Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Nexeo Solutions, Inc. | |
Entity Central Index Key | 1,604,416 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 89,741,309 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 42.4 | $ 53.9 |
Accounts and notes receivable (net of allowance for doubtful accounts of $2.6 million and $2.2 million, respectively) | 630.6 | 597.4 |
Inventories | 374.3 | 315.5 |
Income taxes receivable | 2 | 3.4 |
Other current assets | 22.9 | 19.8 |
Total current assets | 1,072.2 | 990 |
Non-Current Assets | ||
Property, plant and equipment, net | 296 | 316.1 |
Goodwill | 706.2 | 703 |
Other intangible assets, net of amortization | 227.4 | 231.5 |
Deferred income taxes | 2.3 | 2.3 |
Other non-current assets | 13.8 | 10.6 |
Total non-current assets | 1,245.7 | 1,263.5 |
Total Assets | 2,317.9 | 2,253.5 |
Current Liabilities | ||
Short-term borrowings, current portion of long-term debt and capital lease obligations | 49.9 | 51.1 |
Accounts payable | 390.7 | 384.2 |
Accrued expenses and other liabilities | 54.2 | 58.4 |
Due to related party pursuant to contingent consideration obligations | 8.8 | 12.5 |
Income taxes payable | 7.1 | 3.2 |
Total current liabilities | 510.7 | 509.4 |
Non-Current Liabilities | ||
Long-term debt and capital lease obligations, less current portion, net | 829.9 | 794 |
Deferred income taxes | 30.8 | 34.9 |
Due to related party pursuant to contingent consideration obligations | 121.2 | 127.7 |
Other non-current liabilities | 7.9 | 9.9 |
Total non-current liabilities | 989.8 | 966.5 |
Total Liabilities | 1,500.5 | 1,475.9 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of March 31, 2018 and September 30, 2017) | 0 | 0 |
Common stock, $0.0001 par value (300,000,000 shares authorized; 89,753,662 shares issued and 89,741,309 shares outstanding as of March 31, 2018 and 89,353,641 shares issued and 89,344,065 shares outstanding as of September 30, 2017) | 0 | 0 |
Additional paid-in capital | 767.9 | 764.4 |
Retained earnings | 31.7 | 4.8 |
Accumulated other comprehensive income | 17.9 | 8.5 |
Treasury stock, at cost: 12,353 and 9,576 shares as of March 31, 2018 and September 30, 2017 | (0.1) | (0.1) |
Total equity | 817.4 | 777.6 |
Total Liabilities and Equity | $ 2,317.9 | $ 2,253.5 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2.6 | $ 2.2 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Shares issued (in shares) | 89,753,662 | 89,353,641 |
Shares outstanding (in shares) | 89,741,309 | 89,344,065 |
Treasury stock (in shares) | 12,353 | 9,576 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Sales and operating revenues | $ 1,041 | $ 917.7 | $ 1,970.6 | $ 1,712.5 |
Cost of sales and operating expenses | 925.3 | 815.5 | 1,748 | 1,525.9 |
Gross profit | 115.7 | 102.2 | 222.6 | 186.6 |
Selling, general and administrative expenses | 85.9 | 80 | 170.7 | 154.5 |
Transaction related costs | 0 | 0.3 | 0.1 | 1.1 |
Change in fair value of contingent consideration obligations | 12.6 | 10 | (6) | 20.6 |
Operating income | 17.2 | 11.9 | 57.8 | 10.4 |
Other income, net | 0.4 | 0.2 | 0.5 | 2.6 |
Interest income (expense) | ||||
Interest income | 0.1 | 0.1 | 0.2 | 0.2 |
Interest expense | (12.7) | (12.5) | (25.7) | (24.5) |
Net income (loss) before income taxes | 5 | (0.3) | 32.8 | (11.3) |
Income tax expense (benefit) | 4.6 | 0.8 | 5.9 | (1.9) |
Net income (loss) attributable to Nexeo Solutions, Inc. | $ 0.4 | $ (1.1) | $ 26.9 | $ (9.4) |
Net income (loss) per share available to common stockholders | ||||
Basic (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.12) |
Diluted (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.12) |
Weighted average number of common shares outstanding | ||||
Basic (in shares) | 76,795,742 | 76,746,168 | 76,794,618 | 76,746,168 |
Diluted (in shares) | 77,281,397 | 76,746,168 | 77,209,536 | 76,746,168 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 0.4 | $ (1.1) | $ 26.9 | $ (9.4) | |
Unrealized foreign currency translation gain (loss), net of tax | [1] | 4.2 | 5.7 | 5.3 | (7) |
Unrealized gain on interest rate hedges, net of tax | 2.2 | 0.3 | 4.1 | 0.3 | |
Other comprehensive income (loss), net of tax | 6.4 | 6 | 9.4 | (6.7) | |
Total comprehensive income (loss), net of tax attributable to Nexeo Solutions, Inc. | $ 6.8 | $ 4.9 | $ 36.3 | $ (16.1) | |
[1] | Tax effects are not material. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Sep. 30, 2016 | 89,286,936 | 0 | ||||
Beginning balance at Sep. 30, 2016 | $ 744.8 | $ 0 | $ 0 | $ 758.9 | $ (9.6) | $ (4.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Forfeiture of restricted stock awards (in shares) | (10,753) | |||||
Equity-based compensation | 2.7 | 2.7 | ||||
Comprehensive income: | ||||||
Net income | (9.4) | (9.4) | ||||
Other comprehensive income | (6.7) | (6.7) | ||||
Ending balance (in shares) at Mar. 31, 2017 | 89,276,183 | 0 | ||||
Ending balance at Mar. 31, 2017 | 731.4 | $ 0 | $ 0 | 761.6 | (19) | (11.2) |
Beginning balance (in shares) at Sep. 30, 2016 | 89,286,936 | 0 | ||||
Beginning balance at Sep. 30, 2016 | 744.8 | $ 0 | $ 0 | 758.9 | (9.6) | (4.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares associated with employee tax withholding for vesting of certain equity awards (in shares) | 9,576 | |||||
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] | ||||||
Issuance of restricted stock (in shares) | 415,867 | |||||
Vesting of restricted stock units (in shares) | 8,162 | |||||
Forfeiture of restricted stock awards (in shares) | (24,008) | |||||
Shares associated with employee tax withholding for vesting of certain equity awards (in shares) | (2,777) | 2,777 | ||||
Shares associated with employee tax withholding for vesting of certain equity awards | 0 | $ 0 | ||||
Equity-based compensation | 3.5 | 3.5 | ||||
Comprehensive income: | ||||||
Net income | 26.9 | 26.9 | ||||
Other comprehensive income | 9.4 | 9.4 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 89,741,309 | 12,353 | ||||
Ending balance at Mar. 31, 2018 | $ 817.4 | $ 0 | $ (0.1) | $ 767.9 | $ 31.7 | $ 17.9 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operations | ||
Net income (loss) | $ 26.9 | $ (9.4) |
Adjustments to reconcile to cash flows from operations: | ||
Depreciation and amortization | 39.1 | 34.6 |
Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization | 2.2 | 2 |
Provision for bad debt | 0.9 | (0.1) |
Deferred income taxes | (6.1) | (5.6) |
Equity-based compensation expense | 3.5 | 2.7 |
Change in fair value of contingent consideration obligations | (6) | 20.6 |
(Gain) loss from sales of property and equipment | (0.4) | 0.1 |
Gain related to reimbursements of certain capital expenditures incurred | 0 | (2.7) |
Changes in assets and liabilities: | ||
Accounts and notes receivable | (28.6) | (70.4) |
Inventories | (55.3) | (23.7) |
Other current assets | (1.5) | 1.9 |
Accounts payable | 2.3 | 33.8 |
Accrued expenses and other liabilities | (6.6) | (10.6) |
Changes in other operating assets and liabilities, net | 4.6 | 0.9 |
Net cash used in operating activities | (25) | (25.9) |
Cash flows from investing activities | ||
Additions to property and equipment | (8) | (14.5) |
Proceeds from the disposal of property and equipment | 2.6 | 0.1 |
Proceeds from reimbursement of certain capital expenditures incurred | 0 | 2.9 |
Cash paid for asset acquisitions | (7.7) | (5.1) |
Net cash used in investing activities | (13.1) | (16.6) |
Cash flows from financing activities | ||
Cash paid to TPG related to TRA | (4.2) | 0 |
Proceeds from short-term debt | 32.7 | 19.5 |
Repayments of short-term debt | (36.2) | (19.1) |
Proceeds from issuance of long-term debt | 374.8 | 385.5 |
Repayments of long-term debt and capital lease obligations | (339.9) | (293.6) |
Payment of debt issuance costs | (0.8) | (1.3) |
Net cash provided by financing activities | 26.4 | 91 |
Effect of exchange rate changes on cash and cash equivalents | 0.2 | (0.7) |
Increase (decrease) in cash and cash equivalents | (11.5) | 47.8 |
Cash and cash equivalents at the beginning of the period | 53.9 | 47.5 |
Cash and cash equivalents at the end of the period | 42.4 | 95.3 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 23.6 | 24.7 |
Cash paid during the period for taxes (net of refunds) | 5.3 | 2.6 |
Supplemental disclosure of non-cash investing and non-cash financing activities: | ||
Non-cash capital expenditures | 1 | 15.8 |
Non-cash intangible assets acquired | 3 | 3.4 |
Non-cash capital lease obligations, net | $ 0.2 | $ 13.4 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 6 Months Ended |
Mar. 31, 2018 | |
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 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included. Results of operations for the three and six months ended March 31, 2018 are not necessarily indicative of results to be expected for the fiscal year ending September 30, 2018 . Quarterly financial data should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended September 30, 2017 included in the Company's Annual Report on Form 10-K filed with the SEC on December 7, 2017 . The consolidated financial data as of September 30, 2017 presented in these unaudited condensed consolidated financial statements were derived from the Company’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP. Nature of Operations The Company is a global distributor of chemicals products in North America and Asia and a global distributor of plastics in North America, EMEA and Asia. In North America, primarily in the U.S., the Company provides on-site and off-site hazardous and non-hazardous environmental services, including waste collection, transportation, recovery, disposal arrangement and recycling services. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted 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 it did not have a material effect on the Company’s financial position or results of operations. 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 it did not have a material effect on the Company’s financial position or results of operations. 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 Company adopted this standard as of October 1, 2017 and it did not have a material effect on the Company’s financial position or results of operations. New Accounting Pronouncements Not Yet Adopted The Company continues the evaluation of the potential effects on its financial position or results of operations of the accounting pronouncements disclosed in its consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed with the SEC on December 7, 2017 , including ASU 2014-09, Revenue from Contracts with Customers and ASU 2016-02, Leases. With regards to ASU 2014-09, the Company continues to work on the identification, design and implementation of changes to its accounting systems, policies and internal controls to support the recognition and disclosure requirements under the new revenue recognition standard. However, the Company does not anticipate the adoption of the guidance will have a material effect on the amount or the timing of revenue recognition associated with the majority of its customer contracts given their general terms and duration. The Company expects to utilize the modified retrospective method of adoption by recognizing the cumulative effect of the adoption change as an adjustment to beginning of period retained earnings for the first quarter of fiscal 2019. The Company is in the process of evaluating the potential effects of ASU 2016-02 and is formulating its implementation plan, including potential changes to accounting systems, policies and internal controls to support the adoption of the new guidance. |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2018 | |
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. As of March 31, 2018, $9.7 million of the purchase price may remain in escrow for a period of up to five years from the closing of the acquisition 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. Purchase Price Allocation The Ultra Chem Acquisition is accounted for under the acquisition method, 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 Ultra Chem Closing Date: Purchase Consideration Allocation Accounts receivable $ 13.7 Inventory 9.1 Other current assets 2.4 Property and equipment 0.5 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 84.4 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 2.2 Total liabilities assumed 27.7 Net assets acquired $ 56.7 During the three months ended March 31, 2018, the Company completed its assessment of the fair values of the assets acquired and liabilities assumed in the Ultra Chem Acquisition. The Company recorded no material adjustments to the fair value estimates of assets and liabilities during the current period. There were no transaction costs incurred by the Company associated with the Ultra Chem Acquisition during the three months ended March 31, 2018 . Transaction costs incurred by the Company associated with the Ultra Chem Acquisition were $0.1 million during the six months ended March 31, 2018 and $0.1 million during the three and six months ended March 31, 2017 . 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 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 the 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 Cost of sales and operating expenses during the fiscal year ended September 30, 2017. 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 represent 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 purchase price allocation for property and equipment was based on the carrying value of such assets as it was determined to approximate fair value. 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 allocation of the purchase consideration. 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 allocation of the purchase consideration. 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 allocation of the purchase consideration. This intangible is amortized on a straight-line basis over a three -year period. 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 represent the reimbursement the Company reasonably expects 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. 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. 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. 