UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
December 31, 20172018
or
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-38272
 
EVOQUA WATER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
46-4132761
(I.R.S. Employer Identification No.)

210 Sixth Avenue
Pittsburgh, Pennsylvania
(Address of principal executive offices)
 

15222
(Zip code)
(724) 772-0044
(Registrant'sRegistrant’s telephone number, including area code)
         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý   No o
         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer"filer”, "accelerated filer"“accelerated filer”, "smaller“smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer ý
(Do not check if a
smaller reporting company)
 
Smaller reporting company o 
Emerging growth company o
         If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
         There were 113,264,493114,122,042 shares of the registrant'sregistrant’s common stock, par value $0.01 per share, outstanding as of February 1, 2018.2019.



EVOQUA WATER TECHNOLOGIES CORP.
TABLE OF CONTENTS
       
    Page 
 
    
    
    
    
 
    
    
    
    
    
    
    




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward‑looking statements by our use of forward‑looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “will” or “would” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance and statements regarding our two-segment restructuring actions and expected restructuring charges and cost savings for fiscal 2019 and beyond contained in this report are forward‑looking statements.
We have based these forward‑looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward‑looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, as filed with the Securities and Exchange Commission ("SEC"(“SEC”) on December 4, 2017,11, 2018, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation” of this Quarterly Report (“Report”) may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward‑looking statements, or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include:
general global economic and business conditions;

our ability to compete successfully in our markets;

our ability to continue to develop or acquire new products, services and solutions and adapt our business to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance with acceptable margins;

our ability to implement our growth strategy, including acquisitions, and our ability to identify suitable acquisition targets;

our ability to operate or integrate any acquired businesses, assets or product lines profitably or otherwise successfully implement our growth strategy;

our ability to achieve the expected benefits of our restructuring actions and restructuring our business into two segments;
material and other cost inflation and our ability to mitigate the impact of inflation by increasing selling prices and improving our productivity efficiencies;
our ability to execute projects in a timely manner, consistent with our customers’ demands;
our ability to accurately predict the timing of contract awards;
delays in enactment or repeals of environmental laws and regulations;

the potential for us to become subject to claims relating to handling, storage, release or disposal of hazardous materials;

risks associated with product defects and unanticipated or improper use of our products;

the potential for us to incur liabilities to customers as a result of warranty claims ofor failure to meet performance guarantees;

our ability to meet our customers’ safety standards or the potential for adverse publicity affecting our reputation as a result of incidents such as workplace accidents, mechanical failures, spills, uncontrolled discharges, damage to customer or third‑party property or the transmission of contaminants or diseases;

litigation, regulatory or enforcement actions and reputational risk as a result of the nature of our business or our participation in large‑scale projects;

seasonality of sales and weather conditions;

risks related to government customers, including potential challenges to our government contracts or our eligibility to serve government customers;

the potential for our contracts with federal, state and local governments to be terminated or adversely modified prior to completion;

risks related to foreign, federal, state and local environmental, health and safety laws and regulations and the costs associated therewith;

risks associated with international sales and operations, including our operations in China;

our ability to adequately protect our intellectual property from third‑party infringement;

our increasing dependence on the continuous and reliable operation of our information technology systems;

risks related to our substantial indebtedness;

our need for a significant amount of cash, which depends on many factors beyond our control;


risks related to AEA Investors LP’s (along with certain of its affiliates, collectively, “AEA”) ownership interest in us; and

other risks and uncertainties, including those listed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, as filed with the SEC on December 4, 2017,11, 2018, and in other filings we may make from time to time with the SEC.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward‑looking statements. The forward‑looking statements contained in this Report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward‑looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward‑looking statements contained in this Report, they may not be predictive of results or developments in future periods.
Any forward‑looking statement that we make in this Report speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward‑looking statements, whether as a result of new information, future events or otherwise, after the date of this Report.


Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Evoqua Water Technologies Corp. 
Unaudited Condensed Consolidated Financial Statements 


Evoqua Water Technologies Corp.
Condensed Consolidated Balance Sheets
(In thousands)
  (Unaudited)(Unaudited)  
September 30, 2017 December 31, 2017December 31, 2018 September 30, 2018
ASSETS      
Current assets$512,240
 $520,436
$547,914
 $565,560
Cash and cash equivalents59,254
 80,250
63,166
 82,365
Receivables, net245,248
 226,719
239,459
 254,756
Inventories, net120,047
 128,306
162,185
 134,988
Cost and earnings in excess of billings on uncompleted contracts66,814
 65,038
Contract assets55,648
 69,147
Prepaid and other current assets20,046
 19,287
27,068
 23,854
Income tax receivable831
 836
388
 450
Property, plant, and equipment, net280,043
 281,507
322,310
 320,023
Goodwill321,913
 320,927
408,557
 411,346
Intangible assets, net333,746
 329,568
332,179
 340,408
Deferred income taxes2,968
 2,968
3,842
 2,438
Other non‑current assets22,399
 23,503
25,049
 23,842
Total assets$1,473,309
 $1,478,909
$1,639,851
 $1,663,617
LIABILITIES AND EQUITY      
Current liabilities$291,899
 $263,746
$276,212
 $284,719
Accounts payable114,932
 114,489
129,998
 141,140
Current portion of debt11,325
 11,033
11,778
 11,555
Billings in excess of costs incurred27,124
 36,511
Contract liabilities31,089
 17,652
Product warranties11,164
 9,807
8,976
 8,907
Accrued expenses and other liabilities121,923
 88,793
91,007
 97,672
Income tax payable5,431
 3,113
3,364
 7,793
Non‑current liabilities964,835
 862,441
1,016,235
 1,016,882
Long‑term debt878,524
 777,900
929,476
 928,075
Product warranties6,110
 6,497
3,656
 3,360
Other non‑current liabilities67,673
 68,884
71,952
 74,352
Deferred income taxes12,528
 9,160
11,151
 11,095
Total liabilities1,256,734
 1,126,187
1,292,447
 1,301,601
Commitments and Contingent Liabilities (Note 17)

