Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Nov. 30, 2021 | Mar. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Transition Report | false | ||
Entity File Number | 001-40702 | ||
Entity Registrant Name | Weber Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1999408 | ||
Entity Address, Address Line One | 1415 S. Roselle Road | ||
Entity Address, City or Town | Palatine | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60067 | ||
City Area Code | 847 | ||
Local Phone Number | 934-5700 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | WEBR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001857951 | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the Weber Inc. 2022 definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after September 30, 2021, are incorporated by reference in Part III of this Form 10-K. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,533,388 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 234,645,219 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 107,517 | $ 123,792 | |
Accounts receivable, less allowances | [1] | 138,683 | 130,885 |
Inventories, net | 332,621 | 233,327 | |
Prepaid expenses and other current assets | [2] | 68,236 | 33,880 |
Total current assets | 647,057 | 521,884 | |
Property, equipment and leasehold improvements, net | 162,829 | 108,252 | |
Operating lease right-of-use assets | [3] | 66,962 | 48,937 |
Other long-term assets | 61,454 | 33,961 | |
Trademarks, net | 357,821 | 343,965 | |
Other intangible assets, net | 144,257 | 51,866 | |
Goodwill | 110,612 | 30,570 | |
Total assets | 1,550,992 | 1,139,435 | |
Current liabilities: | |||
Trade accounts payable | 330,669 | 298,078 | |
Accrued expenses (4) | [4] | 150,610 | 133,868 |
Income taxes payable | 4,823 | 8,151 | |
Current portion of long-term debt and other borrowings | 12,500 | 36,250 | |
Current portion of long-term financing obligation | 592 | 514 | |
Total current liabilities | 499,194 | 476,861 | |
Long-term debt, less current portion | 984,818 | 575,659 | |
Long-term financing obligation, less current portion | 38,394 | 38,986 | |
Non-current operating lease liabilities | [5] | 55,329 | 37,986 |
Tax receivable agreement liability | 9,226 | 0 | |
Other long-term liabilities | 85,376 | 53,491 | |
Total liabilities | 1,672,337 | 1,182,983 | |
Commitments and contingencies | |||
Members’ deficit | (1,216) | ||
Preferred Stock, $0.0001 par value - 1,500,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2021 | 0 | ||
Additional paid-in capital | 6,109 | 0 | |
Accumulated other comprehensive loss | (9,280) | (68,580) | |
Retained (deficit) earnings | (7,646) | 26,248 | |
Total Weber Inc. (deficit) equity | (10,762) | (43,548) | |
Noncontrolling interests | (110,583) | 0 | |
Total (deficit) equity | (121,345) | (43,548) | |
Total liabilities and (deficit) equity | 1,550,992 | $ 1,139,435 | |
Class A Common Stock | |||
Common stock, $0.01 par value per share, 1,000 shares authorized | 53 | ||
Class B Common Stock | |||
Common stock, $0.01 par value per share, 1,000 shares authorized | $ 2 | ||
[1] | Includes related party royalty receivables of $119 and $220 at September 30, 2021 and 2020, respectively (see Note 12). | ||
[2] | Includes related party prepaid royalties of zero and $10,044 at September 30, 2021 and 2020, respectively (see Note 12). | ||
[3] | Includes related party operating lease assets of $1,629 and $4,111 at September 30, 2021 and 2020, respectively (see Note 12). | ||
[4] | Includes related party operating lease liabilities of $431 and zero at September 30, 2021 and 2020, respectively (see Note 12) . | ||
[5] | Includes related party operating lease liabilities of $1,198 and $4,139 at September 30, 2021 and 2020, respectively (see Note 12). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Class of Stock and Related Party Balances [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,500,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Royalty receivables | $ 119 | $ 220 |
Prepaid royalties | 0 | 10,044 |
Related party operating lease, asset | 1,629 | 4,111 |
Related party operating lease, liabilities, current | 431 | 0 |
Related party operating lease, liabilities, noncurrent | $ 1,198 | $ 4,139 |
Class A Common Stock | ||
Class of Stock and Related Party Balances [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 3,000,000,000 | |
Common stock, shares issued (in shares) | 52,533,388 | |
Common stock, shares outstanding (in shares) | 52,533,388 | |
Class B Common Stock | ||
Class of Stock and Related Party Balances [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.00001 | |
Common stock, shares authorized (in shares) | 1,500,000,000 | |
Common stock, shares issued (in shares) | 233,572,370 | |
Common stock, shares outstanding (in shares) | 233,572,370 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | ||||
Net sales | [1] | $ 1,982,406 | $ 1,525,260 | $ 1,296,210 |
Cost of goods sold | [2] | 1,157,189 | 915,586 | 793,536 |
Gross profit | 825,217 | 609,674 | 502,674 | |
Operating expenses: | ||||
Selling, general and administrative | [3],[4] | 738,830 | 444,975 | 369,651 |
Amortization of intangible assets | 17,220 | 13,235 | 13,586 | |
Impairment of assets | 0 | 0 | 12,568 | |
Gain on disposal of assets held for sale | 5,185 | 0 | 0 | |
Income from operations | 74,352 | 151,464 | 106,869 | |
Foreign currency (gain) loss | (23) | 5,081 | (1,837) | |
Interest income | [5] | (1,091) | (1,270) | (1,153) |
Interest expense | 66,970 | 40,357 | 45,170 | |
Loss from early extinguishment of debt | 5,448 | 0 | 0 | |
Income before taxes | 3,048 | 107,296 | 64,689 | |
Income tax expense | 3,004 | 13,812 | 13,544 | |
(Gain) loss from investments in unconsolidated affiliates | (5,505) | 4,604 | 1,025 | |
Net income | 5,549 | 88,880 | 50,120 | |
Net loss attributable to noncontrolling interests | 42,177 | 0 | 0 | |
Net income attributable to Weber Inc. | $ 47,726 | $ 88,880 | $ 50,120 | |
Earnings (loss) per share of Class A common stock | ||||
Basic (in dollars per share) | [6] | $ (0.13) | ||
Diluted (in dollars per share) | [6] | $ (0.13) | ||
Weighted average shares outstanding | ||||
Basic (in shares) | 51,788,320 | |||
Diluted (in shares) | 51,788,320 | |||
[1] | Includes related party royalty revenue of $247, $386 and $699 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | |||
[2] | Includes related party rental expense of $676, $718 and $718 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | |||
[3] | Includes related party rental expense of $538, $235 and $235 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | |||
[4] | Includes related party royalty expense of $268, $1,291 and zero for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | |||
[5] | Includes related party interest income of $47, $56 and $66 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | |||
[6] | Basic and diluted earnings (loss) per share represent only the period from August 5, 2021 to September 30, 2021 (see Note 17). |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related party interest income | $ 47 | $ 56 | $ 66 |
Royalty Expense | |||
Related party royalty expense | 268 | 1,291 | 0 |
Rental Expense | |||
Related party rental expense | 676 | 718 | 718 |
Related party royalty expense | 538 | 235 | 235 |
Royalty | |||
Revenue from related parties | $ 247 | $ 386 | $ 699 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 5,549 | $ 88,880 | $ 50,120 |
Other comprehensive income: | |||
Foreign currency translation adjustments, net of income tax benefit of $137, zero and zero | (3,269) | 19,956 | (14,179) |
Gain (loss) on derivative instruments, net of income tax of $275, zero and zero | 21,742 | (16,275) | (31,879) |
Comprehensive income | 24,022 | 92,561 | 4,062 |
Less: Comprehensive loss attributable to noncontrolling interests | (39,530) | 0 | 0 |
Comprehensive income attributable to Weber Inc. | $ 63,552 | $ 92,561 | $ 4,062 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Members Equity (Deficit) | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) Cumulative Translation Adjustments | Accumulated Other Comprehensive Income (Loss) Unrealized Gain (Loss) on Derivative Instruments | Retained Earnings (Deficit) | Noncontrolling Interest | Preferred Stock |
Beginning Balance at Sep. 30, 2018 | $ (3,920) | $ 22,283 | $ (34,232) | $ 8,029 | $ 0 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Capital contributions | 550 | 550 | ||||||||||
Repurchase of members' interest | (87,705) | (87,705) | ||||||||||
Interest income on notes receivable | (66) | (66) | ||||||||||
Notes receivable repayments | 819 | (819) | ||||||||||
Net income | (50,120) | (50,120) | ||||||||||
Foreign currency translation adjustments | 14,179 | 14,179 | ||||||||||
Loss on derivative instruments | (30,507) | (30,507) | ||||||||||
Unit-based compensation | 158 | 158 | ||||||||||
Gain (loss) recognized | (1,372) | 0 | (1,372) | |||||||||
Members Distributions, Pre IPO | 35,658 | 35,658 | ||||||||||
Net income | 50,120 | |||||||||||
Ending Balance at Sep. 30, 2019 | (121,760) | (49,499) | (48,411) | (23,850) | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Capital contributions | 125 | 125 | ||||||||||
Repurchase of members' interest | 0 | |||||||||||
Interest income on notes receivable | (56) | (56) | ||||||||||
Net income | (88,880) | (88,880) | ||||||||||
Foreign currency translation adjustments | (19,956) | 0 | (19,956) | |||||||||
Unit-based compensation | 142 | 142 | ||||||||||
Gain (loss) recognized | 4,404 | 0 | 4,404 | |||||||||
Members Distributions, Pre IPO | 17,042 | 17,042 | ||||||||||
Gain (loss) on derivative instruments | (20,679) | 0 | (20,679) | |||||||||
Application of ASC 842 | (2,482) | (2,482) | ||||||||||
Ending Balance, Post Reorganization Transaction at Sep. 30, 2020 | (43,548) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 88,880 | |||||||||||
Ending Balance at Sep. 30, 2020 | (43,548) | $ 25,032 | (28,455) | (40,125) | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of members' interest | (188,860) | |||||||||||
Interest income on notes receivable | (47) | |||||||||||
Net income | (47,726) | |||||||||||
Foreign currency translation adjustments | 3,269 | |||||||||||
Ending Balance, Post Reorganization Transaction at Sep. 30, 2021 | (121,345) | $ 53 | $ 2 | $ 6,109 | $ (5,692) | $ (3,588) | $ (7,646) | $ (110,583) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | $ 5,549 | |||||||||||
Ending Balance, Post Reorganization Transaction (Shares) at Sep. 30, 2021 | 52,533,388 | 233,572,370 | 52,533,388 | 233,572,370 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | |||
Net income | $ 5,549 | $ 88,880 | $ 50,120 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision for depreciation | 27,082 | 29,112 | 32,731 |
Provision for amortization of intangible assets | 17,220 | 13,235 | 13,586 |
Provision for amortization of deferred financing costs | 3,803 | 2,935 | 2,022 |
Deferred income tax (benefit) expense | (12,954) | 445 | (190) |
Management incentive plan compensation, net of forfeitures | 0 | 4,372 | (1,604) |
(Gain) loss from investments in unconsolidated affiliates | (5,505) | 4,604 | 1,025 |
Impairment of assets | 0 | 0 | 12,568 |
Gain on disposal of assets held for sale | (5,185) | 0 | 0 |
Stock/unit-based compensation | 131,176 | 142 | 158 |
Loss from early extinguishment of debt | 5,448 | 0 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable | (7,320) | (25,511) | (20,755) |
Inventories | (99,506) | (44,179) | 84,805 |
Prepaid expenses and other current assets | (25,227) | (16,711) | 4,196 |
Trade accounts payable | 12,996 | 196,213 | (41,769) |
Accrued expenses | (1,701) | 52,115 | (3,274) |
Income taxes payable | (4,189) | 4,193 | 481 |
Other | 12,404 | (4,667) | (7,632) |
Net cash provided by operating activities | 54,091 | 305,178 | 126,468 |
Investing activities | |||
Proceeds from disposal of property, equipment and leasehold improvements | 14,029 | 7,207 | 19 |
Additions to property, equipment and leasehold improvements | (63,534) | (29,414) | (25,507) |
Payments for investments | 0 | 0 | (41,769) |
Payments for acquisitions | (128,514) | 0 | 0 |
Net cash used in investing activities | (178,019) | (22,207) | (67,257) |
Financing activities | |||
Proceeds from issuance of long-term debt | 1,250,000 | 0 | 0 |
Payments for deferred financing costs | (27,703) | (3,233) | (1,671) |
Payments for capitalized offering costs | (7,043) | 0 | 0 |
Payments under agreement with iDevices | (339) | (1,640) | (2,188) |
Interest rate swap settlement payments | (5,380) | 0 | 0 |
Proceeds from contribution of capital, net | 13,075 | 125 | 1,369 |
Proceeds from Initial Public Offering | 237,500 | 0 | 0 |
Proceeds received from Greenshoe option | 35,627 | 0 | 0 |
Payment For The Acquired Trademark | 0 | (18,000) | 0 |
Repurchase of Class A shares and LLC units | (35,627) | 0 | 0 |
Repurchase of members’ interests | (188,860) | 0 | (87,705) |
Members’ distributions | (315,508) | (17,042) | (35,658) |
Proceeds From Sale Leaseback Obligation | 0 | 39,500 | 0 |
Borrowings from revolving credit facility | 217,000 | 497,462 | 735,865 |
Payments on revolving credit facility | (217,000) | (674,162) | (621,849) |
Payments of long-term debt | (845,725) | (33,550) | (36,250) |
Service on financing obligation | (514) | (2,700) | (2,641) |
Net cash provided by (used in) financing activities | 109,503 | (213,240) | (50,728) |
Effect of exchange rate changes on cash and cash equivalents | (1,850) | 9,396 | 851 |
(Decrease) increase in cash and cash equivalents | (16,275) | 79,127 | 9,334 |
Cash and cash equivalents at beginning of period | 123,792 | 44,665 | 35,331 |
Cash and cash equivalents at end of period | 107,517 | 123,792 | 44,665 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 56,456 | 43,095 | 39,988 |
Cash paid for income taxes, net of refunds of $4,336, $730 and $490, respectively | 20,517 | 10,295 | 13,788 |
Supplemental disclosures of non-cash investing and financing information: | |||
Property and equipment included in accounts payable and accrued expenses | 32,561 | 5,517 | 7,708 |
Capitalized offering costs included in accounts payable and accrued expenses | 2,109 | 0 | 0 |
Settlement of existing relationship through business combination | 9,776 | 0 | 0 |
Issuance of common units for business acquisition | $ 14,582 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | |||
Proceeds from income tax refunds | $ 4,336 | $ 730 | $ 490 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - Parenthetical - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency Translation adjustment, income tax benefit | $ (137) | $ 0 | $ 0 |
Gain (loss) on derivative instrument, Income tax expense | $ 275 | $ 0 | $ 0 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Deficit) - Parenthetical $ in Thousands | Aug. 05, 2021USD ($) |
Equity [Abstract] | |
Issuance costs | $ 21,348 |
Deferred tax expense | $ 2,161 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Description of Business Weber Inc. (“Weber,” “Company,” “we,” and “our”), a Delaware corporation, was formed in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, facilitating organizational transactions and to operate the business of Weber HoldCo LLC and its consolidated subsidiaries. The Company historically conducted its business through Weber-Stephen Products LLC prior to the IPO. Following the IPO, Weber Inc. is a holding company and its sole asset is a controlling equity interest in Weber HoldCo LLC, a Delaware limited liability company formed in April 2021. As part of the IPO and the associated transactions described below, Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as the primary operating company. Weber, together with its affiliates, is an outdoor cooking company in the global outdoor cooking market. Our product portfolio includes traditional charcoal grills, gas grills, smokers, pellet grills, electric grills and related accessories. Our full range of products are sold in 78 countries. We are headquartered in Palatine, Illinois, and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WEBR.” Initial Public Offering and Reorganization Transactions In August 2021, the Company completed its IPO and consummated the transactions outlined below (collectively referred to as the “Reorganization Transactions”). All of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO were owned by the following persons and entities, referred to as the “Pre-IPO LLC Members”: • BDT WSP Holdings, LLC, an entity controlled by BDT Capital Partners, LLC, the Company’s sponsor; • WSP Investment LLC, an entity held by the Stephen family; • Weber-Stephen Management Pool LLC, an entity held by current and former members of the Company’s management team and directors; and • certain other historical equityholders. The Reorganization Transactions Reorganization In connection with the closing of the IPO, the following Reorganization Transactions were consummated: • Weber Merger Sub, LLC (“Weber Merger Sub”), a subsidiary of Weber Inc. formed in April 2021, merged with and into BDT WSP Blocker, LLC (“Blocker”), an entity controlled by BDT Capital Partners, LLC, our sponsor, with Blocker surviving the merger. As a result, (i) the Blocker equityholders received Class A common stock of Weber Inc. in exchange for their equity interests in Blocker, (ii) the nominal shares of Weber Inc. held by Weber-Stephen Products LLC were canceled for no consideration (because Weber Inc. was originally formed as a subsidiary of Weber-Stephen Products LLC) and (iii) Weber Inc. became wholly owned by the former Blocker equityholders; • Blocker then merged with and into Weber Inc., with Weber Inc. surviving the merger. Weber Inc.’s certificate of incorporation was amended to authorize the issuance of two classes of common stock: Class A common stock and Class B common stock, which we refer to collectively as our “common stock.” Each share of Class A common stock and Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders; • WSP Merger Sub, a subsidiary of WSP Intermediate formed in April 2021, merged with and into Weber-Stephen Products LLC, with Weber-Stephen Products LLC surviving the merger. As a result, (i) the Pre-IPO LLC Members received non-voting common interest units (the “LLC Units”) in Weber HoldCo LLC in exchange for all of their equity interests in Weber-Stephen Products LLC, (ii) Weber-Stephen Management Pool LLC received LLC Units in exchange for all equity interest that it holds in Weber-Stephen Products LLC and profits interests in Weber HoldCo LLC with terms substantially similar to the terms of the profits interests that it holds in Weber-Stephen Products LLC and (iii) Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC; • An amended limited liability company operating agreement (“Amended LLC Agreement”) was adopted for Weber HoldCo LLC making Weber Inc. the sole managing member of Weber HoldCo LLC; • Pre-IPO LLC Members were issued shares of Weber Inc.’s Class B common stock in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member; • Weber Inc. issued 17.9 million shares of its Class A common stock to the public pursuant to the IPO; and • Weber Inc. entered into a tax receivable agreement with the Pre-IPO LLC Members. With the Reorganization Transactions and IPO executed, Weber Inc. now manages and operates the business and controls the strategic decisions and day-to-day operations of Weber HoldCo LLC and its subsidiaries, and also has a substantial financial interest in Weber HoldCo LLC. As such, Weber Inc. will consolidate the financial results of Weber HoldCo LLC, and a portion of Weber Inc.’s net income will be allocated to noncontrolling interests to reflect the entitlement of the Pre-IPO LLC Members to a portion of Weber HoldCo LLC’s net income. Under the Amended LLC Agreement, Weber HoldCo LLC is also required from time to time to make pro rata distributions in cash to Weber Inc. and the other holders of LLC Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on our and the other LLC Unit holders’ respective allocable shares of the taxable income of Weber HoldCo LLC. In addition, because Weber HoldCo LLC is under the common control of BDT Capital Partners, LLC before and after the Reorganization Transactions, Weber Inc. accounted for the Reorganization Transactions as a reorganization of entities under common control and initially measured the interests of the Pre-IPO LLC Members in the assets and liabilities of Weber HoldCo LLC at their carrying amounts as of the date of the completion of the Reorganization Transactions. The IPO In connection with the completion of the IPO, the Company issued 17.9 million shares of Class A common stock to the purchasers of the IPO. The Company used the net proceeds from the offering to acquire 17.9 million newly issued LLC Units from Weber HoldCo LLC at a price per LLC Unit equal to the IPO price of the Company's Class A common stock minus underwriting discounts, which represented an aggregate price of $237.5 million. Weber HoldCo LLC used the proceeds from the sale of the LLC Units to the Company as follows: (i) to pay fees and expenses of approximately $17.4 million in connection with the offering and the Reorganization Transactions and (ii) to repay $220.1 million of the outstanding borrowings under the Secured Credit Facility. The Company capitalized $9.2 million of the fees and expenses related to the offering, which were recorded as a reduction of equity generated as a result of the offering. Greenshoe Shares Subsequent to the IPO, the underwriters exercised the options granted to them to purchase additional shares of the Company. A total of 2.7 million shares of Class A common stock was purchased. The Company used the net proceeds from the offering to acquire (i) 0.3 million shares of Class A common stock from Blocker equityholders, and (ii) 2.3 million of LLC Units from Weber HoldCo LLC, in each case, at a price per share and per LLC Unit equal to the IPO price of the Company’s Class A common stock, minus underwriting discounts, which represented an aggregate price of $35.6 million. Weber HoldCo LLC used the proceeds to buy back LLC Units from existing Weber HoldCo LLC unit holders. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLC is considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects the economic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the Pre-IPO LLC Members to a portion of Weber HoldCo LLC’s net income (loss). As the Reorganization Transactions are considered transactions between entities under common control, the consolidated financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Weber Inc. had no operations. Fiscal Year The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change in the estimates will be recognized in the current period of the change. Seasonality Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality. The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscal quarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business. Cash and Cash Equivalents The Company considers all investments with initial maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in accounts with major financial institutions in the U.S. and in countries where the Company’s subsidiaries operate in the form of demand deposits. Deposits in these institutions may exceed amounts of insurance provided on such accounts. The Company has not experienced any losses on its deposits of cash and cash equivalents. Revenue Recognition Revenue transactions associated with the sale of grills and related accessories comprise a single performance obligation, which consists of the transfer of products to customers at a point in time. Substantially all of the Company’s revenues relate to the sales of grills and accessories. The Company satisfies the performance obligation and records revenues for grills and accessories when control has passed to the customer, based on the terms of sale. Transfer of control passes to customers at a point in time, that point in time generally being upon shipment or upon delivery of the performance obligation, depending on the written sales terms with the customer. The Company’s purchase orders from customers for specific products represent its contracts and include all key terms and conditions related to the sale of products. For all sales, no significant uncertainty exists surrounding the customers’ obligation to pay for grills and accessories. Customers’ obligations to pay are generally under normal commercial terms, with payment terms typically being 30-60 days upon completion of the performance obligation. As payment terms are less than one year from the satisfaction of performance obligation, our sales do not include any significant financing components. Consideration promised in the Company’s contracts with certain customers is variable due to anticipated reductions, such as cash discounts and customer incentives (volume rebates and advertising programs). The transaction price is determined based upon the invoiced sales price, less anticipated reductions. The cost of these discounts and incentives are estimated at the inception of the contract based on the Company’s annual incentive programs with customers and recognized as a reduction to revenue at the time of sale. Subsequent adjustments to discounts or incentive programs are recognized to revenue in the period the adjustment is determinable. The Company offers warranties on most of its products, which are considered assurance type warranties and, therefore, are not accounted for as a separate performance obligation. The Company has elected to account for shipping and handling activities as a fulfillment cost. Accordingly, all shipping and handling activity costs are recognized as Selling, general and administrative expenses at the time the related revenue is recognized. The Company recognized shipping and handling activity costs of $163.8 million, $116.3 million and $102.1 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Amounts invoiced to customers for shipping and handling are recorded in Net sales. Any taxes collected on behalf of government authorities are excluded from Net sales. Accounts Receivable Accounts receivable consist primarily of amounts due to the Company from its normal business activities, offset by an allowance for expected credit losses. The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economic conditions and its expectations of future economic conditions. Additionally, the Company establishes customer-specific allowances for known at-risk accounts. The Company does not require collateral from its customers. Accounts receivable are written off when it is determined that the receivable will not be collected. The Company’s allowances are as follows (dollars in thousands): Balance at September 30, 2019 $ 2,858 Charges (credits) to the provision, net 1,112 Accounts written off, net of recoveries (708) Balance at September 30, 2020 3,262 Charges (credits) to the provision, net 591 Accounts written off, net of recoveries (1,233) Balance at September 30, 2021 $ 2,620 Inventories Inventories include finished products and work-in-process and materials associated with production and are valued at the lower of cost or market (net realizable value) using the first-in,first-out method. In evaluating net realizable value, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors. The components of inventory are as follows: September 30, 2021 2020 (dollars in thousands) Work-in-process and materials $ 60,367 $ 33,343 Finished products 272,254 199,984 Total inventories, net $ 332,621 $ 233,327 Property, Equipment and Leasehold Improvements The Company provides for depreciation and amortization of buildings, equipment and leasehold improvements using the straight-line method over their estimated useful lives. The estimated useful life for leasehold improvements, buildings and equipment and computer software are as follows: Estimated Useful Life Leasehold improvements Lesser of remaining lease term or useful life of the asset Buildings 10-40 years Equipment and computer software 3-15 years Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. Costs incurred during the development stage of internal-use software projects are capitalized and amortized over the estimated useful life of the related project. Costs incurred prior to the development stage, as well as costs for maintenance, data conversion, training, and other general and administrative costs, are expensed as incurred. During the fiscal year ended September 30, 2020, the Company determined that one of its manufacturing sites was considered to be assets held for sale, since the asset group was being marketed for sale and all the criteria to be classified as held for sale under Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets , had been met. The related buildings and its content were vacated and the Company no longer required these assets for its future operations. The carrying value of these assets was $8.3 million as of September 30, 2020 and was recorded within Property, equipment and leasehold improvements, net. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. On December 30, 2020, the Company disposed of this manufacturing site, for net cash proceeds of $13.5 million which resulted in a gain of $5.2 million. Goodwill and Other Intangibles Finite-lived intangible assets, which primarily consist of trademarks, customer lists, patents and developed technology, are stated at historical cost and amortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives, which range from 15 to 20 years for trademarks and customers lists and 10 to 14 years for patents and are 15 years for developed technology. The Company performs reviews for impairment of intangible assets subject to amortization whenever adverse events or circumstances indicate that the carrying value of an asset may not be recoverable. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant negative industry or economic trends; and • significant decline in the Company’s estimated enterprise value relative to carrying value. When indicators of impairment are present, the Company evaluates the carrying value of the intangible assets subject to amortization in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company adjusts the net book value of the intangible assets subject to amortization to fair value if the sum of the expected future cash flows is less than book value. The Company evaluates indefinite-lived intangible assets and goodwill for possible impairment during the fourth quarter of the Company's fiscal year or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An intangible asset with an indefinite life (a major trademark) is evaluated for possible impairment by first making a qualitative evaluation about the likelihood of impairment to determine whether it should then calculate the fair value of the asset compared to the carrying value. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company performs an annual impairment review of goodwill during the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment of its goodwill exist, to determine whether the carrying value of the recorded goodwill is impaired. When assessing goodwill for impairment, the Company considers (i) the amount of excess fair value over the carrying value of each reporting unit, (ii) the period of time since a reporting unit’s last quantitative test and (iii) other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of its reporting units are less than their respective carrying values. Examples of qualitative factors that the Company assesses include its financial performance, market and competitive factors in its industry and other events specific to its reporting units. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative impairment test by comparing reporting unit carrying values to estimated fair values. See Note 3 for further information. Warranty The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Foreign Currency Transactions and Translation Gains or losses on foreign currency transactions during the fiscal year have been included in the accompanying consolidated statements of income. The functional currencies of the Company’s foreign subsidiaries are primarily the respective local currencies. Accordingly, assets and liabilities of foreign affiliates are translated at current exchange rates, and operations accounts are translated at the average rates during the period. Related translation adjustments are reported as a component of comprehensive income. Income Taxes Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. In accordance with ASC 740, Income Taxes , the Company evaluated the technical merits of its income tax positions and has established income tax reserves for uncertain tax positions for the fiscal years ended September 30, 2021, 2020 and 2019. The Company’s practice is to recognize interest and penalties related to income tax matters in Income tax expense in the consolidated statements of income. See Note 9 for further information. Derivative Instruments During the fiscal years ended September 30, 2021, 2020 and 2019, the Company used interest rate swap contracts to reduce its exposure to fluctuations in interest rates. During the fiscal years ended September 30, 2021, 2020 and 2019, the Company also entered into foreign currency forward contracts to reduce its exposure to fluctuations in foreign currency denominated sales and the respective cash flows impacting Gross profit. When entered, these foreign currency forward contracts are designated as cash flow hedges of underlying exposures and de-designated when the foreign currency denominated sale of inventory is made to a third party. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency (gain) loss. During the fiscal years ended September 30, 2021 and 2020 the Company used commodity index contracts to reduce its exposure to fluctuations in cash flows relating to the purchases of aluminum and steel-based components and raw materials impacting Gross profit. Cash flows related to the settlement of derivative instruments designated as cash flow hedges are classified within operating activities. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive income (loss) and reclassified to earnings when the hedged item affects earnings. Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss the Company could incur if a counterparty were to default on a derivative contract. The Company deals with only investment-grade counterparties and monitors the overall credit risk and exposure to individual counterparties. The Company did not experience any nonperformance by a counterparty during the fiscal years ended September 30, 2021, 2020 or 2019. The Company did not require, nor did it post, collateral or security on such contracts. Business Combinations The Company allocates the fair value of the purchase consideration of its acquired businesses to the tangible assets, liabilities assumed, and intangible assets acquired based on the estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Transaction costs are recognized separately from the business combination and are expensed as incurred. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income attributable to Weber Inc. by the weighted average number of Class A common stock outstanding during the period. Restricted stock units ("RSUs") awarded as part of the Company’s stock compensation program are included in the weighted-average Class A common shares outstanding in the calculation of basic earnings per share once the units are fully vested. Diluted earnings (loss) per share is calculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, RSUs, and HoldCo LLC Units that are convertible into our Class A common stock when paired with an equal number of Class B common stock (together referred to as "Paired Interests"). Equity Based Compensation Stock-Based Compensation The Company measures stock-based compensation at fair value on the grant date, or modification date if applicable, of the award. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant or modification. For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized over the service period of the awards based on the graded-vesting method. We account for forfeitures as they occur. Stock-based compensation is classified in the consolidated statements of income based on the function to which the related services are provided. Unit-Based Compensation As described within the Change in Accounting Principle section below, in anticipation of becoming a public company, the Company changed its methodology for valuing the profits interest units and Management Incentive Compensation Plan ("LTIP") awards from the intrinsic value methodology to fair value during the fiscal year ended September 30, 2021. Prior to the IPO, both the LTIP awards and the profits interest units were liability classified. Both awards were modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021. As such, the awards were remeasured on the modification date, with any changes in fair value recognized in compensation expense. No subsequent remeasurement will be performed unless additional modifications are made to the awards. Compensation expense associated with the awards is recognized over the service period of the awards based on the graded-vesting method. The value of the LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of the Board of Directors. The value of the awards at the end of each reporting period was dependent upon the Company’s estimates of the underlying performance measures. As the units issued were based on performance metrics, the expense was adjusted for the ultimate number of units expected to be issued as of the end of each reporting period prior to the IPO. The fair value of the profits interest units was estimated using the Black-Scholes option-pricing valuation model. The determination of fair value using an option-pricing model is affected by the Company’s enterprise value as well as assumptions pertaining to several variables, including expected volatility, the expected term of the unit and the risk-free rate of interest. In the option-pricing model for the Company’s profits interest units, expected volatility was based on an analysis of reported data for a group of guideline publicly traded companies. For this analysis, the Company selected companies with comparable characteristics including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the units. The Company determined expected volatility using an average of the historical volatilities of the guideline group of companies. The expected term of the unit was based on expected exercise patterns of unit holders and the risk-free rate of interest was based on U.S. Treasury yields. Advertising Costs The Company expenses advertising costs upon the first display of the advertisement and includes advertising expenses in Selling, general and administrative expenses in the consolidated statements of income. The Company incurred advertising expenses of $110.1 million, $68.7 million and $53.8 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Research and Development Costs Research and development costs are charged to expense as incurred and included in Selling, general and administrative expenses in the consolidated statements of income. The Company incurred research and development expenses of $42.8 million, $18.2 million and $12.6 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Change in Accounting Principle Profits interest units and LTIP awards historically were accounted for as liability compensatory awards under ASC 710, Compensation—General , and valued using the intrinsic value method, as permitted by ASC 718, Compensation—Stock Compensation , for nonpublic entities. In anticipation of becoming a public company, as defined in ASC 718, the Company changed its methodology for valuing the profits interest units and LTIP awards during the fiscal year ended September 30, 2021. The change resulted in additional compensation expense of $12.5 million during the fiscal year ended September 30, 2021. The effect of the change represents the difference in compensation costs measured using the intrinsic value method and the fair value method. The LTIP awards were not impacted by the change in valuation methods due to the nature of the grant terms and underlying calculation. New Accounting Pronouncements Recently Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The guidance has not impacted the consolidated financial statements to date. The Company will continue to monitor the impact of the ASU on our consolidated financial statements in the future. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 intended to simplify various aspects of accounting for income taxes. The Company elected to early adopt ASU 2019-12 effective October 1, 2019. Certain components of this guidance were |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 2. Acquisitions Equity Method Investment During the fiscal year ended September 30, 2019, the Company executed an agreement with June Life, Inc. (“June”), a smart appliance and technology company, to purchase $23.0 million of June’s preferred stock and $1.3 million of June’s common stock. The common stock investment represented 6% of the total outstanding common stock of June, and the total combined equity investment represented less than 20% of the voting interest in June. The Company also entered into a license and development agreement with June to license certain software and other technology owned by June and adapt this technology to certain products of the Company. The license and development agreement included provisions for the Company to pay June royalties at varying rates based on the quantities and type of product sold containing the licensed technology. The Company determined it had significant influence over June due to the substantial impact of the license and development agreement on June’s operating results and cash flows. As a result, the Company accounted for the investment in June as an equity method investment and recorded its share of June’s earnings or losses. During the fiscal years ended September 30, 2021, 2020 and 2019, the Company recorded equity method losses of $1.4 million, $4.6 million and $1.0 million, respectively, with an offsetting decrease in its investment in June. As described below, the Company acquired the remaining equity interest in June during fiscal year 2021 and fully consolidated the entity. At acquisition, the Company remeasured the fair value of its existing equity interest, which exceeded the carrying amount of the investment and resulted in a pre-tax gain of $6.9 million. The gain offset with the equity method loss of $1.4 million was recorded within (Gain) loss from investments in unconsolidated affiliates during the fiscal year ended September 30, 2021. The carrying value of the investment in June was $18.6 million as of September 30, 2020 and was recorded in Other long-term assets. June Acquisition On January 12, 2021, the Company acquired all of the remaining outstanding stock of June. The purpose of the acquisition was primarily to advance consumer experiences through the use of embedded technology in its products and higher quality digital products. The composition of the purchase price recorded for June was as follows (dollars in thousands): Cash $ 108,285 Fair value of equity interest 24,144 Settlement of existing contractual relationship 9,776 Total $ 142,205 Prior to the acquisition, the Company held an existing equity interest in June, which was historically accounted for as an equity method investment. Upon completion of the merger agreement, June became a wholly-owned subsidiary of the Company. At the time of acquisition, the fair value of the existing equity interest totaled $24.1 million, which was based on per share prices paid to the sellers of common stock and preferred stock on acquisition. The June license and development agreement, was deemed to be an existing contractual relationship. As a result of the business combination, the Company recorded this arrangement as consideration at its January 12, 2021 fair value, which resulted in an increase in goodwill of $9.8 million. The results of operations for June have been included in the consolidated statements of income since the acquisition date, which were not material. June operations are reflected within the Americas reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate. The September 30, 2021 consolidated balance sheet includes the assets and liabilities of June, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities. The allocation of purchase price recorded for June was as follows (dollars in thousands): Cash $ 6,046 Inventory 480 Accounts receivable 85 Prepaid expenses and other current assets 617 Property and equipment 104 Intangibles 109,700 Goodwill 54,477 Accounts payable (870) Accrued expenses (3,954) Other long-term liabilities (24,480) Total $ 142,205 The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date. Finalization of the valuation during the measurement period could result in a change in the fair value amounts recorded for acquired assets and liabilities. The completion of the valuation will occur no later than one year from the acquisition date. The goodwill of $54.5 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the period subsequent to acquisition, the Company recorded a reduction to the deferred tax liability of $6.6 million in its acquisition of June, with a corresponding decrease to goodwill, due to a change in apportionment data in preparation of the 2020 income tax returns. The Company recognized $24.5 million of net deferred tax liabilities due to the acquisition of June. The deferred tax liabilities have been recorded in Other long-term liabilities in the accompanying consolidated balance sheets. The amounts allocated to intangible assets are as follows: Gross Carrying Amount (dollars in thousands) Trade names and trademarks $ 17,000 Developed software / patented technology 87,000 Non-competition / restrictive covenant agreements 5,700 Total $ 109,700 The useful lives assigned to intangible assets are as follows (in years): Trade names and trademarks 20.0 Developed software / patented technology 15.0 Non-competition / restrictive covenant agreements 3.0 Total weighted average useful life 15.2 Developed software/patented technology were valued using the multi-period excess earnings method (“MPEEM”). Intangible assets consisting of trade names and trademarks and non-competition/ restrictive covenant agreements were valued using the relief from royalty (“RFR”) method and lost income method, respectively. In many cases, the determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change. As a result of the acquisition, the Company recognized $1.2 million of acquisition-related costs which are included in Selling, general and administrative expenses on the Company’s consolidated statements of income. RMC Acquisition On April 1, 2021, the Company acquired all aspects of the operations of R McDonald Co. Pty. Ltd. (“RMC”), that supported the Company’s business units in Australia and New Zealand. This included certain fixed assets, members of the RMC workforce and their related employment liabilities and the reacquired right to sell and market the Company’s products. RMC, a marketing and distribution company, had historically provided operational and marketing support to operate the Weber Australia and Weber New Zealand businesses on behalf of the Company. The primary purpose of the acquisition was to re-acquire those operational and marketing rights. The composition of the purchase price recorded for RMC was as follows (dollars in thousands): Cash $ 26,275 Equity consideration issued by the Company (2,899 common units) 14,582 Total $ 40,857 Prior to the acquisition, the Company had a preexisting contractual agreement with RMC which provided RMC the exclusive rights to sell, market, and distribute barbecue grills and accessories in Australia and New Zealand. With the acquisition, the effective settlement of this agreement resulted in the Company reacquiring rights to sell, market, and distribute products in Australia and New Zealand. In addition, RMC had a contractual agreement to provide administrative support services to the Company’s Australian and New Zealand businesses, as well as a licensing agreement for RMC to use certain trademarks of the Company. The transaction resulted in no gain or loss as the contractual terms of these agreements were at market. The results of operations for RMC have been included in the consolidated statements of income since the acquisition date, which were not material. RMC operations are reflected within the Asia-Pacific (“APAC”) reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate. The September 30, 2021 consolidated balance sheet includes the assets and liabilities of RMC, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities. The allocation of purchase price recorded for RMC was as follows (dollars in thousands): Property and equipment $ 432 Reacquired rights 14,300 Other long-term assets 410 Goodwill 27,120 Accrued expenses (1,405) Total $ 40,857 The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date. Finalization of the valuation during the measurement period could result in a change in the fair value amounts recorded for acquired assets and liabilities. The completion of the valuation will occur no later than one year from the acquisition date. The goodwill of $27.1 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the period subsequent to acquisition, the Company recorded a deferred tax asset of $0.4 million in its acquisition of RMC, with a corresponding decrease to goodwill. The reacquired rights were valued using MPEEM. The useful life of the reacquired rights were estimated to be 3.3 years. The determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change. As a result of the acquisition, the Company recognized approximately $0.3 million of acquisition-related costs which are included in Selling, general and administrative expenses on the Company’s consolidated statements of income. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 3. Goodwill and Other Intangibles Goodwill allocated to Weber's reportable segments and changes in the carrying amount of goodwill during the fiscal years ended September 30, 2021 and 2020 are shown below. Americas EMEA APAC Total (dollars in thousands) Balance as of September 30, 2019 $ 19,219 $ 9,971 $ 593 $ 29,783 Foreign exchange — 751 36 787 Balance as of September 30, 2020 19,219 10,722 629 30,570 Acquisitions 54,477 — 27,120 81,597 Foreign exchange — (133) (1,422) (1,555) Balance as of September 30, 2021 $ 73,696 $ 10,589 $ 26,327 $ 110,612 During the fiscal years ended September 30, 2021 and 2020, the Company performed a qualitative assessment of its goodwill and indefinite-lived intangible assets and noted no impairment. Additionally, the Company did not identify any indicators of impairment for other intangible assets subject to amortization during the fiscal years ended September 30, 2021 and 2020. The Company’s intangible assets consist of the following: September 30, 2021 Weighted-Average Remaining Amortization Years Gross Carrying Amount Accumulated Amortization Net Book Value (dollars in thousands) Trademark—Weber N/A $ 310,000 $ — $ 310,000 Trademarks—Other 14.6 55,900 (8,079) 47,821 Trademarks, net 365,900 (8,079) 357,821 Customer lists 9.3 91,563 (50,483) 41,080 Patents 7.5 49,428 (47,389) 2,039 In-process research and development 5.3 4,500 (2,100) 2,400 Developed technology 14.3 87,000 (4,139) 82,861 Reacquired rights 2.8 13,568 (2,035) 11,533 Non-compete agreement 2.3 6,300 (1,956) 4,344 Other intangible assets, net 252,359 (108,102) 144,257 Total $ 618,259 $ (116,181) $ 502,078 September 30, 2020 Gross Carrying Accumulated Amortization Net Book (dollars in thousands) Trademark—Weber $ 310,000 $ — $ 310,000 Trademarks—Other 38,900 (4,935) 33,965 Trademarks, net 348,900 (4,935) 343,965 Customer lists 91,388 (45,684) 45,704 Patents 49,428 (46,156) 3,272 Internally developed software 5,700 (5,700) — In-process research and development 4,500 (1,650) 2,850 Non-compete agreement 600 (560) 40 Other intangible assets, net 151,616 (99,750) 51,866 Total $ 500,516 $ (104,685) $ 395,831 The Company’s indefinite-lived intangible assets consist of Trademark—Weber. The Company expects to record the following amortization expense on intangible assets for each of the next five years and thereafter (dollars in thousands): 2022 $ 20,661 2023 20,639 2024 18,584 2025 14,648 2026 14,648 Thereafter 102,898 Total $ 192,078 Total amortization expense for the Company’s intangible assets was $17.2 million, $13.2 million and $13.6 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Leasehold Improvements | 4. Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements, net consists of the following: September 30, 2021 2020 (dollars in thousands) Land $ 6,453 $ 12,530 Buildings 44,829 52,985 Computer equipment and software 79,286 66,166 Equipment 238,601 209,033 Leasehold improvements 13,156 17,264 Construction-in-progress 32,547 8,075 Gross carrying amount 414,872 366,053 Accumulated depreciation (252,043) (257,801) Total $ 162,829 $ 108,252 Depreciation expense amounted to $27.1 million, $29.1 million and $32.7 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively, of which $6.9 million, $5.8 million and $3.7 million related to the |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: September 30, 2021 2020 (dollars in thousands) Accrued payroll and employee benefits $ 59,035 $ 52,041 Current portion of derivative instruments 14,688 9,620 Current portion of operating lease liabilities 13,040 11,741 Other (1) 63,847 60,466 Total $ 150,610 $ 133,868 ______________ (1) Other includes items for accruals such as commissions, freight and distribution costs and taxes. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has various operating lease agreements related to machinery and equipment, vehicles, IT assets, office equipment, real estate and other assets with terms of up to 20 years, inclusive of renewal options the Company is reasonably certain of exercising. The Company does not have any finance leases. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term. The operating lease right-of-use asset also reflects accrued and prepaid lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. Our lease payments are largely fixed. Variable lease payments exist in circumstances such as our payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs. Variable lease payments are expensed as incurred. Some of our leases include options to extend the lease term. If the Company is reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and the lease liability. Some of our leases include an option to early terminate the lease. Our leases with an early termination option generally involve a termination payment and therefore the Company is not reasonably certain to terminate them early. As such, our lease term generally does not reflect early termination of our leases. Our leases do not contain any material residual value guarantees or restrictive restrictions or covenants that restrict us from incurring other financial obligations. At the inception of our contracts the Company determines if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is based on our secured incremental borrowing rate since the rate implicit in the lease is not readily determinable. The Company participated in lease transactions with related parties. See Note 12 for further information. The following table presents supplemental balance sheet information: September 30, Operating leases Classification 2021 2020 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 66,962 $ 48,937 Current operating lease liabilities Accrued expenses $ 13,040 $ 11,741 Non-current operating lease liabilities Non-current operating lease liabilities $ 55,329 $ 37,986 The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 927 1,138 Short-term lease cost Selling, general and administrative 817 476 Variable lease cost Selling, general and administrative 1,289 3,232 Total lease costs $ 16,804 $ 17,585 For the fiscal years ended September 30, 2021 and 2020, cash payments for operating leases were $14.7 million and $14.5 million and operating lease expense was $14.7 million and $13.9 million, respectively. The following table presents lease terms and discount rates: September 30, 2021 2020 Weighted average remaining lease term 8.0 years 5.2 years Weighted average discount rates 4.49 % 3.46 % At September 30, 2021, future lease payments under operating leases were as follows (dollars in thousands): 2022 $ 15,866 2023 13,106 2024 11,573 2025 9,335 2026 7,542 Thereafter 27,201 Total lease payments 84,623 Less: Effect of discounting to net present value 16,254 Present value of lease liabilities $ 68,369 The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2021 2020 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 30,100 $ 9,146 Sale-Leaseback Assets and Liabilities Sale-leasebacks are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain or loss recognized on disposal for the difference between the two amounts, if any. The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction are as follows: September 30, 2021 2020 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (9,453) (8,091) Carrying value of net assets $ 21,591 $ 22,953 Current portion of financing obligation $ 592 $ 514 Long-term financing obligation 38,394 38,986 Total financing obligation $ 38,986 $ 39,500 U.S. Manufacturing Facility On September 30, 2020, the Company entered into a sale-leaseback transaction with a third party, whereby the Company sold its U.S. Manufacturing Facility for proceeds of $39.5 million. As of September 30, 2020, the land and building had a net carrying value of $23.0 million. The Company leased the facility for a term of 15 years with options to extend the lease for four additional periods of five years each. The annual cash rental payments due under the lease agreement in the first year were $2.3 million and increase each year by 2.25% through the end of the lease term. Under the provisions of ASC 842, Leases , the Company determined that indicators of control transfer were not met, as the Company has an option to renew the lease for substantially all of the remaining economic life of the facility, and as such, the sale of the facility does not qualify for sale-leaseback treatment. The Company further determined that the land would have been classified as a finance lease, and as such also did not transfer control. The Company accounted for the sale of the facility and land as a failed sale in accordance with ASC 842, accounting for the transaction as a financing arrangement. The financing method resulted in the cash proceeds of $39.5 million being offset by a financing obligation liability. The Company allocates the lease payments as amortization of the financing obligation. The assets sold were recorded in Property, equipment and leasehold improvements, net with continued depreciation over their estimated useful life. Europe Manufacturing Facility During the fiscal year ended September 30, 2020, the Company acquired land in Poland for $6.0 million as part of plans to develop a manufacturing facility in Europe. The land acquisition included a commitment to the municipality to spend approximately $30.3 million in the form of capital investment. The Company subsequently sold the land and entered into a lease agreement with the owner of the land (landlord), who committed to build a manufacturing facility on the property for the Company’s use. The construction and development of the facility by the landlord is anticipated to satisfy the commitment to the municipality upon completion by December 31, 2021. The sale of the land qualified as a successful sale and leaseback, as the Company successfully transferred control to the landlord at the time of sale. The Company further determined that the Company does not control the asset under construction, and was therefore not deemed the accounting owner of the asset under construction. The lease term is 15 years and commenced upon completion of the facility, which occurred during the third quarter of the fiscal year ended September 30, 2021. Upon commencement, the Company recorded a right-of-use asset and a lease liability. In addition, the Company has options to extend the lease term for five-year periods as allowed by local laws and regulatory requirements. The annual cash rental payments due under the lease agreement in the first year are $2.4 million and will increase each year by the increase in the Harmonized Index of Consumer Prices or 1.25%, whichever is lower, through the end of the lease term. This lease also requires the Company to pay real estate taxes and maintenance costs on the facility. |
