Board of Directors $ 0.1 $ — $ — $ — Purchases from related entities: Entities related to members of the Board of Directors $ 1.7 $ — $ — $ — Amounts included in Selling, general and administrative expenses Management fees to TPG $ — $ — $ 2.1 $ 3.3 Consulting fees to TPG $ — $ 0.1 $ 0.4 $ 0.8 Amounts included in Transaction related costs Fee paid in connection with the Business Combination $ — $ — $ 9.9 $ — *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Incomes Taxes (Tables)
Incomes Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | For financial reporting purposes, income (loss) before income taxes includes the following components: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended U.S. $ 7.9 $ (9.1 ) $ (19.6 ) $ 22.0 Foreign 17.0 1.9 9.9 3.1 Income (loss) before income taxes $ 24.9 $ (7.2 ) $ (9.7 ) $ 25.1 |
Schedule of Provision for Income Taxes | A summary of income tax expense (benefit) is as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Current tax expense (benefit): U.S. - Federal $ 1.3 $ 0.5 $ — $ (1.8 ) U.S. - State 0.5 (0.2 ) (0.1 ) 0.1 Foreign 6.5 2.0 3.2 2.8 Total current tax expense 8.3 2.3 3.1 1.1 Deferred tax expense (benefit): U.S. - Federal 4.6 (0.8 ) 0.4 2.2 U.S. - State 0.2 0.4 0.1 — Foreign (2.6 ) (0.7 ) 0.6 0.6 Total deferred tax expense (benefit) 2.2 (1.1 ) 1.1 2.8 Total income tax expense $ 10.5 $ 1.2 $ 4.2 $ 3.9 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the U.S. statutory tax rate to the Company's effective tax rate is as follows: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended U.S. statutory rate 34.0 % 34.0 % 0.0 % 0.0 % Pretax income (loss) at statutory rate $ 8.5 $ (2.5 ) $ — $ — State income taxes 0.9 0.2 — (0.1 ) Statutory rate differential (1.4 ) (0.2 ) 2.5 4.5 FIN 48 expense (benefit) (0.5 ) — 0.1 (0.7 ) Withholding and other taxes 0.5 — 0.3 0.3 Stock basis adjustment — — — (2.7 ) Transaction costs — 5.0 — — Contingent liability 2.4 (1.6 ) — — Permanent differences and other items (0.6 ) 0.3 0.6 (0.7 ) Statutory tax rate changes and differences — (0.2 ) (0.1 ) (0.1 ) True-up to prior year taxes 0.6 — 0.2 2.1 Other — — — 0.3 Valuation allowance 0.1 0.2 0.6 1.0 Income tax expense $ 10.5 $ 1.2 $ 4.2 $ 3.9 Effective tax rate 42.2 % (16.7 )% (43.3 )% 15.5 % *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Schedule of Deferred Tax Assets and Liabilities | Temporary differences that result in significant deferred tax assets and liabilities are as follows: September 30, 2017 September 30, 2016 Deferred Tax Assets Foreign operating losses $ 6.3 $ 5.8 Federal and state operating losses 27.6 14.1 163J interest — 6.7 Unrealized gains/losses 0.2 — Fixed assets and intangibles 0.9 0.6 Compensation and other accruals 2.4 1.0 Other items 0.9 0.4 Valuation allowance (3.1 ) (2.8 ) Total deferred tax assets $ 35.2 $ 25.8 Deferred Tax Liabilities Fixed assets and intangibles $ 23.8 $ 16.1 Compensation and other accruals 0.2 2.7 Investment in partnerships 43.2 28.9 Other items 0.6 0.1 Total deferred tax liabilities $ 67.8 $ 47.8 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is shown below: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 Through June 8, 2016 Fiscal Year Ended Balance at beginning of period $ 0.9 $ — $ 0.9 $ 0.4 Increases related to positions taken on items from prior years 0.1 — 0.2 1.2 Unrecognized tax benefits assumed related to acquisitions 0.8 0.9 — — Lapse of statute of limitations (0.6 ) — (0.2 ) (0.7 ) Balance at end of period $ 1.2 $ 0.9 $ 0.9 $ 0.9 *The fiscal year ended September 30, 2016 includes 114 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) | 12 Months Ended |
Sep. 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 Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended Sales and operating revenues Chemicals $ 1,667.2 $ 478.1 $ 1,066.4 $ 1,956.1 Plastics 1,841.7 546.7 1,192.2 1,876.1 Other 128.0 40.9 81.5 116.9 Total sales and operating revenues $ 3,636.9 $ 1,065.7 $ 2,340.1 $ 3,949.1 Gross profit Chemicals 205.6 55.7 136.2 224.4 Plastics 167.2 43.6 117.6 155.1 Other 25.6 9.1 18.1 28.5 Total gross profit 398.4 108.4 271.9 408.0 Selling, general and administrative expenses 312.9 91.7 208.9 329.5 Transaction related costs 1.9 21.3 33.4 0.1 Change in fair value of contingent consideration obligations 16.2 (11.2 ) — — Operating income 67.4 6.6 29.6 78.4 Other income 8.3 0.5 2.9 11.4 Interest income (expense) Interest income 0.3 0.8 0.1 0.1 Interest expense (51.1 ) (15.1 ) (42.3 ) (64.8 ) Income (loss) from continuing operations before income taxes $ 24.9 $ (7.2 ) $ (9.7 ) $ 25.1 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. September 30, 2017 September 30, 2016 IDENTIFIABLE ASSETS Chemicals $ 793.6 $ 656.8 Plastics 762.7 708.7 Other 91.0 85.0 Total identifiable assets by reportable segment 1,647.3 1,450.5 Unallocated assets 606.2 628.4 Total assets $ 2,253.5 $ 2,078.9 |
Schedule of Revenues by Geographic Location, Based on Jurisdiction of Subsidiary Entity | Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Successor Predecessor Fiscal Year Ended Fiscal Year Ended October 1, 2015 through June 8, 2016 Fiscal Year Ended U.S. $ 2,682.2 $ 808.2 $ 1,779.4 $ 3,029.0 Canada 171.6 46.5 102.4 196.3 Other North America 87.2 18.4 35.4 56.2 Total North America Operations 2,941.0 873.1 1,917.2 3,281.5 EMEA 481.7 130.6 291.9 486.3 Asia 214.2 62.0 131.0 181.3 Total $ 3,636.9 $ 1,065.7 $ 2,340.1 $ 3,949.1 *The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. |
Unaudited Quarterly Informati41
Unaudited Quarterly Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Statement of Operations Information | The following tables contain selected unaudited statement of operations information for each quarter of the fiscal years ended September 30, 2017 and 2016 . All numbers are in millions except for per share amounts. Fiscal Year Ended September 30, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Sales and operating revenues $ 794.8 $ 917.7 $ 942.7 $ 981.7 Gross profit $ 84.4 $ 102.2 $ 102.7 $ 109.1 Net income (loss) $ (8.3 ) $ (1.1 ) $ 10.2 $ 13.6 Income (loss) per share: (1) Basic $ (0.11 ) $ (0.01 ) $ 0.13 $ 0.18 Diluted $ (0.11 ) $ (0.01 ) $ 0.13 $ 0.18 Weighted average number of common shares outstanding Basic 76,746,168 76,746,168 76,743,853 76,774,578 Diluted 76,746,168 76,746,168 76,828,868 76,852,267 (1) Per share amounts for the quarter and full year have been computed separately. The sum of the quarterly amounts may not equal the annual amounts presented because of differences in the average shares outstanding during each period. Fiscal Year Ended September 30, 2016 Successor Predecessor First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter April 1 through June 8 Sales and operating revenues $ — $ — $ 214.3 $ 851.4 $ 827.7 $ 862.2 $ 650.2 Gross profit $ — $ — $ 18.8 $ 89.6 $ 95.2 $ 101.3 $ 75.4 Net income (loss) $ (0.1 ) $ (1.5 ) $ (15.5 ) $ 8.7 $ 4.3 $ 2.1 $ (20.2 ) Income (loss) per share: (1) Basic $ (0.01 ) $ (0.10 ) $ (0.45 ) $ 0.11 Diluted $ (0.01 ) $ (0.10 ) $ (0.45 ) $ 0.11 Weighted average number of common shares outstanding Basic 14,854,081 14,869,746 34,072,056 76,746,168 Diluted 14,854,081 14,869,746 34,072,056 76,793,154 (1) Per share amounts for the quarter and full year have been computed separately. The sum of the quarterly amounts may not equal the annual amounts presented because of differences in the average shares outstanding during each period. |
Basis of Presentation and Nat42
Basis of Presentation and Nature of Operations - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash proceeds from initial public offering | $ 500 | |
Period acquiree is included in operations | 114 days |
Significant Accounting Polici43
Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)shares | Jun. 08, 2016USD ($) | Sep. 30, 2017USD ($)suppliershares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of supplier representing company's purchases | supplier | 2 | ||||
Threshold period past due for review of collectability | 90 days | ||||
Allowance for doubtful accounts | $ 1,400,000 | $ 2,200,000 | $ 1,400,000 | ||
Provision for bad debt | 300,000 | (200,000) | |||
Accounts and notes receivable, net | 474,800,000 | 597,400,000 | 474,800,000 | ||
Goodwill | 665,700,000 | 703,000,000 | 665,700,000 | $ 0 | |
Other intangible assets, net of amortization | 215,000,000 | 231,500,000 | $ 215,000,000 | ||
Goodwill impairment | $ 0 | $ 0 | |||
Warrants exercised (in shares) | shares | 50,025,000 | 50,025,000 | 50,025,000 | ||
Net foreign currency transaction losses | $ 1,100,000 | $ 600,000 | |||
Customer rebates | 2,100,000 | 7,800,000 | |||
Customer rebates due | 4,200,000 | 4,800,000 | $ 4,200,000 | ||
Suppliers rebates | 3,100,000 | 9,000,000 | |||
Advertising expenses | 300,000 | 1,800,000 | |||
Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Allowance for doubtful accounts | 3,800,000 | ||||
Provision for bad debt | $ 1,200,000 | 600,000 | |||
Goodwill impairment | 0 | 0 | |||
Net foreign currency transaction losses | 1,600,000 | 2,200,000 | |||
Customer rebates | 4,000,000 | 5,800,000 | |||
Customer rebates due | 4,300,000 | ||||
Suppliers rebates | 6,500,000 | 13,900,000 | |||
Advertising expenses | $ 1,300,000 | 2,200,000 | |||
Accounts and notes receivable | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Supplier rebates due to company | 4,300,000 | 4,000,000 | 4,300,000 | ||
Accounts and notes receivable | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Supplier rebates due to company | 3,400,000 | ||||
Certain Nexeo Plaschem Customers | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounts and notes receivable, net | $ 6,400,000 | $ 8,300,000 | $ 6,400,000 | ||
Certain Nexeo Plaschem Customers | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounts and notes receivable, net | $ 4,500,000 | ||||
Certain Nexeo Plaschem Customers | Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Threshold period for customers to remit payment | 30 days | ||||
Certain Nexeo Plaschem Customers | Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Threshold period for customers to remit payment | 9 months | ||||
Founders Shares | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 12,476,250 | 12,476,250 | |||
Warrant | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 25,012,500 | 25,012,500 | |||
Purchases | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 11.90% | ||||
Purchases | Supplier Concentration Risk | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 11.90% | ||||
Purchases | Supplier One | Supplier Concentration Risk | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 11.90% | 12.10% | |||
Purchases | Supplier One | Supplier Concentration Risk | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 12.00% | ||||
