Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Nov. 30, 2022 | Mar. 31, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2022 | ||
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 | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 294 | ||
Documents Incorporated by Reference | Portions of the Weber Inc. 2023 definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after September 30, 2022, are incorporated by reference in Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001857951 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 53,738,392 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 234,476,377 |
Audit Information
Audit Information | 12 Months Ended |
Sep. 30, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Chicago, Illinois |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 24,568 | $ 107,517 | |
Accounts receivable, less allowances | [1] | 54,667 | 138,683 |
Inventories, net | 339,503 | 332,621 | |
Prepaid expenses and other current assets | 91,009 | 68,236 | |
Total current assets | 509,747 | 647,057 | |
Property, equipment and leasehold improvements, net | 211,256 | 162,829 | |
Operating lease right-of-use assets | [2] | 71,879 | 66,962 |
Other long-term assets | 72,732 | 61,454 | |
Trademarks, net | 354,435 | 357,821 | |
Other intangible assets, net | 123,783 | 144,257 | |
Goodwill | 104,142 | 110,612 | |
Total assets | 1,447,974 | 1,550,992 | |
Current liabilities: | |||
Trade accounts payable | 158,298 | 330,669 | |
Accrued expenses | [3] | 122,656 | 150,610 |
Income taxes payable | 5,788 | 4,823 | |
Current portion of long-term debt and other borrowings | 186,910 | 12,500 | |
Current portion of long-term financing obligation | 675 | 592 | |
Total current liabilities | 474,327 | 499,194 | |
Long-term debt, less current portion | 1,213,235 | 984,818 | |
Long-term financing obligation, less current portion | 37,719 | 38,394 | |
Non-current operating lease liabilities | [4] | 60,544 | 55,329 |
Tax Receivable Agreement liability | 0 | 9,226 | |
Other long-term liabilities | 74,085 | 85,376 | |
Total liabilities | 1,859,910 | 1,672,337 | |
Commitments and contingencies | |||
Preferred Stock, $0.0001 par value - 1,500,000,000 shares authorized, zero shares issued and outstanding as of both September 30, 2022 and 2021 | 0 | 0 | |
Additional paid-in capital | 15,735 | 6,109 | |
Accumulated other comprehensive loss | (4,762) | (9,280) | |
Retained earnings (deficit) | (87,851) | (7,646) | |
Total Weber Inc. equity (deficit) | (76,823) | (10,762) | |
Noncontrolling interests | (335,113) | (110,583) | |
Total equity (deficit) | (411,936) | (121,345) | |
Total liabilities and equity (deficit) | 1,447,974 | 1,550,992 | |
Class A Common Stock | |||
Current liabilities: | |||
Common stock | 53 | 53 | |
Class B common stock | |||
Current liabilities: | |||
Common stock | $ 2 | $ 2 | |
[1] Includes related party royalty receivables of $50 and $119 at September 30, 2022 and 2021, respectively (see Note 12). Includes related party operating lease assets of $1,074 and $1,629 Includes related party operating lease liabilities of $365 and $431 at September 30, 2022 and 2021, respectively (see Note 12). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Class of Stock and Related Party Balances [Line Items] | ||
Common stock, shares outstanding (in shares) | 53,102,598 | 52,533,388 |
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 | $ 50 | $ 119 |
Related party operating lease, asset | 1,074 | 1,629 |
Related party operating lease, liabilities, current | 365 | 431 |
Related party operating lease, liabilities, noncurrent | $ 738 | $ 1,198 |
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) | 53,102,598 | 52,533,388 |
Common stock, shares outstanding (in shares) | 53,102,598 | 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) | 234,506,636 | 233,572,370 |
Common stock, shares outstanding (in shares) | 234,506,636 | 233,572,370 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | ||||
Net sales | [1] | $ 1,586,459 | $ 1,982,406 | $ 1,525,260 |
Cost of goods sold | [2] | 1,152,388 | 1,157,189 | 915,586 |
Gross profit | 434,071 | 825,217 | 609,674 | |
Operating expenses: | ||||
Selling, general and administrative expense | [3],[4] | 584,631 | 738,830 | 444,975 |
Amortization of intangible assets | 20,605 | 17,220 | 13,235 | |
Restructuring costs | 22,445 | 0 | 0 | |
Gain on disposal of assets held for sale | 0 | (5,185) | 0 | |
(Loss) income from operations | (193,610) | 74,352 | 151,464 | |
Foreign currency loss (gain) | 31,893 | (23) | 5,081 | |
Interest expense, net | [5] | 75,623 | 65,879 | 39,087 |
Gain on Tax Receivable Agreement liability remeasurement | (9,226) | 0 | 0 | |
Loss from early extinguishment of debt | 0 | 5,448 | 0 | |
Other expense | 502 | 0 | 0 | |
(Loss) income before taxes | (292,402) | 3,048 | 107,296 | |
Income tax expense | 37,578 | 3,004 | 13,812 | |
(Gain) loss from investments in unconsolidated affiliates | 0 | (5,505) | 4,604 | |
Net (loss) income | (329,980) | 5,549 | 88,880 | |
Net loss attributable to noncontrolling interests | (256,392) | (42,177) | 0 | |
Net (loss) income attributable to Weber Inc. | $ (73,588) | $ 47,726 | $ 88,880 | |
Earnings (loss) per share of Class A common stock | ||||
Basic (in dollars per share) | [6] | $ (1.37) | $ (0.13) | |
Diluted (in dollars per share) | [6] | $ (1.37) | $ (0.13) | |
Weighted average shares outstanding | ||||
Basic (in shares) | 53,539,619 | 51,788,320 | ||
Diluted (in shares) | 53,539,619 | 51,788,320 | ||
[1]Includes related party royalty revenue of $493, $247 and $386 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[2]Includes related party rental expense of zero, $676 and $718 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[3]Includes related party compensation expense of $420, zero and zero for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[4]Includes related party rental expense of $665, $538 and $235 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[5]Includes related party interest income of $3, $47 and $56 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[6]Basic and diluted earnings (loss) per share in fiscal year 2021 represent only the period from August 5, 2021 to September 30, 2021 (see Note 18). |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related party interest income | $ 3 | $ 47 | $ 56 |
Rental Expense | |||
Related party rental expense | 0 | 676 | 718 |
Related party royalty expense | 665 | 538 | 235 |
Compensation Expense | |||
Related party compensation expense | 420 | 0 | 0 |
Royalty | |||
Revenue from related parties | $ 493 | $ 247 | $ 386 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (329,980) | $ 5,549 | $ 88,880 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments, net of income tax benefit of zero, $137 and zero | (42,728) | (3,269) | 19,956 |
Gain (loss) on derivative instruments, net of income tax of zero, $275 and zero | 67,302 | 21,742 | (16,275) |
Comprehensive (loss) income | (305,406) | 24,022 | 92,561 |
Less: Comprehensive loss attributable to noncontrolling interests | (236,336) | (39,530) | 0 |
Comprehensive (loss) income attributable to Weber Inc. | $ (69,070) | $ 63,552 | $ 92,561 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency Translation adjustment, income tax benefit | $ 0 | $ 137 | $ 0 |
Gain (loss) on derivative instrument, Income tax expense | $ 0 | $ 275 | $ 0 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Deficit) - USD ($) | Total | Class A Common Stock | Class B common stock | Members Equity (Deficit) | Common Stock Class A Common Stock | Common Stock Class B common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) Cumulative Translation Adjustments | Accumulated Other Comprehensive (Loss) Income Unrealized Gain (Loss) on Derivative Instruments | Retained Earnings (Deficit) | Noncontrolling Interest | Preferred Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (43,548,000) | $ 25,032,000 | $ (28,455,000) | $ (40,125,000) | $ 0 | $ 0 | ||||||
Net (loss) income | 5,549,000 | |||||||||||
Foreign currency translation adjustments, net of income tax benefit of zero, $137 and zero | (3,269,000) | |||||||||||
Less: Net income attributable to Weber Inc. prior to the IPO | 47,726,000 | |||||||||||
Interest Income, Related Party | $ (47,000) | |||||||||||
Ending Balance at Sep. 30, 2021 | 0 | |||||||||||
Ending Balance, Post Reorganization Transaction (in Shares) at Sep. 30, 2021 | 52,533,388 | 52,533,388 | 233,572,370 | 233,572,370 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (121,345,000) | $ 53,000 | $ 2,000 | $ 6,109,000 | (5,692,000) | (3,588,000) | (7,646,000) | (110,583,000) | $ 0 | |||
Repayment of member notes | 11,350,000 | $ 1,072,849 | 2,077,000 | 9,273,000 | ||||||||
Stock issued during the period (in shares) | 309,381 | |||||||||||
Issuance of Class A Common stock in connection with IPO, net of issuance costs | (1,509,000) | (1,509,000) | ||||||||||
Conversion of paired interests (in shares) | 138,583 | (138,583) | ||||||||||
Issuance of Class A shares under Employee Stock Purchase Plan (in shares) | 121,246 | |||||||||||
Issuance of Class A shares under Employee Stock Purchase Plan | 743,000 | 743,000 | ||||||||||
Net (loss) income | (329,980,000) | (73,588,000) | (256,392,000) | |||||||||
Interest income on notes receivable | (3,000) | (3,000) | ||||||||||
Distribution to equity holders | (6,617,000) | (6,617,000) | ||||||||||
Noncontrolling interests adjustment for issuance of new LLC units associated with IPO and distribution of proceeds from IPO to HoldCo | (34,548,000) | (34,548,000) | ||||||||||
Stock-based compensation | 45,399,000 | 8,318,000 | 37,081,000 | |||||||||
Foreign currency translation adjustments, net of income tax benefit of zero, $137 and zero | (42,728,000) | (7,872,000) | (34,856,000) | |||||||||
Gain on derivative instruments | 58,608,000 | 10,792,000 | 47,816,000 | |||||||||
Reclassification of realized loss on derivative instruments to net income | 8,694,000 | 1,598,000 | 7,096,000 | |||||||||
Less: Net income attributable to Weber Inc. prior to the IPO | (73,588,000) | |||||||||||
Interest Income, Related Party | $ (3,000) | |||||||||||
Ending Balance at Sep. 30, 2022 | $ 0 | |||||||||||
Ending Balance, Post Reorganization Transaction (in Shares) at Sep. 30, 2022 | 53,102,598 | 53,102,598 | 234,506,636 | 234,506,636 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (411,936,000) | $ 53,000 | $ 2,000 | $ 15,735,000 | $ (13,564,000) | $ 8,802,000 | $ (87,851,000) | $ (335,113,000) | $ 0 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Deficit) (Parenthetical) $ in Thousands | Aug. 05, 2021 USD ($) |
Equity [Abstract] | |
Issuance costs | $ 21,348 |
Deferred tax expense | $ 2,161 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | |||
Net (loss) income | $ (329,980) | $ 5,549 | $ 88,880 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Provision for depreciation | 40,729 | 27,082 | 29,112 |
Provision for amortization of intangible assets | 20,605 | 17,220 | 13,235 |
Provision for amortization of deferred financing costs | 4,966 | 3,803 | 2,935 |
Deferred income tax expense (benefit) | 20,447 | (12,954) | 445 |
Stock/unit-based compensation | 45,399 | 131,176 | 4,514 |
Gain on Tax Receivable Agreement liability remeasurement | (9,226) | 0 | 0 |
(Gain) loss from investments in unconsolidated affiliates | 0 | (5,505) | 4,604 |
Gain on disposal of assets held for sale | 0 | (5,185) | 0 |
Loss from early extinguishment of debt | 0 | 5,448 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable | 51,204 | (7,320) | (25,511) |
Inventories | (44,125) | (99,506) | (44,179) |
Prepaid expenses and other current assets | (13,668) | (25,227) | (16,711) |
Trade accounts payable | (153,883) | 12,996 | 196,213 |
Accrued expenses | (11,062) | (1,701) | 52,115 |
Income taxes payable | 2,052 | (4,189) | 4,193 |
Other | 13,406 | 12,404 | (4,667) |
Net cash (used in) provided by operating activities | (363,136) | 54,091 | 305,178 |
Investing activities | |||
Proceeds from disposal of property, equipment and leasehold improvements | 19 | 14,029 | 7,207 |
Additions to property, equipment and leasehold improvements | (100,928) | (63,534) | (29,414) |
Payments for acquisitions | 0 | (128,514) | 0 |
Net cash used in investing activities | (100,909) | (178,019) | (22,207) |
Financing activities | |||
Proceeds from issuance of long-term debt | 250,000 | 1,250,000 | 0 |
Payments for deferred financing costs | (9,700) | (27,703) | (3,233) |
Payments for capitalized offering costs | (2,109) | (7,043) | 0 |
Interest rate swap settlement payments | (5,862) | (5,380) | 0 |
Proceeds from contribution of capital, net | 11,346 | 13,075 | 125 |
Proceeds from Initial Public Offering | 0 | 237,500 | 0 |
Proceeds received from Greenshoe option | 0 | 35,627 | 0 |
Repurchase of Class A shares and LLC units | 0 | (35,627) | 0 |
Repurchase of members’ interests | 0 | (188,860) | 0 |
Dividends paid | (6,401) | 0 | 0 |
Members’ distributions | (34,548) | (315,508) | (17,042) |
Proceeds from financing obligation | 0 | 0 | 39,500 |
Borrowings from revolving credit facility | 965,500 | 217,000 | 497,462 |
Payments on revolving credit facility | (798,500) | (217,000) | (674,162) |
Proceeds from other borrowings | 4,910 | 0 | 0 |
Payments of long-term debt | (13,750) | (845,725) | (33,550) |
Payment for the acquired Q Grill Trademark | 0 | 0 | (18,000) |
Shares withheld to satisfy employee tax obligations | (1,509) | 0 | 0 |
Other financing activities | (902) | (853) | (4,340) |
Net cash provided by (used in) financing activities | 358,475 | 109,503 | (213,240) |
Effect of exchange rate changes on cash and cash equivalents | 22,621 | (1,850) | 9,396 |
(Decrease) increase in cash and cash equivalents | (82,949) | (16,275) | 79,127 |
Cash and cash equivalents at beginning of period | 107,517 | 123,792 | 44,665 |
Cash and cash equivalents at end of period | 24,568 | 107,517 | 123,792 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 66,082 | 56,456 | 43,095 |
Cash paid for income taxes, net of refunds of $316, $4,336 and $730, respectively | 17,280 | 20,517 | 10,295 |
Supplemental disclosures of non-cash investing and financing information: | |||
Property and equipment included in accounts payable and accrued expenses | 26,407 | 32,561 | 5,517 |
Capitalized offering costs included in accounts payable and accrued expenses | 0 | 2,109 | 0 |
Settlement of existing relationship through business combination | 0 | 9,776 | 0 |
Issuance of common units for business acquisition | $ 0 | $ 14,582 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | |||
Proceeds from income tax refunds | $ 316 | $ 4,336 | $ 730 |
General
General | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
General | 1. General Description of Business Weber Inc. (“Weber,” “Company,” “we,” and “our”), together with its subsidiaries, 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.” Organization Weber Inc., 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 Company's IPO in August 2021, Weber Inc. is a holding company and its primary 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 other associated transactions (collectively referred to as the “Reorganization Transactions”) that are further discussed in Note 16, Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as the primary operating company. Consolidation and Basis of Presentation 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. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. 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. Noncontrolling interests reflect the entitlement of the owners of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO (“Pre-IPO LLC Members”) to a portion of Weber HoldCo LLC’s net (loss) income. 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 $164.0 million, $163.8 million and $116.3 million for the fiscal years ended September 30, 2022, 2021 and 2020, 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 Sales of Accounts Receivable In March 2022, the Company entered into an agreement to sell certain trade accounts receivable to a third party financial institution (“Receivables Purchase Agreement”). The Receivables Purchase Agreement results in the transfer of the trade accounts receivable and associated risks to the third party and provides the third party with the full benefits and burdens of ownership in exchange for cash proceeds to the Company. The trade accounts receivable transferred were accounted for as sales of receivables as they had satisfied the required criteria under Accounting Standards Codification (“ASC”) 860, Transfers and Servicing , and were de-recognized from the Company’s consolidated balance sheets. The maximum receivables that may be sold under the Receivables Purchase Agreement at any time is $235.0 million. As of June 30, 2022, the third party under the Receivables Purchase Agreement informed the Company that, as permitted by the terms of the agreement, it would not be purchasing trade accounts receivable for an unspecified period of time. There can be no assurance that the third party will begin purchasing trade accounts receivable in the near term, or at all. The Company had no retained interest in the trade accounts receivable sold, however, the Company did have collection and administrative responsibilities for the sold trade accounts receivable. The Company had not recorded any servicing assets or liabilities as of September 30, 2022 in conjunction with the Receivables Purchase Agreement as the fair value of these servicing arrangements and fees earned were not material. Trade accounts receivable sold under the Receivables Purchase Agreement were $141.8 million for the fiscal year ended September 30, 2022. There were no trade accounts receivable sold that remained outstanding as of September 30, 2022. The net proceeds received during the fiscal year ended September 30, 2022 were included in Net cash (used in) provided by operating activities in the consolidated statements of cash flows. The difference between the carrying amount of the trade accounts receivable sold and the sum of the cash received was $0.5 million for the fiscal year ended September 30, 2022 and was recorded as a loss on sale of receivables in Other expense in the consolidated statements of operations. There were no sales of accounts receivable in the fiscal years ended September 30, 2021 or 2020. Allowance for Expected Credit Losses 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, 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 Charges (credits) to the provision, net 1,046 Accounts written off, net of recoveries (64) Balance at September 30, 2022 $ 3,602 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), primarily 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, 2022 2021 (dollars in thousands) Work-in-process and materials $ 68,186 $ 60,367 Finished products 271,317 272,254 Total inventories, net $ 339,503 $ 332,621 Prepaid expenses and other current assets The components of prepaid expenses and other current assets are as follows: September 30, 2022 2021 (dollars in thousands) Value added taxes receivable $ 30,407 $ 14,572 Current portion of derivative instruments 22,277 12,274 Other 38,325 41,390 Total prepaid expenses and other current assets $ 91,009 $ 68,236 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 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 2 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 operations. 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 (loss) income. Income Taxes Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. 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 evaluates the technical merits of its income tax positions and establishes unrecognized income tax benefits for uncertain tax positions when deemed appropriate. The Company’s practice is to recognize interest and penalties related to income tax matters in Income tax expense in the consolidated statements of operations. See Note 9 for further information. Derivative Instruments The Company uses interest rate swap contracts to reduce its exposure to fluctuations in interest rates. The Company also enters 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 loss (gain). The Company uses 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 (loss) income 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, 2022, 2021 or 2020. 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 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. 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. Forfeitures are accounted for as they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The costs of equity awards are recorded to Additional paid-in capital on the consolidated balance sheets. Unit-Based Compensation Prior to the Company's IPO, the Company granted unit-based awards to certain employees, including profits interest units and Pre-IPO Management Incentive Compensation Plan (“Legacy LTIP”) awards. As described within the Change in Accounting Principle section below, the Company changed its methodology for valuing the profits interest units and Legacy LTIP awards from the intrinsic value methodology to fair value during the fiscal year ended September 30, 2021. Both awards were also modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021, and 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 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. 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. The value of the Legacy LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of the Board of Directors and was remeasured at each reporting period. 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 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 operations. The Company incurred advertising expenses of $71.4 million, $110.1 million and $68.7 million for the fiscal years ended September 30, 2022, 2021 and 2020, 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 operations. The Company incurred research and development expenses of $49.7 million, $42.8 million and $18.2 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Change in Accounting Principle In anticipation of becoming a public company, as defined in ASC 718, Compensation—Stock Compensation, the Company changed its methodology for valuing the profits interest units and Legacy LTIP awards during the fiscal year ended September 30, 2021. Profits interest units and Legacy 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 for nonpublic entities. 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 Legacy 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. New Accounting Pronouncements Issued but Not Yet Adopted In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. This guidance is not expected to have a material impact on our consolidated financial statements. No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 2. 