Leases | 6. Leases The Company has various operating lease agreements related to machinery and equipment, vehicles, IT assets, office equipment, real estate and other assets with terms of up to 20 years, inclusive of renewal options the Company is reasonably certain of exercising. The Company does not have any finance leases. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term. The operating lease right-of-use asset also reflects accrued and prepaid lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. Our lease payments are largely fixed. Variable lease payments exist in circumstances such as our payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs. Variable lease payments are expensed as incurred. Some of our leases include options to extend the lease term. If the Company is reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and the lease liability. Some of our leases include an option to early terminate the lease. Our leases with an early termination option generally involve a termination payment and therefore the Company is not reasonably certain to terminate them early. As such, our lease term generally does not reflect early termination of our leases. Our leases do not contain any material residual value guarantees or restrictive restrictions or covenants that restrict us from incurring other financial obligations. At the inception of our contracts the Company determines if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is based on our secured incremental borrowing rate since the rate implicit in the lease is not readily determinable. The Company participated in lease transactions with related parties. See Note 12 for further information. The following table presents supplemental balance sheet information: September 30, Operating leases Classification 2021 2020 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 66,962 $ 48,937 Current operating lease liabilities Accrued expenses $ 13,040 $ 11,741 Non-current operating lease liabilities Non-current operating lease liabilities $ 55,329 $ 37,986 The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 927 1,138 Short-term lease cost Selling, general and administrative 817 476 Variable lease cost Selling, general and administrative 1,289 3,232 Total lease costs $ 16,804 $ 17,585 For the fiscal years ended September 30, 2021 and 2020, cash payments for operating leases were $14.7 million and $14.5 million and operating lease expense was $14.7 million and $13.9 million, respectively. The following table presents lease terms and discount rates: September 30, 2021 2020 Weighted average remaining lease term 8.0 years 5.2 years Weighted average discount rates 4.49 % 3.46 % At September 30, 2021, future lease payments under operating leases were as follows (dollars in thousands): 2022 $ 15,866 2023 13,106 2024 11,573 2025 9,335 2026 7,542 Thereafter 27,201 Total lease payments 84,623 Less: Effect of discounting to net present value 16,254 Present value of lease liabilities $ 68,369 The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2021 2020 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 30,100 $ 9,146 Sale-Leaseback Assets and Liabilities Sale-leasebacks are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold” assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are then derecognized along with the financing liability, with a gain or loss recognized on disposal for the difference between the two amounts, if any. The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction are as follows: September 30, 2021 2020 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (9,453) (8,091) Carrying value of net assets $ 21,591 $ 22,953 Current portion of financing obligation $ 592 $ 514 Long-term financing obligation 38,394 38,986 Total financing obligation $ 38,986 $ 39,500 U.S. Manufacturing Facility On September 30, 2020, the Company entered into a sale-leaseback transaction with a third party, whereby the Company sold its U.S. Manufacturing Facility for proceeds of $39.5 million. As of September 30, 2020, the land and building had a net carrying value of $23.0 million. The Company leased the facility for a term of 15 years with options to extend the lease for four additional periods of five years each. The annual cash rental payments due under the lease agreement in the first year were $2.3 million and increase each year by 2.25% through the end of the lease term. Under the provisions of ASC 842, Leases , the Company determined that indicators of control transfer were not met, as the Company has an option to renew the lease for substantially all of the remaining economic life of the facility, and as such, the sale of the facility does not qualify for sale-leaseback treatment. The Company further determined that the land would have been classified as a finance lease, and as such also did not transfer control. The Company accounted for the sale of the facility and land as a failed sale in accordance with ASC 842, accounting for the transaction as a financing arrangement. The financing method resulted in the cash proceeds of $39.5 million being offset by a financing obligation liability. The Company allocates the lease payments as amortization of the financing obligation. The assets sold were recorded in Property, equipment and leasehold improvements, net with continued depreciation over their estimated useful life. Europe Manufacturing Facility During the fiscal year ended September 30, 2020, the Company acquired land in Poland for $6.0 million as part of plans to develop a manufacturing facility in Europe. The land acquisition included a commitment to the municipality to spend approximately $30.3 million in the form of capital investment. The Company subsequently sold the land and entered into a lease agreement with the owner of the land (landlord), who committed to build a manufacturing facility on the property for the Company’s use. The construction and development of the facility by the landlord is anticipated to satisfy the commitment to the municipality upon completion by December 31, 2021. The sale of the land qualified as a successful sale and leaseback, as the Company successfully transferred control to the landlord at the time of sale. The Company further determined that the Company does not control the asset under construction, and was therefore not deemed the accounting owner of the asset under construction. The lease term is 15 years and commenced upon completion of the facility, which occurred during the third quarter of the fiscal year ended September 30, 2021. Upon commencement, the Company recorded a right-of-use asset and a lease liability. In addition, the Company has options to extend the lease term for five-year periods as allowed by local laws and regulatory requirements. The annual cash rental payments due under the lease agreement in the first year are $2.4 million and will increase each year by the increase in the Harmonized Index of Consumer Prices or 1.25%, whichever is lower, through the end of the lease term. This lease also requires the Company to pay real estate taxes and maintenance costs on the facility. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consists of the following: September 30, 2021 2020 (dollars in thousands) Secured Credit Facility Term Loan, due October 2027 $ 1,020,525 $ — Senior Facility, due December 2022 — 616,250 Total borrowings 1,020,525 616,250 Deferred financing costs (17,692) (4,341) Original issue discount (5,515) — Total debt 997,318 611,909 Less: current portion of long-term debt and other borrowings (12,500) (36,250) Total long-term debt $ 984,818 $ 575,659 Aggregate maturities of long-term debt as of September 30, 2021 are as follows (dollars in thousands): 2022 $ 12,500 2023 12,500 2024 12,500 2025 12,500 2026 12,500 Thereafter 958,025 $ 1,020,525 Secured Credit Facility On October 30, 2020, the Company retired its existing senior credit facility (“Senior Facility”) and entered into a new credit facility (“Secured Credit Facility”) with a syndicate of financial institutions and investors. The Secured Credit Facility includes an initial term loan (“Term Loan”) of $1,250.0 million and a revolving credit facility (“Revolving Loan”) with a maximum commitment of $300.0 million. The proceeds from the Term Loan were used, in part, to pay off the outstanding balance of $616.3 million on the Senior Facility. Under the Secured Credit Facility, the Company’s U.S.-based assets, excluding real estate, are pledged as collateral, including its interests in certain foreign subsidiaries. In connection with the Secured Credit Facility, the Company paid financing costs totaling $26.7 million, of which $25.2 million related to the Term Loan and $1.5 million related to the Revolving Loan, during the fiscal year ended September 30, 2021. The Term Loan costs included an original issue discount of $6.3 million. The financing costs and original issue discount were recorded as deferred financing costs in the consolidated balance sheets and are amortized over the remaining lives of the respective borrowing. Under extinguishment accounting, the Company recorded a $5.4 million Loss from early extinguishment of debt in the consolidated statements of income, representing a write-off of unamortized deferred financing costs. This loss consisted of $4.2 million related to the Senior Facility term loan and $1.2 million related to Senior Facility revolving loan. During the fourth quarter of fiscal year 2021, the Company amended the Secured Credit Facility to allow for the IPO and align the timing of quarterly debt covenant submissions with public company reporting requirements. In connection with these amendments, the Company paid financing costs totaling $1.0 million, which were recorded as deferred financing costs in the consolidated balance sheets and are amortized over the remaining life of the Term Loan. The Term Loan matures on October 30, 2027. Principal payments on the Term Loan commenced on March 31, 2021, and are payable quarterly at scheduled amounts, with the balance due at maturity. At the Company’s option, the Term Loan interest rate is based on either (i) London Interbank Offered Rate (“LIBOR”) for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.75%), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. As of September 30, 2021, the interest rate on the Term Loan was LIBOR plus 3.25%. Interest is payable on the last business day of the month for the relevant interest period selected. The Revolving Loan matures on October 30, 2025, and it provides for borrowings of a maximum commitment of $300.0 million and up to $30.0 million for the issuance of standby and commercial letters of credit. The Revolving Loan also provides for $25.0 million for swingline loans and no sub-limit for multicurrency borrowings that reduce the amount of available borrowings. The proceeds of any borrowings made under the Revolving Loan can be used to finance working capital needs, member distributions, acquisitions, capital expenditures and for other general purposes. As of September 30, 2021, the Revolving Loan had borrowings outstanding of zero and letters of credit issued of $6.4 million leaving $293.6 million of available borrowing capacity. Commitment fees are based on the unused portion of the Revolving Loan at a rate of 0.30%, which can fluctuate based on the average leverage ratio. Borrowings under the Revolving Loan bear interest at a rate equal to, at the Company’s option, either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.00% per annum), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin can fluctuate based on the average leverage ratio, as defined in the Secured Credit Facility. Interest is payable in March, June, September and December during the term of the agreement on the last business day of the calendar quarter. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 8. Derivative Instruments Interest Rate Swap Contracts The Company uses interest rate swap contracts to minimize the effect of fluctuating variable interest rates under the Senior Facility and the Secured Credit Facility on Interest expense within its reported operating results. As cash flow hedges, the interest rate swaps are revalued at current market rates, with the changes in valuation reflected directly in Other comprehensive income (loss). The gains or losses on the interest rate swaps reported in Accumulated other comprehensive income (loss) in equity are reclassified into Interest expense in the periods in which the monthly interest settlement is paid on the interest rate swap. The notional values of the Company’s outstanding interest rate swap contracts were as follows: September 30, 2021 2020 (dollars in thousands) Interest rate swap contracts $ 1,220,000 $ 410,000 On October 30, 2020, the Company completed a series of transactions to amend and extend certain interest rate swap agreements by an additional three years. These interest rate swap transactions consisted of the following: (i) $360.0 million of the interest rate swaps were de-designated as cash flow hedges, (ii) the Company entered into a $360.0 million pay-variable received-fixed interest rate swap which was designed to economically offset the terms of the $360.0 million of swaps in (i) and which are not designated as cash flow hedges, and (iii) the Company entered into a $500.0 million new pay-fixed interest rate swap with an extended maturity. The new pay-fixed interest rate swaps is considered a hybrid instrument with a financing component and an embedded at-market derivative that was designated as a cash flow hedge (see discussion of cash flow presentation below). At the time of the de-designation of the above $360.0 million in interest rate swaps, there was approximately $38.2 million of unrealized losses recorded in Accumulated other comprehensive income (loss). This amount will be amortized to interest expense through the remaining term of the original de-designated swaps unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the loss will be recorded to interest expense at that time. The $360.0 million of interest rate swaps de-designated as cash flows hedges and the $360.0 million of offsetting swaps will be marked to market with changes in fair value recognized, along with the fixed and variable payments on these swaps, in interest expense which are expected to nearly offset each other. The Company presents the derivatives on a gross basis on the balance sheet. The new pay-fixed interest rate swap is a hybrid instrument in accordance with ASC 815, Derivatives and Hedging , consisting of a financing component and an embedded at-market derivative. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value on the balance sheet and designated as a cash flow hedge. This new 500.0 million swap is indexed to one-month LIBOR and is net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.2025% and the variable rate based upon one-month LIBOR (subject to a floor of 0.75%) as applied to the notional amount of the swap. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. Cash settlements related to interest rate contracts will generally be classified as operating activities on the consolidated statements of cash flows. The cash flows related to the portion of the hybrid instrument treated as debt are classified as financing activities in the consolidated statements of cash flows while the portion treated as an at-market derivative is classified as operating activities. See Note 13 for further information. Foreign Currency Forward Contracts The Company enters into foreign currency forward contracts to minimize the effect of fluctuating variable foreign currency denominated cash flows impacting gross profit within its reported operating results. As cash flow hedges, the forward contracts are revalued at current foreign exchange rates with the changes in the valuation reflected directly in Accumulated other comprehensive income (loss). The gains or losses on the forward contracts reported in Accumulated other comprehensive income (loss) in members’ equity are reclassified into Cost of goods sold in the period or periods in which the foreign currency denominated sale of inventory is made to a third party and the contracts are de-designated. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency (gain) loss. The Company also enters into foreign currency forward contracts that economically hedge its risk on foreign currency denominated receivables. The gains or losses from changes in fair value on these contracts are recorded in Foreign currency (gain) loss. The notional values of the Company’s outstanding foreign currency forward contracts were as follows: September 30, 2021 2020 (dollars in thousands) Foreign currency forward contracts $ 28,254 $ 5,730 See Note 13 for further information. Cash Flow Hedges Impact on the Consolidated Statements of Comprehensive Income For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive income (loss) was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Interest rate swap contracts $ 11,429 $ (20,490) $ (30,690) Foreign currency forward contracts (117) (189) 183 Total gain (loss) recognized $ 11,312 $ (20,679) $ (30,507) Cash Flow Hedges Impact on the Consolidated Statements of Income For derivatives designated as cash flow hedges, the gain (loss) reclassified from Accumulated other comprehensive income (loss) into the consolidated statements of income was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Interest rate swap contracts $ 10,456 $ (4,347) $ 1,189 Foreign currency forward contracts 249 (57) 183 Total gain (loss) reclassified $ 10,705 $ (4,404) $ 1,372 For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency (gain) loss in the consolidated statements of income was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Foreign currency forward contracts $ 554 $ 548 $ (4,093) As of September 30, 2021, the Company estimates that it will recognize approximately $10.7 million of losses associated with the above contracts in net income within the next 12 months. Commodity Index Contracts The Company enters into commodity index contracts to minimize the effect of fluctuating variable costs relating to the purchases of aluminum and steel-based components and raw materials. The commodity index contracts are accounted for as financial instruments and the Company did not apply hedge accounting. The Company did not enter into commodity index contracts during the fiscal year ended September 30, 2019. As financial instruments, the commodity index hedges are revalued at current commodity index rates with the changes in the valuation reflected directly in Cost of goods sold. The Company recorded a corresponding (gain) loss on the change in fair market value as follows: September 30, 2021 2020 2019 (dollars in thousands) Commodity index contracts $ (7,494) $ 101 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The components of income before income taxes were as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) U.S. $ (75,423) $ 80,229 $ 36,665 Foreign 78,471 27,067 28,024 Total $ 3,048 $ 107,296 $ 64,689 The income before income taxes above includes the pre- and post-IPO periods during the fiscal year ended September 30, 2021. Prior to the IPO the Company, through its subsidiary, Weber-Stephen Products LLC, was structured as a partnership and therefore, was subject to certain LLC entity-level taxes and foreign taxes but generally not subject to U.S. federal income taxes. As part of the Reorganization Transactions described in Note 1, the Company created a C Corporation, and is now subject to U.S. federal, state and foreign taxes. Significant components of income tax expense (benefit) were as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Current U.S. Federal $ (3,743) $ — $ — State & Local 180 153 119 Foreign 19,521 13,214 13,615 Total current income tax expense 15,958 13,367 13,734 Deferred U.S. Federal (11,032) — — State & Local (1,384) — — Foreign (538) 445 (190) Total deferred income tax (benefit) expense (12,954) 445 (190) Total $ 3,004 $ 13,812 $ 13,544 A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to our income tax (expense) benefit was as follows: Fiscal Years Ended September 30, 2021 2020 2019 At U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (39.6) % 0.1 % 0.2 % Foreign rate differential 24.6 % 2.6 % 3.7 % Pass-through loss (income) 546.2 % (15.7) % (11.9) % Change in valuation allowance (454.5) % (0.8) % 2.3 % Tax settlement — % 2.9 % — % Net uncertain tax positions 55.2 % 1.2 % 6.5 % Non-controlling interests (96.2) % — % — % Nontaxable income (11.9) % — % — % Branch income (loss) (112.4) % — % — % Provision to return (7.1) % 0.4 % (0.2) % June transaction/restructuring 202.0 % — % — % Income tax credits (25.1) % — % — % Nondeductible expenses 5.5 % 0.1 % 0.2 % Tax rate change (11.3) % — % — % Other 2.2 % 1.1 % (0.9) % Total 98.6 % 12.9 % 20.9 % The effective tax rate for the fiscal years ended September 30, 2021, 2020 and 2019, was 98.6%, 12.9% and 20.9%, respectively. Differences between the U.S. federal statutory rate and the effective rate for fiscal year 2020 and fiscal year 2019 primarily relate to the organizational structure discussed above whereby the U.S. income flowed through to partners. The most significant items impacting the effective tax rate during fiscal year 2021 are due to the Reorganization Transactions and the items below. Pass-through loss (income) Prior to the Reorganization Transactions, Weber-Stephen Products LLC was the reporting entity, which is treated as a flow-through entity for federal income tax purposes. The income or losses generated were not taxed at the LLC level. As required by U.S. tax law, income or loss generated by the LLC flows through to various partners of the LLC. The tax impact of the pre-tax book loss attributable to Weber-Stephen Products LLC prior to the execution of the IPO was $16.6 million of net tax expense for the fiscal year ended September 30, 2021. Change in valuation allowance The Company recorded a net tax benefit of $13.8 million for the release of valuation allowances in the current fiscal year. The net tax benefit relates to the release of a valuation allowance of $14.9 million for the utilization of June deferred tax assets established for net operating loss and credit carryforward balances that were previously fully reserved. This was partially offset by net changes in the valuation allowance reserves in certain foreign subsidiaries of $1.1 million. Noncontrolling interests As part of the Reorganization Transactions, Weber-Stephen Products LLC and its subsidiaries became wholly owned subsidiaries of Weber HoldCo LLC. Weber Inc. acquired a portion of the units of Weber HoldCo LLC, which is treated as a partnership for U.S. federal tax purposes and in most applicable jurisdictions for state and local income tax purposes. Any taxable income or loss generated by Weber HoldCo LLC after Weber Inc.'s acquisition of its portion of Weber HoldCo LLC is passed through and included in the taxable income or loss of its members, including Weber Inc., in accordance with the terms of the Weber HoldCo LLC operating agreement. Weber Inc. is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Weber HoldCo LLC. As Weber HoldCo LLC and its subsidiaries are consolidated in the financial statements, the Company removes U.S. pre-tax book (income) loss not attributable to Weber Inc. which resulted in a tax benefit of $2.9 million for the fiscal year ended September 30, 2021. Branch income (loss) The Company has foreign operations that are treated as branches for U.S. tax purposes. As a result of the Reorganization Transactions, the branch income (loss) adjustments account for Weber Inc.'s controlling interest portion of the foreign branch pre-tax book income (loss), which is taxable in the U.S. The Company recorded a net tax benefit of $3.4 million in the current fiscal year to reflect the U.S. tax benefit, based on the allocation of pre-tax foreign branch losses in the post-IPO period. June transaction/restructuring During the fiscal year ended September 30, 2021, the Company implemented a planning action in the fourth quarter, which allowed the Company to benefit from June's net operating losses and credit carryforwards that were not previously deemed to be realizable. This benefit was partially offset when the Company implemented the remaining elements of this planning action by converting June from a C Corporation to a limited liability company, treated as partnership, and recognizing income tax expense of $6.2 million as a result of the conversion. The Company’s deferred tax assets (liabilities) consisted of the following: September 30, 2021 2020 (dollars in thousands) Deferred tax assets Net operating loss $ 20,991 $ 9,741 Operating lease liability 8,984 4,971 Foreign tax credit 5,617 — Investment in partnerships 50,546 — Other 6,845 1,152 Total deferred tax assets 92,983 15,864 Valuation allowance (69,245) (9,749) Total deferred tax assets net of valuation allowance 23,738 6,115 Deferred tax liabilities Right-of-use asset (8,984) (4,971) Other (2,132) (664) Total deferred tax liabilities (11,116) (5,635) Net deferred tax assets $ 12,622 $ 480 Deferred tax assets are recorded within Other long-term assets and deferred tax liabilities are recorded within Other long-term liabilities. The net deferred tax assets primarily relating to investment in partnerships includes $20.9 million, net of a valuation allowance of $47.2 million, and was recorded as an increase to Additional paid-in capital as a result of the Reorganization Transactions. The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. Valuation allowances have been established primarily with regard to the tax benefits of certain net operating losses, tax credits, as well as a portion of its investment in partnerships for the amount of the expected reversal that would result in a non-realizable capital loss. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, management recorded a $69.2 million valuation allowance for certain deferred tax assets which are not more likely than not to be realized as of September 30, 2021. The following table summarizes valuation allowance activity (dollars in thousands): Balance at September 30, 2019 $ (10,645) Recorded to Income tax expense 896 Balance at September 30, 2020 (9,749) Recorded to Income tax expense 15,635 Recorded to Goodwill (1) (27,886) Recorded to Additional paid-in capital (2) (47,245) Balance at September 30, 2021 $ (69,245) _____________ (1) The amount recorded to Goodwill represents valuation allowances recorded on net operating losses and other credit carryforwards as part of the June acquisition. (2) The amount recorded to Additional paid-in capital represents valuation allowances recorded on the investment in partnerships and other foreign tax credit carryforwards as part of the Reorganization Transactions. At September 30, 2021, we had U.S. state operating loss carryforwards totaling $80.9 million, U.S federal operating loss carryforwards totaling $24.6 million and tax credit carryforwards totaling $7.4 million. The U.S. federal and state operating loss carryforwards begin to expire in 2029 with $26.9 million of the operating loss carryforwards having no expiration date. At September 30, 2021, with respect to our operations outside the U.S., we had foreign operating loss carryforwards totaling $43.2 million. The foreign operating loss carryforwards begin to expire in 2022 with $13.2 million having no expiration date. At September 30, 2021, the Company is not indefinitely reinvested on undistributed earnings from its foreign operations. Due to the Company's structure, the foreign operations do not qualify for the indefinite reinvestment exceptions under ASC 740-30 as the earnings from the foreign operations are subject to U.S. taxation. However, the exception may still apply to other taxes due to dividend distributions of earnings from the Company's foreign affiliates (e.g., foreign withholding taxes). The Company has no plans to make distributions from its controlled foreign corporation or branch operations in the future and, therefore, a deferred tax liability has not been recognized. A determination of the unrecognized deferred taxes is not practicable. Uncertain Tax Positions ASC 740 prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements. The Company’s unrecognized tax benefits are as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Balance at beginning of the year $ 6,332 $ 5,053 $ 875 Increase associated with tax positions taken during the current year 1,823 1,279 4,178 Increase associated with translation of foreign currency 269 — — Balance at end of the year $ 8,424 $ 6,332 $ 5,053 Included in the balance of unrecognized tax benefits as of September 30, 2021 and 2020, are $4.3 million and $2.5 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Our policy is to include interest and penalties related to gross unrecognized tax benefits in income tax expense. As of September 30, 2021, we accrued $0.5 million of interest and penalties. There was no interest expense or penalties accrued for the fiscal years ended September 30, 2020 and 2019. We are currently subject to routine income tax examinations for U.S. federal, state and foreign jurisdictions for tax years 2013 and forward. Currently, we are under audit in the following major jurisdictions presented below: Tax Years Austria 2018-2020 France 2019-2020 Germany 2019 Switzerland 2018-2020 Tax Receivable Agreement The Company expects to obtain an increase in its share of the tax basis in the net assets of Weber HoldCo LLC when Weber HoldCo LLC units are redeemed from or exchanged by the Pre-IPO LLC Members. The Company intends to treat any redemptions and exchanges of Weber HoldCo LLC units as direct purchases of Weber HoldCo LLC units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to U.S. federal and state tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into the Tax Receivable Agreement with the Pre-IPO LLC Members. The Tax Receivable Agreement provides for the payment by Weber Inc. of 85% of the amount of any cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize, as a result of: (i) increases in Weber Inc.’s allocable share of existing tax basis in Weber HoldCo LLC’s intangible assets resulting from (a) the acquisition of Weber HoldCo LLC units in connection with the IPO, (b) the purchases of Weber HoldCo LLC units from the Pre-IPO LLC Members in connection with future offerings, or (c) future redemptions or exchanges of Weber HoldCo LLC units by the Pre-IPO LLC Members for cash or shares of Weber Inc. Class A common stock; (ii) Weber Inc.’s tax basis adjustments in Weber HoldCo LLC’s assets resulting from (a) the purchases of Weber HoldCo LLC units from the Pre-IPO LLC Members in connection with the IPO or future offerings, (b) future redemptions or exchanges of Weber HoldCo LLC units by the Pre-IPO LLC Members for cash or shares of Weber Inc. Class A common stock, or (c) certain payments under the Tax Receivable Agreement; and (iii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement. Weber Inc. expects to benefit from the remaining 15% of cash savings, if any, that it realizes. During the fiscal year ended September 30, 2021, the Company acquired an aggregate of 2,349,314 Weber HoldCo LLC units valued at $31.2 million in connection with the exchange of those Weber HoldCo LLC units by the Pre-IPO LLC Members, which resulted in an increase in the tax basis of the assets of Weber HoldCo LLC and would be subject to the provisions of the Tax Receivable Agreement. As of September 30, 2021, the Company recognized a liability of $9.2 million as an estimate of Tax Receivable Agreement payments that would be paid based on its estimates of future taxable income. No payments were made to the Pre-IPO LLC Members pursuant to the Tax Receivable Agreement during the fiscal year ended September 30, 2021. The initial Tax Receivable Agreement liability of $9.2 million and related deferred tax asset of $2.2 million were recorded as adjustments to Additional paid-in capital. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing of the taxable income of Weber Inc. in the future. Any changes to amounts recorded pursuant to the Tax Receivable Agreement will be recognized in earnings in future periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Warranty The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands): Balance at September 30, 2019 $ 19,515 Accrual for warranties issued 8,128 Warranty settlements made (5,734) Balance at September 30, 2020 21,909 Accrual for warranties issued 13,424 Acquired June warranty reserve 759 Warranty settlements made (7,792) Balance at September 30, 2021 $ 28,300 The balance of warranty reserves recorded in Other long-term liabilities was $23.1 million and $18.0 million as of September 30, 2021 and 2020, respectively. The remaining current balances of $5.2 million and $3.9 million as of September 30, 2021 and 2020, respectively, were recorded in Accrued expenses. Contingent Consideration As part of the 2016 acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices, LLC (“iDevices”), the Company has future cash payments due to iDevices in conjunction with an earn-out and development agreement. Under this agreement, the Company must pay iDevices a minimum of $8.0 million, and then additional royalty payments at fixed rates on iGrill and Kitchen Thermometer products sold for a total of 10 years or up to $15.0 million, whichever comes first. Under the terms of the earn-out and development agreement, the Company paid $0.3 million, $1.6 million and $2.2 million during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The fair value of the contingent consideration liability was $0.5 million, $0.7 million and $1.6 million at September 30, 2021, 2020 and 2019, respectively. The fair value of these estimated future cash payments was based on valuation methods and management’s best estimates as of the date of acquisition and was recorded as a contingent consideration liability in Other long-term liabilities in the consolidated balance sheets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Sep. 30, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 11. Employee Benefit Plans The Company has a defined contribution plan covering substantially all U.S.