Purchases | Supplier Two | Supplier Concentration Risk | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 10.40% | 9.90% | |||
Purchases | Supplier Two | Supplier Concentration Risk | Predecessor | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 9.80% |
Significant Accounting Polici44
Significant Accounting Policies and Recent Accounting Pronouncements - Schedule for Intangible Assets Estimated Useful Life (Details) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2017 | |
Other intangibles | |||
Estimated Useful Life (years) | 5 years | 5 years | |
Customer-related | Minimum | |||
Other intangibles | |||
Estimated Useful Life (years) | 5 years | ||
Customer-related | Maximum | |||
Other intangibles | |||
Estimated Useful Life (years) | 13 years | ||
Supplier-related | |||
Other intangibles | |||
Estimated Useful Life (years) | 10 years | ||
Trade name | Minimum | |||
Other intangibles | |||
Estimated Useful Life (years) | 2 years | ||
Trade name | Maximum | |||
Other intangibles | |||
Estimated Useful Life (years) | 10 years | ||
Below-market leases | Minimum | |||
Other intangibles | |||
Estimated Useful Life (years) | 1 year | ||
Below-market leases | Maximum | |||
Other intangibles | |||
Estimated Useful Life (years) | 7 years | ||
Non-compete agreements | Minimum | |||
Other intangibles | |||
Estimated Useful Life (years) | 3 years | ||
Non-compete agreements | Maximum | |||
Other intangibles | |||
Estimated Useful Life (years) | 10 years |
Significant Accounting Polici45
Significant Accounting Policies and Recent Accounting Pronouncements - Schedule for Property, Plant, and Equipment Estimated Useful Life (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Plants and buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 5 years |
Plants and buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 35 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 30 years |
Software and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 3 years |
Software and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (years) | 10 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Apr. 03, 2017USD ($) | Jun. 09, 2016USD ($)locationmerger$ / shares | Aug. 31, 2017USD ($) | Apr. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Jun. 08, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2016shares | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||
Cash paid for business acquisition | $ 360,600,000 | $ 65,600,000 | |||||||||
Borrowings used for acquisition | $ 864,500,000 | 864,500,000 | |||||||||
Transaction related costs | 54,700,000 | ||||||||||
Total consideration | $ 2,200,000 | $ 1,900,000 | |||||||||
Estimated Useful Life (years) | 5 years | 5 years | |||||||||
Payment at closing | $ 1,600,000 | ||||||||||
Change in fair value of contingent consideration obligations | $ (11,200,000) | $ 16,200,000 | |||||||||
Debt issuance cost | $ 18,300,000 | ||||||||||
Warrants outstanding (in shares) | shares | 50,025,000 | 50,025,000 | 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 | |||||||||
Warrant | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 25,012,500 | 25,012,500 | |||||||||
Trade names | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 2 years | ||||||||||
Trade names | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 10 years | ||||||||||
Below-market leases | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 1 year | ||||||||||
Below-market leases | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 7 years | ||||||||||
Non-compete agreements | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 3 years | ||||||||||
Non-compete agreements | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 10 years | ||||||||||
Customer lists | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets acquired | $ 1,100,000 | ||||||||||
Predecessor | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid for business acquisition | $ 0 | $ 0 | |||||||||
Change in fair value of contingent consideration obligations | 0 | $ 0 | |||||||||
Other intangible assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | $ 8,500,000 | ||||||||||
Ultra Chem | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid for business acquisition | $ 56,700,000 | ||||||||||
Cash acquired from acquisition | 500,000 | ||||||||||
Purchase price held in escrow | 10,700,000 | ||||||||||
Working capital adjustment held in escrow | 1,000,000 | $ 100,000 | $ 100,000 | ||||||||
Indemnification obligations held in escrow | $ 9,700,000 | ||||||||||
Maximum holding period in escrow | 5 years | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Measurement period adjustment, intangible assets | 100,000 | ||||||||||
Goodwill | 5,500,000 | ||||||||||
Transaction related costs | 1,800,000 | ||||||||||
Reduction in gross receivables acquired | (1,500,000) | ||||||||||
Increase (decrease) in inventory | (1,400,000) | ||||||||||
Deferred tax liabilities | 8,400,000 | ||||||||||
Indemnification receivables | 1,800,000 | ||||||||||
Sales and operating revenue from acquiree | 37,200,000 | ||||||||||
Net income from acquiree | 2,000,000 | ||||||||||
Decrease in accounts payable | 900,000 | ||||||||||
Inventory fair value step up | 200,000 | ||||||||||
Ultra Chem | Accounts receivable | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Measurement period adjusment | (700,000) | ||||||||||
Ultra Chem | Customer-related intangible | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Measurement period adjustment, intangible assets | 2,000,000 | ||||||||||
Intangible asset, amortization period (years) | 10 years | ||||||||||
Finite-lived intangible assets | $ 24,000,000 | ||||||||||
Ultra Chem | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period (years) | 2 years | ||||||||||
Finite-lived intangible assets | $ 300,000 | ||||||||||
Ultra Chem | Non-compete agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Measurement period adjustment, intangible assets | $ 200,000 | ||||||||||
Intangible asset, amortization period (years) | 3 years | ||||||||||
Finite-lived intangible assets | $ 3,900,000 | ||||||||||
Ultra Chem | Transaction Costs | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction related costs | 1,100,000 | ||||||||||
Ultra Chem | Contributions recorded as a component of 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 | $ 21,300,000 | 900,000 | |||||||||
Increase (decrease) in inventory | $ (600,000) | ||||||||||
Total consideration | 802,700,000 | ||||||||||
Payment at closing | $ 424,900,000 | ||||||||||
Number of mergers | merger | 2 | ||||||||||
Excess shares (in shares) | shares | 5,178,642 | 5,178,642 | |||||||||
Number of days for election with excess share provision | 5 days | ||||||||||
Contingent consideration - fair value of deferred cash consideration | $ 45,400,000 | 35,000,000 | $ 35,100,000 | ||||||||
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 | 5,600,000 | ||||||||||
Contingent consideration - fair value of TRA | $ 89,800,000 | 83,400,000 | 105,100,000 | ||||||||
Undiscounted cash flows associated with the TRA liability | $ 215,000,000 | ||||||||||
Expected benefit period of TRA (years) | 20 years | ||||||||||
Fair value adjustments to tax receivables | 1,300,000 | ||||||||||
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 | ||||||||||
Measurement period adjusment | 5,600,000 | ||||||||||
Debt issuance cost | $ 25,300,000 | ||||||||||
Accounts receivable fair value adjustment | (4,100,000) | ||||||||||
Inventory fair value step up | $ 13,800,000 | 1,000,000 | |||||||||
Number of real estate properties | location | 42 | ||||||||||
Number of leased locations | location | 11 | ||||||||||
Decrease in fair value of property, plant and equipment | $ (96,000,000) | ||||||||||
Expected tax deductible goodwill amount | $ 243,800,000 | $ 243,800,000 | |||||||||
Nexeo Solutions Inc. | Selling Equityholders | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of trading days to meet condition | 20 days | ||||||||||
Number of consecutive trading days | 30 days | ||||||||||
Share price (USD per share) | $ / shares | $ 15 | ||||||||||
Nexeo Solutions Inc. | Customer-related intangible | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period (years) | 12 years | ||||||||||
Finite-lived intangible assets | $ 201,000,000 | ||||||||||
Nexeo Solutions Inc. | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period (years) | 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] | |||||||||||
Remaining life of operating lease (years) | 1 year | ||||||||||
Nexeo Solutions Inc. | Below-market leases | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Remaining life of operating lease (years) | 7 years | ||||||||||
Nexeo Solutions Inc. | Predecessor | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction related costs | $ 33,400,000 | ||||||||||
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] | |||||||||||
Estimated Useful Life (years) | 10 years | ||||||||||
Other intangible assets | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated Useful Life (years) | 13 years |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Apr. 03, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 703 | $ 665.7 | $ 0 | |
Ultra Chem | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 13.7 | |||
Inventory | 9.1 | |||
Other current assets | 2.4 | |||
Property and equipment | 0.4 | |||
Other non-current assets | 2.5 | |||
Goodwill | 28 | |||
Total assets acquired | 84.3 | |||
Short-term borrowings | 0.9 | |||
Accounts payable | 12.1 | |||
Other current liabilities | 4.1 | |||
Deferred tax liability | 8.4 | |||
Other non-current liabilities | 2.1 | |||
Total liabilities assumed | 27.6 | |||
Net assets acquired | 56.7 | |||
Ultra Chem | Customer-related intangible | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 24 | |||
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 | $ 3.9 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Millions | Jun. 09, 2016 | Aug. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Cash | $ 1.6 | ||||
Total purchase consideration | $ 2.2 | $ 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 | $ 35 | $ 35.1 | ||
Contingent consideration - fair value of TRA | 89.8 | $ 83.4 | 105.1 | ||
Total purchase consideration | 802.7 | ||||
Measurement period adjusment | $ 5.6 | ||||
Assumed liabilities | $ 774.3 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 09, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 703 | $ 665.7 | $ 0 | |
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 - Pro Forma Operat
Acquisitions - Pro Forma Operating Results (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | |||
Sales and operating revenues | $ 3,672.2 | $ 3,466.3 | $ 3,949.1 |
Operating income | 71.1 | 96.6 | 6.2 |