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. Impact of the Ultra Chem Acquisition on the Company’s Condensed Consolidated Financial Information For the three and six months ended March 31, 2018 , the Company’s consolidated sales and operating revenues include $19.8 million and $40.4 million , respectively, related to the operations of the acquired business. For the three and six months ended March 31, 2018 , the Company’s consolidated net income includes less than $0.1 million and $0.3 million , respectively, related to the operations of the acquired business. Unaudited Consolidated Pro Forma Financial Information The unaudited consolidated pro forma results presented below include the effects of the Ultra Chem Acquisition as if it had occurred as of October 1, 2015, the beginning of the fiscal year prior to the date the Ultra Chem Acquisition occurred. The unaudited consolidated pro forma results reflect certain adjustments related to this acquisition, primarily reflecting a full period of Ultra Chem Group’s results of operations for each period presented, amortization expense associated with estimates for the acquired intangible assets, the effects of inventory step up from the acquisition, transaction costs, interest expense and income taxes. 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 Ultra Chem Acquisition occurred on October 1, 2015. Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales and operating revenues $ 1,041.0 $ 936.0 $ 1,970.6 $ 1,747.8 Operating income $ 17.0 $ 12.9 57.7 12.3 Net income (loss) from continuing operations $ 0.4 $ (0.7 ) 26.9 (8.6 ) Net income (loss) $ 0.4 $ (0.7 ) 26.9 (8.6 ) Basic net income (loss) per share $ 0.01 $ (0.01 ) 0.35 (0.11 ) Diluted net income (loss) per share $ 0.01 $ (0.01 ) 0.35 (0.11 ) Pro forma weighted average number of common shares outstanding Basic 76,795,742 76,746,168 76,794,618 76,746,168 Diluted 77,281,397 76,746,168 77,209,536 76,746,168 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. Of the remaining consideration, the Company paid $1.7 million in January 2018 and the remaining $1.7 million will be paid in January 2019. At March 31, 2018 , this amount is included in Accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. In connection with this transaction, the Company recognized intangible assets totaling $8.5 million which are included in Other intangible assets, net of amortization on the Company’s condensed consolidated balance sheets. The acquired intangible assets will be fully amortized over estimated useful lives ranging between 10 and 13 years. In February 2018, the Company acquired customer contracts and a customer list. As part of this transaction, the Company entered into a supply agreement and agreements granting the Company the non-exclusive use of certain trademarks and patents for the products covered by the supply agreement. The total consideration associated with this transaction was $9.0 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 condensed consolidated balance sheet. The Company paid $6.0 million of the consideration during the three months ended March 31, 2018 , and paid the remaining $3.0 million in April 2018. The acquired intangible assets will be fully amortized over estimated useful lives ranging between 5 and 13 years. |
Certain Balance Sheet Informati
Certain Balance Sheet Information | 6 Months Ended |
Mar. 31, 2018 | |
Certain Balance Sheet Information [Abstract] | |
Certain Balance Sheet Information | Certain Balance Sheet Information Cash and Cash Equivalents Cash and cash equivalents were $42.4 million as of March 31, 2018 and $53.9 million as of September 30, 2017 . These amounts included the following: March 31, 2018 September 30, 2017 Cash held by foreign subsidiaries $ 39.2 $ 36.8 Non-USD denominated currency held by foreign subsidiaries $ 35.5 $ 31.1 Currency denominated in RMB $ 5.1 $ 8.5 Non-USD denominated currency held by foreign subsidiaries was primarily in euros and CAD . 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 March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Finished products $ 369.7 $ 310.6 Supplies 4.6 4.9 Total $ 374.3 $ 315.5 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 March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Debt issuance costs of the ABL Facility $ 4.5 $ 5.1 Indemnification receivable 1.2 1.4 Deposits 2.7 2.8 Interest rate swap 4.7 0.3 Other 0.7 1.0 Total $ 13.8 $ 10.6 Amortization of debt issuance costs related to the ABL Facility recorded in Interest expense in the condensed consolidated statements of operations was $0.3 million and $0.6 million for the three and six months ended March 31, 2018 , respectively, and $0.3 million and $0.6 million for the three and six months ended March 31, 2017 , respectively. Due to Related Party Pursuant to Contingent Consideration Obligations 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 March 31, 2018 ). 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 was $54.2 million and $35.1 million as of March 31, 2018 and September 30, 2017 , respectively. 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. The current undiscounted cash flows associated with the TRA liability were estimated to be approximately $136.6 million over the time period during which the tax benefits are expected to be realized, currently estimated at over 20 years . The estimated fair value of the TRA liability is $75.8 million and $105.1 million as of March 31, 2018 and September 30, 2017 , respectively. See Note 9. The decrease in the liability is reflective of the provisional impact associated with the Tax Act enacted in December 2017 (see Note 15), which lowers the Company’s projected income tax liabilities, the estimate of tax benefits expected to be realized as a result of the Business Combination and the ultimate amount expected to be paid by the Company to the Selling Equityholders. 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. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Land $ 50.8 $ 51.0 Plants and buildings (1) 107.3 106.5 Machinery and equipment (2) 151.5 152.8 Software and computer equipment 64.8 63.3 Construction in progress 7.2 5.0 Total 381.6 378.6 Less accumulated depreciation (3) (85.6 ) (62.5 ) Property, plant and equipment, net $ 296.0 $ 316.1 (1) Includes $13.7 million related to facilities acquired under capital leases. (2) Includes $27.4 million and $27.2 million , respectively, related to equipment acquired under capital leases. (3) Includes $6.7 million and $4.9 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: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Depreciation expense $ 12.6 $ 12.1 $ 25.2 $ 23.3 Included in the carrying value of property, plant and equipment in the Company’s condensed consolidated balance sheets are certain closed facilities located in the U.S., which collectively have a carrying value of $1.1 million as of March 31, 2018 and September 30, 2017 . 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 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 late fiscal year 2018 or during fiscal year 2019 for approximately $10.8 million . Facility Lease As a result of the sale in September 2016 of the Company’s Franklin Park facility to the Illinois Tollway Authority under an eminent domain proceeding, the Company relocated operations to a new leased facility in Montgomery, Illinois. During the three and six months ended March 31, 2017 , the Company recorded a gain of $0.2 million and $2.7 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 condensed consolidated statements of operations. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Mar. 31, 2018 | |
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, 2017 $ 362.8 $ 276.7 $ 63.5 $ 703.0 Foreign currency translation (0.1 ) 3.3 — 3.2 Balance at March 31, 2018 $ 362.7 $ 280.0 $ 63.5 $ 706.2 Goodwill amounts by reportable segment at March 31, 2018 include the allocation of the purchase consideration of the Ultra Chem Acquisition as of the Ultra Chem Closing Date. 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. The Company performed an impairment test as of March 31 2018 and concluded that goodwill was not impaired. 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. 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 March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Estimated Gross Accumulated Net Gross Accumulated Net Customer-related 5-13 $ 241.5 $ (34.2 ) $ 207.3 $ 234.6 $ (23.7 ) $ 210.9 Supplier-related 6-10 3.2 (0.2 ) 3.0 1.5 (0.1 ) 1.4 Trade name 2-10 23.3 (9.8 ) 13.5 22.3 (7.0 ) 15.3 Below-market leases 1-7 0.7 (0.4 ) 0.3 0.7 (0.3 ) 0.4 Non-compete agreements 3-10 4.6 (1.3 ) 3.3 4.2 (0.7 ) 3.5 Total $ 273.3 $ (45.9 ) $ 227.4 $ 263.3 $ (31.8 ) $ 231.5 Amortization expense recognized on the intangible assets described above was as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Amortization expense $ 7.0 $ 5.7 $ 13.9 $ 11.3 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at March 31, 2018 and September 30, 2017 are summarized below: March 31, 2018 September 30, 2017 Short-term borrowings $ 39.6 $ 40.8 Current portion of long-term debt and capital lease obligations 10.3 10.3 Total short-term borrowings and current portion of long-term debt and capital lease obligations, net $ 49.9 $ 51.1 Long-term debt outstanding at March 31, 2018 and September 30, 2017 is summarized below: March 31, 2018 September 30, 2017 ABL Facility $ 179.0 $ 139.3 Term Loan Facility 643.6 646.9 Capital lease obligations (1) 36.2 37.5 Total long-term debt 858.8 823.7 Less: unamortized debt discount (2) (2.5 ) (2.7 ) Less: debt issuance costs (3) (16.1 ) (16.7 ) Less: current portion of long-term debt and capital lease obligations (10.3 ) (10.3 ) Long-term debt and capital lease obligations, less current portion, net $ 829.9 $ 794.0 (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 March 31, 2018 Bank of America - China (1) $ 24.3 $ 24.3 4.4 % $ — $ — Bank of Communications - China (2) 23.9 15.3 5.4 % 6.9 1.7 Total $ 48.2 $ 39.6 $ 6.9 $ 1.7 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 (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. The Company has the ability to provide additional capacity under these lines of credit, if needed. (2) The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. Long-Term Debt ABL Facility The ABL Facility provides for committed revolving credit financing including a U.S. Tranche of up to $505.0 million , a Canadian Tranche of up to the USD equivalent of $40.0 million and a FILO Tranche up to $30.0 million . Provided no default or event of default, 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 weighted average interest rate on borrowings under the ABL Facility was 2.88% at March 31, 2018 . The Company had the USD equivalent of $74.2 million in outstanding letters of credit under the ABL Facility at March 31, 2018 . The collective credit availability under the U.S. and Canadian Tranches of the ABL Facility was the U.S. equivalent of $279.7 million at March 31, 2018 . There was $5.0 million availability under the FILO Tranche at March 31, 2018 . The ABL Facility matures on June 9, 2021. Obligations under the ABL Facility are secured by a first priority lien on all ABL Facility first lien collateral, including eligible inventory and accounts receivable of the ABL Borrowers, and a second priority lien on all Term Loan Facility first lien collateral including outstanding equity interests of the Borrower and certain of the other subsidiaries of Holdings, in each case, subject to certain limitations; provided, that no ABL Facility first lien collateral or Term Loan Facility first lien collateral owned by the Canadian Borrower secure the obligations owing under the U.S. tranche of the ABL Facility. These accounts receivable and inventory totaled $724.7 million in the aggregate as of March 31, 2018 . As of March 31, 2018 , 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 the Company’s option, to request additional tranches of term loans in an aggregate principal amount, when included with any incremental borrowings issued under the ABL Facility, of up to $175.0 million , plus unlimited additional amounts such that the aggregate principal amount of indebtedness outstanding at the time of incurrence does not cause the Secured Net Leverage Ratio, calculated on a pro forma basis, to exceed 4.1 to 1.0 . Availability of such additional tranches of term loans is subject to the absence of any default and, among other things, the receipt of commitments by existing or additional financial institutions. On December 19, 2017, the Company completed TLB Amendment No. 2 amending the Term Loan Facility. TLB Amendment No. 2 reduced the interest rate margin applicable to outstanding term loans by 50 basis points from 3.75% to 3.25% for LIBOR loans and from 2.75% to 2.25% for base rate loans. TLB Amendment No. 2 also provides for a soft call premium equal to 1% of the amount of the term loans that are subject to certain repricing transactions occurring on or prior to twelve months from the effective date of TLB Amendment No. 2. As a result of TLB Amendment No. 2, the Company paid debt issuance costs of $0.8 million , which will be amortized throughout the remaining life of the Term Loan Facility. The Company is required to make scheduled quarterly payments in an aggregate annual amount equal to 1.0% of the aggregate principal amount of the outstanding term loans as of the Closing Date of the TLB Amendment No. 2, with the balance due at maturity. The average interest rate for the Term Loan Facility was 4.89% at March 31, 2018 . The Company amortized $0.1 million and $0.2 million of debt discount to interest expense during the three and six months ended March 31, 2018 , respectively and $0.1 million and $0.3 million of debt discount to interest expense during the three and six months ended March 31, 2017 , respectively. The Term Loan Facility matures on June 9, 2023. Additionally, the Term Loan Facility requires the Company 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. The Company generally has the right to prepay loans in whole or in part, without incurring any penalties for early payment. Obligations under the Term Loan Facility are secured by a first priority lien on all Term Loan 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. As of March 31, 2018 , the Company was in compliance with the covenants of the Term Loan Facility. Debt Issuance Cost Amortization Amortization expense included in interest expense related to debt issuance costs of the Term Loan Facility was $0.7 million and $1.4 million for the three and six months ended March 31, 2018 , respectively, and $0.6 million and $1.1 million for the three and six months ended March 31, 2017 , respectively. Capital Lease Obligations The capital lease obligation balance of $36.2 million as of March 31, 2018 is primarily associated with the Ryder Lease and the Montgomery Lease. The Ryder Lease obligation excludes decreasing annual interest payments ranging from $0.9 million to $0.1 million , for aggregate interest payments totaling $3.2 million . The Montgomery Lease obligation excludes decreasing annual interest payments ranging from $1.0 million to $0.1 million , for aggregate interest payments of $13.1 million . |