-based employees who have completed two months of employment. The Company provides a matching contribution based on a defined percentage of the participant’s contribution and union status. The Company’s contribution for the fiscal years ended September 30, 2021, 2020 and 2019 was $2.2 million, $1.6 million and $1.2 million, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. Related Parties Periodically, the Company engages in transactions with related parties, which include entities that are owned in whole or in part by certain owners or employees of the Company. The Company has historically leased certain manufacturing and office facilities in the U.S. from related parties. During the fourth quarter of fiscal year 2021, the related party sold the leased properties to a third party. Accordingly, the Company will no longer recognize these leases as related party transactions. Rental expense amounted to $0.9 million, $1.0 million and $1.0 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The Company had related party operating right-of-use assets of zero and $4.1 million at September 30, 2021 and 2020, respectively. Additionally, the Company had related party non-current operating lease liabilities of zero and $4.1 million at September 30, 2021 and 2020, respectively. The Company had no related party current operating lease liabilities at September 30, 2021 and 2020. During fiscal year 2021, the Company leased office facilities in Australia from related parties. Rental expense amounted to $0.3 million, zero and zero for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The Company had related party operating right-of-use asset s of $1.6 million and zero at September 30, 2021 and 2020, respectively. Additionally, the Company had related party current operating lease liabilities of $0.4 million and zero and non-current operating lease liabilities of $1.2 million and zero at September 30, 2021 and 2020, respectively. The Company has a royalty agreement with a related party for the use of the Company’s trademark. Royalty revenue from this agreement was $0.2 million, $0.4 million and $0.7 million, respectively, for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Fiscal year 2021 royalty revenues reflect the impact of a retroactive discount totaling $0.1 million, which was granted to the related party as a COVID-19 concession. The Company had a royalty receivable of $0.1 million and $0.2 million from this related party at September 30, 2021 and 2020, respectively. As described in Note 2, the Company entered into a series of transactions with June during the fiscal year ended September 30, 2019. As of September 30, 2021 and 2020, the Company recorded prepaid royalties of zero and $10.0 million, respectively. For the fiscal years ended September 30, 2021, 2020 and 2019, the Company recorded royalty expense of $0.3 million, $1.3 million and zero, respectively. As a result of the acquisition described in Note 2, June has become a wholly-owned subsidiary of the Company and is consolidated in its financial statements. As such, the Company no longer records related party transactions with June. In connection with the Reorganization Transactions described in Note 1, the Company recorded the Tax Receivable Agreement liability of $9.2 million during the fourth quarter of fiscal year 2021. The Tax Receivable Agreement is considered a related party transaction. See Note 9 for details of the Tax Receivable Agreement. The Company has notes receivable due from members, including interest, of $11.3 million and $9.3 million at September 30, 2021 and 2020, respectively. Related party interest income associated with the full recourse member notes was nil , $0.1 million and $0.1 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. See Note 18 for further information. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 13. Fair Value of Financial Instruments With respect to financial assets and liabilities, fair value is defined as the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1—Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments. • Level 3—Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The Company had interest rate swap contracts held with financial institutions as of September 30, 2021 and 2020 classified as Level 2 financial instruments, which are valued using observable underlying interest rates and market-determined risk premiums at the reporting date. The Company had foreign currency forward contracts held with financial institutions as of September 30, 2021 and 2020, classified as Level 2 financial instruments, which are valued using observable forward foreign exchange rates at the reporting date. The Company had commodity index contracts held with financial institutions as of September 30, 2021 and 2020, classified as Level 2 financial instruments, which are valued using observable commodity index rates at the reporting date. The Company had a contingent consideration liability as of September 30, 2021 and 2020 classified as a Level 3 instrument, in conjunction with its fiscal year ended September 30, 2016 acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices. The fair value of these estimated future cash payments was determined based on valuation methods and estimates of future cash flows. See Note 10 for further details. The fair value of financial assets and liabilities measured on a recurring basis was as follows: September 30, Level 1 Level 2 Level 3 (dollars in thousands) Prepaid expenses and other current assets: Foreign currency forward contracts $ 134 $ — $ 134 $ — Commodity index contracts 3,378 — 3,378 — Interest rate swap contracts 8,762 — 8,762 — Total $ 12,274 $ — $ 12,274 $ — Other long-term assets: Interest rate swap contracts $ 27,267 $ — $ 27,267 $ — Total $ 27,267 $ — $ 27,267 $ — Accrued expenses: Interest rate swap contracts $ 14,688 $ — $ 14,688 $ — Total $ 14,688 $ — $ 14,688 $ — Other long-term liabilities: Interest rate swap contracts $ 40,392 $ — $ 40,392 $ — Contingent consideration 503 — — 503 Total $ 40,895 $ — $ 40,392 $ 503 September 30, Level 1 Level 2 Level 3 (dollars in thousands) Accrued expenses: Foreign currency forward contracts $ 223 $ — $ 223 $ — Commodity index contracts 73 — 73 — Interest rate swap contracts 9,324 — 9,324 — Total $ 9,620 $ — $ 9,620 $ — Other long-term liabilities: Interest rate swap contracts $ 27,296 $ — $ 27,296 $ — Commodity index contracts 28 — 28 — Contingent consideration 700 — — 700 Total $ 28,024 $ — $ 27,324 $ 700 The table below sets forth a summary of changes in fair value of the contingent consideration using Level 3 assumptions (dollars in thousands): Balance at September 30, 2019 $ 1,610 Royalty payments (1,640) Fair value adjustments 730 Balance at September 30, 2020 700 Royalty payments (339) Fair value adjustments 142 Balance at September 30, 2021 $ 503 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. Stock-Based Compensation In August 2021, the Company's Board of Directors adopted the Weber Inc. Omnibus Incentive Plan (the "2021 Plan"). The Company's Board of Directors or the Compensation Committee of the Board of Directors, acting as plan administrator, administers the 2021 Plan and the awards granted under it. The Company reserved a total of 22,694,608 shares of Class A common stock for issuance pursuant to the 2021 Plan. As of September 30, 2021, the Company had two types of share-based compensation awards outstanding under the 2021 Plan: profits interest awards and RSUs, which includes legacy LTIP awards, director RSUs and the one-time listing day RSUs. Profits Interest Awards The Company has granted profits interest units with vesting periods ranging from one one one The profits interest units were granted in three separate tranches, each of which is subject to a different distribution threshold which represented an implied equity value that must be exceeded in order for the awards to have value. The distribution thresholds served as a cashless exercise price, with holders receiving their share of the value of the Company’s implied equity value in excess of the distribution threshold. These distribution thresholds exceeded the implied equity value of the Company at the time of grant, in order to incentivize higher levels of performance. Once vested, the profits interests represent profits interest ownership in the Company tied solely to the accretion, if any, in the value of the Company in excess of the distribution threshold. Prior to the modification described in further detail below, the profits interest units could not be converted into common units and were settled in cash upon a liquidation event or a holder’s departure from the Company. As such, they were liability classified and the liability was measured at fair value each reporting period. As described above, the cash settlement was equal to the profits interest owner’s share of the value of the Company in excess of the distribution thresholds. The profits interest units do not carry any voting rights both historically and post modification. During the fiscal year ended September 30, 2021, the Company amended the profits interest plan to include an antidilution provision which resulted in a decrease to the distribution thresholds under each tranche. As the profits interest were liability classified at the time of modification, they were remeasured to fair value using the updated distribution thresholds post modification. Prior to the amendment, one third of the profits interest units had a distribution threshold of $2.0 million, one third of the profits interest units had a distribution threshold of $2.5 million, and one third of the profits interest units had a distribution threshold of $3.0 million. Subsequent to the April 2021 grants and plan amendment, the profits interest units and their corresponding distribution thresholds were as follows: Distribution Threshold Service-Based Units Hybrid Units $1,550,000 – 1,700,000 8,213 — $2,000,000 – 2,200,000 8,213 — $2,450,000 – 2,650,000 14,245 2,350 $2,800,000 – 2,900,000 1,175 1,175 Total 31,846 3,525 The following tables summarize the Company’s profits interest units activity for the awards historically classified as liability awards prior to the modification described below: Service-Based Units Hybrid Units Balance as of September 30, 2020 24,639 — Units granted 7,207 3,525 Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (31,846) (3,525) Balance at September 30, 2021 — — The following tables summarize the Company’s vested profits interest units activity for the awards historically classified as liability awards prior to the modification described below: Service-Based Units Hybrid Units Balance as of September 30, 2020 — — Units vested 6,983 — Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (6,983) — Balance at September 30, 2021 — — On August 5, 2021, the Company modified its profits interest plans to be settled in Weber HoldCo LLC units ("LLC Units"), which can be redeemed for newly issued shares of Class A common stock. Given the awards are no longer settled in cash and are settled in LLC units as of the IPO date, the modification resulted in a change in classification of the profits interest units from liability to equity. As the profits interest units are now settled in LLC units, the number of units was adjusted to reflect the exchange of equity interest in Weber-Stephen Products LLC for LLC units in Weber HoldCo LLC that took place as part of the Reorganization Transactions. As 504.32 LLC units were exchanged for each common unit in Weber-Stephen Product LLC, both the number of profits interest units and the associated distribution thresholds were adjusted to reflect the conversion. The distribution thresholds are now on a per LLC unit basis with the holder receiving, upon exercise, a value in LLC units equal to the difference between the current fair value per LLC unit less the distribution threshold. The modification did not result in a change to the aggregate fair value of the units as neither the vesting terms nor the ending settlement amount changed. The total fair value of the profits interest units as of the modification date was $158.9 million. As a result of the modification, the Company reclassified $102.7 million from Other long-term liabilities to Additional paid-in capital and Noncontrolling interests. The remaining $56.2 million fair value will be recognized as compensation expense over the remaining service period of the profits interest units. Going forward, assuming no further modifications, no additional remeasurements will be required as the profits interest units are now classified as equity awards. The following table summarizes the Company’s profits interest units distribution thresholds, which serve as a cashless exercise price, post modification: Distribution Threshold (per unit) Service-Based Units Hybrid Units $5.50 – $7.00 4,142,102 — $7.01 – $8.50 4,142,102 — $8.51 – $9.50 5,481,420 1,185,180 $9.51 – $10.75 2,295,274 592,590 Total 16,060,898 1,777,770 The following tables summarize the Company’s activity for the service-based equity classified awards: Service-Based Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 16,060,898 $ 8.09 $ 9.02 Granted — $ — $ — Vested (4,347,883) $ 7.76 $ 9.15 Forfeited — $ — $ — Nonvested, September 30, 2021 11,713,015 $ 8.21 $ 8.97 The following tables summarize the Company’s vesting activity for the service-based equity classified awards: Service-Based Units Weighted Average Exercise Price Weighted Average Fair Value Vested, September 30, 2020 — $ — $ — Vested units converted from liability awards 3,521,564 $ 7.62 $ 9.27 Units vested post conversion 826,319 $ 8.33 $ 8.64 Units exercised — $ — $ — Units forfeited or cancelled — $ — $ — Vested, September 30, 2021 4,347,883 $ 7.76 $ 9.15 The following tables summarize the Company’s activity for the Hybrid equity classified awards: Hybrid Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 1,777,770 $ 9.62 $ 7.88 Granted — $ — $ — Vested — $ — $ — Forfeited — $ — $ — Nonvested, September 30, 2021 1,777,770 $ 9.62 $ 7.88 There were no Hybrid units vested during the fiscal year ended September 30, 2021. There were no vested profits interest in periods prior to September 30, 2021 and the outstanding awards had zero intrinsic value as the value of the Company did not exceed the distribution thresholds in prior periods. The aggregate intrinsic value of all service-based units outstanding was $152.7 million as of September 30, 2021. The aggregate intrinsic value of all vested service-based units was $42.8 million as of September 30, 2021. The aggregate intrinsic value of all Hybrid units outstanding was $14.2 million as of September 30, 2021. The fair value and corresponding unit-based compensation for units granted under the profits interest plan was determined using the Black-Scholes option pricing model. See Note 1 for discussion of the change in accounting principle regarding the valuation of the profits interest units. The profits interest units do not require the payment of a cash exercise price, but since the distribution thresholds act as a cashless exercise price, they are economically similar to stock options, and therefore are treated as an instrument with an option like feature. The weighted-average assumptions used to estimate the fair value of the profits interest units on the modification date of August 5, 2021, were as follows: Service-Based Units Hybrid Units Expected term (in years) 1.16 1.49 Risk-free interest rate 0.06-0.38% 0.06-0.21% Expected volatility 35.0 % 38.7 % Expected dividend yield — % — % The total fair value of units vested during the year ended September 30, 2021 was $39.8 million. As of September 30, 2021 there was $39.5 million and $9.2 million of total unrecognized compensation cost related to non-vested profits interest units for service-based vesting units and Hybrid units, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.79 years for service-based units and 0.83 years for Hybrid units. Restricted Stock Units Legacy LTIP Awards The Legacy LTIP authorized the grant of awards to certain key officers or employees of the Company and its subsidiaries. These awards each represented a contractual right to payment of compensation in the future based on the achievement of certain performance metrics as defined in the Legacy LTIP. The Company issued LTIP awards from fiscal year 2011 to fiscal year 2021. Prior to the IPO, the awards were not considered units of the Company’s common stock, nor did a recipient of the awards receive any ownership interest in the Company, member voting rights, or other incidents of ownership. As these awards were cash-settled prior to the IPO, the Company classified these as liability awards until the date of the modification as further described below. At the start of the fiscal years ended September 30, 2021 and 2020, the Company granted new awards under the Legacy LTIP covering three-year performance periods. For the fiscal 2021 awards, the performance period covered fiscal 2021 through fiscal 2023, with the awards being fully vested by September 30, 2023 if the performance goals were achieved. For the fiscal 2020 awards, the performance period covered fiscal 2020 through fiscal 2022, with the awards being fully vested by September 30, 2022 if the performance goals were achieved. The payment of these awards would occur under either an installment method, where the participant receives the value of their awards in four equal, annual installments beginning with the second anniversary of the last day of the performance period, or in a lump sum on the tenth anniversary of the last day of the performance period, unless an acceptable event occurs under the terms of the Legacy LTIP which allows for earlier payment. Under the Legacy LTIP, the Company had previously issued awards covering a performance period of fiscal 2019 through fiscal 2021, a performance period of fiscal 2018 through fiscal 2020, a performance period of fiscal 2017 through fiscal 2019, and a performance period of fiscal 2016 through fiscal 2018. These awards were fully vested as of September 30, 2021. The payment of the value of these awards can occur under either an installment method, as described above, or on the tenth anniversary of the last day of the performance period. The payment method is at the election of the award recipient. The Company had also previously issued awards covering a performance period of fiscal 2014 through fiscal 2015 and a performance period of fiscal 2011 through fiscal 2013. These awards were fully vested as of September 30, 2021. The payment of the value of these respective awards occurs on the seventh anniversary of the last day of the performance period unless an acceptable event occurs under the terms of the Legacy LTIP that allows for earlier payments. A total of $3.0 million, $1.1 million and $0.5 million was paid out under the Legacy LTIP during the fiscal years ended September 30, 2021, 2020 and 2019, respectively . Under the Legacy LTIP, participants holding vested awards were entitled to receive cash payments on a pro rata basis in relation to any payments made to the holders of the Weber-Stephen Products LLC common units paid in a general distribution. During the fiscal year ended September 30, 2021, participants received cash payments of $0.3 million in conjunction with general distributions. During the fiscal years ended September 30, 2020 and 2019 participants received no cash payments as a result of a general distribution. The Company had actual forfeitures of Legacy LTIP units in the amount of $0.2 million, $0.1 million and zero for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. On September 30, 2021, the Company modified the Legacy LTIP such that both fully vested and unvested awards were converted to RSUs. The number of RSUs exchanged for fully vested awards was calculated using a predetermined conversion factor. The number of RSUs exchanged for unvested awards was calculated utilizing an updated value of the awards on the date of modification and management's best estimate of whether the performance goals associated with the awards would have been achieved in the future. Upon vesting and settlement of the award, the Company will issue Class A common stock to the award holder. The post vesting settlement of the awards in Class A common stock will follow the same payment method elected for the original awards outlined above. As the awards are now settled in equity instead of cash, the Legacy LTIP awards were converted from liability to equity classified awards. Upon conversion into RSUs, the fair value of the awards was calculated utilizing the closing day stock price on September 30, 2021 of $17.59 per share. On the modification date, the Company recognized incremental compensation expense of $9.3 million related to the increase in fair value of fully vested awards associated with the modification. The Company recorded the $9.3 million incremental fair value to Additional paid-in capital and Noncontrolling interests along with a reversal of $0.2 million and $10.0 million from Accrued expenses and Other long-term liabilities, respectively, to reflect the reclassification of the awards from liability to equity. This resulted in a total increase of $19.5 million to Additional paid-in capital and Noncontrolling interests. An additional $0.8 million increase in fair value was associated with vested awards held by former employees of the Company. As the awards are held by former employees, they are treated as a distribution to equity holders, and recognized as an increase to Additional paid-in capital and a decrease to Retained earnings, and reflected as Distribution to equity holders in the consolidated statements of equity (deficit). The modification also resulted in an incremental fair value increase for unvested awards of $20.7 million, which will be recognized along with any unrecognized compensation costs associated with the original awards over the remaining service period associated with those awards. Director RSUs On August 5, 2021, the Company granted each of its non-employee directors RSUs in connection with the IPO. A total of 62,503 RSUs were granted. The fair value of the awards was calculated utilizing the closing day stock price on August 5, 2021 of $16.50 per share. The RSUs vest on the date of the next annual meeting of the stockholders. Upon vesting of the award, the Company will issue Class A common stock to the award holder. One-Time Listing Day RSUs On September 30, 2021, the Company approved a one-time RSU grant to all non-union employees in connection with the listing day. Each eligible employee was granted 35 RSUs for a total of 57,050 RSUs. The fair value of the awards was calculated utilizing the closing day stock price on September 30, 2021 of $17.59 per share. The awards vest on August 9, 2022. Upon vesting of the award, the Company will issue Class A common stock to the award holder. The following tables summarize the Company’s RSUs and activity during the fiscal year ended September 30, 2021: Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Nonvested, September 30, 2020 — $ — Granted 119,553 $ 17.02 Converted 2,743,532 $ 17.59 Vested (776,544) $ 17.59 Forfeited — $ — Nonvested, September 30, 2021 2,086,541 $ 17.56 Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Vested, September 30, 2020 — $ — Vested units converted 776,544 $ 17.59 Units vested post conversion — $ — Units settled — $ — Units forfeited or cancelled — $ — Vested, September 30, 2021 776,544 $ 17.59 The total fair value of RSUs vested during the fiscal year ended September 30, 2021 was $13.7 million. As of September 30, 2021, there was $29.7 million of total unrecognized compensation cost related to RSUs. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.81 years. Employee Stock Purchase Plan In August 2021, the Board of Directors approved the Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase a limited number of shares of Class A common stock during pre-specified offering periods at a discount established by the Compensation Committee. The purchase price for the option will be equal to the lesser of (i) 85% of the fair market value of a share on the first trading day of the offering period and (ii) 85% of the fair market value of a share on the applicable purchase date. For the ESPP, a total of 9,077,843 shares of Class A common stock were reserved for issuance and no shares have been issued during the fiscal year ended September 30, 2021. Purchases under the ESPP will commence in fiscal 2022. Summary of Stock-Based Compensation Expense The table below summarizes stock-based compensation expense recognized by award type: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Profits interest awards: Service-based profits interest awards prior to modification $ 99,382 $ — $ — Hybrid profits interest awards prior to modification 3,311 — — Service-based profits interest awards post modification 6,037 — — Hybrid profits interest awards post modification 1,472 — — Total profits interest awards $ 110,202 $ — $ — RSUs: LTIP awards prior to modification $ 6,442 $ 4,372 $ (1,604) LTIP awards associated with modification 9,340 — — Director RSUs and Listing day grants 251 — — Total RSUs $ 16,033 $ 4,372 $ (1,604) Total stock-based compensation expense (1) $ 126,235 $ 4,372 $ (1,604) _____________ (1) In addition to the stock-based compensation expense recognized for the awards listed above, $4.9 million, $0.1 million, and $0.2 million of expense was recognized in relation to partial recourse notes during the fiscal years ended September 30, 2021, 2020 and 2019 , respectively. See Note 18 for further information. |
Segments
Segments | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments | 15. Segments The Company has three operating segments, Americas, which consists of Canada, Chile, Mexico and the United States; the European, Middle East and African regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. The Company’s reportable segments consist of Americas, EMEA and APAC. Corporate/Other is not an operating segment and includes unallocated corporate and certain supply chain expenses and assets (consisting primarily of cash, land, buildings and equipment, certain intangible assets (trademark) and deferred tax assets), inter-segment eliminations and other adjustments to segment results necessary for the presentation of consolidated financial results in accordance with GAAP. Internal revenue transactions between the Company’s segments are immaterial. Each operating segment derives its revenues from the provision of gas, charcoal, electric and pellet grills and related accessories to customers. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue and profitability, for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM receives discrete financial information by segment. The CODM reviews adjusted income from operations as the key segment measure of performance. Adjusted income from operations is defined as income from operations adjusted for unallocated net expenses, non-cash stock compensation / LTIP and profits interest expense, impairment costs, and gain on disposal of assets held for sale. Adjusted income from operations excludes interest income, interest expense, loss from early extinguishment of debt, income taxes, and loss (gain) from investments in unconsolidated affiliates. The information below summarizes key financial performance measures by reportable segment: Fiscal Year Ended September 30, 2021 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 1,102,294 $ 726,124 $ 153,988 $ — $ 1,982,406 Adjusted income from operations (1) $ 203,689 $ 221,135 $ 35,424 $ (259,882) $ 200,366 Depreciation and amortization $ 6,646 $ 1,633 $ 3,581 $ 32,442 $ 44,302 Segment assets (2) $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 Capital expenditures $ 388 $ 548 $ 1,849 $ 60,749 $ 63,534 Fiscal Year Ended September 30, 2020 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 880,618 $ 541,567 $ 103,075 $ — $ 1,525,260 Adjusted income from operations (1) $ 178,079 $ 136,547 $ 23,369 $ (187,098) $ 150,897 Depreciation and amortization $ 690 $ 1,993 $ 1,225 $ 38,439 $ 42,347 Segment assets (2) $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 Capital expenditures $ 39 $ 6,961 $ 1,742 $ 20,672 $ 29,414 Fiscal Year Ended September 30, 2019 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 715,153 $ 483,914 $ 97,143 $ — $ 1,296,210 Adjusted income from operations (1) $ 133,663 $ 109,903 $ 20,386 $ (144,124) $ 119,828 Depreciation and amortization $ 2,021 $ 3,257 $ 1,098 $ 39,941 $ 46,317 Segment assets (2) $ 75,356 $ 71,542 $ 38,482 $ — $ 185,380 Capital expenditures $ 227 $ 1,002 $ 1,234 $ 23,044 $ 25,507 _____________ (1) Adjusted income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses, inter-segment eliminations and other adjustments, including business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs. (2) Inventory is the only segment asset reviewed by the CODM. See the reconciliations to consolidated total assets below. Reconciliations The information below provides a reconciliation of adjusted income from operations to income before taxes: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Segment adjusted income from operations Americas $ 203,689 $ 178,079 $ 133,663 EMEA 221,135 136,547 109,903 APAC 35,424 23,369 20,386 Segment adjusted income from operations for reportable segments $ 460,248 $ 337,995 $ 263,952 Unallocated net expenses (259,882) (187,098) (144,124) Adjustments to income before taxes Non-cash stock compensation / LTIP and profits interest expense (131,176) (4,514) 1,446 Gain on disposal of assets held for sale 5,185 — (12,568) Interest income 1,091 1,270 1,153 Interest expense (66,970) (40,357) (45,170) Loss from early extinguishment of debt (5,448) — — Income before taxes $ 3,048 $ 107,296 $ 64,689 The information below provides a reconciliation of segment assets to total consolidated assets: September 30, 2021 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 All other (2) 1,218,371 Total assets $ 1,550,992 September 30, 2020 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 All other (2) 906,108 Total assets $ 1,139,435 _____________ (1) Inventory is the only segment asset reviewed by the CODM. (2) “All other” consists of assets that are not reviewed by the CODM at a segment level: cash and cash equivalents; accounts receivable; prepaid expenses and other current assets; property, equipment and leasehold improvements, net; operating lease right-of-use assets; other long-term assets; trademarks, net; other intangible assets, net; and goodwill. Entity-Wide Information The information below summarizes net sales by geographic area: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) United States $ 958,933 $ 803,368 $ 647,703 Germany 228,669 194,535 173,872 All Other 794,804 527,357 474,635 Total $ 1,982,406 $ 1,525,260 $ 1,296,210 Net sales are attributed based on the location where the sale originates. The information below summarizes right-of-use assets and property, equipment and leasehold improvements, net by geographic area: September 30, 2021 2020 (dollars in thousands) United States $ 157,187 $ 123,901 All Other 72,604 33,288 Total $ 229,791 $ 157,189 Major Customers During fiscal year 2021, two customers in the Americas segment accounted for 14% and 10% of Net Sales and for 20% and 13% of accounts receivable. During fiscal year 2020, two customers in the Americas segment accounted for 16% and 11% of Net Sales and for 19% and 8% of accounts receivable. During fiscal year 2019, two customers in the Americas segment accounted for 14% and 13% of Net Sales and for 11% and 4% of accounts receivable. |
Equity
Equity | 12 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | 16. Equity In connection with the Reorganization Transaction, the Company’s Certificate of Incorporation was amended and restated to, among other things, provide for the (i) authorization of 3,000,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 1,500,000,000 shares of Class B common stock with a par value of $0.00001 per share; and (iii) authorization of 1,500,000,000 shares of preferred stock with a par value of $0.0001 per share. Holders of Class A and Class B common stock are entitled to one vote per share. Except as otherwise required in the Certificate of Incorporation or by applicable law, the holders of Class A common stock and Class B common stock shall vote together as a single class on all matters on which stockholders are generally entitled to vote. Holders of the Class A common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s pro rata remaining assets available for distribution. Holders of Weber’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of Weber. Holders of Class A and Class B common stock do not have preemptive or subscription rights. As of September 30, 2021, no preferred stock was outstanding. The Company is required to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock outstanding and the number of LLC Units owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the pre-IPO LLC members and the number of LLC Units owned by the pre-IPO LLC members. Under the Amended LLC Agreement, all current and future holders of LLC Units, including the Pre-IPO LLC Members, have the right to require Weber HoldCo LLC to redeem all or a portion of their LLC Units, along with a corresponding number of shares of Class B common stock, for, at Weber Inc.’s election, newly issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Amended LLC Agreement. All Class B common stock that is transferred shall be automatically retired and cancelled and shall no longer be outstanding. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Sep. 30, 2021 | |