 

Commitments and Contingent Liabilities (Note 19)

 

Shareholders’ equity      
Common stock, par value $0.01: authorized 1,000,000 shares; issued 105,359 shares, outstanding 104,949 shares at September 30, 2017; issued 113,692 shares, outstanding 113,264 shares at December 31, 2017.1,054
 1,137
Treasury stock: 410 shares at September 30, 2017 and 428 shares at December 31, 2017(2,607)
 (2,837)
Common stock, par value $0.01: authorized 1,000,000 shares; issued 115,048 shares, outstanding 113,943 shares at December 31, 2018; issued 115,016 shares, outstanding 113,929 shares at September 30, 20181,145
 1,145
Treasury stock: 1,105 shares at December 31, 2018 and 1,087 shares at September 30, 2018(2,837) (2,837)
Additional paid‑in capital388,986
 529,120
538,013
 533,435
Retained deficit(170,006)
 (173,719)
(182,002) (163,871)
Accumulated other comprehensive loss, net of tax(5,989)
 (6,324)
(9,918) (9,017)
Total Evoqua Water Technologies Corp. equity211,438
 347,377
344,401
 358,855
Non‑controlling interest5,137
 5,345
3,003
 3,161
Total shareholders’ equity216,575
 352,722
347,404
 362,016
Total liabilities and shareholders’ equity$1,473,309
 $1,478,909
$1,639,851
 $1,663,617
See accompanying notes to these Unaudited Condensed Consolidated Financial Statements

Evoqua Water Technologies Corp.
Unaudited Condensed Consolidated Statements of Operations
(In thousands except per share data)
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Revenue from product sales$180,088
 $167,124
Revenue from services142,914
 129,927
Revenue from product sales and services$279,872
 $297,051
323,002
 297,051
Cost of product sales(136,595) (115,852)
Cost of services(97,677) (92,820)
Cost of product sales and services(196,813) (208,672)(234,272) (208,672)
Gross Profit83,059
 88,379
Gross profit88,730
 88,379
General and administrative expense(49,186) (39,064)(54,831) (39,064)
Sales and marketing expense(35,093) (34,241)(36,152) (34,241)
Research and development expense(5,005) (4,653)(4,146) (4,653)
Other operating income (expense)683
 (593)
Total operating expenses(95,129) (77,958)
Other operating income228
 
Other operating expense(188) (593)
Interest expense(14,753) (17,243)(14,443) (17,243)
Loss before income taxes(20,295) (7,415)(20,802) (7,415)
Income tax benefit (expense)7,095
 4,410
Net (loss) income(13,200) (3,005)
Income tax benefit4,514
 4,410
Net loss(16,288) (3,005)
Net income attributable to non‑controlling interest399
 708
442
 708
Net (loss) income attributable to Evoqua Water Technologies Corp.$(13,599) $(3,713)
Basic (loss) earnings per common share$(0.13) $(0.03)
Diluted (loss) earnings per common share$(0.13) $(0.03)
Net loss attributable to Evoqua Water Technologies Corp.$(16,730) $(3,713)
Basic loss per common share$(0.15) $(0.03)
Diluted loss per common share$(0.15) $(0.03)
See accompanying notes to these Unaudited Condensed Consolidated Financial Statements


Evoqua Water Technologies Corp.
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income (Loss)
(In thousands)
 Three Months Ended December 31,
 2016 2017
Net (loss) income$(13,200) $(3,005)
Other comprehensive income   
Foreign currency translation adjustments3,219
 (335)
Less: Comprehensive income attributable to non‑controlling interest(399)
 (708)
Comprehensive (loss) income attributable to Evoqua Water Technologies Corp.$(10,380) $(4,048)
 Three Months Ended
December 31,
 2018 2017
Net loss$(16,288) $(3,005)
Other comprehensive (loss) income   
Foreign currency translation adjustments(1,347) (520)
Unrealized derivative gain on cash flow hedges, net of tax of $0 and $0446
 185
Total other comprehensive loss(901) (335)
Less: Comprehensive income attributable to non‑controlling interest(442) (708)
Comprehensive loss attributable to Evoqua Water Technologies Corp.$(17,631) $(4,048)
See accompanying notes to these Unaudited Condensed Consolidated Financial Statements


Evoqua Water Technologies Corp.
Unaudited Condensed Consolidated Statements of Changes in Equity
(In thousands)
Common
Stock
Shares
 Common
Stock
 Treasury
Stock
Shares
 Treasury
Stock
 Additional
Paid‑in
Capital
 Retained
Deficit
 Accumulated
Other
Comprehensive
Loss
 Non‑controlling
Interest
 TotalCommon Stock Treasury Stock Additional
Paid‑in
Capital
 Retained
Deficit
 Accumulated
Other Comprehensive Loss
 Non‑controlling
Interest
 Total
Balance at September 30, 2016104,495
 $1,045
 245
 $(1,133) $381,223
 $(172,169) $(10,671) $5,640
 $203,935
Equity based compensation expense
 
 
 
 466
 
 
 
 466
Issuance of common stock568
 6
 
 
 4,052
 
 
 
 4,058
Stock repurchases
 
 15
 (120) 
 
 
 
 (120)
Dividends paid to non‑controlling interest
 
 
 
 
 
   (750) (750)
Net income
 
 
 
 
 (13,599) 
 399
 (13,200)
Other comprehensive loss  
   
 
 