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, 2022 and 2021 were as follows: Americas EMEA APAC Total (dollars in thousands) 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 Acquisitions (1) (1,284) — — (1,284) Foreign exchange — (1,624) (3,562) (5,186) Balance as of September 30, 2022 $ 72,412 $ 8,965 $ 22,765 $ 104,142 _____________ (1) Represents a measurement period adjustment related to the June acquisition resulting from a change in the fair value of a liability. The Company evaluates goodwill and indefinite-lived intangible assets 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. During the quarter ended June 30, 2022, the Company determined that a triggering event had occurred given the negative impact to its operating results from the current macroeconomic environment, including inflation, foreign exchange fluctuations, supply chain disruptions and higher freight and fuel costs. Accordingly, the Company performed a quantitative assessment for all reporting units, which compared the reporting units’ fair values to their respective carrying values. The assessment included estimates of future revenue, future cash flows and applicable discount rates. The Company determined that no impairment charge was required with respect to goodwill and indefinite-lived intangible assets as a result of this quantitative assessment and for the fiscal year ended September 30, 2022. Additionally, no indicators of impairment for other intangible assets subject to amortization were identified during the fiscal year ended September 30, 2022. During the fiscal year ended September 30, 2021, the Company performed a qualitative assessment of its goodwill and indefinite-lived intangible assets and noted no impairment. Additionally, no indicators of impairment for other intangible assets subject to amortization were identified during the fiscal year ended September 30, 2021. The Company’s intangible assets consist of the following: September 30, 2022 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 13.6 55,900 (11,465) 44,435 Trademarks, net 365,900 (11,465) 354,435 Customer lists 8.2 89,215 (55,279) 33,936 Patents 7.1 3,428 (1,647) 1,781 In-process research and development 4.3 4,500 (2,550) 1,950 Developed technology 13.3 87,000 (9,939) 77,061 Reacquired rights 1.8 12,019 (5,408) 6,611 Non-compete agreement 1.3 5,700 (3,256) 2,444 Other intangible assets, net 201,862 (78,079) 123,783 Total $ 567,762 $ (89,544) $ 478,218 September 30, 2021 Gross Carrying Accumulated Amortization Net Book (dollars in thousands) Trademark—Weber $ 310,000 $ — $ 310,000 Trademarks—Other 55,900 (8,079) 47,821 Trademarks, net 365,900 (8,079) 357,821 Customer lists 91,563 (50,483) 41,080 Patents 49,428 (47,389) 2,039 In-Process research and development 4,500 (2,100) 2,400 Developed technology 87,000 (4,139) 82,861 Reacquired rights 13,568 (2,035) 11,533 Non-compete agreement 6,300 (1,956) 4,344 Other intangible assets, net 252,359 (108,102) 144,257 Total $ 618,259 $ (116,181) $ 502,078 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): 2023 $ 20,191 2024 18,229 2025 14,680 2026 14,680 2027 14,380 Thereafter 86,058 Total $ 168,218 Total amortization expense for the Company’s intangible assets was $20.6 million, $17.2 million and $13.2 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Leasehold Improvements | 3. Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements, net consists of the following: September 30, 2022 2021 (dollars in thousands) Land $ 6,469 $ 6,453 Buildings 59,461 44,829 Computer equipment and software 98,637 79,286 Equipment 254,112 238,601 Leasehold improvements 13,752 13,156 Construction-in-progress 59,131 32,547 Gross carrying amount 491,562 414,872 Accumulated depreciation (280,306) (252,043) Total $ 211,256 $ 162,829 Depreciation expense amounted to $40.7 million, $27.1 million and $29.1 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively, of which $10.9 million, $6.9 million and $5.8 million related to the amortization of capitalized software costs, respectively. Unamortized software costs were $54.0 million and $29.1 million as of September 30, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following: September 30, 2022 2021 (dollars in thousands) Accrued payroll and employee benefits $ 20,696 $ 59,035 Accrued restructuring costs 17,587 — Current portion of derivative instruments 10,652 14,688 Current portion of operating lease liabilities 12,669 13,040 Other (1) 61,052 63,847 Total $ 122,656 $ 150,610 _____________ (1) Other includes items for accruals such as commissions, freight and distribution costs and taxes. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 5. Restructuring Costs The Company's Board of Directors approved a restructuring plan in the fourth quarter of fiscal year 2022 as part of a cost-saving plan to preserve liquidity, expand gross margins and reduce selling, general and administrative costs. The restructuring plan included the termination of certain senior executives, a workforce reduction of non-manufacturing and distribution headcount, the termination of certain contracts and the disposal of certain other assets. The Company expects to substantially complete the restructuring plan by the first quarter of fiscal year 2023. Under the restructuring plan, the Company incurred total pre-tax charges of $22.4 million, which were recorded in Restructuring costs on the consolidated statements of operations in the fourth quarter of fiscal year 2022. Of these total charges, $12.8 million relates to severance and other termination-related benefits, $5.2 million relates to contract termination costs and $4.4 million relates to certain asset disposals. Of these total costs, $18.0 million is expected to be paid in cash. The accrued restructuring costs balance of $17.6 million is included in Accrued expenses on our consolidated balance sheets as of September 30, 2022. The accrued restructuring costs balance relates to cash payments for severance and other termination-related benefits that will occur over the salary-continuation period (generally of 12 months or less) and the Company’s estimate of potential obligations related to certain contract terminations. The following table summarizes accrued restructuring costs activity: Severance and Other Termination-Related Benefits Contract Termination Costs Asset Disposals Total (dollars in thousands) Balance as of September 30, 2021 $ — $ — $ — $ — Charges, net (1) 12,872 5,151 4,422 22,445 Cash payments and reserve usage (436) — (4,422) (4,858) Balance as of September 30, 2022 $ 12,436 $ 5,151 $ — $ 17,587 |
Leases
Leases | 12 Months Ended |
Sep. 30, 2022 | |
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 18 years, inclusive of renewal options the Company is reasonably certain of exercising. The Company's finance leases are not material. 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. Our lease payments are largely fixed. Variable lease payments exist in circumstances such as our payments for a proportionate share of 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 2022 2021 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 71,879 $ 66,962 Current operating lease liabilities Accrued expenses $ 12,669 $ 13,040 Non-current operating lease liabilities Non-current operating lease liabilities $ 60,544 $ 55,329 The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2022 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,911 $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 3,478 927 1,138 Short-term lease cost Selling, general and administrative 706 817 476 Variable lease cost Selling, general and administrative 2,434 1,289 3,232 Total lease costs $ 20,529 $ 16,804 $ 17,585 For the fiscal years ended September 30, 2022, 2021 and 2020 cash payments for operating leases were $16.6 million, $14.7 million and $14.5 million and operating lease expense was $17.4 million, $14.7 million and $13.9 million, respectively. The following table presents lease terms and discount rates: September 30, 2022 2021 Weighted average remaining lease term 8.0 years 8.0 years Weighted average discount rates 5.22 % 4.49 % At September 30, 2022, future lease payments under operating leases were as follows (dollars in thousands): 2023 $ 16,558 2024 15,126 2025 12,715 2026 10,451 2027 7,720 Thereafter 29,801 Total lease payments 92,371 Less: Effect of discounting to net present value 19,158 Present value of lease liabilities $ 73,213 The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2022 2021 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,378 $ 30,100 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. In September 2020, the Company entered into a sale-leaseback transaction related to its U.S. Manufacturing Facility, for which a sale was determined not to have occurred. The transaction was accounted for as a financing arrangement, with the cash proceeds of $39.5 million being offset by a financing obligation liability. The Company leased the facility for a term of 15 years with options to extend the lease for four additional periods of 5 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. The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction were as follows: September 30, 2022 2021 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (10,816) (9,453) Carrying value of net assets $ 20,228 $ 21,591 Current portion of financing obligation $ 675 $ 592 Long-term financing obligation 37,719 38,394 Total financing obligation $ 38,394 $ 38,986 Europe Manufacturing Facility Expansion In October 2021, the Company executed an agreement to expand the Europe Manufacturing Facility in Poland. The Company did not control the asset under construction, and was therefore not deemed the accounting owner of the asset under construction. Upon lease commencement, the Company recorded an operating lease right-of-use asset and an operating lease liability. |
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 18 years, inclusive of renewal options the Company is reasonably certain of exercising. The Company's finance leases are not material. 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. Our lease payments are largely fixed. Variable lease payments exist in circumstances such as our payments for a proportionate share of 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 2022 2021 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 71,879 $ 66,962 Current operating lease liabilities Accrued expenses $ 12,669 $ 13,040 Non-current operating lease liabilities Non-current operating lease liabilities $ 60,544 $ 55,329 The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2022 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,911 $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 3,478 927 1,138 Short-term lease cost Selling, general and administrative 706 817 476 Variable lease cost Selling, general and administrative 2,434 1,289 3,232 Total lease costs $ 20,529 $ 16,804 $ 17,585 For the fiscal years ended September 30, 2022, 2021 and 2020 cash payments for operating leases were $16.6 million, $14.7 million and $14.5 million and operating lease expense was $17.4 million, $14.7 million and $13.9 million, respectively. The following table presents lease terms and discount rates: September 30, 2022 2021 Weighted average remaining lease term 8.0 years 8.0 years Weighted average discount rates 5.22 % 4.49 % At September 30, 2022, future lease payments under operating leases were as follows (dollars in thousands): 2023 $ 16,558 2024 15,126 2025 12,715 2026 10,451 2027 7,720 Thereafter 29,801 Total lease payments 92,371 Less: Effect of discounting to net present value 19,158 Present value of lease liabilities $ 73,213 The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2022 2021 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,378 $ 30,100 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. In September 2020, the Company entered into a sale-leaseback transaction related to its U.S. Manufacturing Facility, for which a sale was determined not to have occurred. The transaction was accounted for as a financing arrangement, with the cash proceeds of $39.5 million being offset by a financing obligation liability. The Company leased the facility for a term of 15 years with options to extend the lease for four additional periods of 5 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. The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction were as follows: September 30, 2022 2021 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (10,816) (9,453) Carrying value of net assets $ 20,228 $ 21,591 Current portion of financing obligation $ 675 $ 592 Long-term financing obligation 37,719 38,394 Total financing obligation $ 38,394 $ 38,986 Europe Manufacturing Facility Expansion In October 2021, the Company executed an agreement to expand the Europe Manufacturing Facility in Poland. The Company did not control the asset under construction, and was therefore not deemed the accounting owner of the asset under construction. Upon lease commencement, the Company recorded an operating lease right-of-use asset and an operating lease liability. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Debt consists of the following: September 30, 2022 2021 (dollars in thousands) Secured Credit Facility Term Loan, due October 2027 $ 1,008,025 $ 1,020,525 Secured Credit Facility Incremental Term Loan, due October 2027 248,750 — Secured Credit Facility Revolving Loan 167,000 — Other borrowings 4,910 — Total borrowings 1,428,685 1,020,525 Deferred financing costs (18,162) (17,692) Original issue discount (10,378) (5,515) Total debt 1,400,145 997,318 Less: current portion of long-term debt and other borrowings (186,910) (12,500) Total long-term debt $ 1,213,235 $ 984,818 Aggregate maturities of long-term debt as of September 30, 2022 are as follows (dollars in thousands): 2023 $ 15,000 2024 15,000 2025 15,000 2026 15,000 2027 15,000 Thereafter 1,181,775 $ 1,256,775 Secured Credit Facility On October 30, 2020, the Company retired its existing senior credit facility and entered into a new credit facility (“Secured Credit Facility”) with a syndicate of financial institutions and investors. The Company's Secured Credit Facility included an initial term loan (“Term Loan”) of $1,250.0 million and a revolving credit facility (“Revolving Loan”). The Company subsequently exercised its right to borrow incremental term loans and borrowed an additional $250.0 million (the “Incremental Term Loan”) under the Secured Credit Facility. In connection with retiring its existing senior credit facility, the Company recorded a $5.4 million Loss from early extinguishment of debt in the consolidated statements of operations, representing a write-off of unamortized deferred financing costs. 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, 2022, 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. Incremental Term Loan On March 2, 2022, the Company exercised its right under the Secured Credit Facility to borrow an additional $250.0 million. In connection with the Incremental Term Loan, the Company paid financing costs totaling $9.7 million, including 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 life of the Incremental Term Loan. The Incremental Term Loan matures on October 30, 2027. Principal payments on the Incremental Term Loan commenced on June 30, 2022, and are payable quarterly at scheduled amounts, with the balance due at maturity. At the Company’s option, the Incremental Term Loan interest rate is based on either (a) Term secured overnight financing rate (“SOFR”) for the applicable interest period (subject to a floor of 0.75%) plus an applicable margin or (b) base rate equal to the highest of (i) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR for an interest period of one month plus 1.00% (subject to a floor of 0.75% per annum), in each case, plus an applicable margin. As of September 30, 2022, the interest rate on the Incremental Term Loan was SOFR plus 4.25%. Interest is payable on the last business day of the month for the relevant interest period selected. Revolving Loan The Revolving Loan matures on October 30, 2025, and it provides for borrowings of a maximum commitment of $300.0 million, which can be restricted to a lower borrowing level based on the result of a financial covenant testing condition, as defined in the Secured Credit Facility, 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, 2022, the Revolving Loan had borrowings outstanding of $167.0 million and letters of credit issued of $5.0 million leaving $128.0 million of available borrowing capacity. 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. 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. The weighted-average interest rate for borrowings outstanding as of September 30, 2022 under the Revolving Loan was 5.83%. Other Borrowings The Company has a multi-currency notional cash pool in Europe, which provides for overdraft protection. The gross overdraft protection limit under this agreement is $50.0 million. Borrowings under the overdraft protection bear interest at a rate of 5.75%. As of September 30, 2022, the Company had $4.9 million of overdraft borrowings outstanding. Covenants The Secured Credit Facility contains certain restrictive covenants relating to, among other things, limitations on indebtedness, transactions with affiliates, sales of assets, acquisitions and members’ distributions. In addition, above a certain borrowing level, there is a financial covenant relating to the Company’s average leverage ratio. As of September 30, 2022, the Company was in compliance with all covenants in the Secured Credit Facility. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Sep. 30, 2022 | |
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 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 (loss) income, to the extent that the hedge is effective. The gains or losses on the interest rate swaps reported in Accumulated other comprehensive (loss) income 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, 2022 2021 (dollars in thousands) Interest rate swap contracts $ 1,220,000 $ 1,220,000 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 receive-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 swap 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 (loss) income. This amount is 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 $500.0 million 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 $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. When entered, these financial instruments 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. 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 (loss) income, to the extent that the hedge is effective. The gains or losses on the forward contracts reported in Accumulated other comprehensive (loss) income in equity (deficit) 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 loss (gain). 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 loss (gain). Cash settlements related to forward currency forward contracts are classified as operating activities on the consolidated statements of cash flows. The notional values of the Company’s outstanding foreign currency forward contracts were as follows: September 30, 2022 2021 (dollars in thousands) Foreign currency forward contracts $ — $ 28,254 See Note 13 for further information. Cash Flow Hedges Impact on the Consolidated Statements of Comprehensive (Loss) Income For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive (loss) income was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Interest rate swap contracts $ 58,608 $ 11,429 $ (20,490) Foreign currency forward contracts — (117) (189) Total gain (loss) recognized $ 58,608 $ 11,312 $ (20,679) Cash Flow Hedges Impact on the Consolidated Statements of Operations For derivatives designated as cash flow hedges, the gain (loss) reclassified from Accumulated other comprehensive (loss) income into the consolidated statements of operations was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Interest rate swap contracts $ 8,694 $ 10,456 $ (4,347) Foreign currency forward contracts — 249 (57) Total gain (loss) reclassified $ 8,694 $ 10,705 $ (4,404) For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency loss (gain) in the consolidated statements of operations was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Foreign currency forward contracts $ (1,587) $ 554 $ 548 As of September 30, 2022, the Company estimates that it will recognize approximately $7.2 million of gains associated with the above contracts in net (loss) income within the next 12 months. Commodity Index Contracts The Company uses 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. The commodity index contracts are accounted for as financial instruments and the Company did not apply hedge accounting. The notional values of the Company’s outstanding commodity index contracts were as follows: Fiscal Years Ended September 30, 2022 2021 2020 (volumes in pounds) Aluminum index contracts — 7,200,000 16,300,000 Steel index contracts 600,000 700,000 3,000,000 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 loss (gain) on the change in fair market value as follows: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Commodity index contracts $ 113 $ (7,494) $ 101 See Note 13 for further information. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The components of (loss) income before income taxes were as follows: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) U.S. $ (294,002) $ (75,423) $ 80,229 Foreign 1,600 78,471 27,067 Total $ (292,402) $ 3,048 $ 107,296 During the fiscal year ended September 30, 2021, the (loss) income before income taxes above includes the pre- and post-IPO periods. 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 16, 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, 2022 2021 2020 (dollars in thousands) Current U.S. Federal $ (7) $ (3,743) $ — State & Local (293) 180 153 Foreign 17,431 19,521 13,214 Total current income tax expense 17,131 15,958 13,367 Deferred U.S. Federal 22,124 (11,032) — State & Local 2,497 (1,384) — Foreign (4,174) (538) 445 Total deferred income tax (benefit) expense 20,447 (12,954) 445 Total $ 37,578 $ 3,004 $ 13,812 A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to the Company's income tax expense was as follows (1) : Fiscal Years Ended September 30, 2022 2021 2020 At U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (0.7) % (39.6) % 0.1 % Foreign rate differential (0.1) % 24.6 % 2.6 % Pass-through loss (income) — % 546.2 % (15.7) % Change in valuation allowance (13.3) % (454.5) % (0.8) % Tax settlement — % — % 2.9 % Net uncertain tax positions (0.8) % 55.2 % 1.2 % Non-controlling interests (17.0) % (96.2) % — % Nontaxable income — % (11.9) % — % Branch (loss) income (0.1) % (112.4) % — % Provision to return (0.9) % (7.1) % 0.4 % June transaction/restructuring — % 202.0 % — % Income tax credits 0.2 % (25.1) % — % Nondeductible expenses — % 5.5 % 0.1 % Tax rate change — % (11.3) % — % Other (1.2) % 2.2 % 1.1 % Total (12.9) % 98.6 % 12.9 % _____________ (1) Due to the loss before income taxes incurred in fiscal year ended September 30, 2022, negative rates represent income tax expense and positive rates represent income tax benefits. The effective tax rate for the fiscal years ended September 30, 2022, 2021 and 2020, was (12.9)%, 98.6% and 12.9%, respectively. Fiscal Year 2022 Differences between the U.S. federal statutory rate and the effective rate for fiscal year 2022 primarily relate to the items discussed below as well as a significant loss before income taxes in the U.S. Change in valuation allowance. During the fiscal year ended September 30, 2022, the Company recorded net tax expense of $21.8 million for the establishment of a valuation allowance on the net U.S. deferred tax assets at Weber Inc. Noncontrolling interests. 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 results in the noncontrolling interest tax adjustment. This noncontrolling interest tax adjustment resulted in income tax expense of $49.7 million for the fiscal year ended September 30, 2022. Fiscal Year 2021 The most significant items impacting the effective tax rate during fiscal year 2021 are discussed 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. During the fiscal year ended September 30, 2021, the Company recorded a net tax benefit of $13.8 million for the release of valuation allowances. 