Earnings Per Unit [Abstract] | |
Earnings (Loss) Per Share | 17. Earnings (Loss) Per Share Basic earnings per share of Class A common stock is computed by dividing net income (loss) attributable to Weber Inc. for the period subsequent to the IPO by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Weber Inc. for the period subsequent to the IPO by the weighted-average number of shares of Class A common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the period subsequent to the IPO is the same as basic loss per share as the inclusion of potentially dilutive shares would be antidilutive. Prior to the IPO, the Weber-Stephen Products LLC structure included only LLC common units issued and outstanding to pre-IPO LLC members. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on August 5, 2021. Thus, the basic and diluted earnings (loss) per share represent only the period from August 5, 2021 to September 30, 2021. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Fiscal Year Ended September 30, 2021 (in thousands, except shares and per share data) Numerator: Net income $ 5,549 Less: Net income attributable to Weber Inc. prior to the IPO 54,527 Less: Net loss attributable to non-controlling interests subsequent to the IPO (42,177) Net loss attributable to Weber Inc. $ (6,801) Denominator: Weighted average shares of Class A common stock outstanding - basic 51,788,320 Add: Effect of dilutive securities — Weighted average shares of Class A common stock outstanding - dilutive 51,788,320 Loss per share of Class A common stock outstanding - basic and diluted $ (0.13) The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive. Fiscal Year Ended September 30, 2021 Profits interest awards 5,408,655 Class B common stock 235,390,287 Director RSUs 5,787 Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. Shares of Class B common stock are, however, considered potentially dilutive shares of Class A common stock. After evaluating the potential dilutive effect using the if-converted method, shares of Class B common stock were determined to be anti-dilutive and have therefore been excluded from the computation of diluted earnings per share of Class A common stock. |
Member Notes
Member Notes | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Member Notes | 18. Member Notes During the fiscal years ended September 30, 2021, 2020 and 2019, certain employees of the Company purchased Weber-Stephen Products LLC common units in exchange for a capital contribution of $14.7 million, $0.5 million and $1.0 million, respectively. In conjunction with the units purchased, the Company entered into notes receivable with certain individuals during the fiscal years ended September 30, 2021, 2020 and 2019 with face values of $11.8 million, $0.4 million and $0.5 million, respectively. As of September 30, 2021 and 2020, $10.6 million and $7.3 million of the issued member notes receivable, respectively, limit the recourse provisions of the Company to 50% should the value of the common units not be sufficient to satisfy the repayment of the member notes. In accordance with ASC 718, these member notes are accounted for as nonrecourse in their entirety as the limited recourse provisions of the member notes are not aligned with a corresponding percentage of the underlying common units. Therefore, the member notes are accounted for as if they were a stock option grant and no receivable for amounts due under the notes are recorded on the Company’s consolidated balance sheet. As there is no requisite service period associated with the notes, unit-based compensation expense related to this award is being recognized upon issuance of the note based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model. Stock-based compensation recognized in relation to the notes amounted to $4.9 million, $0.1 million and $0.2 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The Company received $9.1 million, zero and zero from certain borrowers of member notes to pay down the outstanding balance of partial recourse member notes during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. As partial recourse notes are not reflected in the consolidated financial statements, the paydown of the partial recourse notes was accounted for as a capital contribution. All member notes bear interest at 2% to 4% per annum, dependent upon the specific rate terms in the notes. Interest on member notes is compounded annually. Interest on full recourse member notes is recognized in Interest income in the consolidated statements of income. Interest on partial recourse member notes will be recognized in members’ equity as cash payments are made to the Company. The total amount due from members on the notes receivable, including interest, was $11.3 million and $9.3 million as of September 30, 2021 and 2020, respectively. The notes receivable and the related accrued interest for full recourse notes of $0.7 million and $1.5 million as of September 30, 2021 and 2020, respectively, are reflected as reductions to equity (deficit) in the consolidated statements of equity (deficit). The notes receivable outstanding and the related accrued interest for partial recourse notes are not reflected in the consolidated financial statements, as they are accounted for as nonrecourse in their entirety. They will be recognized in additional paid-in capital in the consolidated statements of equity (deficit) when cash payments on these notes receivable and related accrued interest are made to the Company. See Note 20 for further details regarding settlement of these notes during the first quarter of fiscal year 2022. Effective January 1, 2015, the individuals holding these member notes, along with other individuals, assigned their common units of the Company to Weber-Stephen Management Pool LLC (“MPLLC”). The sole purpose of MPLLC is to hold such common units. As a result of this transaction, the relative ownership interests in the Company held by those individuals did not change and the member notes remain as due to the Company. Common unit purchases during the fiscal years ended September 30, 2021, 2020 and 2019 were transacted through MPLLC. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 19. Noncontrolling Interests The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following table summarizes the ownership of LLC Units in Weber HoldCo as of September 30, 2021: LLC Units Ownership Percentage LLC Units held by Weber Inc. 52,533,388 18 % Units held by Pre-IPO LLC Members (1) 234,645,219 82 % Balance at end of period 287,178,607 100 % _____________ (1) The LLC Units held by Pre-IPO LLC Members includes 1,072,849 LLC Units issued in exchange for notes with limited recourse provisions. As described in Note 18, limited recourse notes are accounted for as nonrecourse notes in their entirety. In connection with the IPO, Pre-IPO LLC Members were also issued one Class B common share for each LLC Unit owned prior to the IPO. For purposes of calculating the number of Class B common stock outstanding within the consolidated balance sheets and consolidated statements of equity (deficit), Class B common stock associated with limited recourse LLC Units were not considered to be issued and outstanding during the period. However, limited recourse LLC Units are included in the ownership percentage table above as they are participating securities that are entitled to the same distribution rights as the other LLC units. The noncontrolling interest holders have the right to exchange Paired Interests (LLC unit along with a share of Class B common stock) for Class A common stock. As such, future exchanges of Paired Interests by noncontrolling interest holders will result in a change in ownership and decrease or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital when Weber HoldCo LLC has positive or negative net assets, respectively. As of September 30, 2021, no Pre-IPO LLC members have exchanged any Paired Interests. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events In October and November 2021, the Company received $10.2 million from certain borrowers for repayment of the outstanding balance, including accrued interest, of partial recourse member notes and $0.8 million for repayment of the outstanding balance, including accrued interest, of full recourse member notes. As partial recourse notes are not reflected in the consolidated financial statements, the repayment of the partial recourse notes will be accounted for as an equity issuance of the 1,012,012 LLC units (along with an equal number of shares of Class B common stock). See Note 18 for details regarding partial recourse notes. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLC is considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects the economic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the Pre-IPO LLC Members to a portion of Weber HoldCo LLC’s net income (loss). |
Fiscal Year | Fiscal Year The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change in the estimates will be recognized in the current period of the change. |
Seasonality | Seasonality Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality. The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscal quarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all investments with initial maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in accounts with major financial institutions in the U.S. and in countries where the Company’s subsidiaries operate in the form of demand deposits. Deposits in these institutions may exceed amounts of insurance provided on such accounts. The Company has not experienced any losses on its deposits of cash and cash equivalents. |
Revenue Recognition | Revenue Recognition Revenue transactions associated with the sale of grills and related accessories comprise a single performance obligation, which consists of the transfer of products to customers at a point in time. Substantially all of the Company’s revenues relate to the sales of grills and accessories. The Company satisfies the performance obligation and records revenues for grills and accessories when control has passed to the customer, based on the terms of sale. Transfer of control passes to customers at a point in time, that point in time generally being upon shipment or upon delivery of the performance obligation, depending on the written sales terms with the customer. The Company’s purchase orders from customers for specific products represent its contracts and include all key terms and conditions related to the sale of products. For all sales, no significant uncertainty exists surrounding the customers’ obligation to pay for grills and accessories. Customers’ obligations to pay are generally under normal commercial terms, with payment terms typically being 30-60 days upon completion of the performance obligation. As payment terms are less than one year from the satisfaction of performance obligation, our sales do not include any significant financing components. Consideration promised in the Company’s contracts with certain customers is variable due to anticipated reductions, such as cash discounts and customer incentives (volume rebates and advertising programs). The transaction price is determined based upon the invoiced sales price, less anticipated reductions. The cost of these discounts and incentives are estimated at the inception of the contract based on the Company’s annual incentive programs with customers and recognized as a reduction to revenue at the time of sale. Subsequent adjustments to discounts or incentive programs are recognized to revenue in the period the adjustment is determinable. The Company offers warranties on most of its products, which are considered assurance type warranties and, therefore, are not accounted for as a separate performance obligation. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of amounts due to the Company from its normal business activities, offset by an allowance for expected credit losses. The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economic conditions and its expectations of future economic conditions. Additionally, the Company establishes customer-specific allowances for known at-risk accounts. The Company does not require collateral from its customers. Accounts receivable are written off when it is determined that the receivable will not be collected. The Company’s allowances are as follows (dollars in thousands): Balance at September 30, 2019 $ 2,858 Charges (credits) to the provision, net 1,112 Accounts written off, net of recoveries (708) Balance at September 30, 2020 3,262 Charges (credits) to the provision, net 591 Accounts written off, net of recoveries (1,233) Balance at September 30, 2021 $ 2,620 |
Inventories | Inventories Inventories include finished products and work-in-process and materials associated with production and are valued at the lower of cost or market (net realizable value) using the first-in,first-out method. In evaluating net realizable value, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors. The components of inventory are as follows: September 30, 2021 2020 (dollars in thousands) Work-in-process and materials $ 60,367 $ 33,343 Finished products 272,254 199,984 Total inventories, net $ 332,621 $ 233,327 |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements The Company provides for depreciation and amortization of buildings, equipment and leasehold improvements using the straight-line method over their estimated useful lives. The estimated useful life for leasehold improvements, buildings and equipment and computer software are as follows: Estimated Useful Life Leasehold improvements Lesser of remaining lease term or useful life of the asset Buildings 10-40 years Equipment and computer software 3-15 years Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. Costs incurred during the development stage of internal-use software projects are capitalized and amortized over the estimated useful life of the related project. Costs incurred prior to the development stage, as well as costs for maintenance, data conversion, training, and other general and administrative costs, are expensed as incurred. During the fiscal year ended September 30, 2020, the Company determined that one of its manufacturing sites was considered to be assets held for sale, since the asset group was being marketed for sale and all the criteria to be classified as held for sale under Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets , had been met. The related buildings and its content were vacated and the Company no longer required these assets for its future operations. The carrying value of these assets was $8.3 million as of September 30, 2020 and was recorded within Property, equipment and leasehold improvements, net. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. On December 30, 2020, the Company disposed of this manufacturing site, for net cash proceeds of $13.5 million which resulted in a gain of $5.2 million. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Finite-lived intangible assets, which primarily consist of trademarks, customer lists, patents and developed technology, are stated at historical cost and amortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives, which range from 15 to 20 years for trademarks and customers lists and 10 to 14 years for patents and are 15 years for developed technology. The Company performs reviews for impairment of intangible assets subject to amortization whenever adverse events or circumstances indicate that the carrying value of an asset may not be recoverable. Important factors that may trigger an impairment review include but are not limited to: • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • significant negative industry or economic trends; and • significant decline in the Company’s estimated enterprise value relative to carrying value. When indicators of impairment are present, the Company evaluates the carrying value of the intangible assets subject to amortization in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company adjusts the net book value of the intangible assets subject to amortization to fair value if the sum of the expected future cash flows is less than book value. The Company evaluates indefinite-lived intangible assets and goodwill for possible impairment during the fourth quarter of the Company's fiscal year or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An intangible asset with an indefinite life (a major trademark) is evaluated for possible impairment by first making a qualitative evaluation about the likelihood of impairment to determine whether it should then calculate the fair value of the asset compared to the carrying value. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company performs an annual impairment review of goodwill during the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment of its goodwill exist, to determine whether the carrying value of the recorded goodwill is impaired. When assessing goodwill for impairment, the Company considers (i) the amount of excess fair value over the carrying value of each reporting unit, (ii) the period of time since a reporting unit’s last quantitative test and (iii) other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of its reporting units are less than their respective carrying values. Examples of qualitative factors that the Company assesses include its financial performance, market and competitive factors in its industry and other events specific to its reporting units. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative impairment test by comparing reporting unit carrying values to estimated fair values. See Note 3 for further information. |
Warranty | Warranty The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Gains or losses on foreign currency transactions during the fiscal year have been included in the accompanying consolidated statements of income. The functional currencies of the Company’s foreign subsidiaries are primarily the respective local currencies. Accordingly, assets and liabilities of foreign affiliates are translated at current exchange rates, and operations accounts are translated at the average rates during the period. Related translation adjustments are reported as a component of comprehensive income. |
Income Taxes | Income Taxes Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. In accordance with ASC 740, Income Taxes |
Derivative Instruments | Derivative Instruments During the fiscal years ended September 30, 2021, 2020 and 2019, the Company used interest rate swap contracts to reduce its exposure to fluctuations in interest rates. During the fiscal years ended September 30, 2021, 2020 and 2019, the Company also entered into foreign currency forward contracts to reduce its exposure to fluctuations in foreign currency denominated sales and the respective cash flows impacting Gross profit. When entered, these foreign currency forward contracts are designated as cash flow hedges of underlying exposures and de-designated when the foreign currency denominated sale of inventory is made to a third party. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency (gain) loss. During the fiscal years ended September 30, 2021 and 2020 the Company used commodity index contracts to reduce its exposure to fluctuations in cash flows relating to the purchases of aluminum and steel-based components and raw materials impacting Gross profit. Cash flows related to the settlement of derivative instruments designated as cash flow hedges are classified within operating activities. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive income (loss) and reclassified to earnings when the hedged item affects earnings. |
Business Combinations | Business Combinations The Company allocates the fair value of the purchase consideration of its acquired businesses to the tangible assets, liabilities assumed, and intangible assets acquired based on the estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Transaction costs are recognized separately from the business combination and are expensed as incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income attributable to Weber Inc. by the weighted average number of Class A common stock outstanding during the period. Restricted stock units ("RSUs") awarded as part of the Company’s stock compensation program are included in the weighted-average Class A common shares outstanding in the calculation of basic earnings per share once the units are fully vested. Diluted earnings (loss) per share is calculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, RSUs, and HoldCo LLC Units that are convertible into our Class A common stock when paired with an equal number of Class B common stock (together referred to as "Paired Interests"). |
Equity Based Compensation | Equity Based Compensation Stock-Based Compensation The Company measures stock-based compensation at fair value on the grant date, or modification date if applicable, of the award. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant or modification. For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized over the service period of the awards based on the graded-vesting method. We account for forfeitures as they occur. Stock-based compensation is classified in the consolidated statements of income based on the function to which the related services are provided. Unit-Based Compensation As described within the Change in Accounting Principle section below, in anticipation of becoming a public company, the Company changed its methodology for valuing the profits interest units and Management Incentive Compensation Plan ("LTIP") awards from the intrinsic value methodology to fair value during the fiscal year ended September 30, 2021. Prior to the IPO, both the LTIP awards and the profits interest units were liability classified. Both awards were modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021. As such, the awards were remeasured on the modification date, with any changes in fair value recognized in compensation expense. No subsequent remeasurement will be performed unless additional modifications are made to the awards. Compensation expense associated with the awards is recognized over the service period of the awards based on the graded-vesting method. The value of the LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of the Board of Directors. The value of the awards at the end of each reporting period was dependent upon the Company’s estimates of the underlying performance measures. As the units issued were based on performance metrics, the expense was adjusted for the ultimate number of units expected to be issued as of the end of each reporting period prior to the IPO. |
Advertising Costs | Advertising Costs The Company expenses advertising costs upon the first display of the advertisement and includes advertising expenses in Selling, general and administrative expenses in the consolidated statements of income. The Company incurred advertising expenses of $110.1 million, $68.7 million and $53.8 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and included in Selling, general and administrative expenses in the consolidated statements of income. The Company incurred research and development expenses of $42.8 million, $18.2 million and $12.6 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. |
Change in Accounting Principle | Change in Accounting Principle Profits interest units and LTIP awards historically were accounted for as liability compensatory awards under ASC 710, Compensation—General , and valued using the intrinsic value method, as permitted by ASC 718, Compensation—Stock Compensation , for nonpublic entities. In anticipation of becoming a public company, as defined in ASC 718, the Company changed its methodology for valuing the profits interest units and LTIP awards during the fiscal year ended September 30, 2021. The change resulted in additional compensation expense of $12.5 million during the fiscal year ended September 30, 2021. The effect of the change represents the difference in compensation costs measured using the intrinsic |
New Accounting Pronouncements Recently Adopted | New Accounting Pronouncements Recently Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The guidance has not impacted the consolidated financial statements to date. The Company will continue to monitor the impact of the ASU on our consolidated financial statements in the future. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 intended to simplify various aspects of accounting for income taxes. The Company elected to early adopt ASU 2019-12 effective October 1, 2019. Certain components of this guidance were adopted on a prospective basis with the remaining components adopted on a modified retrospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud-computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. The Company adopted this ASU effective October 1, 2020 using the prospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 requires entities to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Amendments in this guidance also require disclosure of transfers into and out of Level 3 of the fair value hierarchy, purchases and issues of Level 3 assets and liabilities, and clarify that the measurement uncertainty disclosure is as of the reporting date. The guidance removes requirements to disclose the amounts and reasons for transfers between Level 1 and Level 2, policy for timing between of transfers between levels, and the valuation processes for Level 3 fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the provisions of this ASU effective October 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
New Accounting Pronouncements Issued but Not Yet Adopted | New Accounting Pronouncements Issued but Not Yet Adopted No recent accounting pronouncements were issued by the FASB that are believed by management to have a material impact on the Company’s future financial statements. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Company's Allowances | The Company’s allowances are as follows (dollars in thousands): Balance at September 30, 2019 $ 2,858 Charges (credits) to the provision, net 1,112 Accounts written off, net of recoveries (708) Balance at September 30, 2020 3,262 Charges (credits) to the provision, net 591 Accounts written off, net of recoveries (1,233) Balance at September 30, 2021 $ 2,620 |
Summary of Components of Inventory | The components of inventory are as follows: September 30, 2021 2020 (dollars in thousands) Work-in-process and materials $ 60,367 $ 33,343 Finished products 272,254 199,984 Total inventories, net $ 332,621 $ 233,327 |
Property, Plant and Equipment | The estimated useful life for leasehold improvements, buildings and equipment and computer software are as follows: Estimated Useful Life Leasehold improvements Lesser of remaining lease term or useful life of the asset Buildings 10-40 years Equipment and computer software 3-15 years Property, equipment and leasehold improvements, net consists of the following: September 30, 2021 2020 (dollars in thousands) Land $ 6,453 $ 12,530 Buildings 44,829 52,985 Computer equipment and software 79,286 66,166 Equipment 238,601 209,033 Leasehold improvements 13,156 17,264 Construction-in-progress 32,547 8,075 Gross carrying amount 414,872 366,053 Accumulated depreciation (252,043) (257,801) Total $ 162,829 $ 108,252 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
June Acquisition | |
Business Acquisition [Line Items] | |
Summary of Preliminary Composition of the Purchase Price | The composition of the purchase price recorded for June was as follows (dollars in thousands): Cash $ 108,285 Fair value of equity interest 24,144 Settlement of existing contractual relationship 9,776 Total $ 142,205 |
Summary of the Preliminary Allocation of Purchase Price | The allocation of purchase price recorded for June was as follows (dollars in thousands): Cash $ 6,046 Inventory 480 Accounts receivable 85 Prepaid expenses and other current assets 617 Property and equipment 104 Intangibles 109,700 Goodwill 54,477 Accounts payable (870) Accrued expenses (3,954) Other long-term liabilities (24,480) Total $ 142,205 |
Summary of preliminary valuations and subject to final adjustment, allocated to intangible assets | The amounts allocated to intangible assets are as follows: Gross Carrying Amount (dollars in thousands) Trade names and trademarks $ 17,000 Developed software / patented technology 87,000 Non-competition / restrictive covenant agreements 5,700 Total $ 109,700 The useful lives assigned to intangible assets are as follows (in years): Trade names and trademarks 20.0 Developed software / patented technology 15.0 Non-competition / restrictive covenant agreements 3.0 Total weighted average useful life 15.2 |
RMC Acquisition | |
Business Acquisition [Line Items] | |
Summary of Preliminary Composition of the Purchase Price | The composition of the purchase price recorded for RMC was as follows (dollars in thousands): Cash $ 26,275 Equity consideration issued by the Company (2,899 common units) 14,582 Total $ 40,857 |
Summary of the Preliminary Allocation of Purchase Price | The allocation of purchase price recorded for RMC was as follows (dollars in thousands): Property and equipment $ 432 Reacquired rights 14,300 Other long-term assets 410 Goodwill 27,120 Accrued expenses (1,405) Total $ 40,857 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Company's Goodwill | Goodwill allocated to Weber's reportable segments and changes in the carrying amount of goodwill during the fiscal years ended September 30, 2021 and 2020 are shown below. Americas EMEA APAC Total (dollars in thousands) Balance as of September 30, 2019 $ 19,219 $ 9,971 $ 593 $ 29,783 Foreign exchange — 751 36 787 Balance as of September 30, 2020 19,219 10,722 629 30,570 Acquisitions 54,477 — 27,120 81,597 Foreign exchange — (133) (1,422) (1,555) Balance as of September 30, 2021 $ 73,696 $ 10,589 $ 26,327 $ 110,612 |
Summary of Company's Intangible Assets | The Company’s intangible assets consist of the following: September 30, 2021 Weighted-Average Remaining Amortization Years Gross Carrying Amount Accumulated Amortization Net Book Value (dollars in thousands) Trademark—Weber N/A $ 310,000 $ — $ 310,000 Trademarks—Other 14.6 55,900 (8,079) 47,821 Trademarks, net 365,900 (8,079) 357,821 Customer lists 9.3 91,563 (50,483) 41,080 Patents 7.5 49,428 (47,389) 2,039 In-process research and development 5.3 4,500 (2,100) 2,400 Developed technology 14.3 87,000 (4,139) 82,861 Reacquired rights 2.8 13,568 (2,035) 11,533 Non-compete agreement 2.3 6,300 (1,956) 4,344 Other intangible assets, net 252,359 (108,102) 144,257 Total $ 618,259 $ (116,181) $ 502,078 September 30, 2020 Gross Carrying Accumulated Amortization Net Book (dollars in thousands) Trademark—Weber $ 310,000 $ — $ 310,000 Trademarks—Other 38,900 (4,935) 33,965 Trademarks, net 348,900 (4,935) 343,965 Customer lists 91,388 (45,684) 45,704 Patents 49,428 (46,156) 3,272 Internally developed software 5,700 (5,700) — In-process research and development 4,500 (1,650) 2,850 Non-compete agreement 600 (560) 40 Other intangible assets, net 151,616 (99,750) 51,866 Total $ 500,516 $ (104,685) $ 395,831 |