Net income (loss) from continuing operations | 16.4 | 33.4 | (19.5) |
Net income (loss) | $ 16.4 | $ 33.5 | $ (20.2) |
Basic and diluted net income (loss) per share (USD per share) | $ 0.21 | $ 0.44 | $ (0.25) |
Pro forma weighted average number of common shares outstanding | |||
Basic (in shares) | 76,752,752 | 76,746,168 | 76,746,168 |
Diluted (in shares) | 76,839,810 | 76,799,052 | 76,746,168 |
Certain Balance Sheet Informa51
Certain Balance Sheet Information - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 53.9 | $ 47.5 | $ 0.2 | ||
China | Currency denominated in RMB | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 8.5 | 6.5 | |||
Subsidiaries | Outside of the United States | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 36.8 | 41.9 | |||
Subsidiaries | Outside of the United States | Non-USD denominated currency held by foreign subsidiaries | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 31.1 | $ 36.9 | |||
Predecessor | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 64.3 | $ 127.7 | $ 88.2 |
Certain Balance Sheet Informa52
Certain Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Summary of Inventories | ||
Finished products | $ 310.6 | $ 311.7 |
Supplies | 4.9 | 4.1 |
Total | $ 315.5 | $ 315.8 |
Certain Balance Sheet Informa53
Certain Balance Sheet Information - Other Non-Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Other Non-current Assets [Line Items] | ||
Debt issuance costs of revolving credit facilities | $ 5.1 | $ 6.4 |
Other | 5.5 | 4.3 |
Total | 10.6 | $ 10.7 |
Ultra Chem | ||
Other Non-current Assets [Line Items] | ||
Indemnification assets as of acquisition date | $ 2.1 |
Certain Balance Sheet Informa54
Certain Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2014 | |
Line of Credit Facility [Line Items] | |||||
Inventory impairment | $ 0 | $ 0 | |||
Cash and cash equivalents | 47.5 | $ 0.2 | 53.9 | ||
Debt issuances costs incurred | 25.3 | 1.3 | |||
Amortization of debt discount | 0.5 | ||||
Proceeds withdrawn from trust account | 501.1 | 0 | |||
ABL Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuances costs incurred | 6.8 | ||||
Amortization of financing costs | 0.4 | 1.3 | |||
Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuances costs incurred | 18.5 | ||||
Amortization of financing costs | $ 0.7 | $ 2.4 | |||
Predecessor | |||||
Line of Credit Facility [Line Items] | |||||
Inventory impairment | 0 | $ 1.6 | |||
Cash and cash equivalents | 64.3 | 127.7 | $ 88.2 | ||
Debt issuances costs incurred | 0 | 0 | |||
Proceeds withdrawn from trust account | 0 | 0 | |||
Predecessor | ABL Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amortization of financing costs | 2.1 | 3 | |||
Predecessor | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amortization of financing costs | $ 3.6 | $ 4.1 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 378.6 | $ 336.2 |
Less accumulated depreciation | (62.5) | (13.6) |
Property, plant and equipment, net | 316.1 | 322.6 |
Facilities and equipment acquired under capital lease, accumulated depreciation | 4.9 | 1.1 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51 | 50.4 |
Plants and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 106.5 | 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 | 152.8 | 130.5 |
Facilities and equipment acquired under capital leases | 27.2 | 25.2 |
Software and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 63.3 | 49 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5 | $ 16.5 |
Property, Plant and Equipment56
Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 13.6 | $ 48.2 | ||
Period acquiree is included in operations | 114 days | |||
Predecessor | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 27.1 | $ 36.8 |
Property, Plant and Equipment57
Property, Plant and Equipment - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)lease_renewal_option | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, net | $ 322.6 | $ 316.1 | $ 322.6 | $ 316.1 | |
Impairment of property and equipment due to natural disasters | 1.4 | ||||
Land under purchase options, not recorded | 10.8 | 10.8 | |||
Proceeds from the disposal of closed US facility | 4.6 | 4.7 | 0.6 | ||
Capital lease obligations | 0.2 | 15.3 | |||
Gain on sale of facility | (0.2) | (0.2) | |||
New Facility Lease | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital leases, term | 15 years | ||||
Montgomery Lease | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of lease renewal options | lease_renewal_option | 3 | ||||
Operating lease renewal term | 5 years | ||||
Capital lease obligations | $ 13.2 | ||||
Gain on sale of facility | 0.8 | 8.1 | |||
U.S. | Closed facilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, net | 1.2 | $ 1.2 | 1.2 | $ 1.2 | |
Capital lease obligations | New Facility Lease | |||||
Property, Plant and Equipment [Line Items] | |||||
Minimum annual payments | $ 1.1 | $ 1.1 | |||
Annual rent escalation percentage | 2.50% |
Goodwill and Other Intangible58
Goodwill and Other Intangibles - Schedule of Goodwill by Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill | ||
Balance at September 30, 2016 | $ 665.7 | $ 0 |
Measurement period adjustments | 4.4 | |
Ultra Chem Acquisition | 28 | 669 |
Foreign currency translation | 4.9 | (3.3) |
Balance at September 30, 2017 | 703 | 665.7 |
Chemicals | ||
Goodwill | ||
Balance at September 30, 2016 | 331.6 | 0 |
Measurement period adjustments | 2.7 | |
Ultra Chem Acquisition | 28 | 331.9 |
Foreign currency translation | 0.5 | (0.3) |
Balance at September 30, 2017 | 362.8 | 331.6 |
Plastics | ||
Goodwill | ||
Balance at September 30, 2016 | 271.1 | 0 |
Measurement period adjustments | 1.2 | |
Ultra Chem Acquisition | 0 | 274.1 |
Foreign currency translation | 4.4 | (3) |
Balance at September 30, 2017 | 276.7 | 271.1 |
Other | ||
Goodwill | ||
Balance at September 30, 2016 | 63 | 0 |
Measurement period adjustments | 0.5 | |
Ultra Chem Acquisition | 0 | 63 |
Foreign currency translation | 0 | 0 |
Balance at September 30, 2017 | $ 63.5 | $ 63 |
Goodwill and Other Intangible59
Goodwill and Other Intangibles - Definite Lived Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other intangibles | ||||
Estimated Useful Life (years) | 5 years | 5 years | ||
Gross Carrying Amount | $ 263.3 | $ 222 | ||
Accumulated Amortization | (31.8) | (7) | ||
Net Carrying Amount | 231.5 | 215 | ||
Customer-related | ||||
Other intangibles | ||||
Gross Carrying Amount | 234.6 | 200.3 | ||
Accumulated Amortization | (23.7) | (5.2) | ||
Net Carrying Amount | $ 210.9 | 195.1 | ||
Customer-related | Minimum | ||||
Other intangibles | ||||
Estimated Useful Life (years) | 5 years | |||
Customer-related | Maximum | ||||
Other intangibles | ||||
Estimated Useful Life (years) | 13 years | |||
Supplier-related | ||||
Other intangibles | ||||
Estimated Useful Life (years) | 10 years | |||
Gross Carrying Amount | $ 1.5 | 0 | ||
Accumulated Amortization | (0.1) | 0 | ||
Net Carrying Amount | 1.4 | 0 | ||
Trade name | ||||
Other intangibles | ||||
Gross Carrying Amount | 22.3 | 21 | ||
Accumulated Amortization | (7) | (1.7) | ||
Net Carrying Amount | 15.3 | 19.3 | ||
Below-market leases | ||||
Other intangibles | ||||
Gross Carrying Amount | 0.7 | 0.7 | ||
Accumulated Amortization | (0.3) | (0.1) | ||
Net Carrying Amount | 0.4 | 0.6 | ||
Non-compete agreements | ||||
Other intangibles | ||||
Gross Carrying Amount | 4.2 | 0 | ||
Accumulated Amortization | (0.7) | 0 | ||
Net Carrying Amount | $ 3.5 | $ 0 | ||
Non-compete agreements | Minimum | ||||
Other intangibles | ||||
Estimated Useful Life (years) | 3 years | |||
Non-compete agreements | Maximum | ||||
Other intangibles | ||||
Estimated Useful Life (years) | 10 years |
Goodwill and Other Intangible60
Goodwill and Other Intangibles - Amortization Expense (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 7 | $ 24.9 | ||
Period acquiree is included in operations | 114 days | |||
Expected amortization expense, year ending 2018 | $ 27.5 | |||
Expected amortization expense, year ending 2019 | 27.3 | |||
Expected amortization expense, year ending 2020 | 24.9 | |||
Expected amortization expense, year ending 2021 | 20.6 | |||
Expected amortization expense, year ending 2022 | $ 20.4 | |||
Predecessor | ||||
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 10.6 | $ 15.8 |
Goodwill and Other Intangible61
Goodwill and Other Intangibles -Narrative (Details) | Sep. 30, 2017 | Mar. 31, 2017 |
Goodwill [Line Items] | ||
Fair value in excess of carrying amount as a percent | 20.00% | 20.00% |
Plastics | ||
Goodwill [Line Items] | ||
Fair value in excess of carrying amount as a percent | 2.00% |
Debt - Summary of Short-Term De
Debt - Summary of Short-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Short-term borrowings | $ 40.8 | $ 38.4 |
Current portion of long-term debt and capital lease obligations | 10.3 | 9.3 |
Total short-term borrowings and current portion of long term debt and capital lease obligations, net | $ 51.1 | $ 47.7 |
Debt - Long-Term Debt Outstandi
Debt - Long-Term Debt Outstanding (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Long-term debt | ||
Total long-term debt | $ 823.7 | $ 795.9 |
Less: unamortized debt discount | (2.7) | (3.2) |
Less: debt issuance costs | (16.7) | (17.8) |
Less: current portion of long-term debt and capital lease obligations | (10.3) | (9.3) |
Long-term debt and capital lease obligations, less current portion, net | 794 | 765.6 |
Capital lease obligations | ||
Long-term debt | ||
Total long-term debt | 37.5 | 24.8 |
ABL Facility | ||
Long-term debt | ||
Total long-term debt | 139.3 | 117.7 |
Term Loan Facility | ||
Long-term debt | ||
Total long-term debt | $ 646.9 | $ 653.4 |
Debt - Short-term Borrowings As
Debt - Short-term Borrowings Associated with Operations in China (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Facility Limit | $ 46,800,000 | $ 50,900,000 |
Outstanding Borrowings Balance | 40,800,000 | 38,400,000 |
Remaining Availability | 700,000 | 2,000,000 |
Outstanding LOC and Bankers’ Acceptance Bills | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers' Acceptance Bills | 5,300,000 | 10,500,000 |
Bank of America - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 24,300,000 | 28,400,000 |
Outstanding Borrowings Balance | $ 23,800,000 | $ 27,300,000 |
Weighted Average Interest Rate on Borrowings | 4.30% | 4.00% |
Remaining Availability | $ 500,000 | $ 1,100,000 |
Bank of America - China | ABL Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 110.00% | |
Bank of America - China | Outstanding LOC and Bankers’ Acceptance Bills | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers' Acceptance Bills | 0 | $ 0 |
Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 22,500,000 | 22,500,000 |