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 (loss) income. The Company has foreign operations that are treated as branches for U.S. tax purposes. As a result of the Reorganization Transactions, the branch (loss) income adjustments account for Weber Inc.'s controlling interest portion of the foreign branch pre-tax book (loss) income, which is taxable in the U.S. The Company recorded a net tax benefit of $3.4 million during the fiscal year 2021 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. Fiscal Year 2020 Differences between the U.S. federal statutory rate and the effective rate for fiscal year 2020 primarily relate to the organizational structure discussed above whereby the U.S. income flowed through to partners. Deferred Tax Assets (Liabilities) The Company’s net deferred tax (liability) asset consisted of the following: September 30, 2022 2021 (dollars in thousands) Deferred tax assets Net operating loss $ 34,868 $ 20,991 Operating lease liability 8,939 8,984 Foreign tax credit 4,221 5,617 Investment in partnerships 47,223 50,546 Other 13,238 6,845 Total deferred tax assets 108,489 92,983 Valuation allowance (107,469) (69,245) Total deferred tax assets net of valuation allowance 1,020 23,738 Deferred tax liabilities Operating lease right-of-use assets (8,750) (8,984) Other (448) (2,132) Total deferred tax liabilities (9,198) (11,116) Net deferred tax (liability) asset $ (8,178) $ 12,622 Deferred tax assets are recorded within Other long-term assets and deferred tax liabilities are recorded within Other long-term liabilities. 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 tax carryforwards, investments in partnerships, and other deferred tax assets. 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. Based on the weight of the available positive and negative evidence, during the fiscal year ended September 30, 2022, the Company established a valuation allowance to reduce the U.S. net deferred tax assets at Weber Inc. as the deferred tax assets were not more likely than not to be realized. The following table summarizes valuation allowance activity (dollars in thousands): 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) Recorded to Income tax expense (42,065) Recorded to Additional paid-in capital (2) 490 Recorded to Other comprehensive income (3) 3,351 Balance at September 30, 2022 $ (107,469) _____________ (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 in the fiscal year ended September 30, 2022 represents a valuation allowance recorded on investment in partnership activity related to the repayment of member notes. The amount recorded as Additional paid-in capital in fiscal year September 30, 2021 represents valuation allowances recorded on the investment in partnerships and other foreign tax credit carryforwards as part of the Reorganization Transactions. (3) The amount recorded to Other Comprehensive income represents valuation allowances recorded on investment in partnership activity related to currency translation adjustments and derivative instrument adjustments. At September 30, 2022, the Company had U.S. state operating loss carryforwards totaling $91.4 million, U.S. federal operating loss carryforwards totaling $72.9 million and tax credit carryforwards totaling $6.7 million. The U.S. federal and state operating loss carryforwards begin to expire in 2029 with $75.6 million of the operating loss carryforwards having no expiration date. At September 30, 2022, with respect to the Company's operations outside the U.S., there were foreign operating loss carryforwards totaling $55.9 million. The foreign operating loss carryforwards begin to expire in 2023 with $12.0 million having no expiration date. At September 30, 2022, 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 The Company’s unrecognized tax benefits are as follows: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Balance at beginning of the year $ 8,424 $ 6,332 $ 5,053 Tax positions taken during the current year 2,635 1,823 1,279 Adjustments to tax positions taken during the prior year (30) — — Impact of foreign currency 13 269 — Settlements with tax authorities (1,802) — — Balance at end of the year $ 9,240 $ 8,424 $ 6,332 Included in the balance of unrecognized tax benefits as of September 30, 2022, 2021 and 2020, are $4.3 million, $4.3 million and $2.5 million respectively, of tax benefits that, if recognized, would affect the effective tax rate. The Company's policy is to include interest and penalties related to gross unrecognized tax benefits in income tax expense. There was $0.8 million, $0.5 million and zero of interest and penalties accrued for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. The Company is currently subject to routine income tax examinations for U.S. federal, state and foreign jurisdictions for tax years 2015 and forward. Currently, we are under audit in the following major jurisdictions presented below: Tax Years France 2019-2020 Germany 2017-2019 India 2018 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, which provides for the payment by Weber Inc. of 85% of certain cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize. 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. During the fiscal years ended September 30, 2022 and 2021, the Company acquired an aggregate of 138,583 and 2,349,314 Weber HoldCo LLC units valued at $1.2 million and $31.2 million, respectively, 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 years ended September 30, 2022 and 2021. During fiscal year 2022, the Company determined that making a payment under the Tax Receivable Agreement was not probable because the Company does not believe it has sufficient taxable income to utilize deductions of certain tax attributes that would generate cash savings in U.S. federal, state and local income tax or franchise tax and result in a payment under the Tax Receivable Agreement. This conclusion was primarily a result of the valuation allowance established during the year on the Company's U.S. deferred tax assets. As a result, the Company remeasured the Tax Receivable Agreement liability to zero in the consolidated balance sheets and recorded a Gain on Tax Receivable Agreement liability remeasurement of $9.2 million in the consolidated statements of operations for the fiscal year ended September 30, 2022. On December 11, 2022, the Company entered into an amendment to the Tax Receivable Agreement that results in the automatic termination of the agreement, without any payment, upon consummation of the Merger discussed in Note 20. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
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, 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 Accrual for warranties issued 6,795 Warranty settlements made (6,352) Balance at September 30, 2022 $ 28,743 The balance of warranty reserves recorded in Other long-term liabilities was $23.2 million and $23.1 million as of September 30, 2022 and 2021, respectively. The remaining current balances of $5.5 million and $5.2 million as of September 30, 2022 and 2021, 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 $0.2 million, $0.3 million and $1.6 million during the fiscal years ended September 30, 2022, 2021 and 2020, respectively. The fair value of the contingent consideration liability was $0.6 million, $0.5 million and $0.7 million at September 30, 2022, 2021 and 2020, 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. Legal Proceedings |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022, 2021 and 2020 was $2.8 million, $2.2 million and $1.6 million, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Sep. 30, 2022 | |
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 previously leased certain manufacturing and office facilities in the U.S. from a related party. During the fourth quarter of fiscal year 2021, the related party sold the leased properties to a third party. Accordingly, the Company no longer recognizes these leases as related party transactions. Rental expense amounted to zero, $0.9 million and $1.0 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. The Company leases office facilities in Australia from a related party. Rental expense amounted to $0.7 million and $0.3 million for the fiscal years ended September 30, 2022 and 2021, respectively. The Company had related party operating lease right-of-use asset s of $1.1 million and $1.6 million at September 30, 2022 and 2021, respectively. Additionally, the Company had related party current operating lease liabilities of $0.4 million at both September 30, 2022 and 2021, and non-current operating lease liabilities of $0.7 million and $1.2 million at September 30, 2022 and 2021, respectively. There were no leases with this related party prior to fiscal year 2021. The Company has a royalty agreement with a related party for the use of the Company’s trademark. Royalty revenue from this agreement was $0.5 million, $0.2 million and $0.4 million, respectively, for the fiscal years ended September 30, 2022, 2021 and 2020, 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 from this related party at both September 30, 2022 and 2021. In connection with the IPO, the Company entered into the Tax Receivable Agreement with the Pre-IPO LLC Members, which provides for the payment by Weber Inc. of 85% of certain cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize. As discussed in Note 9, the Tax Receivable Agreement liability was remeasured during fiscal year 2022 and the liability was reduced to zero as of September 30, 2022 from $9.2 million as of September 30, 2021. The Tax Receivable Agreement is considered a related party transaction. In connection with the Incremental Term Loan discussed in Note 7, the Company paid arrangement fees and structuring fees totaling $0.6 million to a related party. These fees were capitalized as part of the total deferred financing costs for the fiscal year ended September 30, 2022. In fiscal year 2022, the Company reassigned the beneficiary of a life insurance policy to a related party pursuant to a preexisting agreement. As a result, the Company recognized selling, general and administrative expense of $0.4 million for the fiscal year ended September 30, 2022. The Company historically had notes receivable due from members, which were fully repaid during the first quarter of fiscal year 2022. The balance of the notes receivable due from members, including interest, was zero and $11.3 million at September 30, 2022 and 2021, respectively. Related party interest income associated with the full recourse member notes was immaterial for the fiscal years ended September 30, 2022, 2021 and 2020 . See Note 19 for further information. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 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, 2022 and 2021, 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 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, 2022 and 2021 classified as a Level 3 instrument, in conjunction with its acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices in fiscal year 2016. 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: Interest rate swap contracts $ 22,777 — 22,777 — Total $ 22,777 $ — $ 22,777 $ — Other long-term assets: Interest rate swap contracts $ 60,232 $ — $ 60,232 $ — Total $ 60,232 $ — $ 60,232 $ — Accrued expenses: Commodity index contracts $ 62 $ — $ 62 $ — Interest rate swap contracts 10,590 — 10,590 — Total $ 10,652 $ — $ 10,652 $ — Other long-term liabilities: Interest rate swap contracts $ 28,381 $ — $ 28,381 $ — Contingent consideration 610 — — 610 Total $ 28,991 $ — $ 28,381 $ 610 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 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, 2020 $ 700 Royalty payments (339) Fair value adjustments 142 Balance at September 30, 2021 503 Royalty payments (174) Fair value adjustments 281 Balance at September 30, 2022 $ 610 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2022 | |
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”) which provides for the issuance of up to 22,694,608 shares of Class A common stock in connection with equity awards granted under the 2021 Plan. The Company has three types of share-based compensation awards outstanding under the 2021 Plan: profits interest awards, options and RSUs. Profits Interest Awards Prior to the Company's IPO, the Company granted profits interest units with vesting periods ranging from one The profits interest units have distribution thresholds determined on a per common unit in Weber HoldCo LLC (“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. Therefore, the distribution thresholds serve 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. Once vested, the profits interest units 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. Weber Inc. paid a dividend of $0.04 per share to holders of Class A common stock on December 17, 2021, March 18, 2022 and June 17, 2022. Profits interest units that were outstanding at the time of the dividends were adjusted pursuant to pre-existing anti-dilution provisions in the Company’s equity incentive plan documents. The adjustments reduced the distribution thresholds of outstanding profits interest units by the amount of the dividend per share. The adjustments did not result in incremental stock-based compensation expense as the anti-dilutive adjustments were required by pre-existing terms included within the awards. The following table summarizes the Company’s profits interest units distribution thresholds as of September 30, 2022, which serve as a cashless exercise price: Distribution Threshold (per unit) (1) Service-Based Units Hybrid Units $5.38 - $6.88 — — $6.89 - $8.38 — — $8.39 - $9.38 1,460,619 1,118,019 $9.39 - $10.63 730,310 559,010 Total 2,190,929 1,677,029 _____________ (1) The exercise price of units outstanding as of September 30, 2022 reflect the non-cash adjustments to the units as a result of the cash dividends paid by the Company. As such, the distribution thresholds noted above have been reduced by $0.12 per unit to reflect the adjustment. In addition to the above, certain individuals who hold service-based profits interest units received a cash distribution during certain quarters in lieu of a distribution threshold reduction. As a result, the following table summarizes the Company’s profits interest units distribution thresholds as of September 30, 2022, which serve as a cashless exercise price for these individuals: Distribution Threshold (per unit) (1) Service-Based Units $5.42 - $6.92 3,209,886 $6.93 - $8.42 3,209,886 $8.43 - $9.42 2,537,705 $9.43 - $10.67 1,289,524 Total 10,247,001 _____________ (1) The exercise price of units outstanding as of September 30, 2022 reflect the non-cash adjustments to the unit thresholds as a result of the cash dividends paid by the Company. As of September 30, 2022, certain employees received a total cash distribution payment of $0.04 per unit in lieu of a distribution threshold reduction. As such, the distribution thresholds noted above have been reduced by $0.08 per unit to reflect the adjustment. The following tables summarize the Company’s profits interest unit activity: Service-Based Units Hybrid Units Units Weighted Average Exercise Price Weighted Average Fair Value Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested units, September 30, 2020 — $ — $ — — $ — $ — Total units converted from liability awards (1) 16,060,898 $ 8.09 $ 9.02 1,777,770 $ 9.50 $ 7.88 Vested units (4,347,883) $ 7.76 $ 9.15 — $ — $ — Nonvested units, September 30, 2021 11,713,015 $ 8.21 $ 8.97 1,777,770 $ 9.50 $ 7.88 Vested units (5,353,633) $ 8.00 $ 8.87 (592,590) $ 9.50 $ 7.48 Forfeited units (3,622,968) $ 7.90 $ 9.30 — $ — $ — Nonvested units, September 30, 2022 (2) 2,736,414 $ 8.64 $ 7.19 1,185,180 9.50 8.09 Service-Based Units Hybrid Units Units Weighted Average Exercise Price Weighted Average Fair Value Units Weighted Average Exercise Price Weighted Average Fair Value Vested units, September 30, 2020 — $ — $ — — $ — $ — Vested units converted from liability awards (1) 3,521,564 $ 7.62 $ 9.27 — $ — $ — Units vested post conversion 826,319 $ 8.33 $ 8.64 — $ — $ — Vested units, September 30, 2021 4,347,883 $ 7.76 $ 9.15 — $ — $ — Vested units 5,353,633 $ 8.00 $ 8.87 592,590 $ 9.50 $ 7.48 Adjustment to vested hybrid units (3) — $ — $ — (100,741) $ 9.50 $ 7.48 Vested units, September 30, 2022 (2) 9,701,516 $ 7.85 $ 9.00 491,849 $ 9.50 $ 7.48 _________ (1) On August 5, 2021, the Company modified its profits interest plans to be settled in LLC Units, which can be redeemed for shares of Class A common stock. Given the awards were no longer to be settled in cash and were to be 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. 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. (2) The aggregate intrinsic value of all nonvested and vested profits unit awards outstanding was zero. (3) The hybrid awards vest based on achievement of a performance target. For the awards that vested during the second quarter of fiscal year 2022, 83% of the awards met the performance target resulting in a 17% reduction in the number of vested units. As of September 30, 2022, there was $5.9 million and $2.9 million of total unrecognized compensation cost related to nonvested 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 0.5 years for service-based units and 0.6 years for hybrid units. Options During the fiscal year ended September 30, 2022, the Company granted options to certain employees of the Company. Options are awarded with an exercise price equal to the market price on the date of the grant and become exercisable in one to three years after grant. Options expire ten years after the date of grant. No options were granted during the fiscal year ended September 30, 2021. The fair value and corresponding stock-based compensation expense for options was determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the options as of September 30, 2022 were as follows: Expected term (in years) 6.0 Risk-free interest rate 1.24 % Expected volatility 39.01 % Expected dividend yield — % The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected holding period. The Company assumed a dividend yield of zero percent when valuing the options because, as of the grant date, the Company did not have a history of paying dividends. Expected volatility is based on the expected volatility of comparable peer companies that are publicly traded. The expected term represents the period of time that awards granted are expected to be outstanding. The Company elected to use the simplified method to estimate the expected holding period because there is not sufficient information to estimate post-vesting exercise behavior. As such, the Company will continue to use this methodology until there is sufficient history to provide a reasonable basis on which to estimate the expected term. The following table summarizes the Company’s option activity: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Outstanding, September 30, 2021 — $ — Granted 1,038,866 $ 18.05 Exercised — $ — Forfeited (422,792) $ 18.05 Expired (51,847) $ 18.05 Outstanding, September 30, 2022 564,227 $ 18.05 8.1 Exercisable, September 30, 2022 59,882 $ 18.05 0.3 The weighted average fair value of the options granted in fiscal year 2022 was $7.06 per option. As of September 30, 2022, there was $1.5 million of total unrecognized compensation cost related to nonvested options. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.8 years. The total grant date fair value of stock options vested in fiscal year 2022 was $0.8 million. The intrinsic value of all options as of September 30, 2022 was zero. RSUs During the fiscal years ended September 30, 2022 and 2021, the Company granted RSUs to certain employees of the Company and members of the Board of Directors. The RSUs vest over a period ranging from three months to three years. The RSUs accrue dividend equivalents associated with the underlying shares of Class A common stock as the Company declares dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. RSUs that were converted from equity awards outstanding prior to the Company’s IPO do not accrue dividends until they are fully vested. The fair value of the RSU awards is calculated utilizing the closing day stock price on the date of grant. Upon vesting of the award, the Company will issue shares of Class A common stock to the award holder. At the time of issuance, the Company will typically withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested to award holder. Legacy LTIP Awards Prior to the IPO, the Company granted Legacy LTIP awards from fiscal year 2011 to fiscal year 2021 to certain key officers and employees. These awards represented a contractual right to payment of compensation in the future based on the achievement of certain performance metrics and generally vested over a three-year period from the date of grant. 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. 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. 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. The following tables summarize the Company’s RSU activity: Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Nonvested, September 30, 2020 — $ — Granted 119,553 $ 17.02 Converted (1) 2,743,532 $ 17.59 Vested (776,544) $ 17.59 Nonvested, September 30, 2021 2,086,541 $ 17.56 Granted 2,762,421 $ 16.50 Vested (609,370) $ 12.91 Forfeited (1,082,840) $ 17.49 Nonvested, September 30, 2022 3,156,752 $ 17.06 Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Vested, September 30, 2020 — $ — Vested units converted (1) 776,544 $ 17.59 Vested, September 30, 2021 776,544 $ 17.59 Vested units converted — $ — Units vested post conversion 609,370 $ 12.91 Units settled (2) (471,055) $ 14.32 Units forfeited or cancelled — $ — Vested, September 30, 2022 914,859 $ 16.16 ____________ (1) As described above, on September 30, 2021, the Company modified the Legacy LTIP awards such that both fully vested and unvested awards were converted to RSUs. (2) For RSUs granted after the Company's IPO, the settlement of awards occurs on the vesting date. For RSUs that were converted from Legacy LTIP awards, the post vesting settlement of awards can occur up to ten years after the vesting date. The total fair value of RSUs vested during the fiscal years ended September 30, 2022 and 2021 was $7.9 million and $13.7 million, respectively. As of September 30, 2022, there was $16.6 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 0.8 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 is 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. A total of 121,246 shares were purchased under the ESPP during the fiscal year ended September 30, 2022. No shares were purchased during the fiscal year ended September 30, 2021. The ESPP is accounted for as a compensatory plan since the number of shares a participant is permitted to purchase is not fixed based on the stock price at the beginning of the offering period and the expected withholdings. The ESPP enables a participant to “buy-up” to the plan’s share limit, if the stock price is lower on the purchase date. As a result, the fair value of the awards granted under the ESPP is calculated using the Black-Scholes option pricing model at the beginning of each offering period as the sum of: • 15% of the share price of an unvested share at the beginning of the offering period, • 85% of the fair market value of a six-month call on the unvested share aforementioned, and • 15% of the fair market value of a six-month put on the unvested share aforementioned. In December 2022, the Compensation Committee approved the termination of the ESPP, which was effective immediately. There will be no additional purchases under the plan. Summary of Stock-Based Compensation Expense The table below summarizes stock-based compensation expense recognized by award type: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Profits interest awards: Service-based profits interest awards $ (388) $ 105,419 $ — Hybrid profits interest awards 5,828 4,783 — Total profits interest awards (1) 5,440 110,202 — Options 2,100 — — Legacy LTIP awards — 15,782 4,372 RSUs 36,399 251 — ESPP 315 — — Total stock-based compensation expense (2) $ 44,254 $ 126,235 $ 4,372 _____________ (1) In the fiscal year ended September 30, 2022, the Company recorded a reversal of $26.4 million of stock-based compensation expense related to the forfeiture of unvested profits interest awards in connection with the termination of certain senior executives. (2) In addition to the stock-based compensation expense recognized for the awards listed above, $1.1 million, $4.9 million, and $0.1 million of expense was recognized in relation to partial recourse notes during the fiscal years ended September 30, 2022, 2021 and 2020, respectively. See Note 19 for further information. |