Summary of Amortization Expense on Intangible Assets | The Company expects to record the following amortization expense on intangible assets for each of the next five years and thereafter (dollars in thousands): 2022 $ 20,661 2023 20,639 2024 18,584 2025 14,648 2026 14,648 Thereafter 102,898 Total $ 192,078 |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Equipment and Leasehold Improvements, Net | The estimated useful life for leasehold improvements, buildings and equipment and computer software are as follows: Estimated Useful Life Leasehold improvements Lesser of remaining lease term or useful life of the asset Buildings 10-40 years Equipment and computer software 3-15 years Property, equipment and leasehold improvements, net consists of the following: September 30, 2021 2020 (dollars in thousands) Land $ 6,453 $ 12,530 Buildings 44,829 52,985 Computer equipment and software 79,286 66,166 Equipment 238,601 209,033 Leasehold improvements 13,156 17,264 Construction-in-progress 32,547 8,075 Gross carrying amount 414,872 366,053 Accumulated depreciation (252,043) (257,801) Total $ 162,829 $ 108,252 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: September 30, 2021 2020 (dollars in thousands) Accrued payroll and employee benefits $ 59,035 $ 52,041 Current portion of derivative instruments 14,688 9,620 Current portion of operating lease liabilities 13,040 11,741 Other (1) 63,847 60,466 Total $ 150,610 $ 133,868 ______________ (1) Other includes items for accruals such as commissions, freight and distribution costs and taxes. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Assets and Liabilities Lessee | The following table presents supplemental balance sheet information: September 30, Operating leases Classification 2021 2020 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 66,962 $ 48,937 Current operating lease liabilities Accrued expenses $ 13,040 $ 11,741 Non-current operating lease liabilities Non-current operating lease liabilities $ 55,329 $ 37,986 The following table presents lease terms and discount rates: September 30, 2021 2020 Weighted average remaining lease term 8.0 years 5.2 years Weighted average discount rates 4.49 % 3.46 % |
Lease, Cost | The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 927 1,138 Short-term lease cost Selling, general and administrative 817 476 Variable lease cost Selling, general and administrative 1,289 3,232 Total lease costs $ 16,804 $ 17,585 |
Lessee, Operating Lease, Liability, Maturity | At September 30, 2021, future lease payments under operating leases were as follows (dollars in thousands): 2022 $ 15,866 2023 13,106 2024 11,573 2025 9,335 2026 7,542 Thereafter 27,201 Total lease payments 84,623 Less: Effect of discounting to net present value 16,254 Present value of lease liabilities $ 68,369 |
Lease, Supplemental Cash Flow Information | The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2021 2020 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 30,100 $ 9,146 |
Sale Leaseback Transactions | The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction are as follows: September 30, 2021 2020 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (9,453) (8,091) Carrying value of net assets $ 21,591 $ 22,953 Current portion of financing obligation $ 592 $ 514 Long-term financing obligation 38,394 38,986 Total financing obligation $ 38,986 $ 39,500 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consists of the following: September 30, 2021 2020 (dollars in thousands) Secured Credit Facility Term Loan, due October 2027 $ 1,020,525 $ — Senior Facility, due December 2022 — 616,250 Total borrowings 1,020,525 616,250 Deferred financing costs (17,692) (4,341) Original issue discount (5,515) — Total debt 997,318 611,909 Less: current portion of long-term debt and other borrowings (12,500) (36,250) Total long-term debt $ 984,818 $ 575,659 |
Summary of Aggregate Maturities of Long-term Debt | Aggregate maturities of long-term debt as of September 30, 2021 are as follows (dollars in thousands): 2022 $ 12,500 2023 12,500 2024 12,500 2025 12,500 2026 12,500 Thereafter 958,025 $ 1,020,525 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivatives | The notional values of the Company’s outstanding interest rate swap contracts were as follows: September 30, 2021 2020 (dollars in thousands) Interest rate swap contracts $ 1,220,000 $ 410,000 The notional values of the Company’s outstanding foreign currency forward contracts were as follows: September 30, 2021 2020 (dollars in thousands) Foreign currency forward contracts $ 28,254 $ 5,730 |
Summary of Derivative Instruments, Gain (Loss) | For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive income (loss) was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Interest rate swap contracts $ 11,429 $ (20,490) $ (30,690) Foreign currency forward contracts (117) (189) 183 Total gain (loss) recognized $ 11,312 $ (20,679) $ (30,507) September 30, 2021 2020 2019 (dollars in thousands) Commodity index contracts $ (7,494) $ 101 $ — |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | For derivatives designated as cash flow hedges, the gain (loss) reclassified from Accumulated other comprehensive income (loss) into the consolidated statements of income was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Interest rate swap contracts $ 10,456 $ (4,347) $ 1,189 Foreign currency forward contracts 249 (57) 183 Total gain (loss) reclassified $ 10,705 $ (4,404) $ 1,372 |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency (gain) loss in the consolidated statements of income was: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Foreign currency forward contracts $ 554 $ 548 $ (4,093) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of income before income taxes | The components of income before income taxes were as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) U.S. $ (75,423) $ 80,229 $ 36,665 Foreign 78,471 27,067 28,024 Total $ 3,048 $ 107,296 $ 64,689 |
Significant components of income tax expense (benefit) | Significant components of income tax expense (benefit) were as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Current U.S. Federal $ (3,743) $ — $ — State & Local 180 153 119 Foreign 19,521 13,214 13,615 Total current income tax expense 15,958 13,367 13,734 Deferred U.S. Federal (11,032) — — State & Local (1,384) — — Foreign (538) 445 (190) Total deferred income tax (benefit) expense (12,954) 445 (190) Total $ 3,004 $ 13,812 $ 13,544 |
Effective income tax rate reconciliation | A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to our income tax (expense) benefit was as follows: Fiscal Years Ended September 30, 2021 2020 2019 At U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (39.6) % 0.1 % 0.2 % Foreign rate differential 24.6 % 2.6 % 3.7 % Pass-through loss (income) 546.2 % (15.7) % (11.9) % Change in valuation allowance (454.5) % (0.8) % 2.3 % Tax settlement — % 2.9 % — % Net uncertain tax positions 55.2 % 1.2 % 6.5 % Non-controlling interests (96.2) % — % — % Nontaxable income (11.9) % — % — % Branch income (loss) (112.4) % — % — % Provision to return (7.1) % 0.4 % (0.2) % June transaction/restructuring 202.0 % — % — % Income tax credits (25.1) % — % — % Nondeductible expenses 5.5 % 0.1 % 0.2 % Tax rate change (11.3) % — % — % Other 2.2 % 1.1 % (0.9) % Total 98.6 % 12.9 % 20.9 % |
Components of deferred taxes | The Company’s deferred tax assets (liabilities) consisted of the following: September 30, 2021 2020 (dollars in thousands) Deferred tax assets Net operating loss $ 20,991 $ 9,741 Operating lease liability 8,984 4,971 Foreign tax credit 5,617 — Investment in partnerships 50,546 — Other 6,845 1,152 Total deferred tax assets 92,983 15,864 Valuation allowance (69,245) (9,749) Total deferred tax assets net of valuation allowance 23,738 6,115 Deferred tax liabilities Right-of-use asset (8,984) (4,971) Other (2,132) (664) Total deferred tax liabilities (11,116) (5,635) Net deferred tax assets $ 12,622 $ 480 |
Summary of Valuation Allowance | The following table summarizes valuation allowance activity (dollars in thousands): Balance at September 30, 2019 $ (10,645) Recorded to Income tax expense 896 Balance at September 30, 2020 (9,749) Recorded to Income tax expense 15,635 Recorded to Goodwill (1) (27,886) Recorded to Additional paid-in capital (2) (47,245) Balance at September 30, 2021 $ (69,245) _____________ (1) The amount recorded to Goodwill represents valuation allowances recorded on net operating losses and other credit carryforwards as part of the June acquisition. (2) The amount recorded to Additional paid-in capital represents valuation allowances recorded on the investment in partnerships and other foreign tax credit carryforwards as part of the Reorganization Transactions. |
Reconciliation of the beginning and ending amount of gross unrecognized tax benefits | The Company’s unrecognized tax benefits are as follows: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Balance at beginning of the year $ 6,332 $ 5,053 $ 875 Increase associated with tax positions taken during the current year 1,823 1,279 4,178 Increase associated with translation of foreign currency 269 — — Balance at end of the year $ 8,424 $ 6,332 $ 5,053 |
Summary of income tax examinations | Tax Years Austria 2018-2020 France 2019-2020 Germany 2019 Switzerland 2018-2020 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands): Balance at September 30, 2019 $ 19,515 Accrual for warranties issued 8,128 Warranty settlements made (5,734) Balance at September 30, 2020 21,909 Accrual for warranties issued 13,424 Acquired June warranty reserve 759 Warranty settlements made (7,792) Balance at September 30, 2021 $ 28,300 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | The fair value of financial assets and liabilities measured on a recurring basis was as follows: September 30, Level 1 Level 2 Level 3 (dollars in thousands) Prepaid expenses and other current assets: Foreign currency forward contracts $ 134 $ — $ 134 $ — Commodity index contracts 3,378 — 3,378 — Interest rate swap contracts 8,762 — 8,762 — Total $ 12,274 $ — $ 12,274 $ — Other long-term assets: Interest rate swap contracts $ 27,267 $ — $ 27,267 $ — Total $ 27,267 $ — $ 27,267 $ — Accrued expenses: Interest rate swap contracts $ 14,688 $ — $ 14,688 $ — Total $ 14,688 $ — $ 14,688 $ — Other long-term liabilities: Interest rate swap contracts $ 40,392 $ — $ 40,392 $ — Contingent consideration 503 — — 503 Total $ 40,895 $ — $ 40,392 $ 503 September 30, Level 1 Level 2 Level 3 (dollars in thousands) Accrued expenses: Foreign currency forward contracts $ 223 $ — $ 223 $ — Commodity index contracts 73 — 73 — Interest rate swap contracts 9,324 — 9,324 — Total $ 9,620 $ — $ 9,620 $ — Other long-term liabilities: Interest rate swap contracts $ 27,296 $ — $ 27,296 $ — Commodity index contracts 28 — 28 — Contingent consideration 700 — — 700 Total $ 28,024 $ — $ 27,324 $ 700 |
Summary of Changes in Fair Value of the Contingent Consideration using Level 3 Assumptions | The table below sets forth a summary of changes in fair value of the contingent consideration using Level 3 assumptions (dollars in thousands): Balance at September 30, 2019 $ 1,610 Royalty payments (1,640) Fair value adjustments 730 Balance at September 30, 2020 700 Royalty payments (339) Fair value adjustments 142 Balance at September 30, 2021 $ 503 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Profit Interest Units and their Corresponding Distribution Thresholds | Subsequent to the April 2021 grants and plan amendment, the profits interest units and their corresponding distribution thresholds were as follows: Distribution Threshold Service-Based Units Hybrid Units $1,550,000 – 1,700,000 8,213 — $2,000,000 – 2,200,000 8,213 — $2,450,000 – 2,650,000 14,245 2,350 $2,800,000 – 2,900,000 1,175 1,175 Total 31,846 3,525 The following table summarizes the Company’s profits interest units distribution thresholds, which serve as a cashless exercise price, post modification: Distribution Threshold (per unit) Service-Based Units Hybrid Units $5.50 – $7.00 4,142,102 — $7.01 – $8.50 4,142,102 — $8.51 – $9.50 5,481,420 1,185,180 $9.51 – $10.75 2,295,274 592,590 Total 16,060,898 1,777,770 |
Summary of Profits Interest Units Activity | The following tables summarize the Company’s profits interest units activity for the awards historically classified as liability awards prior to the modification described below: Service-Based Units Hybrid Units Balance as of September 30, 2020 24,639 — Units granted 7,207 3,525 Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (31,846) (3,525) Balance at September 30, 2021 — — The following tables summarize the Company’s vested profits interest units activity for the awards historically classified as liability awards prior to the modification described below: Service-Based Units Hybrid Units Balance as of September 30, 2020 — — Units vested 6,983 — Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (6,983) — Balance at September 30, 2021 — — The following tables summarize the Company’s activity for the service-based equity classified awards: Service-Based Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 16,060,898 $ 8.09 $ 9.02 Granted — $ — $ — Vested (4,347,883) $ 7.76 $ 9.15 Forfeited — $ — $ — Nonvested, September 30, 2021 11,713,015 $ 8.21 $ 8.97 The following tables summarize the Company’s vesting activity for the service-based equity classified awards: Service-Based Units Weighted Average Exercise Price Weighted Average Fair Value Vested, September 30, 2020 — $ — $ — Vested units converted from liability awards 3,521,564 $ 7.62 $ 9.27 Units vested post conversion 826,319 $ 8.33 $ 8.64 Units exercised — $ — $ — Units forfeited or cancelled — $ — $ — Vested, September 30, 2021 4,347,883 $ 7.76 $ 9.15 The following tables summarize the Company’s activity for the Hybrid equity classified awards: Hybrid Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 1,777,770 $ 9.62 $ 7.88 Granted — $ — $ — Vested — $ — $ — Forfeited — $ — $ — Nonvested, September 30, 2021 1,777,770 $ 9.62 $ 7.88 The following tables summarize the Company’s RSUs and activity during the fiscal year ended September 30, 2021: Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Nonvested, September 30, 2020 — $ — Granted 119,553 $ 17.02 Converted 2,743,532 $ 17.59 Vested (776,544) $ 17.59 Forfeited — $ — Nonvested, September 30, 2021 2,086,541 $ 17.56 Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Vested, September 30, 2020 — $ — Vested units converted 776,544 $ 17.59 Units vested post conversion — $ — Units settled — $ — Units forfeited or cancelled — $ — Vested, September 30, 2021 776,544 $ 17.59 |
Summary of Weighted Average Assumptions Used to Estimate the Fair Value of the Profits Interest Units which are outstanding | The weighted-average assumptions used to estimate the fair value of the profits interest units on the modification date of August 5, 2021, were as follows: Service-Based Units Hybrid Units Expected term (in years) 1.16 1.49 Risk-free interest rate 0.06-0.38% 0.06-0.21% Expected volatility 35.0 % 38.7 % Expected dividend yield — % — % |
Schedule of Summary of stock-based compensation expense recognized by award type | The table below summarizes stock-based compensation expense recognized by award type: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Profits interest awards: Service-based profits interest awards prior to modification $ 99,382 $ — $ — Hybrid profits interest awards prior to modification 3,311 — — Service-based profits interest awards post modification 6,037 — — Hybrid profits interest awards post modification 1,472 — — Total profits interest awards $ 110,202 $ — $ — RSUs: LTIP awards prior to modification $ 6,442 $ 4,372 $ (1,604) LTIP awards associated with modification 9,340 — — Director RSUs and Listing day grants 251 — — Total RSUs $ 16,033 $ 4,372 $ (1,604) Total stock-based compensation expense (1) $ 126,235 $ 4,372 $ (1,604) _____________ (1) In addition to the stock-based compensation expense recognized for the awards listed above, $4.9 million, $0.1 million, and $0.2 million of expense was recognized in relation to partial recourse notes during the fiscal years ended September 30, 2021, 2020 and 2019 , respectively. See Note 18 for further information. |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Key Financial Performance Measures by Reportable Segment | The information below summarizes key financial performance measures by reportable segment: Fiscal Year Ended September 30, 2021 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 1,102,294 $ 726,124 $ 153,988 $ — $ 1,982,406 Adjusted income from operations (1) $ 203,689 $ 221,135 $ 35,424 $ (259,882) $ 200,366 Depreciation and amortization $ 6,646 $ 1,633 $ 3,581 $ 32,442 $ 44,302 Segment assets (2) $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 Capital expenditures $ 388 $ 548 $ 1,849 $ 60,749 $ 63,534 Fiscal Year Ended September 30, 2020 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 880,618 $ 541,567 $ 103,075 $ — $ 1,525,260 Adjusted income from operations (1) $ 178,079 $ 136,547 $ 23,369 $ (187,098) $ 150,897 Depreciation and amortization $ 690 $ 1,993 $ 1,225 $ 38,439 $ 42,347 Segment assets (2) $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 Capital expenditures $ 39 $ 6,961 $ 1,742 $ 20,672 $ 29,414 Fiscal Year Ended September 30, 2019 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 715,153 $ 483,914 $ 97,143 $ — $ 1,296,210 Adjusted income from operations (1) $ 133,663 $ 109,903 $ 20,386 $ (144,124) $ 119,828 Depreciation and amortization $ 2,021 $ 3,257 $ 1,098 $ 39,941 $ 46,317 Segment assets (2) $ 75,356 $ 71,542 $ 38,482 $ — $ 185,380 Capital expenditures $ 227 $ 1,002 $ 1,234 $ 23,044 $ 25,507 _____________ (1) Adjusted income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses, inter-segment eliminations and other adjustments, including business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs. (2) Inventory is the only segment asset reviewed by the CODM. See the reconciliations to consolidated total assets below. |
Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes | The information below provides a reconciliation of adjusted income from operations to income before taxes: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) Segment adjusted income from operations Americas $ 203,689 $ 178,079 $ 133,663 EMEA 221,135 136,547 109,903 APAC 35,424 23,369 20,386 Segment adjusted income from operations for reportable segments $ 460,248 $ 337,995 $ 263,952 Unallocated net expenses (259,882) (187,098) (144,124) Adjustments to income before taxes Non-cash stock compensation / LTIP and profits interest expense (131,176) (4,514) 1,446 Gain on disposal of assets held for sale 5,185 — (12,568) Interest income 1,091 1,270 1,153 Interest expense (66,970) (40,357) (45,170) Loss from early extinguishment of debt (5,448) — — Income before taxes $ 3,048 $ 107,296 $ 64,689 |
Summary of Reconcilaition of Segment Assets to Total Consolidated Assets | The information below provides a reconciliation of segment assets to total consolidated assets: September 30, 2021 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 All other (2) 1,218,371 Total assets $ 1,550,992 September 30, 2020 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 All other (2) 906,108 Total assets $ 1,139,435 _____________ (1) Inventory is the only segment asset reviewed by the CODM. |
Summary of Net Sales by Geographic Area | The information below summarizes net sales by geographic area: Fiscal Years Ended September 30, 2021 2020 2019 (dollars in thousands) United States $ 958,933 $ 803,368 $ 647,703 Germany 228,669 194,535 173,872 All Other 794,804 527,357 474,635 Total $ 1,982,406 $ 1,525,260 $ 1,296,210 |
Summary of Right-of-Use Assets and Property, Equipment and Leasehold Improvements by Geographic Area | The information below summarizes right-of-use assets and property, equipment and leasehold improvements, net by geographic area: September 30, 2021 2020 (dollars in thousands) United States $ 157,187 $ 123,901 All Other 72,604 33,288 Total $ 229,791 $ 157,189 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Earnings Per Unit [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Fiscal Year Ended September 30, 2021 (in thousands, except shares and per share data) Numerator: Net income $ 5,549 Less: Net income attributable to Weber Inc. prior to the IPO 54,527 Less: Net loss attributable to non-controlling interests subsequent to the IPO (42,177) Net loss attributable to Weber Inc. $ (6,801) Denominator: Weighted average shares of Class A common stock outstanding - basic 51,788,320 Add: Effect of dilutive securities — Weighted average shares of Class A common stock outstanding - dilutive 51,788,320 Loss per share of Class A common stock outstanding - basic and diluted $ (0.13) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive. Fiscal Year Ended September 30, 2021 Profits interest awards 5,408,655 Class B common stock 235,390,287 Director RSUs 5,787 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following table summarizes the ownership of LLC Units in Weber HoldCo as of September 30, 2021: LLC Units Ownership Percentage LLC Units held by Weber Inc. 52,533,388 18 % Units held by Pre-IPO LLC Members (1) 234,645,219 82 % Balance at end of period 287,178,607 100 % _____________ (1) The LLC Units held by Pre-IPO LLC Members includes 1,072,849 LLC Units issued in exchange for notes with limited recourse provisions. As described in Note 18, limited recourse notes are accounted for as nonrecourse notes in their entirety. In connection with the IPO, Pre-IPO LLC Members were also issued one Class B common share for each LLC Unit owned prior to the IPO. For purposes of calculating the number of Class B common |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Aug. 31, 2021USD ($)shares | Aug. 05, 2021shares | Dec. 30, 2020USD ($) | Sep. 30, 2021USD ($)country | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Accounting Policies [Line Items] | |||||||
Number of countries in which entity operates | country | 78 | ||||||
Proceeds from Initial Public Offering | $ 237,500 | $ 0 | $ 0 | ||||
Payments of stock issuance costs | 7,043 | 0 | 0 | ||||
Selling, general and administrative | [1],[2] | 738,830 | 444,975 | 369,651 | |||
Gain on disposal of assets held for sale | 5,185 | 0 | (12,568) | ||||
Provision for amortization of deferred financing costs | 3,803 | 2,935 | 2,022 | ||||
Unrecognized tax benefits, income tax penalties and interest expense | 500 | 0 | 0 | ||||
Advertising expense | 110,100 | 68,700 | 53,800 | ||||
Share-based payment arrangement, expense | 126,235 | 4,372 | (1,604) | ||||
LTIP awards associated with modification | |||||||
Accounting Policies [Line Items] | |||||||
Share-based payment arrangement, expense | 9,340 | 0 | 0 | ||||
LTIP awards associated with modification | Change in Accounting Principle, Other | |||||||
Accounting Policies [Line Items] | |||||||
Share-based payment arrangement, expense | $ 12,500 | ||||||
Secured Credit Facility | |||||||
Accounting Policies [Line Items] | |||||||
Repayments of debt | $ 220,100 | ||||||
Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period (in shares) | shares | 2,700,000 | ||||||
Minimum | Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of aggregate number of outstanding shares holding | 0.10 | ||||||
Class A Common Stock | Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period (in shares) | shares | 17,857,143 | ||||||
Class A Common Stock | Greenshoe Shares | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Proceeds from Initial Public Offering | $ 35,600 | ||||||
Class A Common Stock | Greenshoe Shares | Blocker | |||||||
Accounting Policies [Line Items] | |||||||
Stock repurchased during the period (in shares) | shares | 300,000 | ||||||
Weber LLC Units One | Greenshoe Shares | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Stock repurchased during the period (in shares) | shares | 2,300,000 | ||||||
WEBER INC | Secured Credit Facility | |||||||
Accounting Policies [Line Items] | |||||||
Repayments of debt | $ 220,100 | ||||||
WEBER INC | Minimum | Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of aggregate number of outstanding shares holding | 0.10 | ||||||
WEBER INC | Class A Common Stock | Greenshoe Shares | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period (in shares) | shares | 2,700,000 | ||||||
Proceeds from Initial Public Offering | $ 35,600 | ||||||
WEBER INC | Class A Common Stock | Greenshoe Shares | Blocker | |||||||
Accounting Policies [Line Items] | |||||||
Stock repurchased during the period (in shares) | shares | 300,000 | ||||||
WEBER INC | Weber LLC Units One | Greenshoe Shares | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Stock repurchased during the period (in shares) | shares | 2,300,000 | ||||||
IPO | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period (in shares) | shares | 17,900,000 | ||||||
IPO | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Payments of stock issuance costs | $ 17,400 | ||||||
IPO | Class A Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period (in shares) | shares | 17,900,000 | ||||||
Stock issued during the period in acquisitions (in shares) | shares | 17,900,000 | ||||||
IPO | LLC Units held by Weber Inc. | |||||||
Accounting Policies [Line Items] | |||||||
Proceeds from Initial Public Offering | $ 237,500 | ||||||
IPO | WEBER INC | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period in acquisitions (in shares) | shares | 17,900,000 | ||||||
Proceeds from Initial Public Offering | $ 237,500 | ||||||
IPO | WEBER INC | Weber HoldCo LLC | |||||||
Accounting Policies [Line Items] | |||||||
Payments of stock issuance costs | 17,400 | ||||||
Deferred offering costs | $ 9,200 | ||||||
IPO | WEBER INC | Class A Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Stock issued during the period in acquisitions (in shares) | shares | 17,900,000 | ||||||
Manufacturing Site | |||||||
Accounting Policies [Line Items] | |||||||
Disposal of long-lived assets | 8,300 | ||||||
Proceeds from sale of property, plant, and equipment | $ 13,500 | ||||||
Gain on disposal of assets held for sale | $ 5,200 | ||||||
Trademarks and Customer Lists | Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Useful lives (in years) | 15 years | ||||||
Trademarks and Customer Lists | Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Useful lives (in years) | 20 years | ||||||
Patents | Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Useful lives (in years) | 10 years | ||||||
Patents | Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Useful lives (in years) | 14 years | ||||||
Developed software / patented technology | |||||||
Accounting Policies [Line Items] | |||||||
Useful lives (in years) | 15 years | ||||||
Selling, general and administrative | |||||||
Accounting Policies [Line Items] | |||||||
Research and development expense | $ 42,800 | 18,200 | 12,600 | ||||
Shipping and Handling | |||||||
Accounting Policies [Line Items] | |||||||
Selling, general and administrative | $ 163,800 | $ 116,300 | $ 102,100 | ||||
[1] | Includes related party rental expense of $538, $235 and $235 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). | ||||||
[2] | Includes related party royalty expense of $268, $1,291 and zero for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Company's Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 3,262 | $ 2,858 |
Charges (credits) to the provision, net | 591 | 1,112 |
Accounts written off, net of recoveries | (1,233) | (708) |
Ending balance | $ 2,620 | $ 3,262 |
Organization and Significant _6
Organization and Significant Accounting Policies - Summary of Components of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Work-in-process and materials | $ 60,367 | $ 33,343 |
Finished products | 272,254 | 199,984 |
Total inventories, net | $ 332,621 | $ 233,327 |
Organization and Significant _7
Organization and Significant Accounting Policies - Property, Plant and Equipment, Useful Lives (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 10 years |
Minimum | Equipment and computer software | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 3 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 40 years |
Maximum | Equipment and computer software | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 15 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Detail) - USD ($) $ in Thousands | Jan. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Equity method losses | $ 6,900 | $ 1,400 | $ (4,600) | $ (1,000) | |
Increase in goodwill | (27,886) | ||||
Goodwill | 110,612 | 30,570 | $ 29,783 | ||
Net deferred tax assets | 12,622 | 480 | |||
Preferred Stock Investment | Other Long Term Assets | |||||
Business Acquisition [Line Items] | |||||
Carrying value of equity method investments | $ 18,600 | ||||
Loss Gain From Investments In Unconsolidated Affiliates | |||||
Business Acquisition [Line Items] | |||||
Equity method losses | 1,400 | ||||
June Acquisition | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 20.00% | ||||
Fair value of equity interest | 24,100 | 24,144 | |||
Increase in goodwill | 9,800 | ||||
Goodwill | $ 54,477 | ||||
Deferred tax liabilities | $ 6,600 | $ 24,500 | |||
Useful lives (in years) | 15 years 2 months 12 days | ||||
June Acquisition | Junes Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Stock acquired during period value purchase assets | $ 23,000 | ||||
June Acquisition | Junes Common Stock | |||||
Business Acquisition [Line Items] | |||||
Stock acquired during period value purchase assets | $ 1,300 | ||||
June Acquisition | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 6.00% | ||||
June Acquisition | Selling, general and administrative | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 1,200 | ||||
RMC Acquisition | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 27,120 | ||||
RMC Acquisition | Selling, general and administrative | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | 300 | ||||
RMC Acquisition | Contractual Rights | |||||
Business Acquisition [Line Items] | |||||
Net deferred tax assets | $ 400 | ||||
Useful lives (in years) | 3 years 3 months 18 days |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Composition of the Purchase Price (Detail) - USD ($) $ in Thousands | Jan. 12, 2021 | Sep. 30, 2021 |
June Acquisition | ||
Schedule of Business Combination Consideration Transferred [Line Items] | ||
Cash | $ 108,285 | |
Fair value of equity interest | $ 24,100 | 24,144 |
Settlement of existing contractual relationship | 9,776 | |
Total | 142,205 | |
RMC Acquisition | ||
Schedule of Business Combination Consideration Transferred [Line Items] | ||
Cash | 26,275 | |
Equity consideration issued by the Company (2,899 common units) | 14,582 | |
Total | $ 40,857 |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Composition of the Purchase Price - Parenthetical (Detail) | 12 Months Ended |
Sep. 30, 2021shares | |
RMC Acquisition | |
Business Acquisition [Line Items] | |
Number of shares of equity interests issued | 2,899 |
Acquisitions - Summary of the P
Acquisitions - Summary of the Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 110,612 | $ 30,570 | $ 29,783 | |
June Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 6,046 | |||
Inventory | 480 | |||
Accounts receivable | 85 | |||
Prepaid expenses and other current assets | 617 | |||
Property and equipment | 104 | |||
Intangibles | 109,700 | |||
Goodwill | 54,477 | |||
Accounts payable | (870) | |||
Accrued expenses | (3,954) | |||
Other long-term liabilities | (24,480) | |||
Total | $ 142,205 | |||
RMC Acquisition | ||||
Business Acquisition [Line Items] | ||||
Property and equipment | 432 | |||
Intangibles | 14,300 | |||
Other long-term assets | 410 | |||
Goodwill | 27,120 | |||
Accrued expenses | 1,405 | |||
Total | $ 40,857 |
Acquisitions - Summary of pre_3
Acquisitions - Summary of preliminary valuations and subject to final adjustment, allocated to intangible assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
June Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 109,700 | |
Useful lives (in years) | 15 years 2 months 12 days | |
Trade names and trademarks | June Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 17,000 | |
Useful lives (in years) | 20 years | |
Developed software / patented technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 87,000 | $ 4,500 |
Developed software / patented technology | June Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 87,000 | |
Useful lives (in years) | 15 years | |