Outstanding Borrowings Balance | $ 17,000,000 | $ 11,100,000 |
Weighted Average Interest Rate on Borrowings | 5.30% | 5.20% |
Remaining Availability | $ 200,000 | $ 900,000 |
Bank of Communications - China | ABL Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 100.00% | |
Bank of Communications - China | Outstanding LOC and Bankers’ Acceptance Bills | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers' Acceptance Bills | $ 5,300,000 | $ 10,500,000 |
Debt - Long-Term Debt Narrative
Debt - Long-Term Debt Narrative (Details) | Mar. 22, 2017 | Mar. 21, 2017 | Sep. 30, 2016USD ($) | Jun. 08, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2015USD ($) | Jun. 09, 2016USD ($) |
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | $ 50,900,000 | $ 46,800,000 | |||||
Eligible accounts receivable for monthly credit | 90.00% | ||||||
Percentage of orderly liquidation of eligible inventory for monthly credit | 85.00% | ||||||
Cash and cash equivalents held in blocked accounts | 100.00% | ||||||
Remaining availability | 2,000,000 | $ 700,000 | |||||
Debt issuances costs incurred | 25,300,000 | 1,300,000 | |||||
Debt issuance cost | $ 18,300,000 | ||||||
Long-term debt | 795,900,000 | 823,700,000 | |||||
Annual interest payments | 17,600,000 | ||||||
Montgomery Lease | |||||||
Long-term debt | |||||||
Capital lease, aggregate future interest payments | 13,600,000 | ||||||
Ryder | 2015 Ryder Lease | |||||||
Long-term debt | |||||||
Capital lease, aggregate future interest payments | 3,700,000 | ||||||
Predecessor | |||||||
Long-term debt | |||||||
Debt issuances costs incurred | $ 0 | $ 0 | |||||
Minimum | Montgomery Lease | |||||||
Long-term debt | |||||||
Annual interest payments | 100,000 | ||||||
Minimum | Ryder | 2015 Ryder Lease | |||||||
Long-term debt | |||||||
Annual interest payments | 100,000 | ||||||
Maximum | Montgomery Lease | |||||||
Long-term debt | |||||||
Annual interest payments | 1,000,000 | ||||||
Maximum | Ryder | 2015 Ryder Lease | |||||||
Long-term debt | |||||||
Annual interest payments | 1,000,000 | ||||||
Capital lease obligations | |||||||
Long-term debt | |||||||
Long-term debt | 24,800,000 | 37,500,000 | |||||
ABL Facility | |||||||
Long-term debt | |||||||
Line of credit facility excess availability (greater of) | $ 40,250,000 | ||||||
Line of credit facility, capacity | 10.00% | ||||||
Weighted average rate of interest | 2.87% | ||||||
Outstanding letters of credit | $ 71,300,000 | ||||||
Amount as collateral to the banking institution | 667,200,000 | ||||||
Debt issuances costs incurred | 6,800,000 | ||||||
Amortization of financing costs | 400,000 | 1,300,000 | |||||
Long-term debt | 117,700,000 | $ 139,300,000 | |||||
ABL Facility | Predecessor | |||||||
Long-term debt | |||||||
Amortization of financing costs | 2,100,000 | 3,000,000 | |||||
ABL Facility | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 0.25% | ||||||
Line of credit facility, commitment fee | 0.25% | ||||||
Fixed charge coverage ratio (at least) | 1 | ||||||
ABL Facility | Maximum | |||||||
Long-term debt | |||||||
Basis spread | 0.75% | ||||||
Line of credit facility, commitment fee | 0.375% | ||||||
ABL Facility | LIBOR or Canadian BA Rate | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 1.25% | ||||||
ABL Facility | LIBOR or Canadian BA Rate | Maximum | |||||||
Long-term debt | |||||||
Basis spread | 1.75% | ||||||
ABL Facility | US Tranche | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | $ 505,000,000 | ||||||
ABL Facility | Canadian Tranche | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | ||||||
ABL Facility | FILO Tranche | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | ||||||
Remaining availability | $ 5,000,000 | ||||||
ABL Facility | FILO Tranche | Alternate base rate | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 1.00% | ||||||
ABL Facility | FILO Tranche | Alternate base rate | Maximum | |||||||
Long-term debt | |||||||
Basis spread | 1.50% | ||||||
ABL Facility | FILO Tranche | LIBOR | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 2.00% | ||||||
ABL Facility | FILO Tranche | LIBOR | Maximum | |||||||
Long-term debt | |||||||
Basis spread | 2.50% | ||||||
ABL Facility | U.S. and Canadian Tranches | |||||||
Long-term debt | |||||||
Remaining availability | $ 277,800,000 | ||||||
Term Loan Facility | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | 655,000,000 | ||||||
Line of credit facility, increase in maximum borrowing capacity | $ 175,000,000 | ||||||
Basis spread | 4.25% | ||||||
Debt issuances costs incurred | 18,500,000 | ||||||
Net leverage ratio of available amount (to exceed) | 4.1 | ||||||
Interest rate for term loan facility | 5.02% | 1.00% | |||||
Percentage of aggregate annual amount to be paid every quarter | 1.00% | ||||||
Amortization of debt discount | $ 500,000 | ||||||
Amortization of financing costs | 700,000 | 2,400,000 | |||||
Debt issuance cost | 1,300,000 | ||||||
Long-term debt | $ 653,400,000 | $ 646,900,000 | |||||
Term Loan Facility | Predecessor | |||||||
Long-term debt | |||||||
Amortization of financing costs | $ 3,600,000 | $ 4,100,000 | |||||
Term Loan Facility | LIBOR | |||||||
Long-term debt | |||||||
Basis spread | 1.00% | ||||||
Term Loan Facility | Federal Funds Effective Rate | |||||||
Long-term debt | |||||||
Basis spread | 0.50% | ||||||
Term Loan Facility | One Month London Interbank Offered Rate | |||||||
Long-term debt | |||||||
Basis spread | 3.25% | ||||||
Letter of Credit | US Tranche | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||
Letter of Credit | Canadian Tranche | |||||||
Long-term debt | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Secured Debt | Term Loan Facility | Alternate base rate | |||||||
Long-term debt | |||||||
Basis spread | 3.25% | ||||||
Secured Debt | Term Loan Facility | LIBOR | |||||||
Long-term debt | |||||||
Basis spread | 4.25% | ||||||
Secured Debt | Term Loan Facility | LIBOR | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 1.00% | ||||||
Secured Debt | Term Loan Facility | TLB Amendment No. 1 | |||||||
Long-term debt | |||||||
Decrease in basis spread | 0.005% | ||||||
Secured Debt | Term Loan Facility | TLB Amendment No. 1 | Alternate base rate | |||||||
Long-term debt | |||||||
Basis spread | 2.75% | ||||||
Secured Debt | Term Loan Facility | TLB Amendment No. 1 | LIBOR | |||||||
Long-term debt | |||||||
Basis spread | 3.75% | ||||||
Prepayment premium, percentage | 1.00% | ||||||
Secured Debt | Term Loan Facility | TLB Amendment No. 1 | LIBOR | Minimum | |||||||
Long-term debt | |||||||
Basis spread | 0.00% |
Debt - Future Principal Payment
Debt - Future Principal Payment Obligations (Details) $ in Millions | Sep. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 51.1 |
2,019 | 9.6 |
2,020 | 9.6 |
2,021 | 148.7 |
2,022 | 13.2 |
Thereafter | 632.3 |
Total | $ 864.5 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Jun. 29, 2017USD ($) | Sep. 30, 2017USD ($) | 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 | ||
Early termination penalty on swap agreement | 300,000 | ||
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 | (100,000) | ||
Unrealized loss expected to be realized and recognized in income within the next twelve months | $ 900,000 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Assets and Liabilities (Details) - Cash flow hedging - Interest rate swap - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Accumulated other comprehensive income | ||
Derivatives, Fair Value [Line Items] | ||
Other comprehensive income/loss | $ 0 | $ 0 |
Level 2 | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0.3 | 0 |
Level 2 | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 1.1 | 0 |
Level 2 | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0.2 | $ 0 |
Maximum | Accumulated other comprehensive income | ||
Derivatives, Fair Value [Line Items] | ||
Other comprehensive income/loss | $ 0.1 |
Derivatives - Gain (Loss) on In
Derivatives - Gain (Loss) on Interest Rate Swaps (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | $ 0 | $ 0 | ||
Cash flow hedging | Designated as hedging instrument | Interest rate swap | Other comprehensive income | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | 0 | |||
Cash flow hedging | Designated as hedging instrument | Interest rate swap | Interest expense | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | $ (2) | |||
Predecessor | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | $ 0.3 | $ 0.2 | ||
Predecessor | Cash flow hedging | Designated as hedging instrument | Interest rate swap | Other comprehensive income | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | 0.3 | 0.2 | ||
Predecessor | Cash flow hedging | Designated as hedging instrument | Interest rate swap | Interest expense | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on interest rate hedges, net of tax | $ (0.3) | $ (0.6) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Jun. 09, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017interest_rate_swap |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Due to related party pursuant to contingent consideration obligations | $ 0 | $ 12.5 | ||
Early termination penalty on swap agreement | 0.3 | |||
TRA | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Discount rate, fair value of liability contingent consideration adjustment | 0.9 | |||
Tax rate, fair value of liability contingent consideration adjustment | 2.9 | |||
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 | $ 45.4 | 35 | 35.1 | |
Contingent consideration - fair value of TRA | $ 89.8 | 83.4 | 105.1 | |
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 | |||
Cash flow hedging | Level 2 | Interest rate swap | Other non-current assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Derivative asset | 0 | 0.3 | ||
Cash flow hedging | Level 2 | Interest rate swap | Accrued expenses and other liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Fair value of interest rate swaps | 0 | 1.1 | ||
Cash flow hedging | Level 2 | Interest rate swap | Other non-current liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||
Fair value of interest rate swaps | $ 0 | $ 0.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Contingent Consideration (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration as of September 30, 2016 | $ 118.4 | $ 0 |
Measurement period adjustment | 5.6 | 129.6 |
Change in fair value of contingent consideration | 16.2 | (11.2) |
Contingent consideration as of September 30, 2017 | 140.2 | 118.4 |
TRA | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration as of September 30, 2016 | 83.4 | 0 |
Measurement period adjustment | 5.6 | 84.2 |
Change in fair value of contingent consideration | 16.1 | (0.8) |
Contingent consideration as of September 30, 2017 | 105.1 | 83.4 |