 3,219
 
 3,219
Balance at December 31, 2016105,063
 $1,051
 260
 $(1,253) $385,741
 $(185,768) $(7,452) $5,289
 $197,608
Shares Cost Shares Cost Additional
Paid‑in
Capital
 Retained
Deficit
 Accumulated
Other Comprehensive Loss
 Non‑controlling
Interest
 Total
Balance at September 30, 2017105,359
 $1,054
 410
 $(2,607) $388,986
 $(170,006) $(5,989) $5,137
 $216,575
105,359
 $1,054
 410
 $(2,607) 
Equity based compensation expense
 
 
 
 2,612
 
 
   2,612

 
 
 
 2,612
 
 
 
 2,612
Shares of common stock issued in initial public offering, net of offering costs8,333
 83
 
 
 137,522
 
 
   137,605
8,333
 83
 
 
 137,522
 
 
 
 137,605
Stock repurchases
 
 18
 (230) 
 
 
   (230)
 
 18
 (230) 
 
 
 
 (230)
Dividends paid to non‑controlling interest
 
 
 
 
 
 
 (500) (500)
Net income
 
 
 
 
 (3,713) 
 708
 (3,005)
Other comprehensive income
 
 
 
 
 
 (335)   (335)
Dividends paid to non-controlling interest
 
 
 
 
 
 
 (500) (500)
Net loss
 
 
 
 
 (3,713) 
 708
 (3,005)
Other comprehensive loss
 
 
 
 
 
 (335) 
 (335)
Balance at December 31, 2017113,692
 $1,137
 428
 $(2,837) $529,120
 $(173,719) $(6,324) $5,345
 $352,722
113,692
 $1,137
 428
 $(2,837) $529,120
 $(173,719) $(6,324) $5,345
 $352,722
Balance at September 30, 2018115,016
 $1,145
 1,087
 $(2,837) $533,435
 $(163,871) $(9,017) $3,161
 $362,016
Cumulative effect of adoption of new accounting standards
 
 
 
 
 (1,401) 
 
 (1,401)
Equity based compensation expense
 
 
 
 4,525
 
 
 
 4,525
Issuance of common stock11
 
 
 
 68
 
 
 
 68
Shares withheld related to net share settlement (including tax withholdings)21
 
 18
 
 (15) 
 
 
 (15)
Dividends paid to non-controlling interest
 
 
 
 
 
 
 (600) (600)
Net loss
 
 
 
 
 (16,730) 
 442
 (16,288)
Other comprehensive loss
 
 
 
 
 
 (901) 
 (901)
Balance at December 31, 2018115,048
 $1,145
 1,105
 $(2,837) $538,013
 $(182,002) $(9,918) $3,003
 $347,404
See accompanying notes to these Unaudited Condensed Consolidated Financial Statements


Evoqua Water Technologies Corp.
Unaudited Condensed Consolidated Statements of Changes in Cash Flows
(In thousands)
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Operating activities      
Net loss$(13,200) $(3,005)$(16,288) $(3,005)
Reconciliation of net loss to cash flows from operating activities:      
Depreciation and amortization18,647
 19,883
23,090
 19,883
Amortization of deferred financing costs (includes $2,075 and $2,944 write off of deferred financing fees)3,573
 3,842
Amortization of deferred financing costs (includes $0 and $2,944 write off of deferred financing fees)556
 3,842
Deferred income taxes(7,064) (3,088)(766) (3,088)
Share based compensation466
 2,612
(Loss) gain on sale of property, plant and equipment(464) 182
Foreign currency losses (gains) on intracompany loans7,485
 (1,583)
Share-based compensation4,525
 2,612
(Gain) loss on sale of property, plant and equipment(100) 182
Foreign currency losses (gains) on intercompany loans4,661
 (1,583)
Changes in assets and liabilities      
Accounts receivable(11,988) 18,864
12,995
 18,864
Inventories(6,623) (8,259)(20,502) (8,259)
Cost and earnings in excess of billings on uncompleted contracts5,680
 1,905
Contract assets7,220
 1,905
Prepaids and other current assets(1,344) 938
5,988
 938
Accounts payable(14,765) (513)(9,143) (513)
Accrued expenses and other liabilities(10,677) (32,810)(15,394) (32,810)
Billings in excess of costs incurred1,467
 9,313
Contract liabilities12,012
 9,313
Income taxes(1,831) (2,341)(4,503) (2,341)
Other non‑current assets and liabilities1,809
 (359)(217) (359)
Net cash (used in) provided by operating activities(28,829) 5,581
Net cash provided by operating activities4,134
 5,581
Investing activities      
Purchase of property, plant and equipment(13,603) (15,257)(17,569) (15,257)
Purchase of intangibles(341) 
Proceeds from sale of property, plant and equipment746
 387
237
 387
Acquisitions, net of cash acquired of $0(10,730) 
Net cash used in investing activities(23,587) (14,870)(17,673) (14,870)
Financing activities      
Issuance of debt150,000
 
Capitalized deferred issuance costs related to refinancing
(3,928) (1,792)
Issuance of debt, net of deferred issuance costs4,022
 (1,792)
Borrowings under credit facility15,000
 6,000
15,000
 6,000
Repayment of debt(111,358) (108,663)(17,891) (108,663)
Repayment of capital lease obligation(2,113) (2,283)(3,285) (2,283)
Proceeds from issuance of common stock4,052
 137,605
68
 137,605
Taxes paid related to net share settlements of share-based compensation awards(15) 
Stock repurchases(120) (230)
 (230)
Cash paid for interest rate cap(2,235) 
Distribution to non‑controlling interest(750) (500)(600) (500)
Net cash provided by financing activities50,783
 30,137
Net cash (used in) provided by financing activities(4,936) 30,137
Effect of exchange rate changes on cash2,852
 148
(724) 148
Change in cash and cash equivalents$1,219
 $20,996
(19,199) 20,996
Cash and cash equivalents      
Beginning of period50,362
 59,254
82,365
 59,254
End of period$51,581
 $80,250
$63,166
 $80,250