Segments
Segments | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 15. Segments The Company has three operating segments, Americas, Europe, Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”). 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 (loss) from operations as the key segment measure of performance. Adjusted income (loss) from operations is defined as income (loss) from operations adjusted for unallocated net expenses, stock/unit-based compensation, restructuring costs and gain on disposal of assets held for sale. Adjusted income (loss) from operations excludes interest expense, net, loss from early extinguishment of debt, income taxes, gain from investments in unconsolidated affiliates, gain from Tax Receivable Agreement remeasurement and other expense. The information below summarizes key financial performance measures by reportable segment: Fiscal Year Ended September 30, 2022 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 819,738 $ 613,039 $ 153,682 $ — $ 1,586,459 Adjusted income (loss) from operations (1) $ 47,265 $ 114,926 $ 24,451 $ (249,093) $ (62,451) Depreciation and amortization $ 9,554 $ 1,073 $ 5,755 $ 44,952 $ 61,334 Capital expenditures $ 1,192 $ 1,347 $ 3,580 $ 94,809 $ 100,928 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 (loss) 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 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 (loss) 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 Capital expenditures $ 39 $ 6,961 $ 1,742 $ 20,672 $ 29,414 _____________ (1) Adjusted income (loss) 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, financing and IPO costs and COVID-19 costs. Reconciliations The information below provides a reconciliation of adjusted income from operations to (loss) income before taxes: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Segment adjusted income from operations Americas $ 47,265 $ 203,689 $ 178,079 EMEA 114,926 221,135 136,547 APAC 24,451 35,424 23,369 Segment adjusted income from operations for reportable segments $ 186,642 $ 460,248 $ 337,995 Unallocated net expenses (1) (344,301) (259,882) (187,098) Adjustments to (loss) income before taxes Stock/unit-based compensation expense (45,399) (131,176) (4,514) Restructuring costs (22,445) — — Gain on disposal of assets held for sale — 5,185 — Interest expense, net (75,623) (65,879) (39,087) Gain on Tax Receivable Agreement liability remeasurement 9,226 — — Loss from early extinguishment of debt — (5,448) — Other expense (502) — — (Loss) income before taxes $ (292,402) $ 3,048 $ 107,296 _____________ (1) Unallocated net expenses includes Corporate/Other, which consists of unallocated corporate and certain supply chain expenses, inter-segment eliminations and other adjustments, including business and operational transformation costs, financing and IPO costs and COVID-19 costs. The information below provides a reconciliation of segment assets to total consolidated assets: September 30, 2022 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 147,502 $ 138,316 $ 53,685 $ — $ 339,503 All other (2) 1,108,471 Total assets $ 1,447,974 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 _____________ (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 and other tax assets; 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, 2022 2021 2020 (dollars in thousands) United States $ 709,196 $ 958,933 $ 803,368 Germany 182,911 228,669 194,535 All Other 694,352 794,804 527,357 Total $ 1,586,459 $ 1,982,406 $ 1,525,260 Net sales are attributed based on the location where the sale originates. The information below summarizes operating lease right-of-use assets and property, equipment and leasehold improvements, net by geographic area: September 30, 2022 2021 (dollars in thousands) United States $ 198,193 $ 157,187 All Other 84,942 72,604 Total $ 283,135 $ 229,791 Major Customers During fiscal year 2022, two customers in the Americas segment accounted for 13% and 10% of Net sales and for 13% and 11% of accounts receivable. 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. |
Equity
Equity | 12 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | 16. Equity 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. Reorganization Transactions 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 and Greenshoe Shares 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. 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. Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, 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 both September 30, 2022 and 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. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 17. 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, 2022: LLC Units Ownership Percentage LLC Units held by Weber Inc. 53,102,598 18 % Units held by Pre-IPO LLC Members 234,506,636 82 % Balance at end of period 287,609,234 100 % The noncontrolling interest holders have the right to exchange an LLC unit along with a share of Class B common stock ("Paired Interests") 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. During the fiscal year ended September 30, 2022, pre-IPO LLC members exchanged 138,583 Paired Interests for Class A common stock. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Unit [Abstract] | |
Earnings (Loss) Per Share | 18. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net (loss) income attributable to Weber Inc. by the weighted average number of Class A common stock outstanding during the period. The weighted average number of Class A common stock outstanding during the period includes both the weighted average of Class A common stock outstanding as well as the weighted average of vested RSUs outstanding during the period. Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of earnings (loss) per share of Class B common stock under the two-class method has not been presented. Diluted earnings (loss) per share is calculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, options, RSUs and HoldCo LLC Units that are convertible into shares of our Class A common stock when paired with an equal number of shares of Class B common stock. 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 (loss) per share information has not been presented for the period prior to the IPO. 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 Years Ended September 30, 2022 2021 (in thousands, except shares and per share data) Numerator - basic: Net (loss) income $ (329,980) $ 5,549 Less: Net income attributable to Weber Inc. prior to the IPO — 54,527 Less: Net loss attributable to non-controlling interests (256,392) (42,177) Net loss attributable to Weber Inc. - basic $ (73,588) $ (6,801) Numerator - diluted: Net loss attributable to Weber Inc. - basic (73,588) (6,801) Denominator - basic: Weighted average shares of Class A common stock outstanding - basic 53,539,619 51,788,320 Denominator - diluted: Weighted average shares of Class A common stock outstanding - basic 53,539,619 51,788,320 Loss per share of Class A common stock outstanding - basic $ (1.37) $ (0.13) Loss per share of Class A common stock outstanding - diluted $ (1.37) $ (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 Years Ended September 30, 2022 2021 Paired Interests 241,698,629 235,390,287 Profits interest awards 3,066,681 5,408,655 Options and ESPP 460,877 — RSUs 1,801,657 5,787 |
Member Notes
Member Notes | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Member Notes | 19. Member Notes During the fiscal years ended September 30, 2021 and 2020, certain employees of the Company purchased Weber-Stephen Products LLC common units in exchange for a capital contribution of $14.7 million and $0.5 million, respectively. In connection with the units purchased, the Company entered into notes receivable with certain individuals during the fiscal years ended September 30, 2021 and 2020 with face values of $11.8 million and $0.4 million, respectively. No such activity occurred during the fiscal year ended September 30, 2022. As of September 30, 2021, the total amount due from members on the notes receivable, including interest was $11.3 million, of which $10.6 million of the member notes receivable limited the recourse provisions of the Company to 50% should the value of the common units not be sufficient to satisfy the repayment of the notes. In accordance with ASC 718, these partial recourse member notes were accounted for as nonrecourse in their entirety as the limited recourse provisions of the member notes were not aligned with a corresponding percentage of the underlying common units. Therefore, the partial recourse member notes were accounted for as if they were a stock option grant and no receivable for amounts due under the notes was recorded on the Company’s consolidated balance sheet. As there was no requisite service period associated with the notes, unit-based compensation expense related to this award was being recognized upon issuance of the notes. Stock-based compensation recognized in relation to the notes amounted to $1.1 million, $4.9 million and $0.1 million during the fiscal years ended September 30, 2022, 2021 and 2020, respectively. The Company received $10.6 million, $9.1 million 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, 2022, 2021, and |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Unsecured Loan Agreements Unsecured 12% Term Loan On November 8, 2022, the Company entered into a loan agreement with BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund I-A, L.P. The loan agreement provides for an unsecured term loan facility in an initial aggregate principal amount of $61.2 million (the “Unsecured 12% Term Loan”). The loan agreement provides for additional unsecured term loans in an aggregate principal amount of up to $150.0 million. The Unsecured 12% Term Loan bears interest at a fixed annual rate equal to 12.0%, payable in kind or in cash, at the election of the Company, on a quarterly basis (and, in the absence of such election, interest will be paid in kind). An upfront fee of 2.0% of the principal amount was paid in kind upon funding of the Unsecured 12% Term Loan. The loan agreement contains no negative covenants and no financial maintenance covenant. The loan agreement with BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund I-A, L.P. is considered a related party transaction. On December 11, 2022, the loan agreement with BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund I-A, L.P. was amended to extend the maturity of the Unsecured 12% Term Loan, as well as any additional unsecured term loans to be entered into under the loan agreement, from January 29, 2026 to January 29, 2028. Unsecured Credit Facility On December 11, 2022 the Company entered into a credit facility with Ribeye Parent, LLC (“the Unsecured Credit Facility”), which provides for an unsecured delayed draw term loan of $120.0 million (the “Unsecured 15% Term Loan”) and an unsecured revolving credit facility with an initial aggregate commitment of $230.0 million (the “Unsecured Revolving Loan”). The Unsecured 15% Term Loan and Unsecured Revolving Loan may be drawn down subject to customary closing conditions no later than December 31, 2023. Borrowings under the Unsecured Credit Facility mature on December 31, 2023 and bear interest at a fixed annual rate equal to 15.0%, payable in kind or in cash, at the election of the Company, on a quarterly basis (and, in the absence of such election, interest will be paid in kind). An upfront fee of 2.0% of the principal amount shall be payable in kind or in cash upon funding of the Unsecured 15% Term Loan, and a commitment fee of 0.5% per annum or average daily unused commitments under the Unsecured Credit Facility shall also be payable in kind or in cash on a quarterly basis. The Unsecured Credit Facility contains no negative covenants and no financial maintenance covenant. The credit facility with Ribeye Parent, LLC is considered a related party transaction. Agreement and Plan of Merger On December 11, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Ribeye Parent, LLC (“Parent”) and Ribeye Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”) pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving. Parent and Merger Sub are affiliates of BDT Capital Partners LLC. BDT Capital Partners LLC will acquire all of the Company’s outstanding shares of Class A common stock for $8.05 per share in cash. The Merger is conditioned upon, among other things, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Subject to the satisfaction (or if applicable, waiver) of such conditions, the Merger is expected to close in the first half of 2023. |
General (Policies)
General (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Consolidation and Basis of Presentation 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. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. 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. Noncontrolling interests reflect the entitlement of the owners of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO (“Pre-IPO LLC Members”) to a portion of Weber HoldCo LLC’s net (loss) income. |
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 Sales of Accounts Receivable In March 2022, the Company entered into an agreement to sell certain trade accounts receivable to a third party financial institution (“Receivables Purchase Agreement”). The Receivables Purchase Agreement results in the transfer of the trade accounts receivable and associated risks to the third party and provides the third party with the full benefits and burdens of ownership in exchange for cash proceeds to the Company. The trade accounts receivable transferred were accounted for as sales of receivables as they had satisfied the required criteria under Accounting Standards Codification (“ASC”) 860, Transfers and Servicing , and were de-recognized from the Company’s consolidated balance sheets. The maximum receivables that may be sold under the Receivables Purchase Agreement at any time is $235.0 million. As of June 30, 2022, the third party under the Receivables Purchase Agreement informed the Company that, as permitted by the terms of the agreement, it would not be purchasing trade accounts receivable for an unspecified period of time. There can be no assurance that the third party will begin purchasing trade accounts receivable in the near term, or at all. The Company had no retained interest in the trade accounts receivable sold, however, the Company did have collection and administrative responsibilities for the sold trade accounts receivable. The Company had not recorded any servicing assets or liabilities as of September 30, 2022 in conjunction with the Receivables Purchase Agreement as the fair value of these servicing arrangements and fees earned were not material. Trade accounts receivable sold under the Receivables Purchase Agreement were $141.8 million for the fiscal year ended September 30, 2022. There were no trade accounts receivable sold that remained outstanding as of September 30, 2022. The net proceeds received during the fiscal year ended September 30, 2022 were included in Net cash (used in) provided by operating activities in the consolidated statements of cash flows. The difference between the carrying amount of the trade accounts receivable sold and the sum of the cash received was $0.5 million for the fiscal year ended September 30, 2022 and was recorded as a loss on sale of receivables in Other expense in the consolidated statements of operations. There were no sales of accounts receivable in the fiscal years ended September 30, 2021 or 2020. Allowance for Expected Credit Losses 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, 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 Charges (credits) to the provision, net 1,046 Accounts written off, net of recoveries (64) Balance at September 30, 2022 $ 3,602 |
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), primarily 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, 2022 2021 (dollars in thousands) Work-in-process and materials $ 68,186 $ 60,367 Finished products 271,317 272,254 Total inventories, net $ 339,503 $ 332,621 |
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 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 |
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 operations. 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 (loss) income. |
Income Taxes | Income Taxes Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. 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 The Company uses interest rate swap contracts to reduce its exposure to fluctuations in interest rates. The Company also enters 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 loss (gain). The Company uses 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 (loss) income 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 |
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 | Stock-Based Compensation The Company measures stock-based compensation at fair value on the grant date, or modification date if applicable, of the award. 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. Forfeitures are accounted for as they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The costs of equity awards are recorded to Additional paid-in capital on the consolidated balance sheets. Unit-Based Compensation Prior to the Company's IPO, the Company granted unit-based awards to certain employees, including profits interest units and Pre-IPO Management Incentive Compensation Plan (“Legacy LTIP”) awards. As described within the Change in Accounting Principle section below, the Company changed its methodology for valuing the profits interest units and Legacy LTIP awards from the intrinsic value methodology to fair value during the fiscal year ended September 30, 2021. Both awards were also modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021, and 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 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. 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. The value of the Legacy LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of the Board of Directors and was remeasured at each reporting period. 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 operations. The Company incurred advertising expenses of $71.4 million, $110.1 million and $68.7 million for the fiscal years ended September 30, 2022, 2021 and 2020, 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 operations. The Company incurred research and development expenses of $49.7 million, $42.8 million and $18.2 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. |
Change in Accounting Principle | Change in Accounting Principle In anticipation of becoming a public company, as defined in ASC 718, Compensation—Stock Compensation, the Company changed its methodology for valuing the profits interest units and Legacy LTIP awards during the fiscal year ended September 30, 2021. Profits interest units and Legacy LTIP awards historically were accounted for as liability compensatory awards under ASC 710, Compensation—General |
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 |
New Accounting Pronouncements Issued but Not Yet Adopted | New Accounting Pronouncements Issued but Not Yet Adopted In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. This guidance is not expected to have a material impact on our consolidated financial statements. No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our consolidated financial statements. |
General (Tables)
General (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Company's Allowances | The Company’s allowances are as follows (dollars in thousands): 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 Charges (credits) to the provision, net 1,046 Accounts written off, net of recoveries (64) Balance at September 30, 2022 $ 3,602 |
Summary of Components of Inventory | The components of inventory are as follows: September 30, 2022 2021 (dollars in thousands) Work-in-process and materials $ 68,186 $ 60,367 Finished products 271,317 272,254 Total inventories, net $ 339,503 $ 332,621 |
Summary of 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, 2022 2021 (dollars in thousands) Land $ 6,469 $ 6,453 Buildings 59,461 44,829 Computer equipment and software 98,637 79,286 Equipment 254,112 238,601 Leasehold improvements 13,752 13,156 Construction-in-progress 59,131 32,547 Gross carrying amount 491,562 414,872 Accumulated depreciation (280,306) (252,043) Total $ 211,256 $ 162,829 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | The components of prepaid expenses and other current assets are as follows: September 30, 2022 2021 (dollars in thousands) Value added taxes receivable $ 30,407 $ 14,572 Current portion of derivative instruments 22,277 12,274 Other 38,325 41,390 Total prepaid expenses and other current assets $ 91,009 $ 68,236 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 were as follows: Americas EMEA APAC Total (dollars in thousands) 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 Acquisitions (1) (1,284) — — (1,284) Foreign exchange — (1,624) (3,562) (5,186) Balance as of September 30, 2022 $ 72,412 $ 8,965 $ 22,765 $ 104,142 _____________ (1) Represents a measurement period adjustment related to the June acquisition resulting from a change in the fair value of a liability. |