Derivatives
Derivatives | 6 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives During the three months ended March 31, 2018, the Company entered into three additional 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. 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 February 2023 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. 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. Derivative assets and liabilities at March 31, 2018 and September 30, 2017 consisted of the following: Recorded to March 31, 2018 September 30, 2017 Short-term derivative asset Other current assets $ 1.1 $ — Long-term derivative asset Other non-current assets $ 4.7 $ 0.3 Short-term derivative liability Accrued expenses and other liabilities $ 0.9 $ 1.1 Long-term derivative liability (1) Other non-current liabilities $ — $ 0.2 Other Comprehensive Income (2) Accumulated other comprehensive income $ 4.1 $ — (1) Long-term derivative liability at March 31, 2018 was less than $0.1 million . (2) Other Comprehensive Income for the fiscal year ended September 30, 2017 was less than $0.1 million Gains and losses (net of reclassifications into income, including any ineffective portion) related to the interest rate swaps were as follows: Three Months Ended March 31, Six Months Ended March 31, Recorded to 2018 2017 2018 2017 Realized loss Interest expense $ 0.3 $ 0.3 $ 0.7 $ 0.3 Unrealized gain, net of tax Other comprehensive income $ 2.2 $ 0.3 $ 4.1 $ 0.3 Unrealized gains related to the interest-rate swaps for the three and six months ended March 31, 2018 were net of a tax impact of $1.6 million . At March 31, 2018 , $0.6 million in unrealized gains were expected to be realized and recognized in income within the next twelve months. See Note 9 for additional information on the Company’s fair value of the derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2—Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3—Prices or valuation models that require inputs that are both significant to the fair value measurement and less observable for objective sources (i.e., supported by little or no market activity). The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Fair value of financial instruments The carrying values of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term borrowings approximate their fair value due to the short-term maturity of those instruments. The carrying values of borrowings outstanding under the Credit Facilities approximate fair value at March 31, 2018 and September 30, 2017 , 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. 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 4 was $54.2 million and $35.1 million as of March 31, 2018 and September 30, 2017 , respectively. The increase in the liability was largely driven by the increase in the Company’s stock price. 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 4 was $75.8 million and $105.1 million as of March 31, 2018 and September 30, 2017 , respectively. The decrease in the liability is reflective of the provisional impact associated with the Tax Act enacted in December 2017 (see Note 15), which lowers the Company’s projected income tax liabilities, the estimate of tax benefits expected to be realized as a result of the Business Combination and the ultimate amount expected to be paid by the Company to the Selling Equityholders. 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 March 31, 2018 valuation would have resulted in a decrease of approximately $0.3 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 increase in the tax rate compared to the tax rate used at the March 31, 2018 valuation would have resulted in an increase of approximately $2.4 million in the value of the liability for the contingent consideration related to the TRA. Changes in the fair value of the contingent consideration obligations for the six months ended March 31, 2018 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2017 $ 105.1 $ 35.1 $ 140.2 Cash paid to TPG (4.2 ) — (4.2 ) Change in fair value of contingent consideration (1) (25.1 ) 19.1 (6.0 ) Contingent consideration as of March 31, 2018 $ 75.8 $ 54.2 $ 130.0 (1) Included in Operating income in the condensed consolidated statements of operations. Significant changes in the estimates and inputs used in determining the fair value of the contingent consideration could have a material impact on the amounts recognized as a component of Operating income in future periods. Interest Rate Swaps The Company classifies interest rate swaps within Level 2. During the three months ended March 31, 2018, the Company entered into three additional interest rate swap agreements to help mitigate interest rate risk related to the variable rate Term Loan Facility. 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. The swap agreements expire at various dates through February 2023. At March 31, 2018 , the Company recorded $1.1 million to Other current assets, $4.7 million in Other non-current assets and $0.9 million in Accrued expenses and other liabilities in the condensed consolidated balance sheets related to these instruments. During the six months ended March 31, 2018 and 2017 , 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 | 6 Months Ended |
Mar. 31, 2018 | |
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. During the six months ended March 31, 2018 , the Company granted 193,667 PSUs to employees under the 2016 LTIP. These awards will vest on September 30, 2020, 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, which are based on a return on invested capital calculation over a three-year performance period. Depending on the calculation as of the vesting date, a recipient is entitled to receive between 0% and 200% of the initial award. The awards are accounted for as equity instruments, and the fair value of these awards was determined by the closing price of the Company's common stock on the date of grant. During the fiscal years ended September 30, 2017 and 2016, the Company granted 212,000 and 1,557,500 PSU awards to employees, respectively, under the 2016 LTIP. The recipient can receive between 0% and 200% of the initial award, based on the Company’s total stockholder return during approximate three -year performance period, or a cumulative Adjusted EBITDA target if a specified total stockholder return is not met. The Company used the Monte Carlo simulation model to estimate the fair value of the PSU awards at the grant date, factoring in the market-based vesting condition and 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 between 35% and 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 all PSU activity during the six months ended March 31, 2018 : PSUs Average Grant Date Fair Value Per Unit Unvested PSUs at September 30, 2017 1,524,000 $ 8.92 Granted 193,667 7.50 Vested — — Forfeited/Canceled (22,500 ) 9.13 Unvested PSUs at March 31, 2018 1,695,167 $ 8.76 As of March 31, 2018 , the Company may issue up to 3,390,334 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 $1.1 million and $2.3 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations for the three and six months ended March 31, 2018 , respectively, and $1.1 million and $2.2 million for the three and six months ended March 31, 2017 , respectively, related to the PSUs. As of March 31, 2018 , the outstanding PSUs had a weighted-average remaining contract life of 1.4 years. As of March 31, 2018 , there was $6.5 million of total unrecognized compensation cost related to unvested PSUs. In November 2017, the Company granted 415,867 shares of restricted stock to employees under the 2016 LTIP. The restricted stock awards vest equally on the anniversary of the grant date over a three -year period provided that the recipients of such grants continue their employment with the Company. The awards are accounted for as equity instruments, and the fair value of the restricted stock awards was determined by the closing price of the Company's common stock on the date of grant. During the fiscal years ended September 30, 2017 and 2016 , the Company granted restricted stock awards to certain of the Company’s non-employee directors under the 2016 LTIP that vest one year from the date of grant. The following table summarizes all restricted stock activity during the six months ended March 31, 2018 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2017 77,458 $ 8.26 Granted 415,867 7.50 Vested — — Forfeited/Canceled (24,008 ) 8.20 Restricted stock at March 31, 2018 469,317 $ 7.59 The restricted stock awards are accounted for as equity instruments, and the Company recognized compensation expense of $0.4 million and $0.7 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and six months ended March 31, 2018 , respectively, and $0.1 million and $0.3 million during the three and six months ended March 31, 2017 , respectively, related to the restricted stock. As of March 31, 2018 , there was $2.7 million of total unrecognized compensation expense related to restricted stock, and a weighted average remaining life of 2.3 years. During the fiscal year ended September 30, 2016, the TPG Restricted Stock Grants were awarded with respect to 100,000 shares of Company common stock owned by TPG. These awards vest in equal amounts over a three -year period provided that the recipients of such grants continue their employment with the Company. During the six months ended March 31, 2018 , 11,673 shares were transferred back to TPG due to forfeiture. 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 less than $0.1 million and $0.1 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations for the three and six months ended March 31, 2018 , respectively, and $0.1 million and $0.2 million for the three and six months ended March 31, 2017 , respectively, related to these awards. As of March 31, 2018 , there was $0.4 million of total unrecognized compensation cost related to these awards and a weighted average remaining life of 1.2 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 six months ended March 31, 2018 , the Company granted 999,492 stock options to employees under the 2016 LTIP. The awards vest in equal amounts over a three -year period provided that the recipients of such grants continue their employment with the Company. The Company used the Black-Scholes Merton model to estimate the fair value of the option awards at the grant date. The resulting grant date fair value is recognized as expense on a straight-line basis over the vesting period. The assumptions used in the Black-Scholes Merton model for the options included an expected term of six years, an expected stock price volatility of 35.0% based on a peer group of similar companies, an expected dividend yield of 0.0% and a risk-free interest rate of 2.1% . The following table summarizes stock option activity during the six months ended March 31, 2018 : Stock Options Average Grant Date Fair Value Per Unit Weighted Average Exercise Price Stock Options at September 30, 2017 — $ — $ — Granted 999,492 2.84 7.42 Exercised — — — Forfeited/Canceled — — — Stock Options at March 31, 2018 999,492 $ 2.84 $ 7.42 The stock options are accounted for as equity instruments, and the Company recognized compensation expense of $0.3 million and $0.4 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and six months ended March 31, 2018 , respectively, related to the restricted stock. As of March 31, 2018 , there was $2.3 million of total unrecognized compensation expense related to stock options, and a weighted average remaining contractual life of 9.6 years. The outstanding stock options as of March 31, 2018 had an aggregate intrinsic value of $3.3 million . No stock options were exercisable as of March 31, 2018 . During the three months ended December 31, 2016, the Company granted certain employees a total of 28,000 RSUs under the 2016 LTIP 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 six months ended March 31, 2018 : RSUs Average Grant Date Fair Value Per Unit Unvested RSUs at September 30, 2017 24,500 $ 7.28 Granted — — Vested (8,162 ) 7.28 Forfeited/Canceled — — Unvested RSUs at March 31, 2018 16,338 $ 7.28 The RSUs are accounted for as equity instruments, and the Company recognized compensation cost of less than $0.1 million as a component of Selling, general and administrative expenses on the condensed consolidated statements of operations during the three and six months ended March 31, 2018 and 2017 related to the RSUs. During the six months ended March 31, 2018 , 8,162 RSUs vested, and 2,777 shares were transferred to the Company (reflected as treasury stock) to satisfy the employees’ tax withholding obligations in connection with the vesting. As of March 31, 2018 , there was $0.1 million of total unrecognized compensation cost related to the RSUs, and a weighted average remaining life of 1.6 years. During the three months ended December 31, 2016, the Company also awarded 10,500 phantom RSUs and 10,000 phantom PSUs to certain non-U.S. employees under the 2016 LTIP. 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 three and six months ended March 31, 2018 and 2017 related to these awards. As of March 31, 2018 , there were 3,967,265 shares of the Company’s common stock available for issuance under the 2016 LTIP, assuming the PSU awards vest at their maximum target. Defined Contribution Plans Qualifying employees of the Company are eligible to participate in the Company’s 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 twenty-one years or more, respectively. A version of the 401(k) Plan is also available for qualifying employees of the Company in its foreign subsidiaries. The following summarizes contributions to the plans described above: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Contributions recorded as a component of cost of sales and operating expenses $ 1.0 $ 1.0 $ 2.0 $ 2.0 Contributions recorded as a component of selling, general and administrative expenses 1.7 1.6 3.2 3.2 Total contributions $ 2.7 $ 2.6 $ 5.2 $ 5.2 |