See accompanying notes to these Unaudited Condensed Consolidated Financial Statements

Evoqua Water Technologies Corp.
Unaudited Supplemental Disclosure of Cash Flow Information
(In thousands)
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Supplemental disclosure of cash flow information      
Cash paid for taxes$1,237
 $186
$1,037
 $186
Cash paid for interest$10,450
 $10,749
$13,323
 $10,749
Non‑cash investing and financing activities      
Capital lease transactions$392
 $2,336
$2,584
 $2,336
See accompanying notes to these Unaudited Condensed Consolidated Financial Statements

Evoqua Water Technologies Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
December 31, and September 30, andDecember 31, 20172018
(In thousands)
1. Description of the Company and Basis of Presentation
Background
Evoqua Water Technologies Corp. (referred to herein as the “Company” or “EWT”) was incorporated on October 7, 2013. On January 15, 2014, Evoqua Water Technologies Corp., acquired through its wholly owned entities, EWT Holdings II Corp. and EWT Holdings III Corp. (a/k/a Evoqua Water Technologies), all of the outstanding shares of Siemens Water Technologies, a group of legal entity businesses formerly owned by Siemens AG (Siemens)(“Siemens”). The stock purchase closed on January 15, 2014 and was effective January 16, 2014 (the Acquisition)“Acquisition”). The stock purchase price, net of cash received, was approximately $730,577. On November 6, 2017, the Company completed its initial public offering (“IPO”), pursuant to which an aggregate of 27,777 shares of common stock were sold, of which 8,333 were sold by the Company and 19,444 were sold by the selling shareholders, with a par value of $0.01 per share. After underwriting discounts and commissions and other expenses, the Company received net proceeds from the IPO of approximately $137,605. The Company used a portion of these proceeds to repay $104,936 of indebtedness (including accrued and unpaid interest) under ourEWT III’s senior secured first lien term loan facility and the remainder for general corporate purposes. The Company did not receive any proceeds from the sale of shares by the selling stockholders.shareholders. On November 7, 2017, the selling stockholdersshareholders sold an additional 4,167 shares of common stock as a result of the exercise in full by the underwriters of an option to purchase additional shares.
Evoqua Water Technologies Corp. and subsidiaries will be referred On March 19, 2018, the Company completed a secondary public offering, pursuant to hereinwhich 17,500 shares of common stock were sold by certain selling shareholders. On March 21, 2018, the selling shareholders sold an additional 2,625 shares of common stock as “the Company” or “EWT”.a result of the exercise in full by the underwriters of an option to purchase additional shares. The Company did not receive any proceeds from the sale of shares by the selling shareholders.
The Business
EWT provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its segment branch network. Headquartered in Pittsburgh, Pennsylvania, EWT is a multi‑national corporation with operations in the United States (“U.S.”), Canada, the United Kingdom (“UK”), the Netherlands, Italy, Germany, Australia, China, and Singapore.
The Company is organizationally structured into threetwo reportable segments for the purpose of making operational decisions and assessing financial performance: (i) Industrial,Integrated Solutions and Services and (ii) Municipal and (iii) Products.Applied Product Technologies.
Basis of Presentation
The accompanying Unaudited Condensed Consolidated financial statementsFinancial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP)U.S. (“GAAP”). All intracompanyintercompany transactions have been eliminated. Unless otherwise specified, all dollar amounts in these notes are referred to in thousands.
The unaudited interim condensed consolidated financial statementsUnaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, as filed with the SEC on December 4, 201711, 2018 (“20172018 Annual Report”), in preparing these unaudited condensed consolidated financial statements,Unaudited Consolidated Financial Statements, with the exception of accounting standard updates described in Note 2.2, “Summary of Significant Accounting Policies.” These condensed consolidated financial statementsUnaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes included in our 20172018 Annual Report.

Certain prior period amounts have been reclassified to conform to the current period presentation.

2. Summary of Significant Accounting Policies
Fiscal Year
The Company’s fiscal year ends on September 30.
Use of Estimates
The unaudited condensed consolidated financial statementsUnaudited Consolidated Financial Statements have been prepared in conformity with U.S. GAAP and require management to make estimates and assumptions. These assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statementsUnaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used for, but not limited to: (i) revenue recognition; (ii) allowance for doubtful accounts; (iii) inventory valuation, asset valuations, impairment, and recoverability assessments; (iv) depreciable lives of assets; (v) useful lives of intangible assets; (vi) income tax reserves and valuation allowances; and (vii) product warranty and litigation reserves. Estimates are revised as additional information becomes available. Actual results could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are liquid investments with an original maturity of three or fewer months when purchased.
Accounts Receivable
Receivables are primarily comprised of uncollected amounts owed to us from transactions with customers and are presented net of allowances for doubtful accounts. Allowances are estimated based on historical write‑offs and the economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write‑offs are recorded at the time all collection efforts have been exhausted.
Inventories
Inventories are stated at the lower of cost or market, where cost is generally determined on the basis of an average or first‑in, first‑out (FIFO)(“FIFO”) method. Production costs comprise direct material and labor and applicable manufacturing overheads, including depreciation charges. The Company regularly reviews inventory quantities on hand and writes off excess or obsolete inventory based on estimated forecasts of product demand and production requirements. Manufacturing operations recognize cost of product sales using standard costing rates with overhead absorption which generally approximates actual cost.
Property, Plant, and Equipment
Property, plant, and equipment is valued at cost less accumulated depreciation and impairment losses. If the costs of certain components of an item of property, plant, and equipment are significant in relation to the total cost of the item, they are accounted for and depreciated separately. Depreciation expense is recognized using the straight‑line method. Useful lives are reviewed annually and, if expectations differ from previous estimates, adjusted accordingly. Estimated useful lives for major classes of depreciable assets are as follows:
Asset ClassEstimated Useful Life
Machinery and equipment3 to 20 years
Buildings and improvements10 to 40 years
Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the lease. Costs related to maintenance and repairs that do not extend the assets’ useful life are expensed as incurred.