Non-competition / restrictive covenant agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,300 | |
Non-competition / restrictive covenant agreements | June Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,700 | |
Useful lives (in years) | 3 years |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Summary of Company's Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 30,570 | $ 29,783 |
Foreign exchange | (1,555) | 787 |
Acquisitions | 81,597 | |
Ending Balance | 110,612 | 30,570 |
Americas | ||
Goodwill [Line Items] | ||
Beginning Balance | 19,219 | 19,219 |
Foreign exchange | 0 | 0 |
Acquisitions | 54,477 | |
Ending Balance | 73,696 | 19,219 |
EMEA | ||
Goodwill [Line Items] | ||
Beginning Balance | 10,722 | 9,971 |
Foreign exchange | (133) | 751 |
Acquisitions | 0 | |
Ending Balance | 10,589 | 10,722 |
APAC | ||
Goodwill [Line Items] | ||
Beginning Balance | 629 | 593 |
Foreign exchange | (1,422) | 36 |
Acquisitions | 27,120 | |
Ending Balance | $ 26,327 | $ 629 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Summary of Company's Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 618,259 | $ 500,516 |
Net Book Value | 502,078 | 395,831 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | 116,181 | 104,685 |
Net Book Value | $ 192,078 | |
Trademarks—Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 14 years 7 months 6 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 55,900 | 38,900 |
Accumulated Amortization | 8,079 | 4,935 |
Net Book Value | 47,821 | 33,965 |
Trademarks, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 365,900 | |
Net Book Value | 357,821 | 343,965 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ 8,079 | 4,935 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 9 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 91,563 | 91,388 |
Accumulated Amortization | 50,483 | 45,684 |
Net Book Value | $ 41,080 | 45,704 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 7 years 6 months | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 49,428 | 49,428 |
Accumulated Amortization | 47,389 | 46,156 |
Net Book Value | $ 2,039 | 3,272 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 5 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 4,500 | 5,700 |
Accumulated Amortization | 2,100 | 5,700 |
Net Book Value | $ 2,400 | 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 14 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 87,000 | 4,500 |
Accumulated Amortization | 4,139 | 1,650 |
Net Book Value | $ 82,861 | 2,850 |
Reacquired rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 2 years 9 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 13,568 | 600 |
Accumulated Amortization | 2,035 | 560 |
Net Book Value | $ 11,533 | 40 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 2 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 6,300 | |
Accumulated Amortization | 1,956 | |
Net Book Value | 4,344 | |
Other intangible assets, net | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 252,359 | 151,616 |
Accumulated Amortization | 108,102 | 99,750 |
Net Book Value | 144,257 | 51,866 |
Trademark—Weber | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 310,000 | 310,000 |
Intangible assets, Gross Carrying Amount | 348,900 | |
Net Book Value | $ 310,000 | $ 310,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Summary of Amortization Expense on Intangible Assets (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 20,661 |
2023 | 20,639 |
2024 | 18,584 |
2025 | 14,648 |
2026 | 14,648 |
Thereafter | 102,898 |
Total | $ 192,078 |
Goodwill and Other Intangible_5
Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 17,220 | $ 13,235 | $ 13,586 |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements - Summary of Property, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 414,872 | $ 366,053 |
Accumulated depreciation | (252,043) | (257,801) |
Total | 162,829 | 108,252 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,453 | 12,530 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44,829 | 52,985 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 79,286 | 66,166 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 238,601 | 209,033 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,156 | 17,264 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 32,547 | $ 8,075 |
Property, Equipment and Lease_4
Property, Equipment and Leasehold Improvements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 27,082 | $ 29,112 | $ 32,731 |
Amortization of capitalized software costs | 6,900 | 5,800 | $ 3,700 |
Unamortized software costs | $ 29,100 | $ 15,100 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |||
Accrued payroll and employee benefits | $ 59,035 | $ 52,041 | |
Current portion of derivative instruments | 14,688 | 9,620 | |
Current portion of operating lease liabilities | 13,040 | 11,741 | |
Other | 63,847 | 60,466 | |
Total | [1] | $ 150,610 | $ 133,868 |
[1] | Includes related party operating lease liabilities of $431 and zero at September 30, 2021 and 2020, respectively (see Note 12) . |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | Sep. 30, 2020USD ($)extension | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)extension | Sep. 30, 2019USD ($) |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract (in years) | 20 years | |||
Cash payments for operating leases | $ 14,700 | $ 14,500 | ||
Current portion of operating lease liabilities | $ 11,741 | 13,040 | 11,741 | |
Operating leases, rent expense | 14,700 | 13,900 | ||
Proceeds From Sale Leaseback Obligation | 0 | 39,500 | $ 0 | |
U.S. Manufacturing Facility | ||||
Lessee, Lease, Description [Line Items] | ||||
Carry value of assets sold under sale leaseback transaction | $ 23,000 | $ 23,000 | ||
Facility lease term (in years) | 15 years | |||
Number of extension periods | extension | 4 | 4 | ||
Extension period, term (in years) | 5 years | 5 years | ||
Annual rental payment due | $ 2,300 | |||
Sale leaseback transaction, lease terms, annual rent increase (percent) | 2.25% | |||
Proceeds From Sale Leaseback Obligation | $ 39,500 | |||
Europe Manufacturing Facility | Capital Addition Purchase Commitments | ||||
Lessee, Lease, Description [Line Items] | ||||
Long-term capital investment commitment | $ 30,300 | |||
Europe Manufacturing Facility | Poland | ||||
Lessee, Lease, Description [Line Items] | ||||
Facility lease term (in years) | 15 years | |||
Extension period, term (in years) | 5 years | |||
Annual rental payment due | $ 2,400 | |||
Sale leaseback transaction, lease terms, annual rent increase (percent) | 1.25% | |||
Payments to acquire land | $ 6,000 |
Leases - Summary of Operating o
Leases - Summary of Operating on Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | [1] | $ 66,962 | $ 48,937 |
Current operating lease liabilities | 13,040 | 11,741 | |
Non-current operating lease liabilities | [2] | $ 55,329 | $ 37,986 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses (4) | Accrued expenses (4) | |
[1] | Includes related party operating lease assets of $1,629 and $4,111 at September 30, 2021 and 2020, respectively (see Note 12). | ||
[2] | Includes related party operating lease liabilities of $1,198 and $4,139 at September 30, 2021 and 2020, respectively (see Note 12). |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Total lease costs | $ 16,804 | $ 17,585 |
Selling, general and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 13,771 | 12,739 |
Short-term lease cost | 817 | 476 |
Variable lease cost | 1,289 | 3,232 |
Cost of goods sold | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 927 | $ 1,138 |
Leases -Schedule of Weighted Av
Leases -Schedule of Weighted Average Lease Term and Discount Rates (Details) | Sep. 30, 2021 | Sep. 30, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term | 8 years | 5 years 2 months 12 days |
Weighted average discount rates | 4.49% | 3.46% |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating leases | |
2022 | $ 15,866 |
2023 | 13,106 |
2024 | 11,573 |
2025 | 9,335 |
2026 | 7,542 |
Thereafter | 27,201 |
Total lease payments | 84,623 |
Less: Effect of discounting to net present value | (16,254) |
Present value of lease liabilities | $ 68,369 |
Leases - Right -of-use Assets O
Leases - Right -of-use Assets Obtained for New Operating Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 30,100 | $ 9,146 |
Leases - Sale Leaseback Transac
Leases - Sale Leaseback Transaction (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Sale Leaseback Transaction [Line Items] | ||
Accumulated depreciation | $ (252,043) | $ (257,801) |
Total | 162,829 | 108,252 |
U.S. Manufacturing Facility | ||
Sale Leaseback Transaction [Line Items] | ||
Land | 1,580 | 1,580 |
Buildings | 29,464 | 29,464 |
Accumulated depreciation | (9,453) | (8,091) |
Total | 21,591 | 22,953 |
Current portion of financing obligation | 592 | 514 |
Long-term financing obligation | 38,394 | 38,986 |
Total financing obligation | $ 38,986 | $ 39,500 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,020,525 | |
Total debt | 1,020,525 | |
Less: current portion of long-term debt and other borrowings | (12,500) | $ (36,250) |
Long-term debt, less current portion | 984,818 | 575,659 |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 997,318 | 611,909 |
Total borrowings | 1,020,525 | 616,250 |
Deferred financing costs | (17,692) | (4,341) |
Original issue discount | (5,515) | 0 |
Total debt | 997,318 | 611,909 |
Less: current portion of long-term debt and other borrowings | (12,500) | (36,250) |
Long-term debt, less current portion | 984,818 | 575,659 |
Secured Credit Facility Term Loan, due October 2027 | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,020,525 | 0 |
Total debt | 1,020,525 | 0 |
Senior Facility, due December 2022 | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 616,250 |
Total debt | $ 0 | $ 616,250 |
Debt - Summary of Aggregate Mat
Debt - Summary of Aggregate Maturities of Long-term Debt (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Maturities of Long-term Debt [Abstract] | |
2022 | $ 12,500 |
2023 | 12,500 |
2024 | 12,500 |
2025 | 12,500 |
2026 | 12,500 |
Thereafter | 958,025 |
Total debt | $ 1,020,525 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,020,525 | $ 1,020,525 | |||
Payments of financing costs | 1,000 | 26,700 | |||
Loss from early extinguishment of debt | 5,448 | $ 0 | $ 0 | ||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Payments of financing costs | $ 25,200 | ||||
Debt instrument, unamortized discount | $ 6,300 | ||||
Term Loan | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Interest rate during the period | 3.25% | ||||
Term Loan | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Term Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Term Loan | Minimum | Fed Funds Erate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Term Loan | Minimum | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | ||||
Payments of financing costs | $ 1,500 | ||||
Line of credit facility, expiration date | Oct. 30, 2025 | ||||
Revolving loan outstanding | 0 | 0 | |||
Line of credit facility, remaining borrowing capacity | 293,600 | $ 293,600 | |||
Commitment feepercentage | 0.30% | ||||
Revolving Loan | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Revolving Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Revolving Loan | Minimum | Fed Funds Erate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Revolving Loan | Minimum | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,250,000 | ||||
Line of credit facility, maximum borrowing capacity | 300,000 | ||||
Senior Facility Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | 616,300 | ||||
Loss from early extinguishment of debt | 4,200 | ||||
Senior Facility Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Loss from early extinguishment of debt | $ 1,200 | ||||
Standby Letters of Credit | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Commitment fee amount | 30,000 | ||||
Swing Line Loans | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 25,000 | ||||
Letter of Credit | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | $ 6,400 | $ 6,400 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Company's Outstanding Interest Rate Swap Contracts (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Interest rate swap contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 1,220,000,000 | $ 410,000,000 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Foreign Currency Forward Contracts (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 28,254 | $ 5,730 |
Derivative Instruments - Summ_3
Derivative Instruments - Summary of the (Loss) Gain Recognized in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | $ 21,742 | $ (16,275) | $ (31,879) |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | 11,312 | (20,679) | (30,507) |
Cash Flow Hedging | Interest rate swap contracts | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | 11,429 | (20,490) | (30,690) |
Cash Flow Hedging | Foreign currency forward contracts | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | $ (117) | $ (189) | $ 183 |
Derivative Instruments - Summ_4
Derivative Instruments - Summary of Cash Flow Hedges (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) recognized | $ 4,404 | $ (1,372) | |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) recognized | $ 10,705 | (4,404) | 1,372 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) recognized | 10,456 | (4,347) | 1,189 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) recognized | $ 249 | $ (57) | $ 183 |
Derivative Instruments - Summ_5
Derivative Instruments - Summary of Foreign Currency (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Foreign currency forward contracts | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency forward contracts | $ 554 | $ 548 | $ (4,093) |
Derivative Instruments - Summ_6
Derivative Instruments - Summary of Derivative Instruments (Detail) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commodity index contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain on derivative | $ (7,494,000) | $ (101,000) | $ 0 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) | Oct. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Unrealized losses recorded in AOCI | $ 38,200,000 | ||
Derivative, Floor interest rate | 0.75% | ||
Derivative, Cost of hedge net of cash received | $ 0 | ||
Derivative instruments estimated gain loss net | $ 10,700,000 | ||
Interest rate swap contracts | |||
Derivative, Term of Contract | 3 years | ||
Derivative, notional amount | $ 1,220,000,000 | $ 410,000,000 | |
Hybrid Instrument [Member] | Interest rate swap contracts | |||
Derivative, notional amount | $ 500,000,000 | ||
Derivative, basis spread description | one-month LIBOR | ||
Derivative, frequency of settlement terms | monthly basis | ||
Derivative, Fixed interest rate | 2.2025% | ||
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swap contracts | |||
Derivative, notional amount | $ 360,000,000 | ||
Not Designated as Hedging Instrument, Economic Hedge [Member] | Interest rate swap contracts | |||
Derivative, notional amount | $ 360,000,000 |
Income Taxes - Components of in
Income Taxes - Components of income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (75,423) | $ 80,229 | $ 36,665 |
Foreign | 78,471 | 27,067 | 28,024 |
Total | $ 3,048 | $ 107,296 | $ 64,689 |
Income Taxes - Significant comp
Income Taxes - Significant components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Current: | |||
Federal | $ (3,743) | $ 0 | $ 0 |
State and local | 180 | 153 | 119 |
Non-United States | 19,521 | 13,214 | 13,615 |
Current | 15,958 | 13,367 | 13,734 |
Deferred: | |||
Federal | (11,032) | 0 | 0 |
State and local | (1,384) | 0 | 0 |
Non-United States | (538) | 445 | (190) |
Deferred income taxes | (12,954) | 445 | (190) |
Income tax provision (benefit) | $ 3,004 | $ 13,812 | $ 13,544 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
At U.S. Federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State income taxes | (39.60%) | 0.10% | 0.20% |
Foreign rate differential | 24.60% | 2.60% | 3.70% |
Pass-through loss (income) | 546.20% | (15.70%) | (11.90%) |
Change in valuation allowance | (454.50%) | (0.80%) | 2.30% |
Tax settlement | 0.00% | 2.90% | 0.00% |
Net uncertain tax positions | 55.20% | 1.20% | 6.50% |
Non-controlling interests | (96.20%) | 0.00% | 0.00% |
Nontaxable income | (11.90%) | 0.00% | 0.00% |
Branch income (loss) | (112.40%) | 0.00% | 0.00% |
Provision to return | (7.10%) | 0.40% | (0.20%) |
June transaction/restructuring | 202.00% | 0.00% | 0.00% |
Income tax credits | (25.10%) | 0.00% | 0.00% |
Nondeductible expenses | 5.50% | 0.10% | 0.20% |
Tax rate change | (11.30%) | 0.00% | 0.00% |
Other | 2.20% | 1.10% | (0.90%) |
Total | 98.60% | 12.90% | 20.90% |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred tax assets | |||
Net operating loss | $ 20,991 | $ 9,741 | |
Operating lease liability | 8,984 | 4,971 | |
Foreign tax credit | 5,617 | 0 | |
Investment in partnerships | 50,546 | 0 | |
Other | 6,845 | 1,152 | |
Total deferred tax assets | 92,983 | 15,864 | |
Valuation allowance | (69,245) | (9,749) | $ (10,645) |
Total deferred tax assets net of valuation allowance | 23,738 | 6,115 | |
Deferred tax liabilities | |||
Right-of-use asset | (8,984) | (4,971) | |
Other | (2,132) | (664) | |
Total deferred tax liabilities | (11,116) | (5,635) | |
Net deferred tax assets | $ 12,622 | $ 480 |
Income Taxes - Schedule of valu
Income Taxes - Schedule of valuation allowance activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2019 | |
Valuation Allowance [Roll Forward] | ||
Balance at the beginning of the period | $ 9,749 | |
Recorded to Income tax expense | 15,635 | $ 896 |
Recorded to Goodwill | (27,886) | |
Recorded to Additional paid-in capital | (47,245) | |
Balance at the end of the period | $ 69,245 | $ 10,645 |
Income Taxes - Reconciliation u
Income Taxes - Reconciliation unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 6,332 | $ 5,053 | $ 875 |
Increase associated with tax positions taken during the current year | 1,823 | 1,279 | 4,178 |
Increase associated with translation of foreign currency | 269 | 0 | 0 |
Balance, end of year | $ 8,424 | $ 6,332 | $ 5,053 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Tax Credit Carryforward [Line Items] | |||
Effective tax rate | 98.60% | 12.90% | 20.90% |
Recorded to Income tax expense | $ 3,004 | $ 13,812 | $ 13,544 |
Net tax benefit from changes in valuation allowance | (13,800) | ||
Tax benefit from foreign operations | (3,400) | ||
Tax expense on conversion of inside to outside basis difference on investments | 6,200 | ||
Deferred tax asset, net of valuation allowance for the investment in partnership | 20,900 | ||
Valuation allowance for certain deferred tax assets not expected to be realized | 69,245 | 9,749 | 10,645 |
Unrecognized tax benefits that would impact the effective tax rate | 4,300 | 2,500 | |
Unrecognized tax benefits, income tax penalties and interest expense | $ 500 | 0 | $ 0 |
Income tax receivable agreement, liability for cash tax benefits realized, percent | 85.00% | ||
Income tax receivable agreement, asset for cash tax benefits realized, percent | 15.00% | ||
Total deferred tax assets net of valuation allowance | $ 23,738 | $ 6,115 | |
Net Operating Loss and Credit Carryforward Previously Fully Reserved | |||
Tax Credit Carryforward [Line Items] | |||
Net tax benefit from changes in valuation allowance | (14,900) | ||
Changes in Reserves in Certain Foreign Subsidiaries | |||
Tax Credit Carryforward [Line Items] | |||
Net tax benefit from changes in valuation allowance | 1,100 | ||
Weber-Stephen Products LLC | |||
Tax Credit Carryforward [Line Items] | |||
Recorded to Income tax expense | $ 16,600 | ||
Weber HoldCo LLC | |||
Tax Credit Carryforward [Line Items] | |||
Reorganization Transactions (in shares) | 2,349,314 | ||
Reorganization Transactions | $ 31,200 | ||
Weber Inc. | |||
Tax Credit Carryforward [Line Items] | |||
Tax benefit of investments eliminated | (2,900) | ||
Tax receivable agreement | 9,200 | ||
Deferred tax asset on tax receivable agreement | 2,200 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 80,900 | ||
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 24,600 | ||
Tax credit carryfowards | 7,400 | ||
Foreign Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryfowards, no expiration date | 13,200 | ||
Operating loss carryforwards | 43,200 | ||
Domestic Tax Authority and State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryfowards, no expiration date | $ 26,900 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of product warranty reserves and charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Balance at beginning of the period | $ 21,909 | $ 19,515 |
Accrual for warranties issued | 13,424 | 8,128 |
Warranty settlements made | (7,792) | (5,734) |
Acquired June warranty reserve | 759 | |
Balance at the end of the period | $ 28,300 | $ 21,909 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Payment for contingent consideration liability, financing activities | $ 339 | $ 1,640 | $ 2,188 |
Contingent consideration, liability | 500 | 700 | $ 1,600 |
iDevices LLC | |||
Contingent consideration arrangements, range of outcomes, high value | 15,000 | ||
iDevices LLC | EarnOut And Development Agreement | |||
Contingent consideration arrangements, range of outcomes, low value | $ 8,000 | ||
Contingent consideration arrangements, range of outcomes, Term (in years) | 10 years | ||
Other Noncurrent Liabilities | |||
Product warranty accrual, noncurrent | $ 23,100 | 18,000 | |
Accounts Payable and Accrued Liabilities | |||
Product warranty accrual, current | $ 5,200 | $ 3,900 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Postemployment Benefits [Abstract] | |||
Employer discretionary contribution amount | $ 2.2 | $ 1.6 | $ 1.2 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating leases, rent expense | $ 14,700 | $ 13,900 | ||
Operating lease right-of-use assets | [1] | 66,962 | 48,937 | |
Non-current operating lease liabilities | [2] | 55,329 | 37,986 | |
Current operating lease liabilities | 13,040 | 11,741 | ||
Royalty receivables | 119 | 220 | ||
Prepaid royalties | 0 | 10,044 | ||
Notes receivable, related parties | 11,300 | 9,300 | ||
Interest income, related party | 47 | 56 | $ 66 | |
Royalty | ||||
Revenue from related parties | 247 | 386 | 699 | |
Royalty receivables | 100 | 200 | ||
Rental Expense | ||||
Operating leases, rent expense | 900 | 1,000 | 1,000 | |
Operating lease right-of-use assets | 0 | 4,100 | ||
Non-current operating lease liabilities | 0 | 4,100 | ||
Current operating lease liabilities | 0 | 0 | ||
Rental Expense | Australia | ||||
Operating leases, rent expense | 300 | 0 | 0 | |
Operating lease right-of-use assets | 1,600 | 0 | ||
Non-current operating lease liabilities | 1,200 | 0 | ||
Current operating lease liabilities | 400 | 0 | ||
Discount Granted As Concession | Royalty | ||||
Revenue from related parties | 100 | |||
June | ||||
Prepaid royalties | 0 | 10,000 | ||
Related party, royalty expense | 300 | 1,300 | 0 | |
Member Notes | ||||
Notes receivable, related parties | 11,300 | 9,300 | ||
Interest income, related party | $ 0 | $ 100 | $ 100 | |
[1] | Includes related party operating lease assets of $1,629 and $4,111 at September 30, 2021 and 2020, respectively (see Note 12). | |||
[2] | Includes related party operating lease liabilities of $1,198 and $4,139 at September 30, 2021 and 2020, respectively (see Note 12). |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | $ 12,274 | ||
Other long-term assets: | |||
Other long term assets,Fair Value | 27,267 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 14,688 | $ 9,620 | |
Other long-term liabilities: | |||
Other long term liabilities, fair value | 40,895 | 28,024 | |
Level 2 | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 12,274 | ||
Other long-term assets: | |||
Other long term assets,Fair Value | 27,267 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 14,688 | 9,620 | |
Other long-term liabilities: | |||
Other long term liabilities, fair value | 40,392 | 27,324 | |
Level 3 | |||
Other long-term liabilities: | |||
Other long term liabilities, fair value | 503 | 700 | |
Foreign currency forward contracts | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 134 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 223 | ||
Foreign currency forward contracts | Level 2 | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 134 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 223 | ||
Commodity index contracts | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 3,378 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 73 | ||
Other long-term liabilities: | |||
Other long term liabilities, fair value | 28 | ||
Commodity index contracts | Level 2 | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 3,378 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 73 | ||
Other long-term liabilities: | |||
Other long term liabilities, fair value | 28 | ||
Interest rate swap contracts | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 8,762 | ||
Other long-term assets: | |||
Other long term assets,Fair Value | 27,267 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 14,688 | 9,324 | |
Other long-term liabilities: | |||
Other long term liabilities, fair value | 40,392 | 27,296 | |
Interest rate swap contracts | Level 2 | |||
Prepaid expenses and other current assets: | |||
Prepaid expenses and other current assets,Fair value | 8,762 | ||
Other long-term assets: | |||
Other long term assets,Fair Value | 27,267 | ||
Accrued expenses: | |||
Accrued expenses,Fair Value | 14,688 | 9,324 | |
Other long-term liabilities: | |||
Other long term liabilities, fair value | 40,392 | 27,296 | |
Contingent consideration | |||
Other long-term liabilities: | |||
Other long term liabilities, fair value | $ 503 | 700 | |
Contingent consideration | Level 3 | |||
Other long-term liabilities: | |||
Other long term liabilities, fair value | $ 503 | $ 700 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Changes in Fair Value of the Contingent Consideration using Level 3 Assumptions (Detail) - Contingent consideration - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | $ 700 | $ 1,610 |
Royalty payments | (339) | (1,640) |
Fair value adjustments | 142 | 730 |
Balance at the end of the period | $ 503 | $ 700 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) $ / shares in Units, $ in Thousands | Sep. 30, 2021USD ($)$ / sharesshares | Aug. 05, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)tranche$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Aug. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
LLC units exchanged for each common unit | shares | 504.32 | |||||
Compensation expense | $ 126,235 | $ 4,372 | $ (1,604) | |||
Unrecognized compensation cost | $ 56,200 | 56,200 | ||||
Additional Paid-in Capital | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 102,700 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 16,033 | 4,372 | (1,604) | |||
Unrecognized compensation cost | 29,700 | $ 29,700 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 9 months 21 days | |||||
Profits interest modification | $ 19,500 | |||||
Increase in fair value associated with vested awards held by former employees | 800 | |||||
Unrecognized compensation costs that will be expensed over the remaining service periods associated with the awards | $ 20,700 | 20,700 | ||||
Fair value of RSUs vested in the period | $ 13,700 | |||||
Share price (in dollars per share) | $ / shares | $ 17.59 | $ 17.59 | ||||
Units vested (in shares) | shares | 776,544 | |||||
Units granted (in shares) | shares | 119,553 | |||||
Restricted Stock Units (RSUs) | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 16.50 | |||||
Units granted (in shares) | shares | 62,503 | |||||
Restricted Stock Units (RSUs) | Additional Paid-in Capital | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Incremental share based compensation cost | $ 9,300 | |||||
Restricted Stock Units (RSUs) | Accrued Liabilities | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Incremental share based compensation cost | 200 | |||||
Restricted Stock Units (RSUs) | Other Noncurrent Liabilities | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Incremental share based compensation cost | $ 10,000 | |||||
Listing Day Grant Awards | Eligible Empployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued in period, per eligible employee (in shares) | shares | 35 | 35 | ||||
Units granted (in shares) | shares | 57,050 | |||||
Service-Based Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 6,037 | 0 | 0 | |||
Hybrid Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 1,472 | 0 | 0 | |||
Profits Interest Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of tranches | tranche | 3 | |||||
Profits Interest Plan | Selling, general and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of RSUs vested in the period | $ 39,800 | |||||
Profits Interest Plan | Profits Interest Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of units outstanding | $ 158,900 | |||||
Profits Interest Plan | Profits Interest Units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 1 year | |||||
Units vesting, requisite service period of employee (in years) | 1 year | |||||
Profits Interest Plan | Profits Interest Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 5 years | |||||
Units vesting, requisite service period of employee (in years) | 5 years | |||||
Profits Interest Plan | Profits Interest Units | Distribution Threshold One For One Third Of Profit Interest Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution threshold amount | $ 2,000 | $ 2,000 | ||||
Profits Interest Plan | Profits Interest Units | Distribution Threshold Two For One Third Of Profit Interest Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution threshold amount | 2,500 | 2,500 | ||||
Profits Interest Plan | Profits Interest Units | Distribution Threshold Three For One Third Of Profit Interest Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution threshold amount | 3,000 | 3,000 | ||||
Profits Interest Plan | Service-Based Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of units outstanding | 152,700 | 152,700 | ||||
Unrecognized compensation cost | 39,500 | $ 39,500 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 9 months 14 days | |||||
Units granted (in shares) | shares | 7,207 | |||||
Profits Interest Plan | Service-Based Units | Vested | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of units outstanding | 42,800 | $ 42,800 | ||||
Profits Interest Plan | Hybrid Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of units outstanding | 14,200 | 14,200 | ||||
Unrecognized compensation cost | $ 9,200 | $ 9,200 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 9 months 29 days | |||||
Units granted (in shares) | shares | 3,525 | |||||
Profits Interest Plan | Hybrid Units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 1 year | |||||
Profits Interest Plan | Hybrid Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 3 years | |||||
Legacy LTIP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 3,000 | 1,100 | 500 | |||
Cash distributions | 300 | 0 | 0 | |||
Forfeitures of Legacy LTIP units, Value | $ 200 | $ 100 | $ 0 | |||
Legacy LTIP | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 3 years | |||||
Employee Stock Purchase Plan | ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase price of common stock, percent | 85.00% | |||||
Employee Stock Purchase Plan | ESPP | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 9,077,843 | 9,077,843 | ||||
Shares issued in period (in shares) | shares | 0 | |||||
Weber HoldCo LLC Units | Service-Based Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units vested (in shares) | shares | 4,347,883 | |||||
Units granted (in shares) | shares | 0 | |||||
Weber HoldCo LLC Units | Hybrid Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units vested (in shares) | shares | 0 | |||||
Units granted (in shares) | shares | 0 | |||||