Equity
Equity | 6 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 , there were 89,753,662 shares of common stock issued and 89,741,309 shares of common stock outstanding, which includes the 12,476,250 Founder Shares. The Company has units outstanding which consist of one share of common stock and one warrant which are included in the respective totals. Founder Shares As of March 31, 2018 , there were 12,476,250 Founder Shares. These Founder Shares are subject to forfeiture on the tenth anniversary of the Closing Date unless: • with respect to 50% of such Founder Shares, the last sale price of the Company’s common stock as quoted on NASDAQ equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; and • with respect to the remaining 50% of such Founder Shares, the last sale price of the Company’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; or • the post-combination company completes a liquidation, merger, stock exchange or other similar transaction that results in all or substantially all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property or any transaction involving a consolidation, merger, proxy contest, tender offer or similar transaction in which the post-combination company is the surviving entity which results in a change in the majority of the Company’s board of directors or management team or the Company’s post-combination stockholders immediately prior to such transaction ceasing to own a majority of the surviving entity immediately after such transaction. The Founder Shares will not participate in dividends or other distributions with respect to the shares prior to these targets being met, whereupon the Founder Shares shall be entitled to all dividends and distributions paid on the common stock after the Business Combination as if they had been holders of record entitled to receive distributions on the applicable record date. Warrants As of March 31, 2018 , 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 March 31, 2018 , there were no shares of preferred stock issued and outstanding. Treasury Stock During the six months ended March 31, 2018 , in connection with the vesting of RSUs, 2,777 shares of common stock were transferred to the Company to satisfy the employees’ tax withholding obligations in connection with the vesting. Following the transfer, these shares were not canceled and are therefore classified as treasury stock. Total treasury stock as of March 31, 2018 is 12,353 shares. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2018 | |
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. Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Basic: Net income (loss) $ 0.4 $ (1.1 ) $ 26.9 $ (9.4 ) Weighted average number of common shares outstanding during the period 76,795,742 76,746,168 76,794,618 76,746,168 Net income (loss) per common share - basic $ 0.01 $ (0.01 ) $ 0.35 $ (0.12 ) Diluted: Net income (loss) $ 0.4 $ (1.1 ) $ 26.9 $ (9.4 ) Denominator for diluted earnings per share: Weighted average number of common shares outstanding during the period 76,795,742 76,746,168 76,794,618 76,746,168 Incremental common shares attributable to outstanding unvested restricted stock and unvested restricted stock units 485,655 — 414,918 — Denominator for diluted earnings per common share 77,281,397 76,746,168 77,209,536 76,746,168 Net income (loss) per common share - diluted $ 0.01 $ (0.01 ) $ 0.35 $ (0.12 ) 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 employees and restricted stock units awards to employees; the outstanding stock options were not included as the result would have been anti-dilutive. During the three and six months ended March 31, 2017 , the outstanding restricted stock awards and restricted stock unit awards were not included as their impact on the Company’s net loss would have been anti-dilutive. For the three and six months ended March 31, 2018 and 2017 , there were 12,476,250 Founder Shares excluded from the basic and diluted computations 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 three and six months ended March 31, 2018 and 2017 . |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | Commitments, Contingencies and Litigation Operating Leases The Company is a lessee of office buildings, transportation equipment, warehouses and storage facilities, other equipment, facilities and properties under operating lease agreements that expire at various dates. Rent expense (including rentals under short-term leases) was $6.0 million and $12.5 million for the three and six months ended March 31, 2018 , respectively, and $6.7 million and $13.1 million for the three and six months ended March 31, 2017 , respectively. Future minimum non-cancellable rental payments as of March 31, 2018 are as follows: 2018 $ 15.1 2019 10.0 2020 6.9 2021 5.8 2022 4.4 Thereafter 0.8 Total $ 43.0 Capital Leases The Company leases certain equipment and facilities under capital lease agreements. As of March 31, 2018 , future minimum lease payments under capital leases were as follows: 2018 $ 8.2 2019 7.4 2020 7.1 2021 6.9 2022 12.9 Thereafter 26.5 Total minimum capital lease payments 69.0 Less amount representing executory costs (16.3 ) Less amount representing interest (16.5 ) Present value of net minimum capital lease payments $ 36.2 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 obligations under the ADA Purchase Agreement as described above terminated as of March 31, 2016, other than for the 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 sought a declaration that, pursuant to the ADA Purchase Agreement, Solutions was obligated to indemnify Ashland for losses Ashland incurred pertaining to the Other Retained Remediation Liabilities, up to the amount of the aggregate $5.0 million deductible applicable for expenses incurred by Solutions, whether or not Solutions incurs any expenses or obtained any indemnity from Ashland. Ashland further alleged that Solutions breached duties related to the ADA Purchase Agreement by not having so indemnified Ashland for amounts Ashland incurred for Other Retained Remediation Liabilities at sites where Ashland disposed of wastes prior to the Ashland Distribution Acquisition, and on that basis sought 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. On January 31, 2018, the Delaware Supreme Court affirmed the lower court’s grant of the Company’s Motion for Summary Judgment. Ashland did not request a rehearing of the ruling. Therefore, the judgment in the Company’s favor is final and this matter is closed. 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 any other potentially responsible parties. Other Legal Proceedings The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Other Contingencies In June 2014, the Predecessor self-disclosed to the DTSC that an inventory of its Fairfield facility had revealed potential violations of RCRA and the California Health and Safety Code. Although no formal proceeding has been initiated, the Company expects the DTSC to seek payment of fines or other penalties for non-compliance. The Company does not expect the amount of any such fine or other penalty to have a material adverse effect on its business, financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On February 28, 2018, the Company entered into a Transportation Logistics Management Services Agreement with Transplace Texas, LP (“Transplace”), pursuant to which Transplace, a portfolio company of TPG and affiliate of the Company, agrees to provide certain transportation logistics management services to the Company over a minimum period of three years at an estimated annual cost of $1.2 million . The agreement was entered into on arms’ length terms following a competitive bid process. The tables below summarize activity recorded during the respective periods for related party transactions: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales to related entities: TPG $ 0.9 $ 0.8 $ 2.5 $ 1.5 Purchases from related entities: Entities related to members of the Board of Directors $ 2.8 $ 0.6 $ 6.2 $ 1.0 March 31, 2018 September 30, 2017 Accounts receivable from related entities: TPG $ 0.6 $ 0.7 Accounts payable to related entities: Entities related to members of the Board of Directors $ 0.5 $ 0.1 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 Company. 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 as follows: March 31, 2018 September 30, 2017 Due to related party pursuant to contingent consideration obligations: Current liability $ 8.8 $ 12.5 Non-current liability 121.2 127.7 Total fair value $ 130.0 $ 140.2 During the six months ended March 31, 2018 the Company paid $4.2 million to TPG related to the TRA. See Note 9. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For all periods, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method. Use of the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense. The Tax Act significantly revises future U.S. corporate income taxes by, among other things, lowering U.S. corporate income tax rates and implementing a modified territorial tax system. Because the Company has a September 30 fiscal year end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 24.3% for the Company’s fiscal year ending September 30, 2018 and 21.0% for subsequent fiscal years. The Tax Act also provided for certain transition impacts. As part of the transition to the new modified territorial tax system, the Tax Act imposes a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries. The Company does not currently anticipate an impact from the repatriation tax charge. For the six months ended March 31, 2018, the impact of the Tax Act resulted in a net tax benefit of approximately $4.5 million , related solely to the remeasurement of the Company’s net deferred tax liabilities at the lower enacted corporate tax rates. In accordance with recently issued SEC guidance, the estimated net income tax benefit of $4.5 million is considered provisional representing the Company’s current best estimate based on interpretation of the provisions of the Tax Act, as data continues to be accumulated in order to finalize the underlying calculations. In addition, due to the broad and complex changes contained in the Tax Act, the Company’s current estimate of the impact may be influenced by, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act and any changes in accounting standards for income taxes or related interpretations issued in response to the Tax Act. The Company anticipates finalizing and recording any resulting adjustments by the end of its current fiscal year ending September 30, 2018. Income tax expense for the three months ended March 31, 2018 was $4.6 million on pre-tax income of $5.0 million compared to the income tax expense of $0.8 million on pre-tax loss of $0.3 million for the three months ended March 31, 2017 . The current and prior period tax expense was largely attributable to income in profitable foreign jurisdictions. Income tax expense for the six months ended March 31, 2018 was $5.9 million on pre-tax income of $32.8 million compared to the income tax benefit of $1.9 million on pre-tax loss of $11.3 million for the six months ended March 31, 2017 . The current period tax expense was largely attributable to current year income. The expense generated in the U.S. was offset by a current period benefit on deferred tax liabilities as a result of the impact of the Tax Act. The prior period tax benefit was largely attributed to U.S. operations related to deferred taxes driven by the net loss incurred during the period. At March 31, 2018 and September 30, 2017 , the valuation allowance was $2.6 million and $3.1 million , respectively, primarily related 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 March 31, 2018 , management believes it is more likely than not that it will realize the majority of its deferred tax assets. Uncertain Tax Positions In connection with the Ultra Chem Acquisition, the Company recorded income tax-related uncertainties totaling $1.4 million , inclusive of interest and penalties. Additionally, the Company also recognized indemnification assets related to certain of these income tax-related uncertainties. The indemnification assets were included in Other current assets and Other non-current assets in the condensed consolidated balance sheets, representing the reimbursement the Company reasonably expected to receive from funds held in escrow pursuant to the purchase agreement. See Note 3. The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of Income tax expense in the condensed consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during all periods. The Company had $1.5 million and $1.8 million related to uncertain tax positions, including related accrued interest and penalties as of March 31, 2018 and September 30, 2017 , respectively. Between the time of the initial recording of the uncertain tax provisions associated with the Ultra Chem Acquisition and the three months ended March 31, 2018 , the Company reduced the reserve by approximately $0.4 million due to the lapse of the applicable statute of limitations. |
Segment and Geographic Data
Segment and Geographic Data | 6 Months Ended |
Mar. 31, 2018 | |