Acquisitions
Acquisitions are recorded using the purchase method of accounting. The purchase price of acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The excess of the acquisition price over those estimated fair values is recorded as goodwill. Changes to the acquisition date preliminary fair values prior to the expiration of the measurement period, a period not to exceed 12 months from date of acquisition, are recorded as an adjustment to the associated goodwill. Contingent consideration resulting from acquisitions is recorded at its estimated fair value on the acquisition date. These obligations are revalued during each subsequent reporting period and changes in the fair value of the contingent consideration obligations can result from adjustments in the probability of achieving future development steps, sales targets and profitability and are recorded in General and administrative expenses in the Unaudited Consolidated Statements of Operations. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred.
Goodwill and Other Intangible Assets
Goodwill represents purchase consideration paid in a business combination that exceeds the value assigned to the net assets of acquired businesses. Other intangible assets consist of customer‑related intangibles, proprietary technology, software, trademarks and other intangible assets. The Company amortizes intangible assets with definite useful lives on a straight‑line basis over their respective estimated economic lives which range from 1 to 26 years.
The Company reviews goodwill to determine potential impairment annually during the fourth quarter of our fiscal year, or more frequently if events and circumstances indicate that the asset might be impaired. Impairment testing for goodwill is performed at a reporting unit level. We have determined that we have four reporting units. Our quantitative impairment testing utilizes both a market (guideline public company) and income (discounted cash flows) method for determining fair value. In estimating the fair value of the reporting unit utilizing a discounted cash flow (“DCF”) valuation technique, we incorporate our judgment and estimates of future cash flows, future revenue and gross profit growth rates, terminal value amount, capital expenditures and applicable weighted‑average cost of capital used to discount these estimated cash flows. The estimates and projections used in the estimate of fair value are consistent with our current budget and long‑range plans, including anticipated change in market conditions, industry trend, growth rates and planned capital expenditures, among other considerations.
Impairment of Long‑Lived Assets
Long‑lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset or asset group is expected to generate. If the carrying amount of an asset or asset group is not recoverable, the Company recognizes an impairment loss based on the excess of the carrying amount of the asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value.
Debt Issuance Costs and Debt Discounts
Debt issuance costs are capitalized and amortized over the contractual term of the underlying debt using the straight line method which approximates the effective interest method. Debt discounts and lender arrangement fees deducted from the proceeds have been included as a component of the carrying value of debt and are being amortized to interest expense using the effective interest method.
Beginning in the first quarter of 2019, the Company entered into an interest rate cap to mitigate risks associated with the Company’s variable rate debt. See Note 11, “Derivative Financial Instruments” for further details. The Company paid $2,235 as a premium for the interest rate cap, which is being amortized to interest expense over its three-year term using the caplet method. The Company recorded $62 of premium amortization to interest expense during the three months ended December 31, 2018.
Amortization of debt issuance costs and debt discounts/premiums included in interest expense were $1,498$494 and $848 for the three months ended December 31, 20162018 and 2017, respectively.
In October of 2016, the Company wrote off $2,075 of deferred financing fees related to the extinguishment of debt and incurred another $481 of fees related to a tack-on financing the Company completed on October 28, 2016.
In November of 2017, the Company wrote off $1,844 of deferred financing fees related to a $100,000 prepayment of debt, then subsequently wrote off another $1,150 of fees in December of 2017 due to refinancing its First Lien Term loan.Loan. The Company incurred another $2,131 of fees as a result of the December refinancing.
Revenue Recognition
SalesThe Company adopted Topic 606, Revenue from Contracts with Customers as of October 1, 2018, and recognizes sales of goods and services are recognized when persuasive evidencebased on the five-step analysis of transactions as provided in Topic 606 which requires an arrangement exists,entity to recognize revenue to depict the price is fixed or determinable, collectability is reasonably assured and delivery has occurredtransfer of promised goods or services have been rendered.to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services.
For sales of aftermarket parts or products with a low level of customization and engineering time, the Company recognizes revenues at the time title and risks and rewards of ownership pass, which is generally when products are shipped or delivered to the customer as the Company has no obligation for installation. Sales of short‑term service arrangements are recognized as the services are performed, and sales of long‑term service arrangements are typically recognized on a straight‑line basis over the life of the agreement.