Summary of Company's Intangible Assets | The Company’s intangible assets consist of the following: September 30, 2022 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 13.6 55,900 (11,465) 44,435 Trademarks, net 365,900 (11,465) 354,435 Customer lists 8.2 89,215 (55,279) 33,936 Patents 7.1 3,428 (1,647) 1,781 In-process research and development 4.3 4,500 (2,550) 1,950 Developed technology 13.3 87,000 (9,939) 77,061 Reacquired rights 1.8 12,019 (5,408) 6,611 Non-compete agreement 1.3 5,700 (3,256) 2,444 Other intangible assets, net 201,862 (78,079) 123,783 Total $ 567,762 $ (89,544) $ 478,218 September 30, 2021 Gross Carrying Accumulated Amortization Net Book (dollars in thousands) Trademark—Weber $ 310,000 $ — $ 310,000 Trademarks—Other 55,900 (8,079) 47,821 Trademarks, net 365,900 (8,079) 357,821 Customer lists 91,563 (50,483) 41,080 Patents 49,428 (47,389) 2,039 In-Process research and development 4,500 (2,100) 2,400 Developed technology 87,000 (4,139) 82,861 Reacquired rights 13,568 (2,035) 11,533 Non-compete agreement 6,300 (1,956) 4,344 Other intangible assets, net 252,359 (108,102) 144,257 Total $ 618,259 $ (116,181) $ 502,078 |
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): 2023 $ 20,191 2024 18,229 2025 14,680 2026 14,680 2027 14,380 Thereafter 86,058 Total $ 168,218 |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 (dollars in thousands) Land $ 6,469 $ 6,453 Buildings 59,461 44,829 Computer equipment and software 98,637 79,286 Equipment 254,112 238,601 Leasehold improvements 13,752 13,156 Construction-in-progress 59,131 32,547 Gross carrying amount 491,562 414,872 Accumulated depreciation (280,306) (252,043) Total $ 211,256 $ 162,829 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued expenses consisted of the following: September 30, 2022 2021 (dollars in thousands) Accrued payroll and employee benefits $ 20,696 $ 59,035 Accrued restructuring costs 17,587 — Current portion of derivative instruments 10,652 14,688 Current portion of operating lease liabilities 12,669 13,040 Other (1) 61,052 63,847 Total $ 122,656 $ 150,610 _____________ (1) Other includes items for accruals such as commissions, freight and distribution costs and taxes. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring and Related Costs | The following table summarizes accrued restructuring costs activity: Severance and Other Termination-Related Benefits Contract Termination Costs Asset Disposals Total (dollars in thousands) Balance as of September 30, 2021 $ — $ — $ — $ — Charges, net (1) 12,872 5,151 4,422 22,445 Cash payments and reserve usage (436) — (4,422) (4,858) Balance as of September 30, 2022 $ 12,436 $ 5,151 $ — $ 17,587 _____________ (1) Of the total restructuring charge, $10.0 million relates to Americas, $0.7 million relates to EMEA, $2.7 million relates to APAC and $9.0 million relates to Corporate/Other. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Assets and Liabilities Lessee | The following table presents supplemental balance sheet information: September 30, Operating leases Classification 2022 2021 (dollars in thousands) Operating lease right-of-use assets Operating lease right-of-use assets $ 71,879 $ 66,962 Current operating lease liabilities Accrued expenses $ 12,669 $ 13,040 Non-current operating lease liabilities Non-current operating lease liabilities $ 60,544 $ 55,329 The following table presents lease terms and discount rates: September 30, 2022 2021 Weighted average remaining lease term 8.0 years 8.0 years Weighted average discount rates 5.22 % 4.49 % |
Summary of Lease, Cost | The following table presents lease cost: Fiscal Years Ended September 30, Lease cost Classification 2022 2021 2020 (dollars in thousands) Operating lease cost Selling, general and administrative $ 13,911 $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 3,478 927 1,138 Short-term lease cost Selling, general and administrative 706 817 476 Variable lease cost Selling, general and administrative 2,434 1,289 3,232 Total lease costs $ 20,529 $ 16,804 $ 17,585 |
Summary of Lessee, Operating Lease, Liability, Maturity | At September 30, 2022, future lease payments under operating leases were as follows (dollars in thousands): 2023 $ 16,558 2024 15,126 2025 12,715 2026 10,451 2027 7,720 Thereafter 29,801 Total lease payments 92,371 Less: Effect of discounting to net present value 19,158 Present value of lease liabilities $ 73,213 |
Summary of Lease, Supplemental Cash Flow Information | The following table presents supplemental cash flow information: Fiscal Years Ended September 30, 2022 2021 (dollars in thousands) Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,378 $ 30,100 |
Summary of Sale Leaseback Transactions | The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction were as follows: September 30, 2022 2021 (dollars in thousands) Land $ 1,580 $ 1,580 Buildings 29,464 29,464 Accumulated depreciation (10,816) (9,453) Carrying value of net assets $ 20,228 $ 21,591 Current portion of financing obligation $ 675 $ 592 Long-term financing obligation 37,719 38,394 Total financing obligation $ 38,394 $ 38,986 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Debt consists of the following: September 30, 2022 2021 (dollars in thousands) Secured Credit Facility Term Loan, due October 2027 $ 1,008,025 $ 1,020,525 Secured Credit Facility Incremental Term Loan, due October 2027 248,750 — Secured Credit Facility Revolving Loan 167,000 — Other borrowings 4,910 — Total borrowings 1,428,685 1,020,525 Deferred financing costs (18,162) (17,692) Original issue discount (10,378) (5,515) Total debt 1,400,145 997,318 Less: current portion of long-term debt and other borrowings (186,910) (12,500) Total long-term debt $ 1,213,235 $ 984,818 |
Summary of Aggregate Maturities of Long-term Debt | Aggregate maturities of long-term debt as of September 30, 2022 are as follows (dollars in thousands): 2023 $ 15,000 2024 15,000 2025 15,000 2026 15,000 2027 15,000 Thereafter 1,181,775 $ 1,256,775 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Notional Amounts of Outstanding Derivatives | The notional values of the Company’s outstanding interest rate swap contracts were as follows: September 30, 2022 2021 (dollars in thousands) Interest rate swap contracts $ 1,220,000 $ 1,220,000 The notional values of the Company’s outstanding foreign currency forward contracts were as follows: September 30, 2022 2021 (dollars in thousands) Foreign currency forward contracts $ — $ 28,254 |
Summary of Derivative Instruments, Gain (Loss) | For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive (loss) income was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Interest rate swap contracts $ 58,608 $ 11,429 $ (20,490) Foreign currency forward contracts — (117) (189) Total gain (loss) recognized $ 58,608 $ 11,312 $ (20,679) Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Commodity index contracts $ 113 $ (7,494) $ 101 |
Summary of Cash Flow Hedges Included in Accumulated Other Comprehensive (Loss) Income | For derivatives designated as cash flow hedges, the gain (loss) reclassified from Accumulated other comprehensive (loss) income into the consolidated statements of operations was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Interest rate swap contracts $ 8,694 $ 10,456 $ (4,347) Foreign currency forward contracts — 249 (57) Total gain (loss) reclassified $ 8,694 $ 10,705 $ (4,404) |
Summary 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 loss (gain) in the consolidated statements of operations was: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Foreign currency forward contracts $ (1,587) $ 554 $ 548 The notional values of the Company’s outstanding commodity index contracts were as follows: Fiscal Years Ended September 30, 2022 2021 2020 (volumes in pounds) Aluminum index contracts — 7,200,000 16,300,000 Steel index contracts 600,000 700,000 3,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Before Income Taxes | The components of (loss) income before income taxes were as follows: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) U.S. $ (294,002) $ (75,423) $ 80,229 Foreign 1,600 78,471 27,067 Total $ (292,402) $ 3,048 $ 107,296 |
Summary of Income Tax Expense (Benefit) | Significant components of income tax expense (benefit) were as follows: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Current U.S. Federal $ (7) $ (3,743) $ — State & Local (293) 180 153 Foreign 17,431 19,521 13,214 Total current income tax expense 17,131 15,958 13,367 Deferred U.S. Federal 22,124 (11,032) — State & Local 2,497 (1,384) — Foreign (4,174) (538) 445 Total deferred income tax (benefit) expense 20,447 (12,954) 445 Total $ 37,578 $ 3,004 $ 13,812 |
Summary of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to the Company's income tax expense was as follows (1) : Fiscal Years Ended September 30, 2022 2021 2020 At U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (0.7) % (39.6) % 0.1 % Foreign rate differential (0.1) % 24.6 % 2.6 % Pass-through loss (income) — % 546.2 % (15.7) % Change in valuation allowance (13.3) % (454.5) % (0.8) % Tax settlement — % — % 2.9 % Net uncertain tax positions (0.8) % 55.2 % 1.2 % Non-controlling interests (17.0) % (96.2) % — % Nontaxable income — % (11.9) % — % Branch (loss) income (0.1) % (112.4) % — % Provision to return (0.9) % (7.1) % 0.4 % June transaction/restructuring — % 202.0 % — % Income tax credits 0.2 % (25.1) % — % Nondeductible expenses — % 5.5 % 0.1 % Tax rate change — % (11.3) % — % Other (1.2) % 2.2 % 1.1 % Total (12.9) % 98.6 % 12.9 % _____________ (1) Due to the loss before income taxes incurred in fiscal year ended September 30, 2022, negative rates represent income tax expense and positive rates represent income tax benefits. |
Summary of Components of Deferred Taxes | The Company’s net deferred tax (liability) asset consisted of the following: September 30, 2022 2021 (dollars in thousands) Deferred tax assets Net operating loss $ 34,868 $ 20,991 Operating lease liability 8,939 8,984 Foreign tax credit 4,221 5,617 Investment in partnerships 47,223 50,546 Other 13,238 6,845 Total deferred tax assets 108,489 92,983 Valuation allowance (107,469) (69,245) Total deferred tax assets net of valuation allowance 1,020 23,738 Deferred tax liabilities Operating lease right-of-use assets (8,750) (8,984) Other (448) (2,132) Total deferred tax liabilities (9,198) (11,116) Net deferred tax (liability) asset $ (8,178) $ 12,622 |
Summary of Valuation Allowance | The following table summarizes valuation allowance activity (dollars in thousands): 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) Recorded to Income tax expense (42,065) Recorded to Additional paid-in capital (2) 490 Recorded to Other comprehensive income (3) 3,351 Balance at September 30, 2022 $ (107,469) _____________ (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 in the fiscal year ended September 30, 2022 represents a valuation allowance recorded on investment in partnership activity related to the repayment of member notes. The amount recorded as Additional paid-in capital in fiscal year September 30, 2021 represents valuation allowances recorded on the investment in partnerships and other foreign tax credit carryforwards as part of the Reorganization Transactions. |
Summary of 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, 2022 2021 2020 (dollars in thousands) Balance at beginning of the year $ 8,424 $ 6,332 $ 5,053 Tax positions taken during the current year 2,635 1,823 1,279 Adjustments to tax positions taken during the prior year (30) — — Impact of foreign currency 13 269 — Settlements with tax authorities (1,802) — — Balance at end of the year $ 9,240 $ 8,424 $ 6,332 |
Summary of Income Tax Examinations | Tax Years France 2019-2020 Germany 2017-2019 India 2018 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 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 Accrual for warranties issued 6,795 Warranty settlements made (6,352) Balance at September 30, 2022 $ 28,743 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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: Interest rate swap contracts $ 22,777 — 22,777 — Total $ 22,777 $ — $ 22,777 $ — Other long-term assets: Interest rate swap contracts $ 60,232 $ — $ 60,232 $ — Total $ 60,232 $ — $ 60,232 $ — Accrued expenses: Commodity index contracts $ 62 $ — $ 62 $ — Interest rate swap contracts 10,590 — 10,590 — Total $ 10,652 $ — $ 10,652 $ — Other long-term liabilities: Interest rate swap contracts $ 28,381 $ — $ 28,381 $ — Contingent consideration 610 — — 610 Total $ 28,991 $ — $ 28,381 $ 610 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 |
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, 2020 $ 700 Royalty payments (339) Fair value adjustments 142 Balance at September 30, 2021 503 Royalty payments (174) Fair value adjustments 281 Balance at September 30, 2022 $ 610 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Profit Interest Units and their Corresponding Distribution Thresholds | The following table summarizes the Company’s profits interest units distribution thresholds as of September 30, 2022, which serve as a cashless exercise price: Distribution Threshold (per unit) (1) Service-Based Units Hybrid Units $5.38 - $6.88 — — $6.89 - $8.38 — — $8.39 - $9.38 1,460,619 1,118,019 $9.39 - $10.63 730,310 559,010 Total 2,190,929 1,677,029 _____________ (1) The exercise price of units outstanding as of September 30, 2022 reflect the non-cash adjustments to the units as a result of the cash dividends paid by the Company. As such, the distribution thresholds noted above have been reduced by $0.12 per unit to reflect the adjustment. Distribution Threshold (per unit) (1) Service-Based Units $5.42 - $6.92 3,209,886 $6.93 - $8.42 3,209,886 $8.43 - $9.42 2,537,705 $9.43 - $10.67 1,289,524 Total 10,247,001 _____________ (1) The exercise price of units outstanding as of September 30, 2022 reflect the non-cash adjustments to the unit thresholds as a result of the cash dividends paid by the Company. As of September 30, 2022, certain employees received a total cash distribution payment of $0.04 per unit in lieu of a distribution threshold reduction. As such, the distribution thresholds noted above have been reduced by $0.08 per unit to reflect the adjustment. |
Summary of Profits Interest Units Activity | The following tables summarize the Company’s profits interest unit activity: Service-Based Units Hybrid Units Units Weighted Average Exercise Price Weighted Average Fair Value Units Weighted Average Exercise Price Weighted Average Fair Value Nonvested units, September 30, 2020 — $ — $ — — $ — $ — Total units converted from liability awards (1) 16,060,898 $ 8.09 $ 9.02 1,777,770 $ 9.50 $ 7.88 Vested units (4,347,883) $ 7.76 $ 9.15 — $ — $ — Nonvested units, September 30, 2021 11,713,015 $ 8.21 $ 8.97 1,777,770 $ 9.50 $ 7.88 Vested units (5,353,633) $ 8.00 $ 8.87 (592,590) $ 9.50 $ 7.48 Forfeited units (3,622,968) $ 7.90 $ 9.30 — $ — $ — Nonvested units, September 30, 2022 (2) 2,736,414 $ 8.64 $ 7.19 1,185,180 9.50 8.09 Service-Based Units Hybrid Units Units Weighted Average Exercise Price Weighted Average Fair Value Units Weighted Average Exercise Price Weighted Average Fair Value Vested units, September 30, 2020 — $ — $ — — $ — $ — Vested units converted from liability awards (1) 3,521,564 $ 7.62 $ 9.27 — $ — $ — Units vested post conversion 826,319 $ 8.33 $ 8.64 — $ — $ — Vested units, September 30, 2021 4,347,883 $ 7.76 $ 9.15 — $ — $ — Vested units 5,353,633 $ 8.00 $ 8.87 592,590 $ 9.50 $ 7.48 Adjustment to vested hybrid units (3) — $ — $ — (100,741) $ 9.50 $ 7.48 Vested units, September 30, 2022 (2) 9,701,516 $ 7.85 $ 9.00 491,849 $ 9.50 $ 7.48 _________ (1) On August 5, 2021, the Company modified its profits interest plans to be settled in LLC Units, which can be redeemed for shares of Class A common stock. Given the awards were no longer to be settled in cash and were to be 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. 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. (2) The aggregate intrinsic value of all nonvested and vested profits unit awards outstanding was zero. (3) The hybrid awards vest based on achievement of a performance target. For the awards that vested during the second quarter of fiscal year 2022, 83% of the awards met the performance target resulting in a 17% reduction in the number of vested units. The following tables summarize the Company’s RSU activity: Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Nonvested, September 30, 2020 — $ — Granted 119,553 $ 17.02 Converted (1) 2,743,532 $ 17.59 Vested (776,544) $ 17.59 Nonvested, September 30, 2021 2,086,541 $ 17.56 Granted 2,762,421 $ 16.50 Vested (609,370) $ 12.91 Forfeited (1,082,840) $ 17.49 Nonvested, September 30, 2022 3,156,752 $ 17.06 Total RSUs Number of RSUs Weighted Average Grant Date Fair Value Vested, September 30, 2020 — $ — Vested units converted (1) 776,544 $ 17.59 Vested, September 30, 2021 776,544 $ 17.59 Vested units converted — $ — Units vested post conversion 609,370 $ 12.91 Units settled (2) (471,055) $ 14.32 Units forfeited or cancelled — $ — Vested, September 30, 2022 914,859 $ 16.16 ____________ (1) As described above, on September 30, 2021, the Company modified the Legacy LTIP awards such that both fully vested and unvested awards were converted to RSUs. (2) For RSUs granted after the Company's IPO, the settlement of awards occurs on the vesting date. For RSUs that were converted from Legacy LTIP awards, the post vesting settlement of awards can occur up to ten years after the vesting date. |
Summary of Weighted Average Assumptions Used to Estimate the Fair Value of the Profits Interest Units which are outstanding | The fair value and corresponding stock-based compensation expense for options was determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the options as of September 30, 2022 were as follows: Expected term (in years) 6.0 Risk-free interest rate 1.24 % Expected volatility 39.01 % Expected dividend yield — % |
Summary of Options Activity | The following table summarizes the Company’s option activity: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Outstanding, September 30, 2021 — $ — Granted 1,038,866 $ 18.05 Exercised — $ — Forfeited (422,792) $ 18.05 Expired (51,847) $ 18.05 Outstanding, September 30, 2022 564,227 $ 18.05 8.1 Exercisable, September 30, 2022 59,882 $ 18.05 0.3 |
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, 2022 2021 2020 (dollars in thousands) Profits interest awards: Service-based profits interest awards $ (388) $ 105,419 $ — Hybrid profits interest awards 5,828 4,783 — Total profits interest awards (1) 5,440 110,202 — Options 2,100 — — Legacy LTIP awards — 15,782 4,372 RSUs 36,399 251 — ESPP 315 — — Total stock-based compensation expense (2) $ 44,254 $ 126,235 $ 4,372 _____________ (1) In the fiscal year ended September 30, 2022, the Company recorded a reversal of $26.4 million of stock-based compensation expense related to the forfeiture of unvested profits interest awards in connection with the termination of certain senior executives. (2) In addition to the stock-based compensation expense recognized for the awards listed above, $1.1 million, $4.9 million, and $0.1 million of expense was recognized in relation to partial recourse notes during the fiscal years ended September 30, 2022, 2021 and 2020, respectively. See Note 19 for further information. |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Net sales $ 819,738 $ 613,039 $ 153,682 $ — $ 1,586,459 Adjusted income (loss) from operations (1) $ 47,265 $ 114,926 $ 24,451 $ (249,093) $ (62,451) Depreciation and amortization $ 9,554 $ 1,073 $ 5,755 $ 44,952 $ 61,334 Capital expenditures $ 1,192 $ 1,347 $ 3,580 $ 94,809 $ 100,928 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 (loss) 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 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 (loss) 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 Capital expenditures $ 39 $ 6,961 $ 1,742 $ 20,672 $ 29,414 _____________ (1) Adjusted income (loss) 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, financing and IPO costs and COVID-19 costs. |
Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes | The information below provides a reconciliation of adjusted income from operations to (loss) income before taxes: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) Segment adjusted income from operations Americas $ 47,265 $ 203,689 $ 178,079 EMEA 114,926 221,135 136,547 APAC 24,451 35,424 23,369 Segment adjusted income from operations for reportable segments $ 186,642 $ 460,248 $ 337,995 Unallocated net expenses (1) (344,301) (259,882) (187,098) Adjustments to (loss) income before taxes Stock/unit-based compensation expense (45,399) (131,176) (4,514) Restructuring costs (22,445) — — Gain on disposal of assets held for sale — 5,185 — Interest expense, net (75,623) (65,879) (39,087) Gain on Tax Receivable Agreement liability remeasurement 9,226 — — Loss from early extinguishment of debt — (5,448) — Other expense (502) — — (Loss) income before taxes $ (292,402) $ 3,048 $ 107,296 _____________ (1) Unallocated net expenses includes Corporate/Other, which consists of unallocated corporate and certain supply chain expenses, inter-segment eliminations and other adjustments, including business and operational transformation costs, financing and IPO costs and COVID-19 costs. |
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, 2022 Americas EMEA APAC Corporate/Other Total (dollars in thousands) Segment assets (1) $ 147,502 $ 138,316 $ 53,685 $ — $ 339,503 All other (2) 1,108,471 Total assets $ 1,447,974 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 _____________ (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 and other tax assets; 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. |
Summary of Net Sales by Geographic Area | The information below summarizes net sales by geographic area: Fiscal Years Ended September 30, 2022 2021 2020 (dollars in thousands) United States $ 709,196 $ 958,933 $ 803,368 Germany 182,911 228,669 194,535 All Other 694,352 794,804 527,357 Total $ 1,586,459 $ 1,982,406 $ 1,525,260 |
Summary of Right-of-Use Assets and Property, Equipment and Leasehold Improvements by Geographic Area | The information below summarizes operating lease right-of-use assets and property, equipment and leasehold improvements, net by geographic area: September 30, 2022 2021 (dollars in thousands) United States $ 198,193 $ 157,187 All Other 84,942 72,604 Total $ 283,135 $ 229,791 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of 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, 2022: LLC Units Ownership Percentage LLC Units held by Weber Inc. 53,102,598 18 % Units held by Pre-IPO LLC Members 234,506,636 82 % Balance at end of period 287,609,234 100 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Unit [Abstract] | |
Summary 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 Years Ended September 30, 2022 2021 (in thousands, except shares and per share data) Numerator - basic: Net (loss) income $ (329,980) $ 5,549 Less: Net income attributable to Weber Inc. prior to the IPO — 54,527 Less: Net loss attributable to non-controlling interests (256,392) (42,177) Net loss attributable to Weber Inc. - basic $ (73,588) $ (6,801) Numerator - diluted: Net loss attributable to Weber Inc. - basic (73,588) (6,801) Denominator - basic: Weighted average shares of Class A common stock outstanding - basic 53,539,619 51,788,320 Denominator - diluted: Weighted average shares of Class A common stock outstanding - basic 53,539,619 51,788,320 Loss per share of Class A common stock outstanding - basic $ (1.37) $ (0.13) Loss per share of Class A common stock outstanding - diluted $ (1.37) $ (0.13) |
Summary 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 Years Ended September 30, 2022 2021 Paired Interests 241,698,629 235,390,287 Profits interest awards 3,066,681 5,408,655 Options and ESPP 460,877 — RSUs 1,801,657 5,787 |
General - Narrative (Details)
General - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 30, 2020 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) country | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | ||
Accounting Policies [Line Items] | ||||||
Number of countries in which entity operates | country | 78 | |||||
Selling, general and administrative expense | [1],[2] | $ 584,631,000 | $ 738,830,000 | $ 444,975,000 | ||
Receivables purchase agreement, sale of receivables, maximum amount | $ 235,000,000 | |||||
Receivables purchase agreement, trade accounts receivable sold | 141,800,000 | |||||
Receivables purchase agreement, trade accounts receivable outstanding | 0 | |||||
Gain on disposal of assets held for sale | 0 | 5,185,000 | 0 | |||
Advertising expense | 71,400,000 | 110,100,000 | 68,700,000 | |||
Share-based payment arrangement, expense | $ 44,254,000 | 126,235,000 | 4,372,000 | |||
Legacy Long Term Incentive Plan Awards, Post Modification | Change in Accounting Principle, Other | ||||||
Accounting Policies [Line Items] | ||||||
Share-based payment arrangement, expense | 12,500,000 | |||||
Manufacturing Site | ||||||
Accounting Policies [Line Items] | ||||||
Disposal of long-lived assets | 8,300,000 | |||||
Proceeds from sale of property, plant, and equipment | $ 13,500,000 | |||||
Gain on disposal of assets held for sale | $ 5,200,000 | |||||
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 Technology Rights | ||||||
Accounting Policies [Line Items] | ||||||
Useful lives (in years) | 15 years | |||||
Other Expense | ||||||
Accounting Policies [Line Items] | ||||||
Receivables purchase agreement, loss on sale of trade receivables | $ 500,000 | |||||
Selling, general and administrative | ||||||
Accounting Policies [Line Items] | ||||||
Research and development expense | 49,700,000 | 42,800,000 | 18,200,000 | |||
Shipping and Handling | ||||||
Accounting Policies [Line Items] | ||||||
Selling, general and administrative expense | $ 164,000,000 | $ 163,800,000 | $ 116,300,000 | |||
[1]Includes related party compensation expense of $420, zero and zero for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12).[2]Includes related party rental expense of $665, $538 and $235 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12). |
General - Summary of Company's
General - Summary of Company's Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 2,620 | $ 3,262 |
Charges (credits) to the provision, net | 1,046 | 591 |
Accounts written off, net of recoveries | (64) | (1,233) |
Ending balance | $ 3,602 | $ 2,620 |
General - Summary of Components
General - Summary of Components of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Work-in-process and materials | $ 68,186 | $ 60,367 |
Finished products | 271,317 | 272,254 |
Total inventories, net | $ 339,503 | $ 332,621 |
General - Property, Plant and E
General - Property, Plant and Equipment, Useful Lives (Details) | 12 Months Ended |
Sep. 30, 2022 | |
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 |
General - Summary of Prepaid Ex
General - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Value added taxes receivable | $ 30,407 | $ 14,572 |
Current portion of derivative instruments | 22,277 | 12,274 |
Other | 38,325 | 41,390 |
Total prepaid expenses and other current assets | $ 91,009 | $ 68,236 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Summary of Company's Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 110,612 | $ 30,570 |
Foreign exchange | (5,186) | (1,555) |
Acquisitions | 81,597 | |
Acquisitions | (1,284) | (27,886) |
Ending Balance | 104,142 | 110,612 |
Americas | ||
Goodwill [Line Items] | ||
Beginning Balance | 73,696 | 19,219 |
Foreign exchange | 0 | 0 |
Acquisitions | 54,477 | |
Acquisitions | (1,284) | |
Ending Balance | 72,412 | 73,696 |
EMEA | ||
Goodwill [Line Items] | ||
Beginning Balance | 10,589 | 10,722 |
Foreign exchange | (1,624) | (133) |
Acquisitions | 0 | |
Acquisitions | 0 | |
Ending Balance | 8,965 | 10,589 |
APAC | ||
Goodwill [Line Items] | ||
Beginning Balance | 26,327 | 629 |
Foreign exchange | (3,562) | (1,422) |
Acquisitions | 27,120 | |
Acquisitions | 0 | |
Ending Balance | $ 22,765 | $ 26,327 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Summary of Company's Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 567,762 | $ 618,259 |
Net Book Value | 478,218 | 502,078 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | (89,544) | (116,181) |
Net Book Value | $ 168,218 | |
Trademarks—Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 13 years 7 months 6 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 55,900 | 55,900 |
Accumulated Amortization | (11,465) | (8,079) |
Net Book Value | 44,435 | 47,821 |
Trademarks, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 365,900 | 365,900 |
Net Book Value | 354,435 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (11,465) | (8,079) |
Net Book Value | 357,821 | |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 8 years 2 months 12 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 89,215 | 91,563 |
Accumulated Amortization | (55,279) | (50,483) |
Net Book Value | $ 33,936 | 41,080 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 7 years 1 month 6 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 3,428 | 49,428 |
Accumulated Amortization | (1,647) | (47,389) |
Net Book Value | $ 1,781 | 2,039 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 4 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 4,500 | 4,500 |
Accumulated Amortization | (2,550) | (2,100) |
Net Book Value | $ 1,950 | 2,400 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 13 years 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 87,000 | 87,000 |
Accumulated Amortization | (9,939) | (4,139) |
Net Book Value | $ 77,061 | 82,861 |
Reacquired rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 1 year 9 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 12,019 | 13,568 |
Accumulated Amortization | (5,408) | (2,035) |
Net Book Value | $ 6,611 | 11,533 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Years | 1 year 3 months 18 days | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 5,700 | 6,300 |
Accumulated Amortization | (3,256) | (1,956) |
Net Book Value | 2,444 | 4,344 |
Other intangible assets, net | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 201,862 | 252,359 |
Accumulated Amortization | (78,079) | (108,102) |
Net Book Value | 123,783 | 144,257 |
Trademark—Weber | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 310,000 | 310,000 |
Net Book Value | $ 310,000 | $ 310,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Summary of Amortization Expense on Intangible Assets (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 20,191 |
2024 | 18,229 |
2025 | 14,680 |
2026 | 14,680 |
2027 | 14,380 |
Thereafter | 86,058 |
Total | $ 168,218 |
Goodwill and Other Intangible_5
Goodwill and Other Intangibles - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 20,605 | $ 17,220 | $ 13,235 |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements - Summary of Property, Equipment and Leasehold Improvements, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 491,562 | $ 414,872 |
Accumulated depreciation | (280,306) | (252,043) |
Total | 211,256 | 162,829 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,469 | 6,453 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59,461 | 44,829 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 98,637 | 79,286 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 254,112 | 238,601 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,752 | 13,156 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 59,131 | $ 32,547 |
Property, Equipment and Lease_4
Property, Equipment and Leasehold Improvements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 40,729 | $ 27,082 | $ 29,112 |
Amortization of capitalized software costs | 10,900 | 6,900 | $ 5,800 |
Unamortized software costs | $ 54,000 | $ 29,100 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued payroll and employee benefits | $ 20,696 | $ 59,035 | |
Accrued restructuring costs | 17,587 | 0 | |
Current portion of derivative instruments | 10,652 | 14,688 | |
Current portion of operating lease liabilities | 12,669 | 13,040 | |
Other | 61,052 | 63,847 | |
Total | [1] | $ 122,656 | $ 150,610 |
[1] Includes related party operating lease liabilities of $365 and $431 at September 30, 2022 and 2021, respectively (see Note 12). |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 22,445 | $ 0 | $ 0 | ||
Accrued restructuring costs | $ 17,587 | 17,587 | $ 0 | ||
Restructuring Plan 2022 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 22,400 | 22,445 | |||
Accrued restructuring costs | 17,600 | 17,600 | |||
Restructuring Plan 2022 | Forecast | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for Restructuring | $ 18,000 | ||||
Restructuring Plan 2022 | Severance and Other Termination-Related Benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 12,800 | 12,872 | |||
Restructuring Plan 2022 | Contract Termination Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 5,200 | $ 5,151 | |||
Restructuring Plan 2022 | Other Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 4,400 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Charges, net (1) | $ 22,445 | $ 0 | $ 0 | |
Restructuring costs | 22,445 | 0 | $ 0 | |
Restructuring Plan 2022 | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Charges, net (1) | $ 22,400 | 22,445 | ||
Cash payments and reserve usage | (4,858) | |||
Ending balance | 17,587 | 17,587 | 0 | |
Restructuring costs | 22,400 | 22,445 | ||
Restructuring Plan 2022 | Americas | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges, net (1) | 10,000 | |||
Restructuring costs | 10,000 | |||
Restructuring Plan 2022 | EMEA | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges, net (1) | 700 | |||
Restructuring costs | 700 | |||
Restructuring Plan 2022 | APAC | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges, net (1) | 2,700 | |||
Restructuring costs | 2,700 | |||
Restructuring Plan 2022 | Corporate/Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges, net (1) | 9,000 | |||
Restructuring costs | 9,000 | |||
Severance and Other Termination-Related Benefits | Restructuring Plan 2022 | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Charges, net (1) | 12,800 | 12,872 | ||
Cash payments and reserve usage | (436) | |||
Ending balance | 12,436 | 12,436 | 0 | |
Restructuring costs | 12,800 | 12,872 | ||
Contract Termination Costs | Restructuring Plan 2022 | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Charges, net (1) | 5,200 | 5,151 | ||
Cash payments and reserve usage | 0 | |||
Ending balance | 5,151 | 5,151 | 0 | |
Restructuring costs | 5,200 | 5,151 | ||
Asset Disposals | Restructuring Plan 2022 | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Charges, net (1) | 4,422 | |||
Cash payments and reserve usage | (4,422) | |||
Ending balance | $ 0 | 0 | $ 0 | |
Restructuring costs | $ 4,422 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) extension | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract (in years) | 18 years | |||
Cash payments for operating leases | $ 16,600 | $ 14,700 | $ 14,500 | |
Operating leases, rent expense | 17,400 | 14,700 | 13,900 | |
Proceeds from financing obligation | $ 0 | $ 0 | $ 39,500 | |
U.S. Manufacturing Facility | ||||
Lessee, Lease, Description [Line Items] | ||||
Proceeds from financing obligation | $ 39,500 | |||
Facility lease term (in years) | 15 years | |||
Number of extension periods | extension | 4 | |||
Extension period, term (in years) | 5 years | |||
Annual rental payment due | $ 2,300 | |||
Sale leaseback transaction, lease terms, annual rent increase (percent) | 2.25% |
Leases - Summary of Operating o
Leases - Summary of Operating on Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | [1] | $ 71,879 | $ 66,962 |
Current operating lease liabilities | 12,669 | 13,040 | |
Non-current operating lease liabilities | [2] | $ 60,544 | $ 55,329 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | |
[1] Includes related party operating lease assets of $1,074 and $1,629 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Total lease costs | $ 20,529 | $ 16,804 | $ 17,585 |
Selling, general and administrative | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 13,911 | 13,771 | 12,739 |
Short-term lease cost | 706 | 817 | 476 |
Variable lease cost | 2,434 | 1,289 | 3,232 |
Cost of goods sold | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 3,478 | $ 927 | $ 1,138 |
Leases -Schedule of Weighted Av
Leases -Schedule of Weighted Average Lease Term and Discount Rates (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 8 years | 8 years |
Weighted average discount rates | 5.22% | 4.49% |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating leases | |
2023 | $ 16,558 |
2024 | 15,126 |
2025 | 12,715 |
2026 | 10,451 |
2027 | 7,720 |
Thereafter | 29,801 |
Total lease payments | 92,371 |
Less: Effect of discounting to net present value | 19,158 |
Present value of lease liabilities | $ 73,213 |
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, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 25,378 | $ 30,100 |
Leases - Sale Leaseback Transac
Leases - Sale Leaseback Transaction (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Sale Leaseback Transaction [Line Items] | ||
Accumulated depreciation | $ (280,306) | $ (252,043) |
Total | 211,256 | 162,829 |
U.S. Manufacturing Facility | ||
Sale Leaseback Transaction [Line Items] | ||
Land | 1,580 | 1,580 |
Buildings | 29,464 | 29,464 |
Accumulated depreciation | (10,816) | (9,453) |
Total | 20,228 | 21,591 |
Current portion of financing obligation | 675 | 592 |
Long-term financing obligation | 37,719 | 38,394 |
Total financing obligation | $ 38,394 | $ 38,986 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,256,775 | |
Total debt | 1,256,775 | |
Less: current portion of long-term debt and other borrowings | (186,910) | $ (12,500) |
Long-term debt, less current portion | 1,213,235 | 984,818 |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,400,145 | 997,318 |
Other borrowings | 4,910 | 0 |
Total borrowings | 1,428,685 | 1,020,525 |
Deferred financing costs | (18,162) | (17,692) |
Original issue discount | (10,378) | (5,515) |
Total debt | 1,400,145 | 997,318 |
Less: current portion of long-term debt and other borrowings | (186,910) | (12,500) |
Long-term debt, less current portion | 1,213,235 | 984,818 |
Secured Credit Facility Term Loan, due October 2027 | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,008,025 | 1,020,525 |
Total debt | 1,008,025 | 1,020,525 |
Secured Credit Facility Incremental Term Loan, due October 2027 | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 248,750 | 0 |
Total debt | 248,750 | 0 |
Secured Credit Facility Revolving Loan | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 167,000 | 0 |
Total debt | $ 167,000 | $ 0 |
Debt - Summary of Aggregate Mat
Debt - Summary of Aggregate Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2023 | $ 15,000 |
2024 | 15,000 |
2025 | 15,000 |
2026 | 15,000 |
2027 | 15,000 |
Thereafter | 1,181,775 |
Total debt | $ 1,256,775 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Mar. 02, 2022 | Oct. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,256,775,000 | ||||
Loss from early extinguishment of debt | 0 | $ (5,448,000) | $ 0 | ||
Bank Overdrafts | Europe | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | ||||
Revolving loan outstanding | $ 4,900,000 | ||||
Interest rate, stated percentage | 5.75% | ||||
BDT Capital Partners Fund Term Loan | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Interest rate during the period | 3.25% | ||||
BDT Capital Partners Fund Term Loan | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
BDT Capital Partners Fund Term Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
BDT Capital Partners Fund Term Loan | Minimum | Fed Funds Erate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
BDT Capital Partners Fund Term Loan | Minimum | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0% | ||||
Secured Credit Facility Incremental Term Loan Due October 2027 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Interest rate during the period | 4.25% | ||||
Secured Credit Facility Incremental Term Loan Due October 2027 | Minimum | Fed Funds Erate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Secured Credit Facility Incremental Term Loan Due October 2027 | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Revolving loan outstanding | $ 167,000,000 | ||||
Line of credit facility, remaining borrowing capacity | $ 128,000,000 | ||||
Commitment fee percentage | 0.30% | ||||
Debt, weighted average interest rate | 5.83% | ||||
Revolving Loan | Adjusted London Interbank Offer Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Revolving Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0% | ||||
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% | ||||
Secured Credit Facility Incremental Term Loan Due October 2027 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 250,000,000 | ||||
Payments of financing costs | $ 9,700,000 | ||||
Debt instrument, unamortized discount | $ 6,300,000 | ||||
Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,250,000,000 | ||||
Loss from early extinguishment of debt | $ (5,400,000) | ||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||||
Letter of Credit | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | $ 5,000,000 | ||||
Swing Line Loans | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | 25,000,000 | ||||
Standby Letters of Credit | Revolving Loan | |||||
Debt Instrument [Line Items] | |||||
Commitment fee amount | $ 30,000,000 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Company's Outstanding Interest Rate Swap Contracts (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Interest rate swap contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 1,220,000,000 | $ 1,220,000,000 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Oct. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative, Floor interest rate | 0.75% | ||
Derivative, Cost of hedge net of cash received | $ 0 | ||
Derivative instruments estimated gain loss net | $ 7,200,000 | ||
Interest rate swap contracts | |||
Derivative, Term of Contract | 3 years | ||
Derivative, notional amount | $ 1,220,000,000 | $ 1,220,000,000 | |
Unrealized gain loss on interest rate cash flow hedges, recorded in accumulated other comprehensive (loss) income | $ 38,200,000 | ||
Hybrid Instrument | 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 | Interest rate swap contracts | |||
Derivative, notional amount | $ 360,000,000 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Foreign Currency Forward Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 0 | $ 28,254 |
Derivative Instruments - Summ_3
Derivative Instruments - Summary of the (Loss) Gain Recognized in Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | $ 67,302 | $ 21,742 | $ (16,275) |
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 | 58,608 | 11,312 | (20,679) |
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 | 58,608 | 11,429 | (20,490) |
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 | $ 0 | $ (117) | $ (189) |
Derivative Instruments - Summ_4
Derivative Instruments - Summary of Cash Flow Hedges (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Aug. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification of realized loss on derivative instruments to net income | $ 8,904 | $ 4,404 | ||
Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification of realized loss on derivative instruments to net income | $ 8,694 | $ 10,705 | (4,404) | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification of realized loss on derivative instruments to net income | 8,694 | 10,456 | (4,347) | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Reclassification of realized loss on derivative instruments to net income | $ 0 | $ 249 | $ (57) |
Derivative Instruments - Summ_5
Derivative Instruments - Summary of Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Foreign currency forward contracts | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency forward contracts | $ (1,587) | $ 554 | $ 548 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts of Commodity Index (Details) - lb lb in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Aluminum index contracts | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 0 | 7,200 | 16,300 |
Steel index contracts | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 600 | 700 | 3,000 |
Derivative Instruments - Summ_6
Derivative Instruments - Summary of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Commodity index contracts | $ 113 | $ (7,494) | $ 101 |
Income Taxes - Components of (l
Income Taxes - Components of (loss) income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (294,002) | $ (75,423) | $ 80,229 |
Foreign | 1,600 | 78,471 | 27,067 |
Total | $ (292,402) | $ 3,048 | $ 107,296 |
Income Taxes - Significant comp
Income Taxes - Significant components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Current: | |||
Federal | $ (7) | $ (3,743) | $ 0 |
State and local | (293) | 180 | 153 |
Non-United States | 17,431 | 19,521 | 13,214 |
Current | 17,131 | 15,958 | 13,367 |
Deferred: | |||
Federal | 22,124 | (11,032) | 0 |
State and local | 2,497 | (1,384) | 0 |
Non-United States | (4,174) | (538) | 445 |
Deferred income taxes | 20,447 | (12,954) | 445 |
Income tax provision (benefit) | $ 37,578 | $ 3,004 | $ 13,812 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
At U.S. Federal statutory tax rate | 21% | 21% | 21% |
State income taxes | (0.70%) | (39.60%) | 0.10% |
Foreign rate differential | (0.10%) | 24.60% | 2.60% |
Pass-through loss (income) | 0% | 546.20% | (15.70%) |
Change in valuation allowance | (13.30%) | (454.50%) | (0.80%) |
Tax settlement | 0% | 0% | 2.90% |
Net uncertain tax positions | (0.80%) | 55.20% | 1.20% |
Non-controlling interests | (17.00%) | (96.20%) | 0% |
Nontaxable income | 0% | (11.90%) | 0% |
Branch (loss) income | (0.10%) | (112.40%) | 0% |
Provision to return | (0.90%) | (7.10%) | 0.40% |
June transaction/restructuring | 0% | 202% | 0% |
Income tax credits | 0.20% | (25.10%) | 0% |
Nondeductible expenses | 0% | 5.50% | 0.10% |
Tax rate change | 0% | (11.30%) | 0% |
Other | (1.20%) | 2.20% | 1.10% |
Total | (12.90%) | 98.60% | 12.90% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Effective tax rate | (12.90%) | 98.60% | 12.90% |
Effective income tax rate reconciliation, noncontrolling interest tax adjustments | $ 49,700 | ||
Recorded to Income tax expense | 37,578 | $ 3,004 | $ 13,812 |
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 | ||
Recorded to Additional paid-in capital | 490 | (47,245) | |
Valuation allowance for certain deferred tax assets not expected to be realized | 107,469 | 69,245 | 9,749 |
Unrecognized tax benefits that would impact the effective tax rate | 4,300 | 4,300 | 2,500 |
Unrecognized tax benefits, income tax penalties and interest expense | 800 | 500 | $ 0 |
Total deferred tax assets net of valuation allowance | 1,020 | 23,738 | |
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 91,400 | ||
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 72,900 | ||
Tax credit carryfowards | 6,700 | ||
Domestic Tax Authority and State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Reserve for NOL carryback, subject to expirataion | 75,600 | ||