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, 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. While the Plastics line of business serves a broad cross section of industrial segments; key end markets are automotive and healthcare. 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, transportation, recovery, disposal arrangement, and recycling services 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. No single customer accounted for more than 10% of revenues for any line of business for each of the periods reported. Intersegment revenues were insignificant. Certain assets are aggregated at the line of business level. The assets attributable to the Company’s lines of business, that are reviewed by the Chief Operating Decision Maker, consist of trade accounts receivable, inventories, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company’s inventory of packaging materials and containers, as well as property, plant and equipment, are generally not allocated to a line of business and are included in unallocated assets. Summarized financial information relating to the Company’s lines of business is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales and operating revenues Chemicals $ 487.8 $ 415.0 $ 919.7 $ 767.4 Plastics 516.9 471.7 979.1 884.2 Other 36.3 31.0 71.8 60.9 Total sales and operating revenues 1,041.0 917.7 1,970.6 1,712.5 Gross profit Chemicals 62.0 50.6 120.4 93.3 Plastics 47.0 45.8 88.9 81.8 Other 6.7 5.8 13.3 11.5 Total gross profit 115.7 102.2 222.6 186.6 Selling, general & administrative expenses 85.9 80.0 170.7 154.5 Transaction related costs — 0.3 0.1 1.1 Change in fair value related to contingent consideration obligations 12.6 10.0 (6.0 ) 20.6 Operating income 17.2 11.9 57.8 10.4 Other income 0.4 0.2 0.5 2.6 Interest income (expense) Interest income 0.1 0.1 0.2 0.2 Interest expense (12.7 ) (12.5 ) (25.7 ) (24.5 ) Income (loss) before income taxes $ 5.0 $ (0.3 ) $ 32.8 $ (11.3 ) March 31, 2018 September 30, 2017 IDENTIFIABLE ASSETS Chemicals $ 840.3 $ 793.6 Plastics 814.1 762.7 Other 94.1 91.0 Total identifiable assets by reportable segment 1,748.5 1,647.3 Unallocated assets 569.4 606.2 Total assets $ 2,317.9 $ 2,253.5 Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 U.S. $ 754.9 $ 684.2 $ 1,423.0 $ 1,271.6 Canada 51.3 46.7 93.8 83.6 Other North America 33.6 12.7 66.6 25.2 Total North America Operations 839.8 743.6 $ 1,583.4 $ 1,380.4 EMEA 149.7 124.4 276.9 221.3 Asia 51.5 49.7 110.3 110.8 Total $ 1,041.0 $ 917.7 $ 1,970.6 $ 1,712.5 |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included. Results of operations for the three and six months ended March 31, 2018 are not necessarily indicative of results to be expected for the fiscal year ending September 30, 2018 . Quarterly financial data should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended September 30, 2017 included in the Company's Annual Report on Form 10-K filed with the SEC on December 7, 2017 . The consolidated financial data as of September 30, 2017 presented in these unaudited condensed consolidated financial statements were derived from the Company’s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP. |
Recent Accounting Pronouncements Adopted and New Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted In 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 it did not have a material effect on the Company’s financial position or results of operations. 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 it did not have a material effect on the Company’s financial position or results of operations. 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 Company adopted this standard as of October 1, 2017 and it did not have a material effect on the Company’s financial position or results of operations. New Accounting Pronouncements Not Yet Adopted The Company continues the evaluation of the potential effects on its financial position or results of operations of the accounting pronouncements disclosed in its consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed with the SEC on December 7, 2017 , including ASU 2014-09, Revenue from Contracts with Customers and ASU 2016-02, Leases. With regards to ASU 2014-09, the Company continues to work on the identification, design and implementation of changes to its accounting systems, policies and internal controls to support the recognition and disclosure requirements under the new revenue recognition standard. However, the Company does not anticipate the adoption of the guidance will have a material effect on the amount or the timing of revenue recognition associated with the majority of its customer contracts given their general terms and duration. The Company expects to utilize the modified retrospective method of adoption by recognizing the cumulative effect of the adoption change as an adjustment to beginning of period retained earnings for the first quarter of fiscal 2019. The Company is in the process of evaluating the potential effects of ASU 2016-02 and is formulating its implementation plan, including potential changes to accounting systems, policies and internal controls to support the adoption of the new guidance. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s allocation of the purchase consideration to assets acquired and liabilities assumed at the Ultra Chem Closing Date: Purchase Consideration Allocation Accounts receivable $ 13.7 Inventory 9.1 Other current assets 2.4 Property and equipment 0.5 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 84.4 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 2.2 Total liabilities assumed 27.7 Net assets acquired $ 56.7 |
Schedule of Consolidated Pro Forma 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 Ultra Chem Acquisition occurred on October 1, 2015. Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales and operating revenues $ 1,041.0 $ 936.0 $ 1,970.6 $ 1,747.8 Operating income $ 17.0 $ 12.9 57.7 12.3 Net income (loss) from continuing operations $ 0.4 $ (0.7 ) 26.9 (8.6 ) Net income (loss) $ 0.4 $ (0.7 ) 26.9 (8.6 ) Basic net income (loss) per share $ 0.01 $ (0.01 ) 0.35 (0.11 ) Diluted net income (loss) per share $ 0.01 $ (0.01 ) 0.35 (0.11 ) Pro forma weighted average number of common shares outstanding Basic 76,795,742 76,746,168 76,794,618 76,746,168 Diluted 77,281,397 76,746,168 77,209,536 76,746,168 |
Certain Balance Sheet Informa26
Certain Balance Sheet Information (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Certain Balance Sheet Information [Abstract] | |
Schedule of Cash and Cash Equivalents | These amounts included the following: March 31, 2018 September 30, 2017 Cash held by foreign subsidiaries $ 39.2 $ 36.8 Non-USD denominated currency held by foreign subsidiaries $ 35.5 $ 31.1 Currency denominated in RMB $ 5.1 $ 8.5 |
Summary of Inventories | Inventories at March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Finished products $ 369.7 $ 310.6 Supplies 4.6 4.9 Total $ 374.3 $ 315.5 |
Schedule of Other Non-Current Assets | Other non-current assets at March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Debt issuance costs of the ABL Facility $ 4.5 $ 5.1 Indemnification receivable 1.2 1.4 Deposits 2.7 2.8 Interest rate swap 4.7 0.3 Other 0.7 1.0 Total $ 13.8 $ 10.6 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Land $ 50.8 $ 51.0 Plants and buildings (1) 107.3 106.5 Machinery and equipment (2) 151.5 152.8 Software and computer equipment 64.8 63.3 Construction in progress 7.2 5.0 Total 381.6 378.6 Less accumulated depreciation (3) (85.6 ) (62.5 ) Property, plant and equipment, net $ 296.0 $ 316.1 (1) Includes $13.7 million related to facilities acquired under capital leases. (2) Includes $27.4 million and $27.2 million , respectively, related to equipment acquired under capital leases. (3) Includes $6.7 million and $4.9 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: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Depreciation expense $ 12.6 $ 12.1 $ 25.2 $ 23.3 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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, 2017 $ 362.8 $ 276.7 $ 63.5 $ 703.0 Foreign currency translation (0.1 ) 3.3 — 3.2 Balance at March 31, 2018 $ 362.7 $ 280.0 $ 63.5 $ 706.2 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets at March 31, 2018 and September 30, 2017 consisted of the following: March 31, 2018 September 30, 2017 Estimated Gross Accumulated Net Gross Accumulated Net Customer-related 5-13 $ 241.5 $ (34.2 ) $ 207.3 $ 234.6 $ (23.7 ) $ 210.9 Supplier-related 6-10 3.2 (0.2 ) 3.0 1.5 (0.1 ) 1.4 Trade name 2-10 23.3 (9.8 ) 13.5 22.3 (7.0 ) 15.3 Below-market leases 1-7 0.7 (0.4 ) 0.3 0.7 (0.3 ) 0.4 Non-compete agreements 3-10 4.6 (1.3 ) 3.3 4.2 (0.7 ) 3.5 Total $ 273.3 $ (45.9 ) $ 227.4 $ 263.3 $ (31.8 ) $ 231.5 |
Schedule of Amortization Expense | Amortization expense recognized on the intangible assets described above was as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Amortization expense $ 7.0 $ 5.7 $ 13.9 $ 11.3 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Short-Term Borrowings Outstanding and the Current Portion of Long-Term Debt and Capital Lease Obligations | Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at March 31, 2018 and September 30, 2017 are summarized below: March 31, 2018 September 30, 2017 Short-term borrowings $ 39.6 $ 40.8 Current portion of long-term debt and capital lease obligations 10.3 10.3 Total short-term borrowings and current portion of long-term debt and capital lease obligations, net $ 49.9 $ 51.1 |
Summary of Long-Term Debt Outstanding | Long-term debt outstanding at March 31, 2018 and September 30, 2017 is summarized below: March 31, 2018 September 30, 2017 ABL Facility $ 179.0 $ 139.3 Term Loan Facility 643.6 646.9 Capital lease obligations (1) 36.2 37.5 Total long-term debt 858.8 823.7 Less: unamortized debt discount (2) (2.5 ) (2.7 ) Less: debt issuance costs (3) (16.1 ) (16.7 ) Less: current portion of long-term debt and capital lease obligations (10.3 ) (10.3 ) Long-term debt and capital lease obligations, less current portion, net $ 829.9 $ 794.0 (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 March 31, 2018 Bank of America - China (1) $ 24.3 $ 24.3 4.4 % $ — $ — Bank of Communications - China (2) 23.9 15.3 5.4 % 6.9 1.7 Total $ 48.2 $ 39.6 $ 6.9 $ 1.7 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 (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. The Company has the ability to provide additional capacity under these lines of credit, if needed. (2) The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering at least 100% of the facility’s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance. |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Assets and Liabilities | Derivative assets and liabilities at March 31, 2018 and September 30, 2017 consisted of the following: Recorded to March 31, 2018 September 30, 2017 Short-term derivative asset Other current assets $ 1.1 $ — Long-term derivative asset Other non-current assets $ 4.7 $ 0.3 Short-term derivative liability Accrued expenses and other liabilities $ 0.9 $ 1.1 Long-term derivative liability (1) Other non-current liabilities $ — $ 0.2 Other Comprehensive Income (2) Accumulated other comprehensive income $ 4.1 $ — (1) Long-term derivative liability at March 31, 2018 was less than $0.1 million . (2) 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 were as follows: Three Months Ended March 31, Six Months Ended March 31, Recorded to 2018 2017 2018 2017 Realized loss Interest expense $ 0.3 $ 0.3 $ 0.7 $ 0.3 Unrealized gain, net of tax Other comprehensive income $ 2.2 $ 0.3 $ 4.1 $ 0.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 six months ended March 31, 2018 were as follows: TRA Deferred Cash Consideration Total Fair Value Contingent consideration as of September 30, 2017 $ 105.1 $ 35.1 $ 140.2 Cash paid to TPG (4.2 ) — (4.2 ) Change in fair value of contingent consideration (1) (25.1 ) 19.1 (6.0 ) Contingent consideration as of March 31, 2018 $ 75.8 $ 54.2 $ 130.0 (1) Included in Operating income in the condensed consolidated statements of operations. |
Share-based Compensation and 32
Share-based Compensation and Employee Benefit Plans (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Non-Vested Equity Plan Units | The following table summarizes all restricted stock activity during the six months ended March 31, 2018 : Shares of Restricted Stock Average Grant Date Fair Value Per Unit Restricted stock at September 30, 2017 77,458 $ 8.26 Granted 415,867 7.50 Vested — — Forfeited/Canceled (24,008 ) 8.20 Restricted stock at March 31, 2018 469,317 $ 7.59 |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the six months ended March 31, 2018 : Stock Options Average Grant Date Fair Value Per Unit Weighted Average Exercise Price Stock Options at September 30, 2017 — $ — $ — Granted 999,492 2.84 7.42 Exercised — — — Forfeited/Canceled — — — Stock Options at March 31, 2018 999,492 $ 2.84 $ 7.42 |
Schedule of Plan Contributions | The following summarizes contributions to the plans described above: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Contributions recorded as a component of cost of sales and operating expenses $ 1.0 $ 1.0 $ 2.0 $ 2.0 Contributions recorded as a component of selling, general and administrative expenses 1.7 1.6 3.2 3.2 Total contributions $ 2.7 $ 2.6 $ 5.2 $ 5.2 |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Activity | The following table summarizes all PSU activity during the six months ended March 31, 2018 : PSUs Average Grant Date Fair Value Per Unit Unvested PSUs at September 30, 2017 1,524,000 $ 8.92 Granted 193,667 7.50 Vested — — Forfeited/Canceled (22,500 ) 9.13 Unvested PSUs at March 31, 2018 1,695,167 $ 8.76 |
RSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Activity | The following table summarizes RSU award activity during the six months ended March 31, 2018 : RSUs Average Grant Date Fair Value Per Unit Unvested RSUs at September 30, 2017 24,500 $ 7.28 Granted — — Vested (8,162 ) 7.28 Forfeited/Canceled — — Unvested RSUs at March 31, 2018 16,338 $ 7.28 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | A reconciliation of the numerators and denominators of the basic and diluted per share computation follows. Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Basic: Net income (loss) $ 0.4 $ (1.1 ) $ 26.9 $ (9.4 ) Weighted average number of common shares outstanding during the period 76,795,742 76,746,168 76,794,618 76,746,168 Net income (loss) per common share - basic $ 0.01 $ (0.01 ) $ 0.35 $ (0.12 ) Diluted: Net income (loss) $ 0.4 $ (1.1 ) $ 26.9 $ (9.4 ) Denominator for diluted earnings per share: Weighted average number of common shares outstanding during the period 76,795,742 76,746,168 76,794,618 76,746,168 Incremental common shares attributable to outstanding unvested restricted stock and unvested restricted stock units 485,655 — 414,918 — Denominator for diluted earnings per common share 77,281,397 76,746,168 77,209,536 76,746,168 Net income (loss) per common share - diluted $ 0.01 $ (0.01 ) $ 0.35 $ (0.12 ) |