Deferred Cash Consideration | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration as of September 30, 2016 | 35 | 0 |
Measurement period adjustment | 0 | 45.4 |
Change in fair value of contingent consideration | 0.1 | (10.4) |
Contingent consideration as of September 30, 2017 | $ 35.1 | $ 35 |
Share-Based Compensation and 72
Share-Based Compensation and Employee Benefit Plans - Successor Share-based Compensation Narrative (Details) - USD ($) | Jun. 08, 2016 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 1,028,571 | 5,747,856 | ||||
Vested (in shares) | (19,871,696) | (3,809,946) | ||||
Outstanding RSUs (in shares) | 2,928,500 | 2,928,500 | 23,116,625 | 21,520,715 | ||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
PSU's granted (in shares) | 1,542,500 | 212,000 | ||||
Performance period | 3 years | |||||
Stockholder return | 35.00% | |||||
Entitled percentage of common shares to recipient with a 35% stockholder return | 100.00% | |||||
Minimum stockholder return for awards to be awarded | (15.00%) | |||||
Volatility rate | 40.00% | |||||
Expected dividend yield | $ 0 | |||||
Additional shares authorized to be issued (up to) (in shares) | 3,048,000 | |||||
Weighted average remaining contractual term | 1 year 8 months 12 days | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 7,500,000 | |||||
Vested (in shares) | 0 | |||||
Outstanding RSUs (in shares) | 1,524,000 | |||||
Performance Shares | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 0.00% | |||||
Risk-free interest rate | 0.90% | |||||
Performance Shares | 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% | |||||
Stockholder return | (15.00%) | |||||
Performance Shares | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Entitled percentage of common shares to recipient | 200.00% | |||||
Risk-free interest rate | 0.00% | |||||
Performance Shares | 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% | |||||
Stockholder return | 0.00% | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
PSU's granted (in shares) | 1,028,571 | 5,747,856 | ||||
Weighted average remaining contractual term | 9 months | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 500,000 | |||||
Vested (in shares) | (53,765) | |||||
Outstanding RSUs (in shares) | 64,518 | 77,458 | ||||
Restricted Stock | Non-Employee Board Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 64,518 | 77,458 | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance period | 3 years | |||||
Weighted average remaining contractual term | 2 years 1 month | |||||
Unrecognized compensation cost related to non-vested performance share units | $ 100,000 | |||||
Granted (in shares) | 28,000 | |||||
Vested (in shares) | 0 | |||||
Outstanding RSUs (in shares) | 0 | |||||
Phantom Restricted Stock Unit (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 Performance Share Unit (PSU) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards issued to certain non-U.S. employees (in shares) | 10,000 | |||||
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 (up to) | 9,000,000 | 9,000,000 | ||||
Maximum number of shares per calendar year employees are allowed to receive (in shares) | 1,000,000 | |||||
Maximum value of award employee may receive per calendar year (greater than) | $ 12,000,000 | |||||
Shares available for issuance (in shares) | 7,274,042 | |||||
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 (greater than) | $ 1,000,000 | |||||
Contributions recorded as a component of selling, general and administrative expenses | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 1,300,000 | 4,500,000 | ||||
Contributions recorded as a component of selling, general and administrative expenses | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 100,000 | 600,000 | ||||
Contributions recorded as a component of selling, general and administrative expenses | Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 100,000 | |||||
TPG | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of restricted stock | 100,000 | |||||
TPG | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average remaining contractual term | 1 year 8 months 12 days | |||||
Vesting period | 3 years | |||||
Vested (in shares) | (33,333) | |||||
TPG | Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to non-vested performance share units | $ 400,000 | |||||
TPG | Contributions recorded as a component of selling, general and administrative expenses | Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 100,000 | $ 300,000 | ||||
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 | |||||
Treasury Stock | TPG | ||||||
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 |
Share-Based Compensation and 73
Share-Based Compensation and Employee Benefit Plans - PSU Activity (Details) - $ / shares | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Units | ||||
Outstanding at the beginning of the period (in shares) | 2,928,500 | 23,116,625 | 21,520,715 | |
Granted (in shares) | 1,028,571 | 5,747,856 | ||
Vested (in shares) | (19,871,696) | (3,809,946) | ||
Forfeited (in shares) | (1,345,000) | (342,000) | ||
Outstanding at the end of the period (in shares) | 2,928,500 | 23,116,625 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.26 | $ 0.26 | $ 0.28 | |
Granted (in USD per share) | 0.16 | 0.23 | ||
Vested (in USD per share) | 0.16 | 0.31 | ||
Forfeited (in USD per share) | 0.23 | 0.24 | ||
Outstanding at the end of the period (in USD per share) | $ 0.26 | $ 0.26 | ||
Performance Shares | ||||
Units | ||||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (230,500) | |||
Outstanding at the end of the period (in shares) | 1,524,000 | |||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 9.12 | |||
Granted (in USD per share) | 7.66 | |||
Vested (in USD per share) | 0 | |||
Forfeited (in USD per share) | 9.07 | |||
Outstanding at the end of the period (in USD per share) | $ 9.12 | $ 8.92 | ||
Restricted Stock | ||||
Units | ||||
Outstanding at the beginning of the period (in shares) | 64,518 | |||
Vested (in shares) | (53,765) | |||
Forfeited (in shares) | (10,753) | |||
Outstanding at the end of the period (in shares) | 64,518 | 77,458 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 9.27 | |||
Granted (in USD per share) | 8.26 | |||
Vested (in USD per share) | 9.27 | |||
Forfeited (in USD per share) | 9.27 | |||
Outstanding at the end of the period (in USD per share) | $ 9.27 | $ 8.26 | ||
Non-Employee Board Member | Restricted Stock | ||||
Units | ||||
Granted (in shares) | 64,518 | 77,458 |
Share-Based Compensation and 74
Share-Based Compensation and Employee Benefit Plans - Restricted Stock Activity of Successor (Details) - $ / shares | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Units | ||||
Outstanding at the beginning of the period (in shares) | 2,928,500 | 23,116,625 | 21,520,715 | |
Granted (in shares) | 1,028,571 | 5,747,856 | ||
Vested (in shares) | (19,871,696) | (3,809,946) | ||
Forfeited/Canceled (in shares) | (1,345,000) | (342,000) | ||
Outstanding at the end of the period (in shares) | 2,928,500 | 23,116,625 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.26 | $ 0.26 | $ 0.28 | |
Granted (in USD per share) | 0.16 | 0.23 | ||
Vested (in USD per share) | 0.16 | 0.31 | ||
Forfeited/Canceled (in USD per share) | 0.23 | 0.24 | ||
Outstanding at the end of the period (in USD per share) | $ 0.26 | $ 0.26 | ||
Restricted Equity Units | ||||
Units | ||||
Outstanding at the beginning of the period (in shares) | 0 | |||
Granted (in shares) | 28,000 | |||
Vested (in shares) | 0 | |||
Forfeited/Canceled (in shares) | (3,500) | |||
Outstanding at the end of the period (in shares) | 0 | |||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0 | |||
Granted (in USD per share) | 7.28 | |||
Vested (in USD per share) | 0 | |||
Forfeited/Canceled (in USD per share) | 7.28 | |||
Outstanding at the end of the period (in USD per share) | $ 0 | $ 7.28 | ||
Restricted Stock | ||||
Units | ||||
Outstanding at the beginning of the period (in shares) | 64,518 | |||
Vested (in shares) | (53,765) | |||
Forfeited/Canceled (in shares) | (10,753) | |||
Outstanding at the end of the period (in shares) | 64,518 | 77,458 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 9.27 | |||
Granted (in USD per share) | 8.26 | |||
Vested (in USD per share) | 9.27 | |||
Forfeited/Canceled (in USD per share) | 9.27 | |||
Outstanding at the end of the period (in USD per share) | $ 9.27 | $ 8.26 | ||
Restricted Equity Units | Restricted Equity Units | ||||
Units | ||||
Outstanding at the end of the period (in shares) | 24,500 |
Share-Based Compensation and 75
Share-Based Compensation and Employee Benefit Plans - Restricted Equity Plan Activity (Details) - $ / shares | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Units | ||||
Granted (in shares) | 1,028,571 | 5,747,856 | ||
Vested (in shares) | (19,871,696) | (3,809,946) | ||
Forfeited (in shares) | (1,345,000) | (342,000) | ||
Outstanding at the end of the period (in shares) | 2,928,500 | 23,116,625 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.26 | $ 0.26 | $ 0.28 | |
Granted (in USD per share) | 0.16 | 0.23 | ||
Vested (in USD per share) | 0.16 | 0.31 | ||
Forfeited (in USD per share) | 0.23 | 0.24 | ||
Outstanding at the end of the period (in USD per share) | $ 0.26 | $ 0.26 | ||
Restricted Equity Units | ||||
Units | ||||
Granted (in shares) | 28,000 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (3,500) | |||
Outstanding at the end of the period (in shares) | 0 | |||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0 | |||
Granted (in USD per share) | 7.28 | |||
Vested (in USD per share) | 0 | |||
Forfeited (in USD per share) | 7.28 | |||
Outstanding at the end of the period (in USD per share) | $ 0 | $ 7.28 |
Share-Based Compensation and 76
Share-Based Compensation and Employee Benefit Plans - Defined Contribution Plans Narrative (Details) | 12 Months Ended |
Sep. 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 Period over Twenty One Years | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 4.50% |
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 |
Minimum | Service Period over Twenty One Years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 21 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 77
Share-Based Compensation and Employee Benefit Plans - Cost of Defined Contribution Plan (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 3.5 | $ 10.4 | ||
Period acquiree is included in operations | 114 days | |||
Contributions recorded as a component of cost of sales and operating expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | 1.3 | $ 4 | ||
Contributions recorded as a component of selling, general and administrative expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 2.2 | $ 6.4 | ||