For certain arrangements where there is significant customization to the product, the Company recognizes revenue under the provisions of Accounting Standards Codification (ASC) 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts.either over time or at a point in time. These products include large capital water treatment projects, systems and solutions for municipal and industrial applications. Revenues from construction-type contracts are generally recognized under the percentage-of-completion method, based on the input of costs incurred to date as a percentage of total estimated contract costs. The nature of the contracts is generally fixed price with milestone billings. Approximately $47,063The Company now only recognizes revenue over time if the product has no alternative use and $59,387the Company has an enforceable right to payment for the performance completed to date, including a normal profit margin, in the event of termination for convenience. If these two criterion are not met, revenues from construction-typethese contracts werewill not be recognized on the percentage-of-completion method during the three months ended December 31, 2016 and 2017, respectively.until construction is complete. Contract revenues and cost estimates are reviewed and revised quarterly at a minimum and the cumulative effect of such adjustments are recognized in current operations. The amount of such adjustments have not been material. Cost and earnings in excess of billings under construction‑type arrangements are recorded when contracts have net asset balances where contract costs plus recognized profits less recognized losses exceed progress billings. Billings in excess of costs incurred are recorded when contract progress billings exceed costs and recognized profit less recognized losses. Approximately $8,792 and $6,383 of revenues from construction-type contracts were recognized on a completed contract method, which is typically when the product is delivered and accepted by the customer, during the three months ended December 31, 2016 and 2017, respectively. The completed contract method is principally used when the contract is short in duration (generally less than twelve months) and where results of operations would not vary materially from those resulting from the use of the percentage-of-completion method.
Product Warranties
Accruals for estimated expenses related to warranties are made at the time products are sold and are recorded as a component of Cost of product sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.Operations. The estimated warranty obligation is based on product warranty terms offered to customers, ongoing product failure rates, material usage and service delivery costs expected to be incurred in correcting a product failure, as well as specific obligations for known failures and other currently available evidence. The Company assesses the adequacy of the recorded warranty liabilities on a regular basis and adjusts amounts as necessary.
Shipping and Handling Cost
Shipping and handling costs are included as a component of costCost of product sales.
Derivative Financial Instruments
The Company’s risk-management strategy uses derivative financial instruments to manage interest rate risk and foreign currency exchange rate risk. The Company’s objective in using interest rate derivatives is to add stability to interest expense and manage its exposure to interest rate movements. To accomplish this objective, in November 2018, the Company entered into an interest rate cap which has been designated as a cash flow hedge. The Company uses foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales and purchases that are denominated in foreign currencies. To mitigate the impact of foreign exchange rate risk, the Company entered into a series of forward contracts designated as cash flow hedges. The Company does not enter into derivatives for trading or speculative purposes. The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815, “Derivatives and Hedging” (Topic No. 815). The Company recognizes all derivatives on the balance sheet at fair value. Changes in the fair values of derivatives that are not designated as hedges are recognized in earnings. If the derivative is designated and qualifies as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in the hedged assets or liabilities through earnings or recognized in Accumulated other comprehensive income (loss), net of tax (“AOCI”) until the hedged item is recognized in earnings.

Income Taxes
The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. We assess tax positions using a two‑step process. A tax position is recognized if it meets a more‑likely‑than‑not threshold, and is measured at the largest amount of benefit that is greater than 50.0%50% percent of being realized. Uncertain tax positions are reviewed each balance sheet date.
Sales Taxes
Upon collection of sales tax from revenue, the amount of sales tax is placed into an accrued liability account. This liability is then relieved when the payment is sent to the proper government jurisdiction.
Foreign Currency Translation and Transactions
The functional currency for the international subsidiaries is the local currency. Assets and liabilities are translated into U.S. Dollarsdollars using current rates of exchange, while revenueswith the resulting translation adjustments recorded in other comprehensive income/loss within shareholders’ equity. Revenues and expenses are translated at the weighted‑average exchange rate for the period. Theperiod, with the resulting translation adjustments are recorded in other comprehensive income/loss within shareholders equity.the Unaudited Consolidated Statements of Operations.

Foreign currency transactiontranslation losses (gains) losseswhich aggregated $(7,245)$4,815 and $1,384$(1,384) for the fiscal three months ended December 31, 20162018 and 2017, respectively, and are primarily included in General and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.Operations.
Research and Development Costs
Research and development costs are expensed as incurred. The Company recorded $5,005$4,146 and $4,653 of costs for the three months ended December 31, 20162018 and 2017, respectively.
Equity‑based Compensation
The Company measures the cost of awards of equity instruments to employees based on the grant‑date fair value of the award. Prior to our IPO, given the absence of a public trading market for our common stock, the fair value of the common stock underlying our share‑based awards was determined by our board, with input from management, in each case using the income and market valuation approach. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by our compensation committee. The grant‑date fair value is determined using the Black‑Scholes model. The fair value, net of estimated forfeitures, is amortized as compensation cost on a straight‑line basis over the vesting period primarily as a component of General and administrative expenses.
The Company issued 1,197 shares of common stock, with an aggregate value of $25,000, to certain employees as restricted stock unit awards made in connection with the IPO. The fair value of such awards was based on the closing price of the Company's stock as of the IPO date and the value will be amortized as compensation expense on a straight-line basis over the vesting period, which is upon the second anniversary of the IPO. 
Earnings per(Loss) Per Share
Basic earnings (loss) per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock, plus the effect of diluted potential common shares outstanding during the period using the treasury stock method. Diluted potential common shares include outstanding stock options.
Retirement Benefits
The Company applies ASC Topic 715, Compensation—Retirement Benefits, which requires the recognition in pension obligations and accumulated other comprehensive income of actuarial gains or losses, prior service costs or credits and transition assets or obligations that have previously been deferred. The determination of retirement benefit pension obligations and associated costs requires the use of actuarial computations to estimate participant plan benefits to which the employees will be entitled. The significant assumptions primarily relate to discount rates, expected long‑term rates of return on plan assets, rate of future compensation increases, mortality, years of service, and other factors. The Company develops each assumption using relevant experience in conjunction with market‑related data for each individual country in which such plans exist. All actuarial assumptions are reviewed annually with third‑party consultants and adjusted as necessary. For the recognition of net periodic postretirement cost, the calculation of the expected return on plan assets is generally derived by applying the expected long‑term rate of return on the market‑related value of plan assets. The fair value of plan assets is determined based on actual market prices or estimated fair value at the measurement date.

Treated Water Outsourcing
The following provides a summary of Treated Water Outsourcing (“TWO”), is a joint venture between the Company and Nalco Water, an Ecolab company, in which the Company holds a 50% partnership interest, as of September 30, and December 31, 2017, respectively. As theinterest. The Company is obligated to absorb all risk of loss up to 100% of the joint venture partner's equity,partner’s equity. As such, the Company fully consolidates TWO is fully consolidated within the Company's consolidated financial statementsas a variable interest entity (“VIE”) under ASC 810, Consolidation.Consolidation. The Company has not provided additional financial support to this entity which it is not contractually required to provide, and the Company does not have the ability to use the assets of TWO to settle obligations of the Company’s other subsidiaries.