Commitments, Contingencies an34
Commitments, Contingencies and Litigation (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancellable Rental Payments | Future minimum non-cancellable rental payments as of March 31, 2018 are as follows: 2018 $ 15.1 2019 10.0 2020 6.9 2021 5.8 2022 4.4 Thereafter 0.8 Total $ 43.0 |
Schedule of Future Minimum Capital Lease Payments | As of March 31, 2018 , future minimum lease payments under capital leases were as follows: 2018 $ 8.2 2019 7.4 2020 7.1 2021 6.9 2022 12.9 Thereafter 26.5 Total minimum capital lease payments 69.0 Less amount representing executory costs (16.3 ) Less amount representing interest (16.5 ) Present value of net minimum capital lease payments $ 36.2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Activity | The fair value of these contingent consideration liabilities was as follows: March 31, 2018 September 30, 2017 Due to related party pursuant to contingent consideration obligations: Current liability $ 8.8 $ 12.5 Non-current liability 121.2 127.7 Total fair value $ 130.0 $ 140.2 The tables below summarize activity recorded during the respective periods for related party transactions: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales to related entities: TPG $ 0.9 $ 0.8 $ 2.5 $ 1.5 Purchases from related entities: Entities related to members of the Board of Directors $ 2.8 $ 0.6 $ 6.2 $ 1.0 March 31, 2018 September 30, 2017 Accounts receivable from related entities: TPG $ 0.6 $ 0.7 Accounts payable to related entities: Entities related to members of the Board of Directors $ 0.5 $ 0.1 |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information | Summarized financial information relating to the Company’s lines of business is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Sales and operating revenues Chemicals $ 487.8 $ 415.0 $ 919.7 $ 767.4 Plastics 516.9 471.7 979.1 884.2 Other 36.3 31.0 71.8 60.9 Total sales and operating revenues 1,041.0 917.7 1,970.6 1,712.5 Gross profit Chemicals 62.0 50.6 120.4 93.3 Plastics 47.0 45.8 88.9 81.8 Other 6.7 5.8 13.3 11.5 Total gross profit 115.7 102.2 222.6 186.6 Selling, general & administrative expenses 85.9 80.0 170.7 154.5 Transaction related costs — 0.3 0.1 1.1 Change in fair value related to contingent consideration obligations 12.6 10.0 (6.0 ) 20.6 Operating income 17.2 11.9 57.8 10.4 Other income 0.4 0.2 0.5 2.6 Interest income (expense) Interest income 0.1 0.1 0.2 0.2 Interest expense (12.7 ) (12.5 ) (25.7 ) (24.5 ) Income (loss) before income taxes $ 5.0 $ (0.3 ) $ 32.8 $ (11.3 ) March 31, 2018 September 30, 2017 IDENTIFIABLE ASSETS Chemicals $ 840.3 $ 793.6 Plastics 814.1 762.7 Other 94.1 91.0 Total identifiable assets by reportable segment 1,748.5 1,647.3 Unallocated assets 569.4 606.2 Total assets $ 2,317.9 $ 2,253.5 |
Schedule of Revenues by Geographic Location | Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 U.S. $ 754.9 $ 684.2 $ 1,423.0 $ 1,271.6 Canada 51.3 46.7 93.8 83.6 Other North America 33.6 12.7 66.6 25.2 Total North America Operations 839.8 743.6 $ 1,583.4 $ 1,380.4 EMEA 149.7 124.4 276.9 221.3 Asia 51.5 49.7 110.3 110.8 Total $ 1,041.0 $ 917.7 $ 1,970.6 $ 1,712.5 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Jan. 01, 2019 | Apr. 03, 2017 | Apr. 30, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||||||||
Cash paid for business acquisition | $ 7,700,000 | $ 5,100,000 | |||||||||
Transaction related costs | $ 0 | $ 300,000 | $ 100,000 | 1,100,000 | |||||||
Contingent consideration paid | $ 1,700,000 | ||||||||||
Non-compete agreements | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average useful life | 3 years | ||||||||||
Non-compete agreements | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average useful life | 10 years | ||||||||||
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 | 9,700,000 | $ 9,700,000 | |||||||||
Maximum holding period in escrow | 5 years | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Transaction related costs | 0 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Reduction in gross receivables acquired | 1,500,000 | ||||||||||
Increase (decrease) in inventory | $ 1,000,000 | ||||||||||
Sales and operating revenue from acquiree | 19,800,000 | 40,400,000 | |||||||||
Net income from acquiree | 100,000 | $ 300,000 | |||||||||
Ultra Chem | Customer-related intangible | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period | 10 years | ||||||||||
Finite-lived intangible assets | $ 24,000,000 | ||||||||||
Ultra Chem | Trade names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period | 2 years | ||||||||||
Finite-lived intangible assets | $ 300,000 | ||||||||||
Ultra Chem | Non-compete agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible asset, amortization period | 3 years | ||||||||||
Finite-lived intangible assets | $ 3,900,000 | ||||||||||
Ultra Chem | ABL Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Borrowings used for acquisition | $ 58,000,000 | ||||||||||
Other Intangible Assets | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payment for intangible assets | $ 5,100,000 | $ 6,000,000 | |||||||||
Recognized intangible assets | 8,500,000 | ||||||||||
Total consideration | $ 9,000,000 | $ 8,500,000 | |||||||||
Other Intangible Assets | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average useful life | 5 years | 10 years | |||||||||
Other Intangible Assets | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average useful life | 13 years | 13 years | |||||||||
Subsequent event | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration paid | $ 3,000,000 | ||||||||||
Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration paid | $ 1,700,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 | Apr. 03, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 706.2 | $ 703 | |
Ultra Chem | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 13.7 | ||
Inventory | 9.1 | ||
Other current assets | 2.4 | ||
Property and equipment | 0.5 | ||
Other non-current assets | 2.5 | ||
Goodwill | 28 | ||
Total assets acquired | 84.4 | ||
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 | 2.2 | ||
Total liabilities assumed | 27.7 | ||
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 - Schedule of Cons
Acquisitions - Schedule of Consolidated Pro Forma Financial Information (Details) - Nexeo Solutions Inc. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Sales and operating revenues | $ 1,041 | $ 936 | $ 1,970.6 | $ 1,747.8 |
Operating income | 17 | 12.9 | 57.7 | 12.3 |
Net income (loss) from continuing operations | 0.4 | (0.7) | 26.9 | (8.6) |
Net income (loss) | $ 0.4 | $ (0.7) | $ 26.9 | $ (8.6) |
Basic net income (loss) per share (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.11) |
Diluted net income (loss) per share (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.11) |
Pro forma weighted average number of common shares outstanding | ||||
Basic (in shares) | 76,795,742 | 76,746,168 | 76,794,618 | 76,746,168 |
Diluted (in shares) | 77,281,397 | 76,746,168 | 77,209,536 | 76,746,168 |
Certain Balance Sheet Informa40
Certain Balance Sheet Information - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 42.4 | $ 53.9 |
Currency denominated in RMB | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 5.1 | 8.5 |
Foreign subsidiaries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 39.2 | 36.8 |
Foreign subsidiaries | Non-USD denominated currency held by foreign subsidiaries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 35.5 | $ 31.1 |
Certain Balance Sheet Informa41
Certain Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Certain Balance Sheet Information [Abstract] | ||
Finished products | $ 369.7 | $ 310.6 |
Supplies | 4.6 | 4.9 |
Total | $ 374.3 | $ 315.5 |
Certain Balance Sheet Informa42
Certain Balance Sheet Information - Other Non-Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Certain Balance Sheet Information [Abstract] | ||
Debt issuance costs of the ABL Facility | $ 4.5 | $ 5.1 |
Indemnification receivable | 1.2 | 1.4 |
Deposits | 2.7 | 2.8 |
Interest rate swap | 4.7 | 0.3 |
Other | 0.7 | 1 |
Total | $ 13.8 | $ 10.6 |
Certain Balance Sheet Informa43
Certain Balance Sheet Information - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 09, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 |
Line of Credit Facility [Line Items] | ||||||
Cash and cash equivalents | $ 42.4 | $ 42.4 | $ 53.9 | |||
Nexeo Solutions Inc. | ||||||
Line of Credit Facility [Line Items] | ||||||
Excess shares (in shares) | 5,178,642 | 5,178,642 | ||||
Number of days to elect excess shares provision | 5 days | |||||
Contingent consideration - Fair value of deferred cash consideration | $ 54.2 | $ 54.2 | 35.1 | |||
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% | |||||
Contingent consideration - current undiscounted cash flows of TRA liability | $ 136.6 | |||||
Expected benefit period of TRA | 20 years | |||||
Contingent consideration - Fair value of TRA | 75.8 | $ 75.8 | $ 105.1 | |||
ABL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Amortization of debt issuance costs | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 | ||
Selling equityholders | Nexeo Solutions Inc. | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of trading days to meet condition one | 20 days | |||||
Number of consecutive trading days | 30 days | |||||
Share price (USD per share) | $ 15 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 381.6 | $ 378.6 |
Less accumulated depreciation | (85.6) | (62.5) |
Property, plant and equipment, net | 296 | 316.1 |
Accumulated depreciation related to facilities and equipment acquired under capital leases | 6.7 | 4.9 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 50.8 | 51 |
Plants and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 107.3 | 106.5 |
Facilities and equipment acquired under capital leases | 13.7 | 13.7 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 151.5 | 152.8 |
Facilities and equipment acquired under capital leases | 27.4 | 27.2 |
Software and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 64.8 | 63.3 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7.2 | $ 5 |
Property, Plant and Equipment45
Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 12.6 | $ 12.1 | $ 25.2 | $ 23.3 |
Property, Plant and Equipment46
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Carrying value property, plant and equipment, net | $ 296 | $ 316.1 | ||
Land under purchase options not yet recorded | 10.8 | |||
Gain related to capital expenditures incurred to date | 0.4 | $ (0.1) | ||
Montgomery Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain related to capital expenditures incurred to date | $ 0.2 | $ 2.7 | ||
Closed Facilities | U.S. | ||||
Property, Plant and Equipment [Line Items] | ||||
Carrying value property, plant and equipment, net | $ 1.1 | $ 1.1 |
Goodwill and Other Intangible47
Goodwill and Other Intangibles - Goodwill by Reportable Segment (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill | |
Beginning balance | $ 703 |
Foreign currency translation | 3.2 |
Ending balance | 706.2 |
Chemicals | |
Goodwill | |
Beginning balance | 362.8 |
Foreign currency translation | (0.1) |
Ending balance | 362.7 |
Plastics | |
Goodwill | |
Beginning balance | 276.7 |
Foreign currency translation | 3.3 |
Ending balance | 280 |
Other | |
Goodwill | |
Beginning balance | 63.5 |
Foreign currency translation | 0 |
Ending balance | $ 63.5 |
Goodwill and Other Intangible48
Goodwill and Other Intangibles - Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 273.3 | $ 263.3 |
Accumulated Amortization | (45.9) | (31.8) |
Net Carrying Amount | 227.4 | 231.5 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 241.5 | 234.6 |
Accumulated Amortization | (34.2) | (23.7) |
Net Carrying Amount | $ 207.3 | 210.9 |
Customer-related | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 5 years | |
Customer-related | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 13 years | |
Supplier-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3.2 | 1.5 |
Accumulated Amortization | (0.2) | (0.1) |
Net Carrying Amount | $ 3 | 1.4 |
Supplier-related | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 6 years | |
Supplier-related | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 23.3 | 22.3 |
Accumulated Amortization | (9.8) | (7) |
Net Carrying Amount | $ 13.5 | 15.3 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 2 years | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | |
Below-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 0.7 | 0.7 |
Accumulated Amortization | (0.4) | (0.3) |
Net Carrying Amount | $ 0.3 | 0.4 |
Below-market leases | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 1 year | |
Below-market leases | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 7 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4.6 | 4.2 |
Accumulated Amortization | (1.3) | (0.7) |
Net Carrying Amount | $ 3.3 | $ 3.5 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 3 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years |
Goodwill and Other Intangible49
Goodwill and Other Intangibles - Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 7 | $ 5.7 | $ 13.9 | $ 11.3 |
Goodwill and Other Intangible50
Goodwill and Other Intangibles - Narrative (Details) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill impairment | $ 0 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Debt Disclosure [Abstract] | ||
Short-term borrowings | $ 39.6 | $ 40.8 |
Current portion of long-term debt and capital lease obligations | 10.3 | 10.3 |
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net | $ 49.9 | $ 51.1 |
Debt - Summary Long-Term Debt O
Debt - Summary Long-Term Debt Outstanding (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 858.8 | $ 823.7 |
Less: unamortized debt discount | (2.5) | (2.7) |