Predecessor | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 7.2 | $ 10.7 | ||
Predecessor | Contributions recorded as a component of cost of sales and operating expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | 2.7 | 3.9 | ||
Predecessor | Contributions recorded as a component of selling, general and administrative expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 4.5 | $ 6.8 |
Share-Based Compensation and 78
Share-Based Compensation and Employee Benefit Plans - Predecessor Equity Plan Narrative (Details) $ in Millions | 2 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 08, 2016USD ($)shares | Sep. 30, 2016USD ($) | Jun. 08, 2016USD ($)shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares vested in period (in shares) | shares | 19,871,696 | 3,809,946 | |||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares vested in period (in shares) | shares | 0 | ||||
Contributions recorded as a component of selling, general and administrative expenses | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ | $ 1.3 | $ 4.5 | |||
Class B | Predecessor | Performance Shares | |||||
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 | 5 | ||||
Class B | Predecessor | Time Based Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares vested in period (in shares) | shares | 368,136 | ||||
Compensation cost | $ | $ 2 | ||||
Class B | Contributions recorded as a component of selling, general and administrative expenses | Predecessor | Time Based Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ | $ 0.7 |
Share-Based Compensation and 79
Share-Based Compensation and Employee Benefit Plans - Predecessor Equity Plan Activity (Details) - $ / shares | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Units | ||||
Outstanding at the beginning of the period (in shares) | 2,928,500 | 23,116,625 | 21,520,715 | |
Granted (in shares) | 1,028,571 | 5,747,856 | ||
Vested (in shares) | (19,871,696) | (3,809,946) | ||
Forfeited (in shares) | (1,345,000) | (342,000) | ||
Outstanding at the end of the period (in shares) | 2,928,500 | 23,116,625 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.26 | $ 0.26 | $ 0.28 | |
Granted (in USD per share) | 0.16 | 0.23 | ||
Vested (in USD per share) | 0.16 | 0.31 | ||
Forfeited (in USD per share) | 0.23 | 0.24 | ||
Outstanding at the end of the period (in USD per share) | $ 0.26 | $ 0.26 | ||
Restricted Stock | ||||
Units | ||||
Outstanding at the beginning of the period (in shares) | 37,898,195 | 38,466,624 | 33,098,768 | |
Granted (in shares) | 1,028,571 | 5,747,856 | ||
Vested (in shares) | (1,597,000) | (380,000) | ||
Outstanding at the end of the period (in shares) | 37,898,195 | 38,466,624 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at beginning of period (in USD per unit) | $ 0.22 | $ 0.28 | $ 0.29 | |
Granted (in USD per unit) | 0.16 | 0.23 | ||
Forfeited/Canceled (in USD per unit) | 0.25 | 0.29 | ||
Outstanding at end of period (in USD per unit) | $ 0.22 | $ 0.28 | ||
Units | ||||
Outstanding at the beginning of the period (in shares) | 64,518 | |||
Vested (in shares) | (53,765) | |||
Forfeited (in shares) | (10,753) | |||
Outstanding at the end of the period (in shares) | 64,518 | 77,458 | ||
Average Grant Date Fair Value Per Unit | ||||
Outstanding at the beginning of the period (in USD per share) | $ 9.27 | |||
Granted (in USD per share) | 8.26 | |||
Vested (in USD per share) | 9.27 | |||
Forfeited (in USD per share) | 9.27 | |||
Outstanding at the end of the period (in USD per share) | $ 9.27 | $ 8.26 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 09, 2016 | Jun. 11, 2014 | Sep. 30, 2016 | Sep. 30, 2017 | Mar. 31, 2016 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |||
Common stock, shares issued (in shares) | 62,531,250 | 89,286,936 | 89,353,641 | ||
Common stock, shares outstanding (in shares) | 89,286,936 | 89,344,065 | |||
Warrants to purchase shares of common stock (in shares) | 25,012,500 | ||||
Strike price (USD per share) | $ 11.50 | ||||
Common stock outstanding, unit (in shares) | 1 | ||||
Warrant, unit (in shares) | 1 | ||||
Temporary equity, shares outstanding (in shares) | 47,512,924 | ||||
Temporary equity value | $ 475.2 | ||||
Stock redeemed (in shares) | 29,793,320 | ||||
Temporary equity, redemption price (USD per share) | $ 10.02 | ||||
New shares issued (in shares) | 2,240,000 | ||||
Shares issued for advisory services and deferred underwriting fees | $ 30.8 | $ 30.8 | |||
Debt issuance cost | $ 18.3 | ||||
Warrants called (in shares) | 22,400,000 | ||||
Selling Equityholders | |||||
Class of Stock [Line Items] | |||||
New shares issued (in shares) | 27,673,604 | ||||
Shares issued (USD per share) | $ 10 | ||||
Shares in lieu of payment (in shares) | 3,078,578 | ||||
Founders Shares | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 12,506,250 | ||||
Shares transferred to Selling Equityholders (in shares) | 3,554,240 | ||||
Founder Shares transferred to Selling Equityholders | $ 30.2 | ||||
Percentage of shares subject to condition one | 50.00% | ||||
Sale price equals or exceeds, condition one (USD per share) | $ 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% | ||||
Sale price equals or exceeds, condition two (USD per share) | $ 15 | ||||
Directors Founders Shares | |||||
Class of Stock [Line Items] | |||||
Shares in lieu of payment (in shares) | 30,000 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Number of IPO shares (in shares) | 50,025,000 | ||||
Private Placement | Selling Equityholders | |||||
Class of Stock [Line Items] | |||||
New shares issued (in shares) | 23,492,306 |
Equity - Warrants (Details)
Equity - Warrants (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||
Warrants outstanding (in shares) | 50,025,000 | 50,025,000 |
Exercise price (USD per share) | $ 11.50 | |
Warrant | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,012,500 | 25,012,500 |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) - shares | Sep. 30, 2017 | Sep. 30, 2016 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Equity - Treasury Stock (Detail
Equity - Treasury Stock (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2017USD ($)shares | |
Equity [Abstract] | |
Treasury stock, shares acquired (in shares) | shares | 9,576 |
Fair market value of treasury stock acquired | $ | $ 0.1 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2017 | |
Basic: | ||||||||||
Net income (loss) | $ (8.4) | $ 14.4 | ||||||||
Weighted average number of common shares outstanding, basic (in shares) | 76,774,578 | 76,743,853 | 76,746,168 | 76,746,168 | 76,746,168 | 34,072,056 | 14,869,746 | 14,854,081 | 35,193,789 | 76,752,752 |
Net income (loss) per common share - basic (USD per share) | $ 0.18 | $ 0.13 | $ (0.01) | $ (0.11) | $ 0.11 | $ (0.45) | $ (0.10) | $ (0.01) | $ (0.24) | $ 0.19 |
Diluted: | ||||||||||
Net income (loss) | $ (8.4) | $ 14.4 | ||||||||
Denominator for diluted earnings per share: | ||||||||||
Weighted average number of common shares outstanding, basic (in shares) | 76,774,578 | 76,743,853 | 76,746,168 | 76,746,168 | 76,746,168 | 34,072,056 | 14,869,746 | 14,854,081 | 35,193,789 | 76,752,752 |
Incremental common shares attributable to outstanding dilutive options and unvested restricted shares (in shares) | 0 | 87,058 | ||||||||
Denominator for diluted earnings per common share (in shares) | 76,852,267 | 76,828,868 | 76,746,168 | 76,746,168 | 76,793,154 | 34,072,056 | 14,869,746 | 14,854,081 | 35,193,789 | 76,839,810 |
Net income (loss) per common share - diluted (USD per share) | $ 0.18 | $ 0.13 | $ (0.01) | $ (0.11) | $ 0.11 | $ (0.45) | $ (0.10) | $ (0.01) | $ (0.24) | $ 0.19 |
Period acquiree is included in operations | 114 days |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 4 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Outstanding RSUs (in shares) | 2,928,500 | 23,116,625 | 21,520,715 | |||
Warrants exercised (in shares) | 50,025,000 | 50,025,000 | 50,025,000 | |||
Incorporation period of shares related to business combination | 114 days | |||||
Restricted Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Outstanding RSUs (in shares) | 64,518 | 77,458 | 64,518 | |||
Restricted Equity Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Outstanding RSUs (in shares) | 0 | 0 | ||||
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 | ||||
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 Equity Units | Restricted Equity Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Outstanding RSUs (in shares) | 24,500 |
Commitments, Contingencies an86
Commitments, Contingencies and Litigation - Non-Cancellable Rental Payments (Details) $ in Millions | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 15.9 |
2,019 | 12.3 |
2,020 | 8.4 |
2,021 | 6.4 |
2,022 | 4.9 |
Thereafter | 3 |
Total | $ 50.9 |
Commitments, Contingencies an87
Commitments, Contingencies and Litigation - Future Minimum Lease Payments Under Capital Leases (Details) $ in Millions | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 8.3 |
2,019 | 7.4 |
2,020 | 7.4 |
2,021 | 6.9 |
2,022 | 10.5 |
Thereafter | 32 |
Total minimum capital lease payments | 72.5 |
Less amount representing executory costs | (17.4) |
Less amount representing interest | (17.6) |
Present value of net minimum capital lease payments | $ 37.5 |
Commitments, Contingencies an88
Commitments, Contingencies and Litigation - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2011 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 |
Environmental Remediation | |||||
Net rent expense for operating leases | $ 6.9 | $ 25 | |||
Ashland | |||||
Environmental Remediation | |||||
Company responsible for aggregate expenses prior to the receipt of any indemnification from Ashland (up to) | $ 5 | ||||
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 | ||||
Predecessor | |||||
Environmental Remediation | |||||
Net rent expense for operating leases | $ 17.1 | $ 26.1 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Jun. 09, 2016 | Jun. 06, 2016 | May 23, 2016 | Mar. 31, 2016 | Jan. 05, 2016 | Mar. 26, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Mar. 31, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | ||||||||||||
Due to related party pursuant to contingent consideration obligations | $ 0 | $ 12,500,000 | ||||||||||
Due to related party pursuant to contingent consideration obligations, non-current | 118,400,000 | $ 127,700,000 | ||||||||||
Exercise price (USD per share) | $ 11.50 | |||||||||||
TPG | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchases from related party | 0 | $ 0 | ||||||||||
Ownership interest by related party | 35.00% | |||||||||||
Liability contingent consideration | 118,400,000 | 140,200,000 | ||||||||||