Foreign Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Reserve for NOL carryback, subject to expirataion | 12,000 | ||
Operating loss carryforwards | 55,900 | ||
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 Inc. | |||
Tax Credit Carryforward [Line Items] | |||
Tax benefit of investments eliminated | (2,900) | ||
Valuation allowance for certain deferred tax assets not expected to be realized | $ 21,800 | ||
Tax receivable agreement, certain cash tax benefits, percent | 85% | ||
Tax receivable agreement | $ 0 | $ 9,200 | |
Weber HoldCo LLC | |||
Tax Credit Carryforward [Line Items] | |||
Conversion of paired interests (in shares) | 138,583 | 2,349,314 | |
Reorganization Transactions | $ 1,200 | $ 31,200 |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets | |||
Net operating loss | $ 34,868 | $ 20,991 | |
Operating lease liability | 8,939 | 8,984 | |
Foreign tax credit | 4,221 | 5,617 | |
Investment in partnerships | 47,223 | 50,546 | |
Other | 13,238 | 6,845 | |
Total deferred tax assets | 108,489 | 92,983 | |
Valuation allowance | (107,469) | (69,245) | $ (9,749) |
Total deferred tax assets net of valuation allowance | 1,020 | 23,738 | |
Deferred tax liabilities | |||
Operating lease right-of-use assets | (8,750) | (8,984) | |
Other | (448) | (2,132) | |
Total deferred tax liabilities | (9,198) | (11,116) | |
Net deferred tax liability | $ (8,178) | ||
Net deferred tax asset | $ 12,622 |
Income Taxes - Schedule of valu
Income Taxes - Schedule of valuation allowance activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Valuation Allowance [Roll Forward] | ||
Balance at the beginning of the period | $ 69,245 | $ 9,749 |
Recorded to Income tax expense | (42,065) | 15,635 |
Recorded to Goodwill | (1,284) | (27,886) |
Recorded to Additional paid-in capital | 490 | (47,245) |
Recorded to Other comprehensive income | 3,351 | |
Balance at the end of the period | $ 107,469 | $ 69,245 |
Income Taxes - Reconciliation u
Income Taxes - Reconciliation unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 8,424 | $ 6,332 | $ 5,053 |
Tax positions taken during the current year | 2,635 | 1,823 | 1,279 |
Adjustments to tax positions taken during the prior year | (30) | 0 | 0 |
Impact of foreign currency | 13 | 269 | 0 |
Settlements with tax authorities | (1,802) | 0 | 0 |
Balance, end of year | $ 9,240 | $ 8,424 | $ 6,332 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of product warranty reserves and charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Balance at beginning of the period | $ 28,300 | $ 21,909 |
Accrual for warranties issued | 6,795 | 13,424 |
Warranty settlements made | (6,352) | (7,792) |
Acquired June warranty reserve | 759 | |
Balance at the end of the period | $ 28,743 | $ 28,300 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Payment for contingent consideration liability, financing activities | $ 0.2 | $ 0.3 | $ 1.6 |
Contingent consideration, liability | 0.6 | 0.5 | $ 0.7 |
iDevices LLC | |||
Contingent consideration arrangements, range of outcomes, high value | 15 | ||
iDevices LLC | EarnOut And Development Agreement | |||
Contingent consideration arrangements, range of outcomes, low value | $ 8 | ||
Contingent consideration arrangements, range of outcomes, Term (in years) | 10 years | ||
Other Noncurrent Liabilities | |||
Product warranty accrual, noncurrent | $ 23.2 | 23.1 | |
Accounts Payable and Accrued Liabilities | |||
Product warranty accrual, current | $ 5.5 | $ 5.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Postemployment Benefits [Abstract] | |||
Employer discretionary contribution amount | $ 2.8 | $ 2.2 | $ 1.6 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Operating leases, rent expense | $ 17,400,000 | $ 14,700,000 | $ 13,900,000 | |
Operating lease right-of-use assets | [1] | 71,879,000 | 66,962,000 | |
Current operating lease liabilities | 12,669,000 | 13,040,000 | ||
Non-current operating lease liabilities | [2] | 60,544,000 | 55,329,000 | |
Royalty receivables | 50,000 | 119,000 | ||
Selling, general and administrative expense | [3],[4] | 584,631,000 | 738,830,000 | 444,975,000 |
Notes receivable, related parties | 11,300,000 | |||
Interest income, related party | $ 3,000 | 47,000 | 56,000 | |
Weber Inc. | ||||
Tax receivable agreement, certain cash tax benefits, percent | 85% | |||
Tax receivable agreement | $ 0 | 9,200,000 | ||
Weber Inc. | Secured Credit Facility Incremental Term Loan Due October 2027 | ||||
Related party rental expense | 600,000 | |||
Royalty | ||||
Revenue from related parties | 493,000 | 247,000 | 386,000 | |
Royalty receivables | 100,000 | 100,000 | ||
Rental Expense | ||||
Operating leases, rent expense | 0 | 900,000 | 1,000,000 | |
Related party rental expense | 0 | 676,000 | 718,000 | |
Rental Expense | Australia | ||||
Operating leases, rent expense | 700,000 | 300,000 | ||
Operating lease right-of-use assets | 1,100,000 | 1,600,000 | ||
Current operating lease liabilities | 400,000 | 400,000 | ||
Non-current operating lease liabilities | 700,000 | 1,200,000 | ||
Discount Granted As Concession | Royalty | ||||
Revenue from related parties | 100,000 | |||
Reassignment of Insurance Policy Beneficiary to Related Party | ||||
Selling, general and administrative expense | 400,000 | |||
Member Notes | ||||
Notes receivable, related parties | 0 | 11,300,000 | ||
Interest income, related party | $ 0 | $ 0 | $ 0 | |
[1] Includes related party operating lease assets of $1,074 and $1,629 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | $ 22,777 | $ 12,274 |
Other long-term assets: | ||
Other long term assets,Fair Value | 60,232 | 27,267 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 10,652 | 14,688 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 28,991 | 40,895 |
Level 1 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | 0 |
Other long-term assets: | ||
Other long term assets,Fair Value | 0 | 0 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | 0 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 0 | 0 |
Level 2 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 22,777 | 12,274 |
Other long-term assets: | ||
Other long term assets,Fair Value | 60,232 | 27,267 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 10,652 | 14,688 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 28,381 | 40,392 |
Level 3 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | 0 |
Other long-term assets: | ||
Other long term assets,Fair Value | 0 | 0 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | 0 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 610 | 503 |
Foreign currency forward contracts | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 134 | |
Foreign currency forward contracts | Level 1 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | |
Foreign currency forward contracts | Level 2 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 134 | |
Foreign currency forward contracts | Level 3 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | |
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 | 62 | |
Commodity index contracts | Level 1 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | |
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 | 62 | |
Commodity index contracts | Level 3 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | |
Interest rate swap contracts | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 22,777 | 8,762 |
Other long-term assets: | ||
Other long term assets,Fair Value | 60,232 | 27,267 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 10,590 | 14,688 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 28,381 | 40,392 |
Interest rate swap contracts | Level 1 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | 0 |
Other long-term assets: | ||
Other long term assets,Fair Value | 0 | 0 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | 0 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 0 | 0 |
Interest rate swap contracts | Level 2 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 22,777 | 8,762 |
Other long-term assets: | ||
Other long term assets,Fair Value | 60,232 | 27,267 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 10,590 | 14,688 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 28,381 | 40,392 |
Interest rate swap contracts | Level 3 | ||
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets,Fair value | 0 | 0 |
Other long-term assets: | ||
Other long term assets,Fair Value | 0 | 0 |
Accrued expenses: | ||
Accrued expenses,Fair Value | 0 | 0 |
Other long-term liabilities: | ||
Other long term liabilities, fair value | 0 | 0 |
Contingent consideration | ||
Other long-term liabilities: | ||
Other long term liabilities, fair value | 610 | 503 |
Contingent consideration | Level 1 | ||
Other long-term liabilities: | ||
Other long term liabilities, fair value | 0 | 0 |
Contingent consideration | Level 2 | ||
Other long-term liabilities: | ||
Other long term liabilities, fair value | 0 | 0 |
Contingent consideration | Level 3 | ||
Other long-term liabilities: | ||
Other long term liabilities, fair value | $ 610 | $ 503 |
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 (Details) - Contingent consideration - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | $ 503 | $ 700 |
Royalty payments | (174) | (339) |
Fair value adjustments | 281 | 142 |
Balance at the end of the period | $ 610 | $ 503 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Jun. 17, 2022 | Mar. 18, 2022 | Dec. 17, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 9 months 18 days | ||||
Total fair value that vested (in millions) | $ 800,000 | ||||
Options outstanding, intrinsic value | 0 | ||||
Options and ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 1,500,000 | ||||
Expiration period (in years) | 10 years | ||||
Options granted in the period, Weighted average grant date fair value (in dollars per share) | $ 7.06 | ||||
Options and ESPP | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercisable period (in years) | one | ||||
Options and ESPP | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercisable period (in years) | three years | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 16,600,000 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 9 months 18 days | ||||
Fair value of RSUs vested in the period | $ 7,900,000 | $ 13,700,000 | |||
Omnibus Incentive Plan 2021 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 22,694,608 | ||||
Profits Interest Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividends declared per share (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | |
Profits Interest Plan | Profits Interest Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (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 | ||||
Profits Interest Plan | Service-based profits interest awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 5,900,000 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 6 months | ||||
Profits Interest Plan | Hybrid profits interest awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 2,900,000 | ||||
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period | 7 months 6 days | ||||
ESPP | ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price of common stock, percent | 85% | ||||
ESPP | ESPP | Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 9,077,843 | ||||
Shares issued in period (in shares) | 121,246 | ||||
ESPP | ESPP | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price of common stock, percent | 15% |
Stock-Based Compensation - Prof
Stock-Based Compensation - Profits Interest Units Distribution Thresholds (Details) - $ / shares | 12 Months Ended | |||
Jun. 17, 2022 | Mar. 18, 2022 | Dec. 17, 2021 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution Threshold Adjustment | $ 0.12 | |||
Profits Interest Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution Threshold Adjustment | 0.08 | |||
Dividends declared per share (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 |
Profits Interest Plan | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 2,190,929 | |||
Profits Interest Plan | Hybrid profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 1,677,029 | |||
Profits Interest Plan | Distribution Threshold One | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 0 | |||
Profits Interest Plan | Distribution Threshold One | Hybrid profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 0 | |||
Profits Interest Plan | Distribution Threshold Two | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 0 | |||
Profits Interest Plan | Distribution Threshold Two | Hybrid profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 0 | |||
Profits Interest Plan | Distribution Threshold Three | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 1,460,619 | |||
Profits Interest Plan | Distribution Threshold Three | Hybrid profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 1,118,019 | |||
Profits Interest Plan | Distribution Threshold Four | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 730,310 | |||
Profits Interest Plan | Distribution Threshold Four | Hybrid profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 559,010 | |||
Weber HoldCo LLC Units | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 10,247,001 | |||
Weber HoldCo LLC Units | Distribution Threshold One | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 5.38 | |||
Weber HoldCo LLC Units | Distribution Threshold One | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 6.88 | |||
Weber HoldCo LLC Units | Distribution Threshold Two | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 6.89 | |||
Weber HoldCo LLC Units | Distribution Threshold Two | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 8.38 | |||
Weber HoldCo LLC Units | Distribution Threshold Three | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 8.39 | |||
Weber HoldCo LLC Units | Distribution Threshold Three | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 9.38 | |||
Weber HoldCo LLC Units | Distribution Threshold Four | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | 9.39 | |||
Weber HoldCo LLC Units | Distribution Threshold Four | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 10.63 | |||
Weber HoldCo LLC Units | Distribution Threshold Five | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 3,209,886 | |||
Weber HoldCo LLC Units | Distribution Threshold Five | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 5.42 | |||
Weber HoldCo LLC Units | Distribution Threshold Five | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 6.92 | |||
Weber HoldCo LLC Units | Distribution Threshold Six | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 3,209,886 | |||
Weber HoldCo LLC Units | Distribution Threshold Six | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 6.93 | |||
Weber HoldCo LLC Units | Distribution Threshold Six | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 8.42 | |||
Weber HoldCo LLC Units | Distribution Threshold Seven | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 2,537,705 | |||
Weber HoldCo LLC Units | Distribution Threshold Seven | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 8.43 | |||
Weber HoldCo LLC Units | Distribution Threshold Seven | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 9.42 | |||
Weber HoldCo LLC Units | Distribution Threshold Eight | Service-based profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding (in shares) | 1,289,524 | |||
Weber HoldCo LLC Units | Distribution Threshold Eight | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 9.43 | |||
Weber HoldCo LLC Units | Distribution Threshold Eight | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution threshold (in dollars per share) | $ 10.67 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Profits Interest Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Aug. 05, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Vested Units | |||||
LLC units exchanged for each common unit | 504.32 | ||||
Awards met performance target | 83% | ||||
Awards failed to meet performance | 17% | ||||
Profits Interest Plan | Service-based profits interest awards | |||||
Nonvested Units | |||||
Beginning balance (in shares) | 11,713,015 | 0 | |||
Units Outstanding (in shares) | (5,353,633) | 16,060,898 | |||
Vested units, weighted average exercise price (in dollars per share) | $ 8 | $ 8.09 | |||
Vested units, Weighted average fair value (in dollars per share) | $ 8.87 | $ 9.02 | |||
Total units converted from liability awards (in shares) | (4,347,883) | ||||
Total units converted from liability awards (in dollars per share) | $ 7.76 | ||||
Total units converted from liability awards, Weighted average fair value (in dollars per share) | $ 9.15 | ||||
Units forfeited or canceled (in shares) | (3,622,968) | ||||
Forfeited units, weighted average exercise price (in dollars per share) | $ 7.90 | ||||
Forfeited units, Weighted average fair value (in dollars per share) | $ 9.30 | ||||
Ending balance (in shares) | 2,736,414 | 11,713,015 | |||
Vested Units | |||||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 8.21 | $ 0 | |||
Weighted Average Fair Value (in dollars per share) | 7.19 | 8.97 | $ 0 | ||
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 8.64 | $ 8.21 | |||
Aggregate intrinsic value of units outstanding | $ 0 | ||||
Profits Interest Plan | Service-based profits interest awards | Vested | |||||
Nonvested Units | |||||
Beginning balance (in shares) | 4,347,883 | 0 | |||
Ending balance (in shares) | 9,701,516 | 4,347,883 | |||
Vested Units | |||||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 7.76 | $ 0 | |||
Weighted Average Fair Value (in dollars per share) | $ 9 | 9.15 | 0 | ||
Vested units converted from liability awards, Weighted average exercise price (in dollars per share) | $ 7.62 | ||||
Vested units converted from liability awards (in shares) | 3,521,564 | ||||
Vested units converted from liability awards, Weighted average fair value (in dollars per share) | $ 9.27 | ||||
Units vested post conversion (in shares) | 5,353,633 | 826,319 | |||
Units vested post conversion, Weighted average exercise price (in dollars per share) | $ 8 | $ 8.33 | |||
Units vested post conversion, Weighted average fair value (in dollars per share) | $ 8.87 | 8.64 | |||
Adjustment to vested hybrid units (in shares) | 0 | ||||
Adjustment to vested hybrid units (in dollars per share) | $ 0 | ||||
Adjustment to vested hybrid units, Weighted average fair value (in dollars per share) | 0 | ||||
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 7.85 | $ 7.76 | |||
Profits Interest Plan | Hybrid profits interest awards | |||||
Nonvested Units | |||||
Beginning balance (in shares) | 1,777,770 | 0 | |||
Units Outstanding (in shares) | (592,590) | 1,777,770 | |||
Vested units, weighted average exercise price (in dollars per share) | $ 9.50 | $ 9.50 | |||
Vested units, Weighted average fair value (in dollars per share) | $ 7.48 | $ 7.88 | |||
Total units converted from liability awards (in shares) | 0 | ||||
Total units converted from liability awards (in dollars per share) | $ 0 | ||||
Total units converted from liability awards, Weighted average fair value (in dollars per share) | $ 0 | ||||
Units forfeited or canceled (in shares) | 0 | ||||
Forfeited units, weighted average exercise price (in dollars per share) | $ 0 | ||||
Forfeited units, Weighted average fair value (in dollars per share) | $ 0 | ||||
Ending balance (in shares) | 1,185,180 | 1,777,770 | |||
Vested Units | |||||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 9.50 | $ 0 | |||
Weighted Average Fair Value (in dollars per share) | 8.09 | 7.88 | 0 | ||
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 9.50 | $ 9.50 | |||
Profits Interest Plan | Hybrid profits interest awards | Vested | |||||
Nonvested Units | |||||
Beginning balance (in shares) | 0 | 0 | |||
Ending balance (in shares) | 491,849 | 0 | |||
Vested Units | |||||
Beginning Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 0 | $ 0 | |||
Weighted Average Fair Value (in dollars per share) | $ 7.48 | 0 | $ 0 | ||
Vested units converted from liability awards, Weighted average exercise price (in dollars per share) | $ 0 | ||||
Vested units converted from liability awards (in shares) | 0 | ||||
Vested units converted from liability awards, Weighted average fair value (in dollars per share) | $ 0 | ||||
Units vested post conversion (in shares) | 592,590 | 0 | |||
Units vested post conversion, Weighted average exercise price (in dollars per share) | $ 9.50 | $ 0 | |||
Units vested post conversion, Weighted average fair value (in dollars per share) | $ 7.48 | 0 | |||
Adjustment to vested hybrid units (in shares) | (100,741) | ||||
Adjustment to vested hybrid units (in dollars per share) | $ 9.50 | ||||
Adjustment to vested hybrid units, Weighted average fair value (in dollars per share) | 7.48 | ||||
Ending Balance, Nonvested, Weighted Average Exercise Price (in dollars per share) | $ 9.50 | $ 0 |
Stock-Based Compensation - Pr_2
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 (Details) - Options and ESPP | 12 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years |
Risk-free interest rate | 1.24% |
Expected volatility | 39.01% |
Expected dividend yield | 0% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Options Activity (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, September 30, 2021 (in shares) | 0 | |
Granted (in shares) | 1,038,866 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (422,792) | |
Expired (in shares) | (51,847) | |
Outstanding, September 30, 2022 (in shares) | 564,227 | 0 |
Stock Options Weighted Average Exercise Price | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, beginning balance | $ 0 | |
Options granted, weighted average exercise price per share (in dollars per share) | 18.05 | |
Options exercised, weighted average exercise price per share (in dollars per share) | 0 | |
Options forfeited, weighted average exercise price per share (in dollars per share) | 18.05 | |
Options expired, weighted average exercise price per share (in dollars per share) | 18.05 | |
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price, ending balance | $ 18.05 | $ 0 |
Stock Options Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 8 years 1 month 6 days | |
Options exercisable, number of options (in shares) | 59,882 | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 18.05 | |
Options exercisable, weighted average remaining contractual term | 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSU Activitiy (Details) - RSUs - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Nonvested Units | ||
Beginning balance (in shares) | 2,086,541 | 0 |
Units granted (in shares) | 2,762,421 | 119,553 |
Total units converted from liability awards (in shares) | 2,743,532 | |
Units vested (in shares) | (609,370) | (776,544) |
Units forfeited or canceled (in shares) | (1,082,840) | |
Ending balance (in shares) | 3,156,752 | 2,086,541 |
Nonvested, Weighted Average Fair Value | ||
Beginning balance, Weighted average fair value (in dollars per share) | $ 17.56 | $ 0 |
Granted, Weighted average grant date fair value (in dollars per share) | 16.50 | 17.02 |
Total units converted from liability awards, Weighted average fair value (in dollars per share) | 17.59 | |
Vested, Weighted average grant date fair value (in dollars per share | 12.91 | 17.59 |
Forfeited, Weighted average fair value (in dollars per shares) | 17.49 | |
Ending Balance, Weighted average fair value (in dollars per share) | $ 17.06 | $ 17.56 |
Vested RSUs, Number of Shares | ||
Beginning balance, Number of Units (in shares) | 776,544 | 0 |