The following provides a summary of TWO’s balance sheet as of December 31, and September 30, 2018, and summarized financial information for the three months ended December 31, 2018 and 2017.
 September 30, 2017 December 31, 2017
Current assets (including cash of $1,907 and $3,033)$12,006
 $9,665
Property, plant and equipment6,107
 5,704
Goodwill2,206
 2,206
Other noncurrent assets2,735
 
Total liabilities(12,781) (6,885)
    
 Three Months Ended December 31,
 2016 2017
Total revenues$4,071
 $5,989
Total operating expenses(3,272) (4,574)
Income from operations$799
 $1,415
 December 31, 2018 September 30, 2018
Current assets (includes cash of $3,304 and $3,304)$4,922
 $5,486
Property, plant and equipment4,648
 4,441
Goodwill2,206
 2,206
Other non-current assets3
 3
Total liabilities(3,567) (3,608)
 Three Months Ended
December 31,
 2018 2017
Total revenues$3,156
 $5,989
Total operating expenses(2,230) (4,574)
Income from operations$926
 $1,415
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In May 2014,November 2018, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update ("ASU"(“ASU”) No. 2014-09,2018-19, RevenueCodification Improvements to Topic 326, Financial Instruments—Credit Losses which clarifies that receivables from Contractsoperating leases are accounted for using the lease guidance and not as financial instruments. ASU 2018-19 will be effective for the Company for the quarter ending December 31, 2020, with Customersearly adoptions permitted. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements.
In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 606)808) Clarifying the Interaction between Topic 808 and Topic 606. ASU No. 2014-09, which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the principles for recognizing revenuecollaborative arrangement participant is a customer in the context of a unit of account. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when an entity either enters intois assessing whether the collaborative arrangement or a contract with customerspart of the arrangement is within the scope of Topic 606. ASU 2018-18 should be applied retrospectively to transfer goods or services or enters into a contract for the transfer of non-financial assets. ASU 2014-09 may be adopted using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial applicationadoption of Topic 606 and providing certain disclosures. To assess at which time revenue should be recognized, an entity should use the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The standard is effective for the Company for the quarter ending December 31, 2018.2020, with early adoption permitted. The Company has completed their first phase of adopting this standard, which was to identify the potential differences that will result from applying the new revenue recognition standard to the Company's contracts with its customers, and has begun the second step of reviewing their contracts to determineis currently assessing the impact of adoptingadoption on the standard. At this time,Company’s Unaudited Consolidated Financial Statements.
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes which permits the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. ASU No. 2018-16 will be effective for the Company for the quarter ending December 31, 2019 and is required to be adopted in conjunction with ASU 2017-12 (defined below) on a prospective basis. The Company does not yet ableexpect the impact of adoption on the Company’s Unaudited Consolidated Financial Statements to estimatebe material.

In August 2018, the anticipated impactFASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the Condensed Consolidated financial statements.same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised. ASU No. 2018-15 will be effective for the Company for the quarter ending December 31, 2020, with early adoption permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is also evaluatingcurrently assessing the new disclosures required byimpact of adoption on the standardCompany’s Unaudited Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework-Changes to determine what additional informationthe Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. ASU No. 2018-14 will needbe effective for the Company for the quarter ending December 31, 2021 on a retrospective basis, with early adoption permitted. The Company is currently assessing the impact of adoption on the Company’s disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Subtopic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-14 will be effective for the Company for the quarter ending December 31, 2020, with early adoption permitted. The Company is currently assessing the impact of adoption on the Company’s disclosures.
In June 2018, the FASB issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018‑07 will be effective for the Company for the quarter ending December 31, 2019. The Company does not expect the impact of adoption on the Company’s Unaudited Consolidated Financial Statements to be disclosed.material.
In February 2018, the FASB issued ASU 2018‑02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from Accumulated other comprehensive loss to Retained deficit for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information to users of financial statements. ASU 2018-02 will be effective for the Company for the quarter ending December 31, 2019. The Company does not expect the impact of adoption on the Company’s Unaudited Consolidated Financial Statements to be material.
In August 2017, the FASB issued ASU 2017‑12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements and also made certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. ASU 2017‑12 will be effective for the Company for the quarter ending December 31, 2019. The Company does not expect the impact of adoption on the Company’s Unaudited Consolidated Financial Statements to be material.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates which generally will result in the earlier recognition of allowances for losses. ASU 2016-13 will be effective for the Company for the quarter ending December 31, 2020, with early adoption permitted. The Company does not expect the impact of adoption on the Unaudited Consolidated Financial Statements to be material.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements. ASU No. 2016-02 should be applied using a modified retrospective approach and will be effective retrospectively for the Company for the quarter ending December 31, 2019, with early adoption permitted. Amendments to the standard were issued by the FASB in January, July and December 2018 including certain practical expedients, an amendment that provides an additional and optional transition method to adopt the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and certain narrow-scope improvements for lessors. The Company has completed its initial scoping reviews, reviewed software options necessary to meet the reporting requirements of the standard and is currently assessingcontinuing to assess the impact adoption of this guidance will have on the Company'sCompany’s Unaudited Consolidated financial statements.Financial Statements.
Accounting Pronouncements Recently Adopted
In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU No. 2016‑15 will be effective for the Company for the quarter ending December 31, 2018, with early adoption permitted. The guidance should be applied retrospectively to all periods presented, unless deem impracticable, in which case prospective application is permitted. The Company is currently evaluating the potential impact of adoption on the Company’s Consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The purpose of this update is to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The ASU requires the tax effects of all intra-entity sales of assets other than inventory to be recognized in the period in which the transaction occurs. The guidance will be effective for