Omnibus Incentive Plan 2021 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 22,694,608 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Profit Interest Units and their Corresponding Distribution Thresholds - Premodification (Detail) - Profits Interest Plan $ in Thousands | 10 Months Ended |
Aug. 04, 2021USD ($)shares | |
$1,550,000 – 1,700,000 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | $ 1,550 |
$1,550,000 – 1,700,000 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 1,700 |
$2,000,000 – 2,200,000 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 2,000 |
$2,000,000 – 2,200,000 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 2,200 |
$2,450,000 – 2,650,000 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 2,450 |
$2,450,000 – 2,650,000 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 2,650 |
$2,800,000 – 2,900,000 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | 2,800 |
$2,800,000 – 2,900,000 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold | $ | $ 2,900 |
Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 31,846 |
Service-Based Units | $1,550,000 – 1,700,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 8,213 |
Service-Based Units | $2,000,000 – 2,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 8,213 |
Service-Based Units | $2,450,000 – 2,650,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 14,245 |
Service-Based Units | $2,800,000 – 2,900,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 1,175 |
Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 3,525 |
Hybrid Units | $1,550,000 – 1,700,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 0 |
Hybrid Units | $2,000,000 – 2,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 0 |
Hybrid Units | $2,450,000 – 2,650,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 2,350 |
Hybrid Units | $2,800,000 – 2,900,000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 1,175 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Profits Interest Units Activity (Detail) - Profits Interest Plan | 12 Months Ended |
Sep. 30, 2021shares | |
Service-Based Units | |
Nonvested Units | |
Beginning balance (in shares) | 24,639 |
Units granted (in shares) | 7,207 |
Units exercised (in shares) | 0 |
Units forfeited or canceled (in shares) | 0 |
Units converted to equity awards (in shares) | (31,846) |
Ending balance (in shares) | 0 |
Vested Units | |
Units exercised (in shares) | 0 |
Service-Based Units | Vested | |
Nonvested Units | |
Units exercised (in shares) | 0 |
Vested Units | |
Beginning balance, Number of Units (in shares) | 0 |
Units vested post conversion (in shares) | 6,983 |
Units exercised (in shares) | 0 |
Units forfeited or cancelled (in shares) | 0 |
Vested units converted (in shares) | (6,983) |
Ending balance, Number of Units (in shares) | 0 |
Hybrid Units | |
Nonvested Units | |
Beginning balance (in shares) | 0 |
Units granted (in shares) | 3,525 |
Units exercised (in shares) | 0 |
Units forfeited or canceled (in shares) | 0 |
Units converted to equity awards (in shares) | (3,525) |
Ending balance (in shares) | 0 |
Vested Units | |
Units exercised (in shares) | 0 |
Hybrid Units | Vested | |
Nonvested Units | |
Units exercised (in shares) | 0 |
Vested Units | |
Beginning balance, Number of Units (in shares) | 0 |
Units vested post conversion (in shares) | 0 |
Units exercised (in shares) | 0 |
Units forfeited or cancelled (in shares) | 0 |
Vested units converted (in shares) | 0 |
Ending balance, Number of Units (in shares) | 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Units Outstanding and Distribution Threshold - Post Modification (Details) - Weber HoldCo LLC Units | 2 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 16,060,898 |
Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 1,777,770 |
$5.50 – $7.00 | Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 4,142,102 |
$5.50 – $7.00 | Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 0 |
$5.50 – $7.00 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 5.50 |
$5.50 – $7.00 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 7 |
$7.01 – $8.50 | Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 4,142,102 |
$7.01 – $8.50 | Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 0 |
$7.01 – $8.50 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 7.01 |
$7.01 – $8.50 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 8.50 |
$8.51 – $9.50 | Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 5,481,420 |
$8.51 – $9.50 | Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 1,185,180 |
$8.51 – $9.50 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 8.51 |
$8.51 – $9.50 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 9.50 |
$9.51 – $10.75 | Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 2,295,274 |
$9.51 – $10.75 | Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units outstanding (in shares) | 592,590 |
$9.51 – $10.75 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 9.51 |
$9.51 – $10.75 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Distribution threshold (in dollars per share) | $ / shares | $ 10.75 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of activity for the equity classified awards (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock Units (RSUs) | ||
Nonvested Units | ||
Beginning balance (in shares) | 0 | |
Total units converted from liability awards (in shares) | 2,743,532 | |
Units granted (in shares) | 119,553 | |
Units vested (in shares) | (776,544) | |
Units forfeited or canceled (in shares) | 0 | |
Ending balance (in shares) | 2,086,541 | 0 |
Nonvested, Weighted Average Fair Value | ||
Beginning balance, Weighted average fair value (in dollars per share) | $ 0 | |
Total units converted from liability awards, Weighted average fair value (in dollars per share) | $ 17.59 | |
Granted, Weighted average grant date fair value (in dollars per share) | 17.02 | |
Vested, Weighted average grant date fair value (in dollars per share | 17.59 | |
Forfeited, Weighted average fair value (in dollars per shares) | 0 | |
Ending Balance, Weighted average fair value (in dollars per share) | $ 17.56 | $ 0 |
Weber HoldCo LLC Units | Service-Based Units | ||
Nonvested Units | ||
Beginning balance (in shares) | 0 | |
Total units converted from liability awards (in shares) | 16,060,898 | |
Units granted (in shares) | 0 | |
Units vested (in shares) | (4,347,883) | |
Units forfeited or canceled (in shares) | 0 | |
Ending balance (in shares) | 11,713,015 | 0 |
Nonvested Serivce-Based Units, Weighted Average Exercise Price | ||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 0 | |
Total units converted from liability awards (in dollars per share) | 8.09 | |
Granted, Weighted Average Exercise Price (in dollars per share) | 0 | |
Vested, Weighted Average Exercise Price (in dollars per share) | 7.76 | |
Forfeited, Weighted Average Exercise Price (in dollars per share) | 0 | |
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | 8.21 | $ 0 |
Nonvested, Weighted Average Fair Value | ||
Beginning balance, Weighted average fair value (in dollars per share) | 0 | |
Total units converted from liability awards, Weighted average fair value (in dollars per share) | 9.02 | |
Granted, Weighted average grant date fair value (in dollars per share) | 0 | |
Vested, Weighted average grant date fair value (in dollars per share | 9.15 | |
Forfeited, Weighted average fair value (in dollars per shares) | 0 | |
Ending Balance, Weighted average fair value (in dollars per share) | $ 8.97 | $ 0 |
Weber HoldCo LLC Units | Service-Based Units | Vested | ||
Vested Service-Based Units | ||
Beginning Balance (in shares) | 0 | |
Vested units converted from liability awards (in shares) | 3,521,564 | |
Units vested post conversion (in shares) | 826,319 | |
Units exercised (in shares) | 0 | |
Units forfeited (in shares) | 0 | |
Ending Balance (in shares) | 4,347,883 | 0 |
Vested, Weighted Average Exercise Price | ||
Beginning balance, Units Vested, Weighted Average Exercise Price (in dollars per share) | $ 0 | |
Vested units converted from liability awards, Weighted average exercise price (in dollars per share | 7.62 | |
Units vested post conversion, Weighted average exercise price (in dollars per share) | 8.33 | |
Units exercised, Weighted average exercise price (in dollars per share) | 0 | |
Units forfeited or cancelled, Weighted average exercise price (in dollars per share) | 0 | |
Ending balance, Units Vested, Weighted Average Exercise Price (in dollars per share) | 7.76 | $ 0 |
Vested, Weighted Average Fair Value | ||
Beginning balance, Vested, Weighted average fair value (in dollars per share) | 0 | |
Vested units converted from liability awards, Weighted average fair value (in dollars per share) | 9.27 | |
Units vested post conversion, Weighted average fair value (in dollars per share) | 8.64 | |
Units exercised, Weighted average fair value (in dollars per share) | 0 | |
Units forfeited or cancelled, Weighted average fair value (in dollars per share) | 0 | |
Ending balance, Vested, Weighted average fair value (in dollars per share) | $ 9.15 | $ 0 |
Weber HoldCo LLC Units | Hybrid Units | ||
Nonvested Units | ||
Beginning balance (in shares) | 0 | |
Total units converted from liability awards (in shares) | 1,777,770 | |
Units granted (in shares) | 0 | |
Units vested (in shares) | 0 | |
Units forfeited or canceled (in shares) | 0 | |
Ending balance (in shares) | 1,777,770 | 0 |
Nonvested Serivce-Based Units, Weighted Average Exercise Price | ||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 0 | |
Total units converted from liability awards (in dollars per share) | 9.62 | |
Granted, Weighted Average Exercise Price (in dollars per share) | 0 | |
Vested, Weighted Average Exercise Price (in dollars per share) | 0 | |
Forfeited, Weighted Average Exercise Price (in dollars per share) | 0 | |
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | 9.62 | $ 0 |
Nonvested, Weighted Average Fair Value | ||
Beginning balance, Weighted average fair value (in dollars per share) | 0 | |
Total units converted from liability awards, Weighted average fair value (in dollars per share) | 7.88 | |
Granted, Weighted average grant date fair value (in dollars per share) | 0 | |
Vested, Weighted average grant date fair value (in dollars per share | 0 | |
Forfeited, Weighted average fair value (in dollars per shares) | 0 | |
Ending Balance, Weighted average fair value (in dollars per share) | $ 7.88 | $ 0 |
Stock-Based Compensation - Prof
Stock-Based Compensation - Profits Interest Plan Summary of Weighted Average Assumptions Used to Estimate the Fair Value of the Profits Interest Units which are Outstanding (Detail) - Profits Interest Plan | Aug. 05, 2021 |
Service-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year 1 month 28 days |
Expected volatility | 35.00% |
Expected dividend yield | 0.00% |
Service-Based Units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.06% |
Service-Based Units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.38% |
Hybrid Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year 5 months 26 days |
Expected volatility | 38.70% |
Expected dividend yield | 0.00% |
Hybrid Units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.06% |
Hybrid Units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.21% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of RSU Activitiy (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Vested, Weighted Average Grant Date Fair Value | ||
Vested, Beginning Balance, Weighted Average Grate Date Fair Value (in dollars per share) | $ 0 | |
Vested units converted, Weighted Average Grate Date Fair Value (in dollars per share) | 17.59 | |
Units vested post conversion, Weighted Average Grate Date Fair Value (in dollars per share) | 0 | |
Units settled, Weighted Average Grate Date Fair Value (in dollars per share) | 0 | |
Units forfeited or cancelled, Weighted Average Grate Date Fair Value (in dollars per share) | 0 | |
Vested, Ending Balance, Weighted Average Grate Date Fair Value (in dollars per share) | $ 17.59 | $ 0 |
Restricted Stock Units (RSUs) | ||
Nonvested Units | ||
Beginning balance (in shares) | 0 | |
Units granted (in shares) | 119,553 | |
Total units converted from liability awards (in shares) | 2,743,532 | |
Units vested (in shares) | (776,544) | |
Units forfeited or canceled (in shares) | 0 | |
Ending balance (in shares) | 2,086,541 | 0 |
Nonvested, Weighted Average Fair Value | ||
Beginning balance, Weighted average fair value (in dollars per share) | $ 0 | |
Granted, Weighted average grant date fair value (in dollars per share) | $ 17.02 | |
Vested, Weighted average grant date fair value (in dollars per share | 17.59 | |
Forfeited, Weighted average fair value (in dollars per shares) | 0 | |
Ending Balance, Weighted average fair value (in dollars per share) | $ 17.56 | $ 0 |
Vested RSUs, Number of Shares | ||
Beginning balance, Number of Units (in shares) | 0 | |
Vested units converted (in shares) | 776,544 | |
Units vested post conversion (in shares) | 0 | |
Units settled (in shares) | 0 | |
Units forfeited or cancelled (in shares) | 0 | |
Ending balance, Number of Units (in shares) | 776,544 | 0 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Stock-based Compensation Expense, by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 126,235 | $ 4,372 | $ (1,604) |
Profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 110,202 | 0 | 0 |
Service-based profits interest awards prior to modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 99,382 | 0 | 0 |
Hybrid profits interest awards prior to modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 3,311 | 0 | 0 |
Service-based profits interest awards post modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 6,037 | 0 | 0 |
Hybrid profits interest awards post modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 1,472 | 0 | 0 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 16,033 | 4,372 | (1,604) |
LTIP awards prior to modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 6,442 | 4,372 | (1,604) |
LTIP awards associated with modification | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 9,340 | 0 | 0 |
Director RSUs and Listing Day Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 251 | 0 | 0 |
Partial Recourse Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 4,900 | $ 100 | $ 200 |
Segments - Summary of Key Finan
Segments - Summary of Key Financial Performance Measures by Reportable Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | [1] | $ 1,982,406 | $ 1,525,260 | $ 1,296,210 |
Adjusted income from operations | 200,366 | 150,897 | 119,828 | |
Depreciation and amortization | 44,302 | 42,347 | 46,317 | |
Segment assets | 332,621 | 233,327 | 185,380 | |
Capital expenditures | 63,534 | 29,414 | 25,507 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted income from operations | 460,248 | 337,995 | 263,952 | |
Segment assets | 332,621 | 233,327 | ||
Operating Segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,102,294 | 880,618 | 715,153 | |
Adjusted income from operations | 203,689 | 178,079 | 133,663 | |
Depreciation and amortization | 6,646 | 690 | 2,021 | |
Segment assets | 164,905 | 120,351 | 75,356 | |
Capital expenditures | 388 | 39 | 227 | |
Operating Segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 726,124 | 541,567 | 483,914 | |
Adjusted income from operations | 221,135 | 136,547 | 109,903 | |
Depreciation and amortization | 1,633 | 1,993 | 3,257 | |
Segment assets | 104,219 | 77,477 | 71,542 | |
Capital expenditures | 548 | 6,961 | 1,002 | |
Operating Segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 153,988 | 103,075 | 97,143 | |
Adjusted income from operations | 35,424 | 23,369 | 20,386 | |
Depreciation and amortization | 3,581 | 1,225 | 1,098 | |
Segment assets | 63,497 | 35,499 | 38,482 | |
Capital expenditures | 1,849 | 1,742 | 1,234 | |
Corporate, Non-Segment | Corporate/Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted income from operations | (259,882) | (187,098) | (144,124) | |
Depreciation and amortization | 32,442 | 38,439 | 39,941 | |
Capital expenditures | $ 60,749 | $ 20,672 | $ 23,044 | |
[1] | Includes related party royalty revenue of $247, $386 and $699 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). |
Segments - Summary of Reconcili
Segments - Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | $ 200,366 | $ 150,897 | $ 119,828 | |
Unallocated net expenses | (259,882) | (187,098) | (144,124) | |
Adjustments to income before taxes | ||||
Non-cash stock compensation / LTIP and profits interest expense | (131,176) | (4,514) | 1,446 | |
Gain on disposal of assets held for sale | 5,185 | 0 | (12,568) | |
Interest income | [1] | 1,091 | 1,270 | 1,153 |
Interest expense | (66,970) | (40,357) | (45,170) | |
Loss from early extinguishment of debt | (5,448) | 0 | 0 | |
Income before taxes | 3,048 | 107,296 | 64,689 | |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | 460,248 | 337,995 | 263,952 | |
Operating Segments | Americas | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | 203,689 | 178,079 | 133,663 | |
Operating Segments | EMEA | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | 221,135 | 136,547 | 109,903 | |
Operating Segments | APAC | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | $ 35,424 | $ 23,369 | $ 20,386 | |
[1] | Includes related party interest income of $47, $56 and $66 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). |
Segments - Summary of Reconcila
Segments - Summary of Reconcilaition of Segment Assets to Total Consolidated Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Segment assets | $ 332,621 | $ 233,327 | $ 185,380 |
Total assets | 1,550,992 | 1,139,435 | |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Segment assets | 332,621 | 233,327 | |
All other | 1,218,371 | 906,108 | |
Total assets | 1,550,992 | 1,139,435 | |
Operating Segments | Americas | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Segment assets | 164,905 | 120,351 | 75,356 |
Operating Segments | EMEA | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Segment assets | 104,219 | 77,477 | $ 71,542 |
Operating Segments | APAC | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Segment assets | $ 63,497 | $ 35,499 |
Segments - Summary of Net Sales
Segments - Summary of Net Sales by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | [1] | $ 1,982,406 | $ 1,525,260 | $ 1,296,210 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 958,933 | 803,368 | 647,703 | |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 228,669 | 194,535 | 173,872 | |
All Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 794,804 | $ 527,357 | $ 474,635 | |
[1] | Includes related party royalty revenue of $247, $386 and $699 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12). |
Segments - Summary of Right-of-
Segments - Summary of Right-of-Use Assets and Property, Equipment and Leasehold Improvements by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 229,791 | $ 157,189 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 157,187 | 123,901 |
All Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 72,604 | $ 33,288 |
Segments - Narrative (Details)
Segments - Narrative (Details) - segment | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Concentration Risk [Line Items] | |||
Number of operating segments | 3 | ||
Revenue | Customer Concentration Risk | Customer One | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.00% | 16.00% | 14.00% |
Revenue | Customer Concentration Risk | Customer Two | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | 11.00% | 13.00% |
Accounts Receivable | Customer Concentration Risk | Customer One | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.00% | 19.00% | 11.00% |
Accounts Receivable | Customer Concentration Risk | Customer Two | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.00% | 8.00% | 4.00% |
Equity - Narrative (Detail)
Equity - Narrative (Detail) | Sep. 30, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | shares | 1,500,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Common stock, shares authorized (in shares) | shares | 3,000,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common stock, shares authorized (in shares) | shares | 1,500,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Net Income Per Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Aug. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | |||||
Net income | $ (48,978) | $ 5,549 | $ 88,880 | $ 50,120 | |
Less: Net income attributable to Weber Inc. prior to the IPO | $ 54,527 | 47,726 | 88,880 | 50,120 | |
Less: Net loss attributable to non-controlling interests subsequent to the IPO | $ (42,177) | (42,177) | $ 0 | $ 0 | |
Net income attributable to Weber Inc. | $ (6,801) | ||||
Denominator: | |||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 51,788,320 | ||||
Add: Effect of dilutive securities (in shares) | 0 | ||||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 51,788,320 | ||||
Loss per share of Class A common stock outstanding - basic and diluted (in dollars per share) | $ (0.13) |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Potentially Dilutive Shares Excluded from the Calculation of Diluted Loss Per Share (Detail) | 12 Months Ended |
Sep. 30, 2021shares | |
Profits interest awards | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,408,655 |
Class B Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 235,390,287 |
Director RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,787 |
Member Notes - Additional Infor
Member Notes - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Capital contribution amount | $ 14,700 | $ 500 | $ 1,000 |
Notes receivable | 11,800 | 400 | 500 |
Member notes receivable issued | $ 10,600 | 7,300 | |
Percentage of recourse provisions limt | 0.50 | ||
Share-based payment arrangement, expense | $ 126,235 | 4,372 | (1,604) |
Proceeds from member notes | 819 | ||
Total amount due from members on the notes receivable | 11,300 | 9,300 | |
Accrued interest for full recourse notes and notes receivable | 700 | 1,500 | |
Member Notes | |||
Related Party Transaction [Line Items] | |||
Share-based payment arrangement, expense | $ 4,900 | $ 100 | 200 |
Interest rate | 2.00% | 4.00% | |
Total amount due from members on the notes receivable | $ 11,300 | $ 9,300 | |
Member Notes | Partial Recourse Notes | |||
Related Party Transaction [Line Items] | |||
Proceeds from member notes | $ 9,100 | $ 0 | $ 0 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | 12 Months Ended |
Sep. 30, 2021shares | |
Noncontrolling Interest [Line Items] | |
LLC Units held by Weber Inc. (in shares) | 287,178,607 |
LLC Units and Units Held by Pre-IPO LLC Members | |
Noncontrolling Interest [Line Items] | |
Ownership Percentage | 100.00% |
LLC Units held by Weber Inc. | |
Noncontrolling Interest [Line Items] | |
LLC Units held by Weber Inc. (in shares) | 52,533,388 |
Ownership Percentage | 18.00% |
Units Held by Pre-IPO LLC Members | |
Noncontrolling Interest [Line Items] | |
LLC Units held by Weber Inc. (in shares) | 234,645,219 |
Ownership Percentage | 82.00% |
Units Held by Pre-IPO LLC Members | Partial Recourse Notes | |
Noncontrolling Interest [Line Items] | |
LLC Units held by Weber Inc. (in shares) | 1,072,849 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 03, 2021 | Aug. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||||
Notes receivable repayments | $ 819 | |||
Weber HoldCo LLC | ||||
Subsequent Event [Line Items] | ||||
Stock issued during the period (in shares) | 2,700,000 | |||
Subsequent Event | Weber HoldCo LLC | ||||
Subsequent Event [Line Items] | ||||
Distribution declared per unit (in dollars per unit) | $ 0.04 | |||
Subsequent Event | Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share (in dollars per share) | $ 0.04 | |||
Subsequent Event | Partial Recourse Member Notes | ||||
Subsequent Event [Line Items] | ||||
Notes receivable repayments | $ 10,200 | |||
Subsequent Event | Partial Recourse Member Notes | Weber LLC Units One | ||||
Subsequent Event [Line Items] | ||||
Stock issued during the period (in shares) | 1,012,012 | |||
Subsequent Event | Partial Recourse Member Notes | Class B Common Stock | ||||
Subsequent Event [Line Items] | ||||
Stock issued during the period (in shares) | 1,012,012 | |||
Subsequent Event | Full Recourse Member Notes | ||||
Subsequent Event [Line Items] | ||||
Notes receivable repayments | $ 800 |
Uncategorized Items - webr-2021
Label | Element | Value |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | us-gaap_AdjustmentToAdditionalPaidInCapitalIncomeTaxEffectFromShareBasedCompensationNet | $ 1,171,000 |
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 7,761,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 4,433,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 6,681,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 19,917,000 |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | 315,600,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 228,348,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 0 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 8,904,000 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 1,724,000 |
Members Equity, Repayments of Notes Receivable from Related Parties | webr_MembersEquityRepaymentsOfNotesReceivableFromRelatedParties | 981,000 |
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 19,516,000 |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 42,000 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 102,692,000 |
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 92,000 |
Adjustments to Additional Paid in Capital, Recognition of Payables From Tax Receivable Agreement | webr_AdjustmentsToAdditionalPaidInCapitalRecognitionOfPayablesFromTaxReceivableAgreement | 7,065,000 |
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 4,941,000 |
Members' Equity, Repurchase of Members' Interest | webr_MembersEquityRepurchaseOfMembersInterest | 188,860,000 |
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | 12,094,000 |
Issuance Of Shares In Connection With Acquisition Value | webr_IssuanceOfSharesInConnectionWithAcquisitionValue | 14,582,000 |
Adjustments to Additional Paid in Capital, Interest Income on Notes Receivable | webr_AdjustmentsToAdditionalPaidInCapitalInterestIncomeOnNotesReceivable | 5,000 |
Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 22,327,000 |
Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 13,300,000 |
Greenshoe Shares, Other [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 22,327,000 |
Greenshoe Shares [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 13,300,000 |
Noncontrolling Interest [Member] | ||
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 6,341,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | (390,054,000) |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | (212,698,000) |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 1,472,000 |
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 15,946,000 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 84,747,000 |
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 75,000 |
Derivative, Gain (Loss) on Derivative, Net | us-gaap_DerivativeGainLossOnDerivativeNet | 3,784,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (4,484,000) |
Adjustments to Additional Paid in Capital, Interest Income on Notes Receivable | webr_AdjustmentsToAdditionalPaidInCapitalInterestIncomeOnNotesReceivable | 4,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (42,177,000) |
Noncontrolling Interest [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | (686,000) |
Noncontrolling Interest [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | (387,000) |
Additional Paid-in Capital [Member] | ||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | us-gaap_AdjustmentToAdditionalPaidInCapitalIncomeTaxEffectFromShareBasedCompensationNet | 1,171,000 |
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 1,420,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | (27,210,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 228,330,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 209,912,000 |
Dividends | us-gaap_Dividends | (845,000) |
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 3,570,000 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 17,945,000 |
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 17,000 |
Adjustments to Additional Paid in Capital, Recognition of Payables From Tax Receivable Agreement | webr_AdjustmentsToAdditionalPaidInCapitalRecognitionOfPayablesFromTaxReceivableAgreement | 7,065,000 |
Adjustments to Additional Paid in Capital, Interest Income on Notes Receivable | webr_AdjustmentsToAdditionalPaidInCapitalInterestIncomeOnNotesReceivable | 1,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 22,752,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 13,531,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares, Other [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 22,325,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 13,299,000 |
Retained Earnings [Member] | ||
Dividends | us-gaap_Dividends | 845,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (6,801,000) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 23,207,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 1,443,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (867,000) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 2,082,000 |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 135,000 |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 81,000 |
Member Units [Member] | ||
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 392,345,000 |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | 315,600,000 |
Members Equity, Repayments of Notes Receivable from Related Parties | webr_MembersEquityRepaymentsOfNotesReceivableFromRelatedParties | 981,000 |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 42,000 |
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 4,941,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 54,527,000 |
Members' Equity, Repurchase of Members' Interest | webr_MembersEquityRepurchaseOfMembersInterest | 188,860,000 |
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | 12,094,000 |
Issuance Of Shares In Connection With Acquisition Value | webr_IssuanceOfSharesInConnectionWithAcquisitionValue | 14,582,000 |
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 649,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 6,681,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 21,595,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 1,343,000 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 8,904,000 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 252,000 |
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 126,000 |
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 75,000 |
Common Class A [Member] | Common Stock [Member] | ||
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 32,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 18,000 |
Shares Issued During Period, Shares, Reorganization Transaction | webr_SharesIssuedDuringPeriodSharesReorganizationTransaction | 32,326,931 |
Common Class A [Member] | Common Stock [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (206,333) |
Common Class A [Member] | Common Stock [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (122,924) |
Common Class A [Member] | Common Stock [Member] | Greenshoe Shares, Other [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 2,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 1,678,571 |
Common Class A [Member] | Common Stock [Member] | Greenshoe Shares [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 1,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 1,000,000 |
Common Class B [Member] | Common Stock [Member] | ||
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | $ 2,000 |
Shares Issued During Period, Shares, Reorganization Transaction | webr_SharesIssuedDuringPeriodSharesReorganizationTransaction | 235,921,684 |
Common Class B [Member] | Common Stock [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (1,472,238) |
Common Class B [Member] | Common Stock [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (877,076) |