Vested units converted (in shares) | 0 | 776,544 |
Units vested post conversion (in shares) | 609,370 | |
Units settled (in shares) | (471,055) | |
Units forfeited or cancelled (in shares) | 0 | |
Ending balance, Number of Units (in shares) | 914,859 | 776,544 |
Vested, Weighted Average Grant Date Fair Value | ||
Vested, Beginning Balance, Weighted Average Grate Date Fair Value (in dollars per share) | $ 17.59 | $ 0 |
Vested units converted, Weighted Average Grate Date Fair Value (in dollars per share) | 0 | 17.59 |
Units vested post conversion, Weighted Average Grate Date Fair Value (in dollars per share) | 12.91 | |
Units settled, Weighted Average Grate Date Fair Value (in dollars per share) | 14.32 | |
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) | $ 16.16 | $ 17.59 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-based Compensation Expense, by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued, value, share-based payment arrangement, forfeited | $ 26,400 | ||
Share-based payment arrangement, expense | 44,254 | $ 126,235 | $ 4,372 |
Service-based profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (388) | 105,419 | 0 |
Hybrid profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 5,828 | 4,783 | 0 |
Profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 5,440 | 110,202 | 0 |
Options and ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 2,100 | 0 | 0 |
Legacy LTIP awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 0 | 15,782 | 4,372 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 36,399 | 251 | 0 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 315 | 0 | 0 |
Partial Recourse Notes | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 1,100 | $ 4,900 | $ 100 |
Segments - Narrative (Details)
Segments - Narrative (Details) - segment | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Concentration Risk [Line Items] | |||
Number of operating segments | 3 | ||
Revenue | Customer Concentration Risk | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | 14% | 16% |
Revenue | Customer Concentration Risk | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 10% | 11% |
Accounts Receivable | Customer Concentration Risk | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | 20% | 19% |
Accounts Receivable | Customer Concentration Risk | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% | 13% | 8% |
Segments - Summary of Key Finan
Segments - Summary of Key Financial Performance Measures by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | [1] | $ 1,586,459 | $ 1,982,406 | $ 1,525,260 |
Adjusted income from operations | (62,451) | 200,366 | 150,897 | |
Depreciation and amortization | 61,334 | 44,302 | 42,347 | |
Capital expenditures | 100,928 | 63,534 | 29,414 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted income from operations | 186,642 | 460,248 | 337,995 | |
Operating Segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 819,738 | 1,102,294 | 880,618 | |
Adjusted income from operations | 47,265 | 203,689 | 178,079 | |
Depreciation and amortization | 9,554 | 6,646 | 690 | |
Capital expenditures | 1,192 | 388 | 39 | |
Operating Segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 613,039 | 726,124 | 541,567 | |
Adjusted income from operations | 114,926 | 221,135 | 136,547 | |
Depreciation and amortization | 1,073 | 1,633 | 1,993 | |
Capital expenditures | 1,347 | 548 | 6,961 | |
Operating Segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 153,682 | 153,988 | 103,075 | |
Adjusted income from operations | 24,451 | 35,424 | 23,369 | |
Depreciation and amortization | 5,755 | 3,581 | 1,225 | |
Capital expenditures | 3,580 | 1,849 | 1,742 | |
Corporate, Non-Segment | Corporate/Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted income from operations | (249,093) | (259,882) | (187,098) | |
Depreciation and amortization | 44,952 | 32,442 | 38,439 | |
Capital expenditures | $ 94,809 | $ 60,749 | $ 20,672 | |
[1]Includes related party royalty revenue of $493, $247 and $386 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12). |
Segments - Summary of Reconcili
Segments - Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | $ (62,451) | $ 200,366 | $ 150,897 | |
Unallocated net expenses | (344,301) | (259,882) | (187,098) | |
Adjustments to (loss) income before taxes | ||||
Stock/unit-based compensation expense | (45,399) | (131,176) | (4,514) | |
Restructuring costs | (22,445) | 0 | 0 | |
Gain on disposal of assets held for sale | 0 | 5,185 | 0 | |
Interest expense, net | [1] | (75,623) | (65,879) | (39,087) |
Gain on Tax Receivable Agreement liability remeasurement | 9,226 | 0 | 0 | |
Loss from early extinguishment of debt | 0 | (5,448) | 0 | |
Other expense | (502) | 0 | 0 | |
(Loss) income before taxes | (292,402) | 3,048 | 107,296 | |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment adjusted income from operations for reportable segments | 186,642 | 460,248 | 337,995 | |
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 | 47,265 | 203,689 | 178,079 | |
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 | 114,926 | 221,135 | 136,547 | |
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 | $ 24,451 | $ 35,424 | $ 23,369 | |
[1]Includes related party interest income of $3, $47 and $56 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12). |
Segments - Summary of Reconcila
Segments - Summary of Reconcilaition of Segment Assets to Total Consolidated Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 1,447,974 | $ 1,550,992 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | 339,503 | 332,621 |
All other | 1,108,471 | 1,218,371 |
Total assets | 1,447,974 | 1,550,992 |
Operating Segments | Americas | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | 147,502 | 164,905 |
Operating Segments | EMEA | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | 138,316 | 104,219 |
Operating Segments | APAC | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment assets | $ 53,685 | $ 63,497 |
Segments - Summary of Net Sales
Segments - Summary of Net Sales by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | [1] | $ 1,586,459 | $ 1,982,406 | $ 1,525,260 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 709,196 | 958,933 | 803,368 | |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 182,911 | 228,669 | 194,535 | |
All Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 694,352 | $ 794,804 | $ 527,357 | |
[1]Includes related party royalty revenue of $493, $247 and $386 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively (see Note 12). |
Segments - Summary of Right-of-
Segments - Summary of Right-of-Use Assets and Property, Equipment and Leasehold Improvements by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 283,135 | $ 229,791 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 198,193 | 157,187 |
All Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 84,942 | $ 72,604 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2021 USD ($) shares | Aug. 05, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Class of Stock [Line Items] | |||||
Proceeds from Initial Public Offering | $ | $ 0 | $ 237,500 | $ 0 | ||
Payments of stock issuance costs | $ | $ 2,109 | $ 7,043 | $ 0 | ||
Preferred stock, shares authorized (in shares) | 1,500,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Secured Credit Facility | |||||
Class of Stock [Line Items] | |||||
Repayments of debt | $ | $ 220,100 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period (in shares) | 17,900,000 | ||||
Weber HoldCo LLC | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period (in shares) | 2,700,000 | ||||
Weber HoldCo LLC | IPO | |||||
Class of Stock [Line Items] | |||||
Payments of stock issuance costs | $ | $ 17,400 | ||||
WEBER INC | Secured Credit Facility | |||||
Class of Stock [Line Items] | |||||
Repayments of debt | $ | $ 220,100 | ||||
WEBER INC | IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period in acquisitions (in shares) | 17,900,000 | ||||
Proceeds from Initial Public Offering | $ | $ 237,500 | ||||
WEBER INC | Weber HoldCo LLC | IPO | |||||
Class of Stock [Line Items] | |||||
Payments of stock issuance costs | $ | 17,400 | ||||
Deferred offering costs | $ | $ 9,200 | ||||
Minimum | Common Stock | |||||
Class of Stock [Line Items] | |||||
Percentage of aggregate number of outstanding shares holding | 0.10 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 3,000,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Class A Common Stock | IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period in acquisitions (in shares) | 17,900,000 | ||||
Stock issued during the period (in shares) | 17,900,000 | ||||
Class A Common Stock | WEBER INC | IPO | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period in acquisitions (in shares) | 17,900,000 | ||||
Class A Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period (in shares) | 17,857,143 | 309,381 | |||
Class A Common Stock | Greenshoe Shares | Weber HoldCo LLC | |||||
Class of Stock [Line Items] | |||||
Proceeds from Initial Public Offering | $ | $ 35,600 | ||||
Class A Common Stock | Greenshoe Shares | Blocker | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during the period (in shares) | 300,000 | ||||
Class A Common Stock | Greenshoe Shares | WEBER INC | Weber HoldCo LLC | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period (in shares) | 2,700,000 | ||||
Proceeds from Initial Public Offering | $ | $ 35,600 | ||||
Class A Common Stock | Greenshoe Shares | WEBER INC | Blocker | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during the period (in shares) | 300,000 | ||||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 1,500,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Weber LLC Units One | Greenshoe Shares | Weber HoldCo LLC | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during the period (in shares) | 2,300,000 | ||||
Weber LLC Units One | Greenshoe Shares | WEBER INC | Weber HoldCo LLC | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during the period (in shares) | 2,300,000 | ||||
LLC Units held by Weber Inc. | IPO | |||||
Class of Stock [Line Items] | |||||
Proceeds from Initial Public Offering | $ | $ 237,500 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | 12 Months Ended |
Sep. 30, 2022 shares | |
Noncontrolling Interest [Line Items] | |
LLC Units (in shares) | 287,609,234 |
Class A Common Stock | Common Stock | |
Noncontrolling Interest [Line Items] | |
Conversion of paired interests (in shares) | 138,583 |
LLC Units and Units Held by Pre-IPO LLC Members | |
Noncontrolling Interest [Line Items] | |
Ownership Percentage | 100% |
LLC Units held by Weber Inc. | |
Noncontrolling Interest [Line Items] | |
LLC Units (in shares) | 53,102,598 |
Ownership Percentage | 18% |
Units Held by Pre-IPO LLC Members | |
Noncontrolling Interest [Line Items] | |
LLC Units (in shares) | 234,506,636 |
Ownership Percentage | 82% |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Net Income Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Aug. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Numerator - basic: | ||||||
Net (loss) income | $ (48,978) | $ (329,980) | $ 5,549 | $ 88,880 | ||
Less: Net income attributable to Weber Inc. prior to the IPO | $ 54,527 | (73,588) | 47,726 | 88,880 | ||
Less: Net loss attributable to non-controlling interests | $ (42,177) | (256,392) | (42,177) | $ 0 | ||
Net loss attributable to Weber Inc. - basic | (73,588) | (6,801) | ||||
Numerator - diluted: | ||||||
Net loss attributable to Weber Inc. - diluted | $ (73,588) | $ (6,801) | ||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 53,539,619 | 51,788,320 | ||||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 53,539,619 | 51,788,320 | ||||
Loss per share of Class A common stock outstanding - basic (in dollars per share) | [1] | $ (1.37) | $ (0.13) | |||
Loss per share of Class A common stock outstanding - diluted (in dollars per share) | [1] | $ (1.37) | $ (0.13) | |||
[1]Basic and diluted earnings (loss) per share in fiscal year 2021 represent only the period from August 5, 2021 to September 30, 2021 (see Note 18). |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Potentially Dilutive Shares Excluded from the Calculation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Paired Interests | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 241,698,629 | 235,390,287 |
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) | 3,066,681 | 5,408,655 |
Options and ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 460,877 | 0 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,801,657 | 5,787 |
Member Notes (Details)
Member Notes (Details) | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||
Capital contribution amount | $ 14,700,000 | $ 500,000 | |
Notes receivable | $ 11,800,000 | 400,000 | |
Total amount due from members on the notes receivable | $ 11,300,000 | ||
Percentage of recourse provisions limt | 0.50 | ||
Share-based payment arrangement, expense | 44,254,000 | $ 126,235,000 | 4,372,000 |
Member Notes | |||
Related Party Transaction [Line Items] | |||
Total amount due from members on the notes receivable | 0 | 11,300,000 | |
Share-based payment arrangement, expense | 4,900,000 | 100,000 | |
Member Notes | Partial Recourse Notes | |||
Related Party Transaction [Line Items] | |||
Share-based payment arrangement, expense | 1,100,000 | ||
Proceeds from member notes | 10,600,000 | 9,100,000 | 0 |
Member Notes | Full recourse note | |||
Related Party Transaction [Line Items] | |||
Proceeds from member notes | $ 800,000 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Dec. 11, 2022 | Nov. 08, 2022 |
Class A Common Stock | Agreement And Plan Of Merger | ||
Subsequent Event [Line Items] | ||
Business acquisition, share price | $ 8.05 | |
BDT Capital Partners Fund Term Loan | Unsecured Debt | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 61.2 | |
Additional of unsecured debt | $ 150 | |
Interest rate, stated percentage | 15% | 12% |
Line of credit facility upfront fee percentage | 2% | 2% |
Commitment fee percentage | 0.50% | |
Ribeye Capital, LLC Loan Agreement | Unsecured Debt | ||
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 120 | |
Ribeye Capital, LLC Loan Agreement | Revolving Credit Facility | Unsecured Debt | ||
Subsequent Event [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 230 |
Uncategorized Items - webr-2022
Label | Element | Value |
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | $ 12,094,000 |
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | 125,000 |
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 92,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 0 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 19,917,000 |
APIC, Share-Based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 19,516,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 228,348,000 |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 7,761,000 |
Members Equity, Repayments of Notes Receivable from Related Parties | webr_MembersEquityRepaymentsOfNotesReceivableFromRelatedParties | 981,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 6,681,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 4,433,000 |
Limited Liability Company (LLC) Members' Equity, Unit-Based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 4,941,000 |
Limited Liability Company (LLC) Members' Equity, Unit-Based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 142,000 |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | (17,042,000) |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | (315,600,000) |
APIC, Share-Based Payment Arrangement, DTA Associated with LTIP Modification | webr_APICShareBasedPaymentArrangementDTAAssociatedWithLTIPModification | (1,171,000) |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 56,000 |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 42,000 |
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 |
Members' Equity, Repurchase of Members' Interest | webr_MembersEquityRepurchaseOfMembersInterest | 188,860,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), after Adjustments, Tax | us-gaap_OtherComprehensiveIncomeLossDerivativeExcludedComponentIncreaseDecreaseAfterAdjustmentsTax | 20,679,000 |
Application Of ASC 842 | webr_ApplicationOfAsc842 | 2,482,000 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 102,692,000 |
Adjustments to Additional Paid in Capital, Recognition of Payables From Tax Receivable Agreement | webr_AdjustmentsToAdditionalPaidInCapitalRecognitionOfPayablesFromTaxReceivableAgreement | 7,065,000 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 1,724,000 |
Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 13,300,000 |
Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 22,327,000 |
Greenshoe Shares [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 13,300,000 |
Greenshoe Shares, Other [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 22,327,000 |
Member Units [Member] | ||
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | 12,094,000 |
Members' Equity, Increase From Contributions | webr_MembersEquityIncreaseFromContributions | 125,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (49,499,000) |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 392,345,000 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet | 0 |
Members Equity, Repayments of Notes Receivable from Related Parties | webr_MembersEquityRepaymentsOfNotesReceivableFromRelatedParties | 981,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 54,527,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 88,880,000 |
Limited Liability Company (LLC) Members' Equity, Unit-Based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 4,941,000 |
Limited Liability Company (LLC) Members' Equity, Unit-Based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 142,000 |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | (315,600,000) |
Adjustments to Members Equity, Members Distributions | webr_AdjustmentsToMembersEquityMembersDistributions | 17,042,000 |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 56,000 |
Members Equity, Interest Income, Related Party | webr_MembersEquityInterestIncomeRelatedParty | 42,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 0 |
Issuance Of Shares In Connection With Acquisition Value | webr_IssuanceOfSharesInConnectionWithAcquisitionValue | 14,582,000 |
Members' Equity, Repurchase of Members' Interest | webr_MembersEquityRepurchaseOfMembersInterest | 188,860,000 |
Application Of ASC 842 | webr_ApplicationOfAsc842 | 2,482,000 |
Additional Paid-in Capital [Member] | ||
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 17,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 209,912,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | (27,210,000) |
APIC, Share-Based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 3,570,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 228,330,000 |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 1,420,000 |
APIC, Share-Based Payment Arrangement, DTA Associated with LTIP Modification | webr_APICShareBasedPaymentArrangementDTAAssociatedWithLTIPModification | (1,171,000) |
Adjustments to Additional Paid in Capital, Interest Income on Notes Receivable | webr_AdjustmentsToAdditionalPaidInCapitalInterestIncomeOnNotesReceivable | 1,000 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 17,945,000 |
Adjustments to Additional Paid in Capital, Recognition of Payables From Tax Receivable Agreement | webr_AdjustmentsToAdditionalPaidInCapitalRecognitionOfPayablesFromTaxReceivableAgreement | 7,065,000 |
Dividends | us-gaap_Dividends | (845,000) |
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 Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 22,752,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 13,299,000 |
Additional Paid-in Capital [Member] | Greenshoe Shares, Other [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 22,325,000 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (6,801,000) |
Dividends | us-gaap_Dividends | 845,000 |
Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (23,850,000) |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 1,343,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 21,595,000 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet | 4,404,000 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet | 8,904,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 6,681,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 649,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), after Adjustments, Tax | us-gaap_OtherComprehensiveIncomeLossDerivativeExcludedComponentIncreaseDecreaseAfterAdjustmentsTax | 20,679,000 |
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 [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 75,000 |
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 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Adjustments To Additional Paid In Capital, Members Distributions | webr_AdjustmentsToAdditionalPaidInCapitalMembersDistributions | 75,000 |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | (212,698,000) |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | (390,054,000) |
APIC, Share-Based Payment Arrangement, ESPP, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition | 15,946,000 |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 6,341,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (42,177,000) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent | 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 |
Adjustments to Additional Paid in Capital, Profits Interest Modifications | webr_AdjustmentsToAdditionalPaidInCapitalProfitsInterestModifications | 84,747,000 |
Other Comprehensive Income (Loss), Reclassification of Realized Losses on Derivative Instruments to Net Income | webr_OtherComprehensiveIncomeLossReclassificationOfRealizedLossesOnDerivativeInstrumentsToNetIncome | 1,472,000 |
Noncontrolling Interest [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | (387,000) |
Noncontrolling Interest [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | (686,000) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (48,411,000) |
Noncontrolling Interests Adjustment for Issuance of New LLC Units Associated with IPO and Distribution of Proceeds from Noncontrolling Interests | webr_NoncontrollingInterestsAdjustmentForIssuanceOfNewLLCUnitsAssociatedWithIPOAndDistributionOfProceedsFromNoncontrollingInterests | 1,443,000 |
Shares Issued During Period, Value, Reorganization Transaction | webr_SharesIssuedDuringPeriodValueReorganizationTransaction | 23,207,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 2,082,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 19,956,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (867,000) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | Greenshoe Shares [Member] | ||
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 81,000 |
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 |
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 [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (122,924) |
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 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 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 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 [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (877,076) |
Common Class B [Member] | Common Stock [Member] | Greenshoe Shares, Other [Member] | ||
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | (1,472,238) |