Less: debt issuance costs | (16.1) | (16.7) |
Less: current portion of long-term debt and capital lease obligations | (10.3) | (10.3) |
Long-term debt and capital lease obligations, less current portion, net | 829.9 | 794 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 36.2 | 37.5 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 179 | 139.3 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 643.6 | $ 646.9 |
Debt - Short-term Borrowings As
Debt - Short-term Borrowings Associated with Operations in China (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Facility Limit | $ 48.2 | $ 46.8 |
Outstanding Borrowings Balance | 39.6 | 40.8 |
Remaining Availability | 1.7 | 0.7 |
Bank of America - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 24.3 | 24.3 |
Outstanding Borrowings Balance | $ 24.3 | $ 23.8 |
Weighted Average Interest Rate on Borrowings | 4.40% | 4.30% |
Remaining Availability | $ 0 | $ 0.5 |
Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Facility Limit | 23.9 | 22.5 |
Outstanding Borrowings Balance | $ 15.3 | $ 17 |
Weighted Average Interest Rate on Borrowings | 5.40% | 5.30% |
Remaining Availability | $ 1.7 | $ 0.2 |
Outstanding LOC and Bankers’ Acceptance Bills | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | 6.9 | 5.3 |
Outstanding LOC and Bankers’ Acceptance Bills | Bank of America - China | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | 0 | 0 |
Outstanding LOC and Bankers’ Acceptance Bills | Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Outstanding LOC and Bankers’ Acceptance Bills | $ 6.9 | $ 5.3 |
ABL Facility | Bank of America - China | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 110.00% | |
ABL Facility | Bank of Communications - China | ||
Debt Instrument [Line Items] | ||
Line of credit facility collateral coverage (at least) | 100.00% |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 48,200,000 | $ 46,800,000 |
Remaining availability | $ 1,700,000 | $ 700,000 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 2.88% | |
Outstanding letters of credit | $ 74,200,000 | |
Amount as collateral to the banking institution | 724,700,000 | |
ABL Facility | US Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 505,000,000 | |
ABL Facility | Canadian Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |
ABL Facility | FILO Tranche | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 30,000,000 | |
Remaining availability | 5,000,000 | |
ABL Facility | U.S. and Canadian Tranches | ||
Debt Instrument [Line Items] | ||
Remaining availability | 279,700,000 | |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 655,000,000 | |
Line of credit facility, increase in maximum borrowing capacity | $ 175,000,000 |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) | Dec. 19, 2017 | Dec. 18, 2017 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 48,200,000 | $ 48,200,000 | $ 46,800,000 | ||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 655,000,000 | 655,000,000 | |||||
Line of credit facility, increase in maximum borrowing capacity | $ 175,000,000 | $ 175,000,000 | |||||
Net leverage ratio of available amount | 4.1 | 4.1 | |||||
Percentage of aggregate annual amount to be paid every quarter | 1.00% | ||||||
Interest rate for term loan facility | 4.89% | 4.89% | |||||
Amortization of debt discount | $ 100,000 | $ 100,000 | $ 200,000 | $ 300,000 | |||
Secured debt | Term Loan Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 3.75% | ||||||
Secured debt | Term Loan Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2.75% | ||||||
TLB Amendment No. 2 | Secured debt | Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Decrease in basis spread | 0.50% | ||||||
TLB Amendment No. 2 | Secured debt | Term Loan Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 3.25% | ||||||
Prepayment premium | 1.00% | ||||||
TLB Amendment No. 2 | Secured debt | Term Loan Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2.25% |
Debt - Debt Issuance Cost Amort
Debt - Debt Issuance Cost Amortization (Details) - Term Loan Facility - USD ($) $ in Millions | Dec. 19, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 0.7 | $ 0.6 | $ 1.4 | $ 1.1 | |
TLB Amendment No. 2 | |||||
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 0.8 |
Debt - Capital Lease Obligation
Debt - Capital Lease Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Capital lease obligation balance | $ 858.8 | $ 823.7 |
Annual interest payments | 16.5 | |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligation balance | 36.2 | $ 37.5 |
2015 Ryder Lease | Ryder | ||
Debt Instrument [Line Items] | ||
Capital lease, aggregate future interest payments | 3.2 | |
2015 Ryder Lease | Ryder | Maximum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 0.9 | |
2015 Ryder Lease | Ryder | Minimum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 0.1 | |
Montgomery Lease | ||
Debt Instrument [Line Items] | ||
Capital lease, aggregate future interest payments | 13.1 | |
Montgomery Lease | Maximum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | 1 | |
Montgomery Lease | Minimum | ||
Debt Instrument [Line Items] | ||
Annual interest payments | $ 0.1 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap - Cash Flow Hedging | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018USD ($)interest_rate_swap | Mar. 31, 2018USD ($)interest_rate_swap | Mar. 31, 2017USD ($)interest_rate_swap | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Number of new swaps entered into to manage interest rate exposure | interest_rate_swap | 3 | 3 | 4 |
Combined notional amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Tax benefit related to interest-rate swap unrealized losses | 1,600,000 | 1,600,000 | |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 600,000 | $ 600,000 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Assets and Liabilities (Details) - Cash Flow Hedging - Interest Rate Swap - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Accumulated other comprehensive income | ||
Derivatives, Fair Value [Line Items] | ||
Other comprehensive income/loss | $ 4.1 | $ 0 |
Level 2 | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 1.1 | 0 |
Level 2 | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 4.7 | 0.3 |
Level 2 | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0.9 | 1.1 |
Level 2 | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0 | 0.2 |
Maximum | Accumulated other comprehensive income | ||
Derivatives, Fair Value [Line Items] | ||
Other comprehensive income/loss | $ 0.1 | |
Maximum | Level 2 | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ 0.1 |
Derivatives - Summary of Gains
Derivatives - Summary of Gains and Losses (Net of Reclassifications Into Income) (Details) - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Interest expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ 0.3 | $ 0.3 | $ 0.7 | $ 0.3 |
Other comprehensive income | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative instruments | $ 2.2 | $ 0.3 | $ 4.1 | $ 0.3 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Mar. 31, 2018USD ($)interest_rate_swap | Sep. 30, 2017USD ($) | Mar. 31, 2017interest_rate_swap |
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 | 3 | 4 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Number of new swaps entered into to manage interest rate exposure | interest_rate_swap | 4 | ||
Level 2 | Cash Flow Hedging | Interest Rate Swap | Other current assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative asset | $ 1.1 | $ 0 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | Other non-current assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative asset | 4.7 | 0.3 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | Accrued expenses and other liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liability | 0.9 | 1.1 | |
Level 2 | Cash Flow Hedging | Interest Rate Swap | Other non-current liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liability | 0 | 0.2 | |
TRA Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Estimated adjustment to contingent consideration liability discount rate | 0.3 | ||
Estimated adjustment to contingent consideration liability tax rate | 2.4 | ||
Nexeo Solutions Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Contingent consideration - Fair value of deferred cash consideration | 54.2 | 35.1 | |
Contingent consideration - Fair value of TRA | $ 75.8 | $ 105.1 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Contingent Consideration (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2017 | $ 140.2 |
Cash paid to TPG related to TRA | (4.2) |
Change in fair value of contingent consideration | (6) |
Contingent consideration as of March 31, 2018 | 130 |
TRA | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2017 | 105.1 |
Cash paid to TPG related to TRA | (4.2) |
Change in fair value of contingent consideration | (25.1) |
Contingent consideration as of March 31, 2018 | 75.8 |
Deferred Cash Consideration | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration as of September 30, 2017 | 35.1 |
Cash paid to TPG related to TRA | 0 |
Change in fair value of contingent consideration | 19.1 |
Contingent consideration as of March 31, 2018 | $ 54.2 |
Share-based Compensation and 63
Share-based Compensation and Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | Jun. 08, 2016 | Nov. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Treasury Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares associated with employee tax withholding for vesting of certain equity awards (in shares) | 2,777 | 9,576 | |||||||
TPG | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted shares awarded by related party (in shares) | 100,000 | ||||||||
Forfeited shares (in shares) | 11,673 | ||||||||
TPG | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Effective period of plan | 10 years | ||||||||
Number of shares available for grant | 9,000,000 | ||||||||
Shares available for issuance (in shares) | 3,967,265 | ||||||||
PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 193,667 | ||||||||
Shares authorized for issuance (up to) (in shares) | 3,390,334 | ||||||||
Weighted average remaining contractual term | 1 year 4 months 24 days | ||||||||
Unrecognized compensation cost related to non-vested performance share units | $ 6.5 | $ 6.5 | |||||||
Forfeited shares (in shares) | 22,500 | ||||||||
Shares vested (in shares) | 0 | ||||||||
PSUs | Selling, general and administrative expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 1.1 | $ 1.1 | $ 2.3 | $ 2.2 | |||||
PSUs | 2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 193,667 | ||||||||
PSU's granted (in shares) | 212,000 | 1,557,500 | |||||||
Expected dividend yield | 0.00% | ||||||||
PSUs | 2016 LTIP | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Entitled percentage of common shares to recipient | 0.00% | 0.00% | 0.00% | ||||||
Expected life (in years) | 2 years | ||||||||
Expected stock price volatility | 35.00% | ||||||||
Risk-free interest rate | 0.90% | ||||||||
PSUs | 2016 LTIP | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Entitled percentage of common shares to recipient | 200.00% | 200.00% | 200.00% | ||||||
Performance period | 3 years | ||||||||
Expected life (in years) | 3 years | ||||||||
Expected stock price volatility | 40.00% | ||||||||
Risk-free interest rate | 1.30% | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 415,867 | ||||||||
Weighted average remaining contractual term | 2 years 3 months 18 days | ||||||||
Unrecognized compensation cost related to non-vested performance share units | $ 2.7 | $ 2.7 | |||||||
Forfeited shares (in shares) | 24,008 | ||||||||
Shares vested (in shares) | 0 | ||||||||
Restricted Stock | Selling, general and administrative expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | 0.4 | 0.1 | $ 0.7 | 0.3 | |||||
Restricted Stock | TPG | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average remaining contractual term | 1 year 2 months 12 days | ||||||||
Unrecognized compensation cost related to non-vested performance share units | 0.4 | $ 0.4 | |||||||
Shares vested (in shares) | 33,333 | ||||||||
Restricted Stock | TPG | Selling, general and administrative expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | 0.1 | 0.1 | $ 0.1 | 0.2 | |||||
Restricted Stock | 2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 415,867 | ||||||||
Restricted Stock | 2016 LTIP | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period | 3 years | ||||||||
Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average remaining contractual term | 9 years 7 months 6 days | ||||||||
Unrecognized compensation cost related to non-vested performance share units | 2.3 | $ 2.3 | |||||||
Grants (in shares) | 999,492 | ||||||||
Outstanding options aggregate intrinsic value | $ 3.3 | $ 3.3 | |||||||
Exercisable stock options | 0 | 0 | |||||||
Employee Stock Option | Selling, general and administrative expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 0.3 | $ 0.4 | |||||||
Employee Stock Option | 2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants (in shares) | 999,492 | ||||||||
Expected life (in years) | 6 years | ||||||||
Expected stock price volatility | 35.00% | ||||||||
Expected dividend yield | 0.00% | ||||||||
Risk-free interest rate | 2.10% | ||||||||
Employee Stock Option | 2016 LTIP | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Phantom RSU | 2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Forfeited shares (in shares) | 3,500 | ||||||||
Awards issued to certain non-U.S employees (in shares) | 10,500 | ||||||||
Phantom PSU | 2016 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards issued to certain non-U.S employees (in shares) | 10,000 | ||||||||
RSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 28,000 | 0 | |||||||
Weighted average remaining contractual term | 1 year 7 months 6 days | ||||||||
Unrecognized compensation cost related to non-vested performance share units | 0.1 | $ 0.1 | |||||||
Forfeited shares (in shares) | 0 | ||||||||
Shares vested (in shares) | 8,162 | ||||||||
RSU | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period | 3 years | ||||||||
RSU | Selling, general and administrative expenses | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Share-based Compensation and 64