Amount due from TPG related entities | 600,000 | 700,000 | ||||||||||
Fee paid in connection with the Business Combination | 0 | 0 | ||||||||||
Entities related to members of the Board of Directors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party pursuant to contingent consideration obligations | 100,000 | |||||||||||
Entities related to members of the Board of Directors | $ 0 | 1,700,000 | ||||||||||
Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note, maximum borrowing amount | $ 750,000 | $ 750,000 | ||||||||||
Promissory note interest rate (percentage) | 5.00% | |||||||||||
Current accounts payable, promissory note | $ 200,000 | 200,000 | ||||||||||
Repayments of debt | $ 200,000 | |||||||||||
Predecessor | TPG | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchases from related party | $ 0 | $ 0 | ||||||||||
Fee paid in connection with the Business Combination | $ 9,900,000 | 9,900,000 | 0 | |||||||||
Predecessor | Entities related to members of the Board of Directors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Entities related to members of the Board of Directors | 0 | 0 | ||||||||||
FPA Subscription Agreement | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of IPO shares (in shares) | 18,260,000 | |||||||||||
Sponsor Subscription Agreement | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of IPO shares (in shares) | 1,000,000 | |||||||||||
Sale of Stock, Price Per Share | $ 10 | |||||||||||
PWPI and PWIMF Commitment Agreements | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Repurchased During Period, Shares | 3,000,000 | |||||||||||
FPA Commitment Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Agreement For Shares Not To Redeem, Shares | 2,094,727 | |||||||||||
January 2016 Convertible Note | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note interest rate (percentage) | 5.00% | |||||||||||
Current accounts payable, promissory note | $ 400,000 | |||||||||||
Repayments of debt | 400,000 | |||||||||||
Conversion price (USD per warrant) | $ 0.50 | |||||||||||
Class of warrant, exercise price of warrants for half share | 5.75 | |||||||||||
Exercise price (USD per share) | $ 11.50 | |||||||||||
March 2015 Convertible Note | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note interest rate (percentage) | 5.00% | |||||||||||
Current accounts payable, promissory note | $ 300,000 | |||||||||||
Repayments of debt | $ 300,000 | |||||||||||
Conversion price (USD per warrant) | $ 0.60 | |||||||||||
Class of warrant, exercise price of warrants for half share | 5.75 | |||||||||||
Exercise price (USD per share) | $ 11.50 | |||||||||||
Related party interest expense | $ 14,000 | |||||||||||
Letter Agreement for Chairman’s Services | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Letter agreement termination fee | $ 200,000 | |||||||||||
Consulting Services Agreement | Predecessor | Entities related to members of the Board of Directors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Entities related to members of the Board of Directors | $ 100,000 | $ 175,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Other Agreements with TPG (Details) - USD ($) $ in Millions | Jun. 09, 2016 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 |
Amounts included in Transaction related costs | |||||
Period acquiree is included in operations | 114 days | ||||
TPG | |||||
Sales to related entities: | |||||
Sales to related entities | $ 1.7 | $ 3.1 | |||
Amounts included in Selling, general and administrative expenses | |||||
Management fees to TPG | 0 | 0 | |||
Consulting fees to TPG | 0.1 | 0 | |||
Amounts included in Transaction related costs | |||||
Fee paid in connection with the Business Combination | 0 | 0 | |||
Entities related to members of the Board of Directors | |||||
Sales to related entities: | |||||
Sales to related entities | 0 | 0.1 | |||
Purchases from related entities: | |||||
Entities related to members of the Board of Directors | $ 0 | $ 1.7 | |||
Predecessor | TPG | |||||
Sales to related entities: | |||||
Sales to related entities | $ 3.1 | $ 8.8 | |||
Amounts included in Selling, general and administrative expenses | |||||
Management fees to TPG | 2.1 | 3.3 | |||
Consulting fees to TPG | 0.4 | 0.8 | |||
Amounts included in Transaction related costs | |||||
Fee paid in connection with the Business Combination | $ 9.9 | 9.9 | 0 | ||
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 - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Income (Loss) Before Income Taxes [Line Items] | ||||
U.S. | $ (9.1) | $ 7.9 | ||
Foreign | 1.9 | 17 | ||
Income (loss) from continuing operations before income taxes | $ (7.2) | $ 24.9 | ||
Predecessor | ||||
Income (Loss) Before Income Taxes [Line Items] | ||||
U.S. | $ (19.6) | $ 22 | ||
Foreign | 9.9 | 3.1 | ||
Income (loss) from continuing operations before income taxes | $ (9.7) | $ 25.1 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Current tax expense (benefit): | ||||
U.S. - Federal | $ 0.5 | $ 1.3 | ||
U.S. - State | (0.2) | 0.5 | ||
Foreign | 2 | 6.5 | ||
Total current tax expense | 2.3 | 8.3 | ||
Deferred tax expense (benefit): | ||||
U.S. - Federal | (0.8) | 4.6 | ||
U.S. - State | 0.4 | 0.2 | ||
Foreign | (0.7) | (2.6) | ||
Total deferred tax expense (benefit) | (1.1) | 2.2 | ||
Income tax expense | $ 1.2 | $ 10.5 | ||
Period acquiree is included in operations | 114 days | |||
Predecessor | ||||
Current tax expense (benefit): | ||||
U.S. - Federal | $ 0 | $ (1.8) | ||
U.S. - State | (0.1) | 0.1 | ||
Foreign | 3.2 | 2.8 | ||
Total current tax expense | 3.1 | 1.1 | ||
Deferred tax expense (benefit): | ||||
U.S. - Federal | 0.4 | 2.2 | ||
U.S. - State | 0.1 | 0 | ||
Foreign | 0.6 | 0.6 | ||
Total deferred tax expense (benefit) | 1.1 | 2.8 | ||
Income tax expense | $ 4.2 | $ 3.9 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Effective Tax Rate Reconciliation [Line Items] | ||||
U.S. statutory rate | 34.00% | 34.00% | ||
Pretax income (loss) at statutory rate | $ (2,500,000) | $ 8,500,000 | ||
State income taxes | 200,000 | 900,000 | ||
Statutory rate differential | (200,000) | (1,400,000) | ||
FIN 48 expense (benefit) | 0 | (500,000) | ||
Withholding and other taxes | 0 | 500,000 | ||
Stock basis adjustment | 0 | 0 | ||
Transaction costs | 5,000,000 | 0 | ||
Contingent liability | (1,600,000) | 2,400,000 | ||
Permanent differences and other items | 300,000 | (600,000) | ||
Statutory tax rate changes and differences | (200,000) | 0 | ||
True-up to prior year taxes | 0 | 600,000 | ||
Other | 0 | 0 | ||
Valuation allowance | 200,000 | 100,000 | ||
Income tax expense | $ 1,200,000 | $ 10,500,000 | ||
Effective tax rate | (16.70%) | 42.20% | ||
Predecessor | ||||
Effective Tax Rate Reconciliation [Line Items] | ||||
U.S. statutory rate | 0.00% | 0.00% | ||
Pretax income (loss) at statutory rate | $ 0 | $ 0 | ||
State income taxes | 0 | (100,000) | ||
Statutory rate differential | 2,500,000 | 4,500,000 | ||
FIN 48 expense (benefit) | 100,000 | (700,000) | ||
Withholding and other taxes | 300,000 | 300,000 | ||
Stock basis adjustment | 0 | (2,700,000) | ||
Transaction costs | 0 | 0 | ||
Contingent liability | 0 | 0 | ||
Permanent differences and other items | 600,000 | (700,000) | ||
Statutory tax rate changes and differences | (100,000) | (100,000) | ||
True-up to prior year taxes | 200,000 | 2,100,000 | ||
Other | 0 | 300,000 | ||
Valuation allowance | 600,000 | 1,000,000 | ||
Income tax expense | $ 4,200,000 | $ 3,900,000 | ||
Effective tax rate | (43.30%) | 15.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred Tax Assets | ||
Foreign operating losses | $ 6.3 | $ 5.8 |
Federal and state operating losses | 27.6 | 14.1 |
163J interest | 0 | 6.7 |
Unrealized gains/losses | 0.2 | 0 |
Fixed assets and intangibles | 0.9 | 0.6 |
Compensation and other accruals | 2.4 | 1 |
Other items | 0.9 | 0.4 |
Valuation allowance | (3.1) | (2.8) |
Total deferred tax assets | 35.2 | 25.8 |
Deferred Tax Liabilities | ||
Fixed assets and intangibles | 23.8 | 16.1 |
Compensation and other accruals | 0.2 | 2.7 |
Investment in partnerships | 43.2 | 28.9 |
Other items | 0.6 | 0.1 |
Total deferred tax liabilities | $ 67.8 | $ 47.8 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Income tax expense (benefit), continuing operations | ||||
U.S. statutory rate | 34.00% | 34.00% | ||
Pretax income (loss) at statutory rate | $ (2,500,000) | $ 8,500,000 | ||
State income taxes | 200,000 | 900,000 | ||
Statutory rate differential | (200,000) | (1,400,000) | ||
FIN 48 expense (benefit) | 0 | (500,000) | ||
Withholding and other taxes | 0 | 500,000 | ||
Stock basis adjustment | 0 | 0 | ||
Transaction costs | 5,000,000 | 0 | ||
Contingent liability | (1,600,000) | 2,400,000 | ||
Permanent differences and other items | 300,000 | (600,000) | ||
Statutory tax rate changes and differences | (200,000) | 0 | ||
True-up to prior year taxes | 0 | 600,000 | ||
Other | 0 | 0 | ||
Valuation allowance | 200,000 | 100,000 | ||
Income tax expense | $ 1,200,000 | $ 10,500,000 | ||
Effective tax rate | (16.70%) | 42.20% | ||
Predecessor | ||||
Income tax expense (benefit), continuing operations | ||||
U.S. statutory rate | 0.00% | 0.00% | ||
Pretax income (loss) at statutory rate | $ 0 | $ 0 | ||
State income taxes | 0 | (100,000) | ||
Statutory rate differential | 2,500,000 | 4,500,000 | ||
FIN 48 expense (benefit) | 100,000 | (700,000) | ||
Withholding and other taxes | 300,000 | 300,000 | ||
Stock basis adjustment | 0 | (2,700,000) | ||
Transaction costs | 0 | 0 | ||
Contingent liability | 0 | 0 | ||
Permanent differences and other items | 600,000 | (700,000) | ||
Statutory tax rate changes and differences | (100,000) | (100,000) | ||
True-up to prior year taxes | 200,000 | 2,100,000 | ||
Other | 0 | 300,000 | ||
Valuation allowance | 600,000 | 1,000,000 | ||
Income tax expense | $ 4,200,000 | $ 3,900,000 | ||
Effective tax rate | (43.30%) | 15.50% |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at beginning of period | $ 0 | $ 0.9 | ||
Increases related to positions taken on items from prior years | 0 | 0.1 | ||
Unrecognized tax benefits assumed related to acquisitions | 0.9 | 0.8 | ||
Lapse of statute of limitations | 0 | (0.6) | ||
Balance at end of period | 0.9 | $ 0 | $ 1.2 | |
Predecessor | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at beginning of period | $ 0.9 | 0.9 | $ 0.4 | |
Increases related to positions taken on items from prior years | 0.2 | 1.2 | ||
Unrecognized tax benefits assumed related to acquisitions | 0 | 0 | ||
Lapse of statute of limitations | (0.2) | (0.7) | ||
Balance at end of period | $ 0.9 | $ 0.9 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($) | Jun. 08, 2016USD ($) | Sep. 30, 2017USD ($)subsidiary | Sep. 30, 2015USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||