Share-based Compensation and Employee Benefit Plans - PSU Activity (Details) - PSUs | 6 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Unvested Performance Share Units | |
Outstanding at the beginning of the period (in shares) | shares | 1,524,000 |
Granted (in shares) | shares | 193,667 |
Vested (in shares) | shares | 0 |
Forfeited/Canceled (in shares) | shares | (22,500) |
Outstanding at the end of the period (in shares) | shares | 1,695,167 |
Average Grant Date Fair Value Per Unit | |
Outstanding at the beginning of the period (in USD per share) | $ / shares | $ 8.92 |
Granted (in USD per share) | $ / shares | 7.50 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited/Canceled (in USD per share) | $ / shares | 9.13 |
Outstanding at the end of the period (in USD per share) | $ / shares | $ 8.76 |
Share-based Compensation and 65
Share-based Compensation and Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted Stock | 6 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 77,458 |
Granted (in shares) | shares | 415,867 |
Vested (in shares) | shares | 0 |
Forfeited/Canceled (in shares) | shares | (24,008) |
Outstanding at the end of the period (in shares) | shares | 469,317 |
Average Grant Date Fair Value Per Unit | |
Outstanding at the beginning of the period (in USD per share) | $ / shares | $ 8.26 |
Granted (in USD per share) | $ / shares | 7.50 |
Vested (in USD per share) | $ / shares | 0 |
Forfeited/Canceled (in USD per share) | $ / shares | 8.20 |
Outstanding at the end of the period (in USD per share) | $ / shares | $ 7.59 |
Share-based Compensation and 66
Share-based Compensation and Employee Benefit Plans - Summary of Stock Options (Details) - Employee Stock Option | 6 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Stock Options | |
Stock options, beginning (in shares) | shares | 0 |
Grants (in shares) | shares | 999,492 |
Exercised (in shares) | shares | 0 |
Forfeited/canceled (in shares) | shares | 0 |
Stock options, ending (in shares) | shares | 999,492 |
Average Grant Date Fair Value Per Unit | |
Average grant date fair value per unit, grants in period (USD per share) | $ 2.84 |
Average grant date fair value per unit (USD per share) | 2.84 |
Weighted Average Exercise Price | |
Stock options, weighted average exercise price, beginning (USD per share) | 0 |
Grants, weighted average exercise price, (USD per share) | 7.42 |
Exercised, weighted average exercise price, (USD per share) | 0 |
Forfeited/canceled, weighted average exercise price, (USD per share) | 0 |
Stock options, weighted average exercise price, ending (USD per share) | $ 7.42 |
Share-based Compensation and 67
Share-based Compensation and Employee Benefit Plans - Restricted Stock Unit Activity (Details) - RSU - $ / shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Mar. 31, 2018 | |
Shares | ||
Outstanding at the beginning of the period (in shares) | 24,500 | |
Granted (in shares) | 28,000 | 0 |
Vested (in shares) | (8,162) | |
Forfeited/Canceled (in shares) | 0 | |
Outstanding at the end of the period (in shares) | 16,338 | |
Average Grant Date Fair Value Per Unit | ||
Outstanding at the beginning of the period (in USD per share) | $ 7.28 | |
Granted (in USD per share) | 0 | |
Vested (in USD per share) | 7.28 | |
Forfeited/Canceled (in USD per share) | 0 | |
Outstanding at the end of the period (in USD per share) | $ 7.28 |
Share-based Compensation and 68
Share-based Compensation and Employee Benefit Plans - Defined Contribution Plans (Details) | 6 Months Ended |
Mar. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |
Company matching contribution of employee contributions up to 4% (as a percent) | 100.00% |
Portion of employee contribution eligible for company match, percentage of pay | 4.00% |
Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 1.50% |
Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 3.00% |
Service of 21 years and over | |
Defined Contribution Plan Disclosure [Line Items] | |
Company contribution percentage based on years of service | 4.50% |
Service period | 21 years |
Minimum | Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 1 year |
Minimum | Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 11 years |
Maximum | Service of one to 10 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 10 years |
Maximum | Service of 11 to 20 years | |
Defined Contribution Plan Disclosure [Line Items] | |
Service period | 20 years |
Share-based Compensation and 69
Share-based Compensation and Employee Benefit Plans - Cost of Defined Contribution Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 2.7 | $ 2.6 | $ 5.2 | $ 5.2 |
Cost of sales and operating expense | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | 1 | 1 | 2 | 2 |
Selling, general and administrative expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | $ 1.7 | $ 1.6 | $ 3.2 | $ 3.2 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) | 6 Months Ended | |
Mar. 31, 2018voteshares | Sep. 30, 2017shares | |
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Number of votes per common share (in vote) | vote | 1 | |
Shares issued (in shares) | 89,753,662 | 89,353,641 |
Shares outstanding (in shares) | 89,741,309 | 89,344,065 |
Common stock outstanding, unit (in shares) | 1 | |
Warrant, unit (in shares) | 1 | |
Founders Shares | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 12,476,250 |
Equity - Founder Shares (Detail
Equity - Founder Shares (Details) - Founders Shares | 6 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | |
Shares issued (in shares) | shares | 12,476,250 |
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 to meet condition one | 30 days |
Percentage of shares subject to condition two | 50.00% |
Sale price equals or exceeds, condition two (USD per share) | $ 15 |
Number of trading days to meet condition two | 20 days |
Number of consecutive trading days to meet condition two | 30 days |
Equity - Warrants (Details)
Equity - Warrants (Details) - $ / shares | Mar. 31, 2018 | Mar. 31, 2017 |
Equity [Abstract] | ||
Warrants outstanding (in shares) | 50,025,000 | 50,025,000 |
Common stock to be purchased through warrants (in shares) | 25,012,500 | |
Strike price of warrants (USD per share) | $ 11.50 |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) - shares | Mar. 31, 2018 | Sep. 30, 2017 |
Equity [Abstract] | ||
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Equity - Treasury Stock (Detail
Equity - Treasury Stock (Details) - shares | 6 Months Ended | |||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||||
Treasury stock acquired (in shares) | 2,777 | |||
Treasury Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 12,353 | 9,576 | 0 | 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Basic: | ||||
Net income (loss) | $ 0.4 | $ (1.1) | $ 26.9 | $ (9.4) |
Weighted average number of common shares outstanding during the period (in shares) | 76,795,742 | 76,746,168 | 76,794,618 | 76,746,168 |
Net income (loss) per common share - basic (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.12) |
Diluted: | ||||
Net income (loss) | $ 0.4 | $ (1.1) | $ 26.9 | $ (9.4) |
Denominator for diluted earnings per share: | ||||
Weighted average number of common shares outstanding during the period (in shares) | 76,795,742 | 76,746,168 | 76,794,618 | 76,746,168 |
Incremental common shares attributable to outstanding unvested restricted stock and unvested restricted stock units(in shares) | 485,655 | 0 | 414,918 | 0 |
Denominator for diluted earnings per common share (in shares) | 77,281,397 | 76,746,168 | 77,209,536 | 76,746,168 |
Net income (loss) per common share - diluted (USD per share) | $ 0.01 | $ (0.01) | $ 0.35 | $ (0.12) |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants outstanding (in shares) | 50,025,000 | 50,025,000 | 50,025,000 | 50,025,000 |
Founders Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,476,250 | 12,476,250 | 12,476,250 | 12,476,250 |
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 | 25,012,500 | 25,012,500 |
Commitments, Contingencies an77
Commitments, Contingencies and Litigation - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2011 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Environmental Remediation | |||||
Rent expense | $ 6 | $ 6.7 | $ 12.5 | $ 13.1 | |
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 |
Commitments, Contingencies an78
Commitments, Contingencies and Litigation - Schedule of Non-Cancelable Rental Payments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 15.1 |
2,019 | 10 |
2,020 | 6.9 |
2,021 | 5.8 |
2,022 | 4.4 |
Thereafter | 0.8 |
Total | $ 43 |
Commitments, Contingencies an79
Commitments, Contingencies and Litigation - Schedule of Future Minimum Capital Lease Payments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 8.2 |
2,019 | 7.4 |
2,020 | 7.1 |
2,021 | 6.9 |
2,022 | 12.9 |
Thereafter | 26.5 |
Total minimum capital lease payments | 69 |
Less amount representing executory costs | (16.3) |
Less amount representing interest | (16.5) |
Present value of net minimum capital lease payments | $ 36.2 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Accounts payable to related entities: | |||||
Due to related party pursuant to contingent consideration obligations | $ 8.8 | $ 8.8 | $ 12.5 | ||
TPG | |||||
Sales to related entities: | |||||
Sales to related entities | 0.9 | $ 0.8 | 2.5 | $ 1.5 | |
Accounts receivable from related entities: | |||||
Amount due from TPG related entities | 0.6 | 0.6 | 0.7 | ||
Entities related to members of the Board of Directors | |||||
Purchases from related entities: | |||||
Entities related to members of the Board of Directors | 2.8 | $ 0.6 | 6.2 | $ 1 | |
Accounts payable to related entities: | |||||
Due to related party pursuant to contingent consideration obligations | $ 0.5 | $ 0.5 | $ 0.1 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 09, 2016 |
Related Party Transaction [Line Items] | ||||
Cash paid to TPG related to TRA | $ 4.2 | $ 0 | ||
TPG | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest by related party | 35.00% | |||
Transportation Logistics Services Agrmt [Member] | TPG | ||||
Related Party Transaction [Line Items] | ||||
Transportation logistics management services minimum period | 3 years | |||
Transportation logistics management services | $ 1.2 |
Related Party Transactions - Co
Related Party Transactions - Contingent Consideration Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Related Party Transactions [Abstract] | ||
Due to related party pursuant to contingent consideration obligations, current | $ 8.8 | $ 12.5 |
Due to related party pursuant to contingent consideration obligations, noncurrent | 121.2 | 127.7 |
Total fair value | $ 130 | $ 140.2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | ||||||
Provisional income tax expense (benefit) | $ 4.5 | |||||
Income tax expense (benefit) | $ 4.6 | $ 0.8 | 5.9 | $ (1.9) | ||
Pre-tax income (loss) | 5 | $ (0.3) | 32.8 | $ (11.3) | ||
Valuation allowance | 2.6 | 2.6 | $ 3.1 | |||
Increase in uncertain tax positions related to acquisition | 1.4 | |||||
Interest and penalties | $ 1.5 | 1.5 | $ 1.8 | |||
Reductions due to the statute of limitations expiration | $ (0.4) | |||||
Forecast | ||||||
Income Tax Contingency [Line Items] | ||||||
Federal income tax rate | 24.30% |
Segment and Geographic Data - N
Segment and Geographic Data - Narrative (Details) | 6 Months Ended |
Mar. 31, 2018segmentcountry | |
Segment and Geographic Data | |
Number of operating segments | segment | 3 |
Chemicals | |
Segment and Geographic Data | |
Number of countries products distributed in (more than) | 50 |
Plastics | |
Segment and Geographic Data | |
Number of countries products distributed in (more than) | 50 |
Segment and Geographic Data - S
Segment and Geographic Data - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Summarized financial information | |||||
Sales and operating revenues | $ 1,041 | $ 917.7 | $ 1,970.6 | $ 1,712.5 | |
Gross profit | 115.7 | 102.2 | 222.6 | 186.6 | |
Selling, general & administrative expenses | 85.9 | 80 | 170.7 | 154.5 | |
Transaction related costs | 0 | 0.3 | 0.1 | 1.1 | |
Change in fair value of contingent consideration obligations | 12.6 | 10 | (6) | 20.6 | |
Operating income | 17.2 | 11.9 | 57.8 | 10.4 | |
Other income | 0.4 | 0.2 | 0.5 | 2.6 | |
Interest income | 0.1 | 0.1 | 0.2 | 0.2 | |
Interest expense | (12.7) | (12.5) | (25.7) | (24.5) | |
Net income (loss) before income taxes | 5 | (0.3) | 32.8 | (11.3) | |
Segment assets | |||||
Assets | 2,317.9 | 2,317.9 | $ 2,253.5 | ||
Operating Segments | |||||
Segment assets | |||||
Assets | 1,748.5 | 1,748.5 | 1,647.3 | ||
Unallocated | |||||
Segment assets | |||||
Assets | 569.4 | 569.4 | 606.2 | ||
Chemicals | |||||
Summarized financial information | |||||
Sales and operating revenues | 487.8 | 415 | 919.7 | 767.4 | |
Gross profit | 62 | 50.6 | 120.4 | 93.3 | |
Chemicals | Operating Segments | |||||
Segment assets | |||||
Assets | 840.3 | 840.3 | 793.6 | ||
Plastics | |||||
Summarized financial information | |||||
Sales and operating revenues | 516.9 | 471.7 | 979.1 | 884.2 | |
Gross profit | 47 | 45.8 | 88.9 | 81.8 | |
Plastics | Operating Segments | |||||
Segment assets | |||||
Assets | 814.1 | 814.1 | 762.7 | ||
Other | |||||
Summarized financial information | |||||
Sales and operating revenues | 36.3 | 31 | 71.8 | 60.9 | |
Gross profit | 6.7 | $ 5.8 | 13.3 | $ 11.5 | |
Other | Operating Segments | |||||
Segment assets | |||||
Assets | $ 94.1 | $ 94.1 | $ 91 |
Segment and Geographic Data -86
Segment and Geographic Data - Schedule of Revenues by Geographic Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | $ 1,041 | $ 917.7 | $ 1,970.6 | $ 1,712.5 |
U.S. | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | 754.9 | 684.2 | 1,423 | 1,271.6 |
Canada | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | 51.3 | 46.7 | 93.8 | 83.6 |
Other North America | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | 33.6 | 12.7 | 66.6 | 25.2 |
Total North America Operations | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | 839.8 | 743.6 | 1,583.4 | 1,380.4 |
EMEA | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | 149.7 | 124.4 | 276.9 | 221.3 |
Asia | ||||
Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale | ||||
Revenues | $ 51.5 | $ 49.7 | $ 110.3 | $ 110.8 |