Earnings reinvested related to foreign subsidiaries | $ 85,200,000 | |||
Number of active subsidiaries | subsidiary | 2 | |||
Tax distributions made to LLC | 0 | $ 0 | ||
Valuation allowance | 2,800,000 | 3,100,000 | ||
Unrecognized tax benefits assumed related to acquisitions | 900,000 | 800,000 | ||
Uncertain tax positions, including related accrued interest and penalties | $ 1,200,000 | 1,800,000 | ||
Decrease in unrecognized tax benefits (up to) | 300,000 | |||
Predecessor | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax distributions made to LLC | $ 0 | $ 100,000 | ||
Valuation allowance | 3,600,000 | |||
Unrecognized tax benefits assumed related to acquisitions | $ 0 | 0 | ||
Uncertain tax positions, including related accrued interest and penalties | 1,100,000 | |||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 6,300,000 | |||
U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 27,400,000 | |||
Ultra Chem | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits assumed related to acquisitions | $ 1,300,000 | |||
Archway Acquisition | Predecessor | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits assumed related to acquisitions | $ 1,400,000 |
Segment and Geographic Data - N
Segment and Geographic Data - Narrative (Details) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017segmentcountry | Sep. 30, 2015 | |
Segment and Geographic Data | ||||
Number of operating segments | segment | 3 | |||
Chemicals | ||||
Segment and Geographic Data | ||||
Number of countries products are sold in (more than) | 50 | |||
Plastics | Minimum | ||||
Segment and Geographic Data | ||||
Number of countries products are sold in (more than) | 50 | |||
Polypropylene Product | Sales | Plastics | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 17.60% | 15.50% | ||
Predecessor | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 11.90% | |||
Predecessor | Polypropylene Product | Sales | Plastics | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 17.70% | 14.40% | ||
Supplier Concentration Risk | Predecessor | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 11.90% | |||
Supplier One | Supplier Concentration Risk | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 11.90% | 12.10% | ||
Supplier One | Supplier Concentration Risk | Predecessor | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 12.00% | |||
Supplier Two | Supplier Concentration Risk | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 10.40% | 9.90% | ||
Supplier Two | Supplier Concentration Risk | Predecessor | Purchases | ||||
Segment and Geographic Data | ||||
Concentration risk, percentage | 9.80% |
Segment and Geographic Data - S
Segment and Geographic Data - Summarized Financial Information (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Jun. 08, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Summarized financial information | |||||||||||||
Sales and operating revenues | $ 981.7 | $ 942.7 | $ 917.7 | $ 794.8 | $ 851.4 | $ 214.3 | $ 0 | $ 0 | $ 1,065.7 | $ 3,636.9 | |||
Gross profit | 109.1 | $ 102.7 | $ 102.2 | $ 84.4 | 89.6 | $ 18.8 | 0 | 0 | 108.4 | 398.4 | |||
Selling, general and administrative expenses | 91.7 | 312.9 | |||||||||||
Transaction related costs | 21.3 | 1.9 | |||||||||||
Change in fair value of contingent consideration obligations | (11.2) | 16.2 | |||||||||||
Operating income | 6.6 | 67.4 | |||||||||||
Other income | 0.5 | 8.3 | |||||||||||
Interest income (expense) | |||||||||||||
Interest income | 0.8 | 0.3 | |||||||||||
Interest expense | (15.1) | (51.1) | |||||||||||
Income (loss) from continuing operations before income taxes | (7.2) | 24.9 | |||||||||||
Segment assets | |||||||||||||
Assets | 2,253.5 | 2,078.9 | 2,078.9 | $ 2,253.5 | |||||||||
Period acquiree is included in operations | 114 days | ||||||||||||
Operating Segments | |||||||||||||
Segment assets | |||||||||||||
Assets | 1,647.3 | 1,450.5 | 1,450.5 | $ 1,647.3 | |||||||||
Unallocated assets | |||||||||||||
Segment assets | |||||||||||||
Assets | 606.2 | 628.4 | 628.4 | 606.2 | |||||||||
Chemicals | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 478.1 | 1,667.2 | |||||||||||
Gross profit | 55.7 | 205.6 | |||||||||||
Segment assets | |||||||||||||
Assets | 793.6 | 656.8 | 656.8 | 793.6 | |||||||||
Plastics | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 546.7 | 1,841.7 | |||||||||||
Gross profit | 43.6 | 167.2 | |||||||||||
Segment assets | |||||||||||||
Assets | 762.7 | 708.7 | 708.7 | 762.7 | |||||||||
Other | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 40.9 | 128 | |||||||||||
Gross profit | 9.1 | 25.6 | |||||||||||
Segment assets | |||||||||||||
Assets | $ 91 | $ 85 | $ 85 | $ 91 | |||||||||
Predecessor | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | $ 650.2 | 862.2 | 827.7 | $ 2,340.1 | $ 3,949.1 | ||||||||
Gross profit | $ 75.4 | $ 101.3 | $ 95.2 | 271.9 | 408 | ||||||||
Selling, general and administrative expenses | 208.9 | 329.5 | |||||||||||
Transaction related costs | 33.4 | 0.1 | |||||||||||
Change in fair value of contingent consideration obligations | 0 | 0 | |||||||||||
Operating income | 29.6 | 78.4 | |||||||||||
Other income | 2.9 | 11.4 | |||||||||||
Interest income (expense) | |||||||||||||
Interest income | 0.1 | 0.1 | |||||||||||
Interest expense | (42.3) | (64.8) | |||||||||||
Income (loss) from continuing operations before income taxes | (9.7) | 25.1 | |||||||||||
Predecessor | Chemicals | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 1,066.4 | 1,956.1 | |||||||||||
Gross profit | 136.2 | 224.4 | |||||||||||
Predecessor | Plastics | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 1,192.2 | 1,876.1 | |||||||||||
Gross profit | 117.6 | 155.1 | |||||||||||
Predecessor | Other | Operating Segments | |||||||||||||
Summarized financial information | |||||||||||||
Sales and operating revenues | 81.5 | 116.9 | |||||||||||
Gross profit | $ 18.1 | $ 28.5 |
Segment and Geographic Data - R
Segment and Geographic Data - Revenues by Geographic Location (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Jun. 08, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | $ 981.7 | $ 942.7 | $ 917.7 | $ 794.8 | $ 851.4 | $ 214.3 | $ 0 | $ 0 | $ 1,065.7 | $ 3,636.9 | |||
Period acquiree is included in operations | 114 days | ||||||||||||
U.S. | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 808.2 | $ 2,682.2 | |||||||||||
Canada | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 46.5 | 171.6 | |||||||||||
Other North America | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 18.4 | 87.2 | |||||||||||
North America | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 873.1 | 2,941 | |||||||||||
EMEA | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 130.6 | 481.7 | |||||||||||
Asia | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | $ 62 | $ 214.2 | |||||||||||
Predecessor | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | $ 650.2 | $ 862.2 | $ 827.7 | $ 2,340.1 | $ 3,949.1 | ||||||||
Predecessor | U.S. | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 1,779.4 | 3,029 | |||||||||||
Predecessor | Canada | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 102.4 | 196.3 | |||||||||||
Predecessor | Other North America | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 35.4 | 56.2 | |||||||||||
Predecessor | North America | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 1,917.2 | 3,281.5 | |||||||||||
Predecessor | EMEA | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | 291.9 | 486.3 | |||||||||||
Predecessor | Asia | |||||||||||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | |||||||||||||
Sales and operating revenues | $ 131 | $ 181.3 |
Unaudited Quarterly Informat101
Unaudited Quarterly Information (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Jun. 08, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Sales and operating revenues | $ 981.7 | $ 942.7 | $ 917.7 | $ 794.8 | $ 851.4 | $ 214.3 | $ 0 | $ 0 | $ 1,065.7 | $ 3,636.9 | |||
Gross profit | 109.1 | 102.7 | 102.2 | 84.4 | 89.6 | 18.8 | 0 | 0 | 108.4 | 398.4 | |||
Net income (loss) | $ 13.6 | $ 10.2 | $ (1.1) | $ (8.3) | $ 8.7 | $ (15.5) | $ (1.5) | $ (0.1) | $ (8.4) | $ 14.4 | |||
Net income (loss) per common share - basic (USD per share) | $ 0.18 | $ 0.13 | $ (0.01) | $ (0.11) | $ 0.11 | $ (0.45) | $ (0.10) | $ (0.01) | $ (0.24) | $ 0.19 | |||
Net income (loss) per common share - diluted (USD per share) | $ 0.18 | $ 0.13 | $ (0.01) | $ (0.11) | $ 0.11 | $ (0.45) | $ (0.10) | $ (0.01) | $ (0.24) | $ 0.19 | |||
Weighted average number of common shares outstanding, basic (in shares) | 76,774,578 | 76,743,853 | 76,746,168 | 76,746,168 | 76,746,168 | 34,072,056 | 14,869,746 | 14,854,081 | 35,193,789 | 76,752,752 | |||
Weighted average number of common shares outstanding, diluted (in shares) | 76,852,267 | 76,828,868 | 76,746,168 | 76,746,168 | 76,793,154 | 34,072,056 | 14,869,746 | 14,854,081 | 35,193,789 | 76,839,810 | |||
Predecessor | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Sales and operating revenues | $ 650.2 | $ 862.2 | $ 827.7 | $ 2,340.1 | $ 3,949.1 | ||||||||
Gross profit | 75.4 | 101.3 | 95.2 | 271.9 | 408 | ||||||||
Net income (loss) | $ (20.2) | $ 2.1 | $ 4.3 | $ (13.8) | $ 20.4 |
Schedule II - Valuation and 102
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 08, 2016 | Sep. 30, 2017 | Sep. 30, 2015 | ||
Allowance for Doubtful Accounts | |||||
Movement in Valuation Allowances and Reserves | |||||
Balance Beginning of Period | $ 0 | $ 1.4 | |||
Charged to Costs and Expenses | 0.3 | (0.2) | |||
Charged to Other Accounts | 1.3 | 1.7 | |||
Deductions | [1] | (0.2) | (0.7) | ||
Balance End of Period | 1.4 | 2.2 | |||
Reserve for sales returns and allowances | |||||
Movement in Valuation Allowances and Reserves | |||||
Balance Beginning of Period | 0 | 1.5 | |||
Charged to Costs and Expenses | 0 | 0 | |||
Charged to Other Accounts | [2] | 1.5 | (0.1) | ||
Deductions | 0 | 0 | |||
Balance End of Period | $ 1.5 | $ 1.4 | |||
Predecessor | Allowance for Doubtful Accounts | |||||
Movement in Valuation Allowances and Reserves | |||||
Balance Beginning of Period | $ 3.8 | $ 6.3 | |||
Charged to Costs and Expenses | 1.2 | 0.6 | |||
Charged to Other Accounts | 0 | 0 | |||
Deductions | [1] | (0.9) | (3.1) | ||
Balance End of Period | 4.1 | 3.8 | |||
Predecessor | Reserve for sales returns and allowances | |||||
Movement in Valuation Allowances and Reserves | |||||
Balance Beginning of Period | 1.6 | 2 | |||
Charged to Costs and Expenses | 0 | 0 | |||
Charged to Other Accounts | [2] | (0.1) | (0.4) | ||
Deductions | 0 | 0 | |||
Balance End of Period | $ 1.5 | $ 1.6 | |||
[1] | Accounts written off during the year, net of recoveries and foreign exchange impact. | ||||
[2] | Amounts represent estimates for expected sales returns. |