the Company for the quarter ending December 31, 2018 with early adoption permitted but only in the first interim period of a fiscal year. The changes are required to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption.  The Company is currently evaluating the potential impact of adoption on the Company’s Consolidated financial statements.
In February 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires the disaggregation of the service cost component from other components of net periodic benefit cost, clarifies how to present the service cost component and other components of net benefit costs in the Statements of Consolidated Operations and allows only the service cost component of net benefit costs to be eligible for capitalization. This ASU is effective for the Company for the quarter ending December 31, 2018. Adoption will be applied on a retrospective basis for the presentation of all components of net periodic benefit costs and on a prospective basis for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The company is currently evaluating the impact this guidance will have on the Consolidated financial statements and related disclosures.
In May 2017, the FASB issuedadopted ASU 2017‑09, Scope of Modification Accounting, which amended Accounting Standards Code Topic 718.718 as of October 1, 2018. The FASB issued ASU 2017‑09 to reduce the cost and complexity when applying Topic 718 and standardize the practice of applying Topic 718 to financial reporting. The ASU was not developed to fundamentally change the definition of a modification, but instead to provide guidance for what changes would qualify as a modification. ASU No. 2017‑09 will be effective for us for the quarter ending December 31, 2018. The company is currently evaluating the potential impact ofThis adoption on the Company’s Consolidated financial statements.
Accounting Pronouncements Recently Adopted
The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation during the three months ended December 31, 2017. The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The adoption of this ASU did not have a significant impact on the Company's Consolidated financial statements.
In January 2017, the FASB issued ASU 2017‑04, Simplifying the Test for Goodwill Impairment. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. The amendments in this ASU are effective for the Company for the quarter ending December 31, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 was early adopted by the Company for the year beginning October 1, 2017 and did not have a material impact on the Company'sCompany’s Unaudited Consolidated financial statements.Financial Statements.

The Company adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, as of October 1, 2018. This ASU requires the disaggregation of the service cost component from other components of net periodic benefit cost, clarifies how to present the service cost component and other components of net benefit costs in the Unaudited Consolidated Statements of Operations and allows only the service cost component of net benefit costs to be eligible for capitalization. The adoption of this guidance did not have an impact on the Company’s Unaudited Consolidated Financial Statements and had minimal impact to the related disclosures.
The Company adopted ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, as of October 1, 2018. The purpose of this update is to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The ASU requires the tax effects of all intra-entity sales of assets other than inventory to be recognized in the period in which the transaction occurs. The changes were required to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the year of adoption. This adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements.
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as of October 1, 2018. ASU No. 2014-09 clarifies the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. The Company utilized the modified retrospective approach and the cumulative effect of adoption resulted in a net decrease to opening retained earnings of $1,582 which was recognized at October 1, 2018. Based on the new guidance, the Company determined that for some of these contracts in which revenue was previously recognized over a period of time, revenue instead needs to be recognized at a point in time. This change is mainly due to the nature of certain products, which in some cases have an alternative use, and the Company’s right to payment in the event of termination for convenience. This adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements. See Note 4, “Revenue” for further details.
3. Acquisitions and Divestitures
Acquisitions support the Company'sCompany’s strategy of delivering a broad solutions portfolio with robust technology across multiple geographies and end markets. The Company continues to evaluate potential strategic acquisitions of businesses, assets and product lines and believes that capex-like, tuck-in acquisitions present a key opportunity within its overall growth strategy. During the three months ended December 31, 2018, the Company did not complete any new acquisitions.

4. Revenue
Adoption of ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)”
As discussed in Note 2, “Summary of Significant Accounting Policies” the Company adopted ASU 2014-09 on October 1, 2018, using the modified retrospective approach to those contracts that were not completed or substantially complete as of October 1, 2018. Results for the reporting period beginning after October 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 605. The Company has applied the standard to all open contracts at the date of initial application. The Company recorded a net decrease to opening retained earnings of $1,582 as of October 1, 2018 as a result of the cumulative impact of adopting Topic 606 representing the unfavorable impact to prior results had the over-time revenue recognition for some customer agreements, as discussed below, been applied. In addition, a $6,106 reduction of contract assets, along with an increase of $6,194 to work-in-process inventory and an increase of $1,773 to contract liabilities was recorded as a result of the adoption using the modified retrospective method.
The impact to the Unaudited Consolidated Statements of Operations as a result of applying Topic 606 for the quarter ended December 31, 2018 was higher Revenue from product sales and services and Cost of product sales and services of $194 and $72, respectively, as compared to what those amounts would have been under the previous revenue recognition guidance. In addition, the impact on the Consolidated Balance Sheets at December 31, 2018 was higher Inventories, net of $194 as compared to what this amount would have been under the previous guidance. Also, $72 of contract assets were recognized on the consolidated balance sheet at December 31, 2018 related to this over-time revenue recognition.
Revenue Recognition
The Company didrecognizes sales of goods and services based on the five-step analysis of transactions as provided in Topic 606. For all contracts with customers, the Company first identifies the contract which usually is established when the customer’s purchase order is accepted or acknowledged. Next the Company identifies the performance obligations in the contract. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company then determines the transaction price in the arrangement and allocates the transaction price to each performance obligation identified in the contract. The Company’s allocation of the transaction price to the performance obligations are based on the relative standalone selling prices for the goods and services contained in a particular performance obligation. The transaction price is adjusted for the Company’s estimate of variable consideration which may include discounts if the Company would fail to meet certain performance requirements, volume discounts or early payment discounts. To estimate variable consideration, the Company utilizes historical experience and known terms. Variable consideration in contracts for the three months ended December 31, 2018 was insignificant.
For sales of aftermarket parts or products with a low level of customization and engineering time, the Company recognizes revenues at the time risks and rewards of ownership pass, which is generally when products are shipped or delivered to the customer as the Company has no obligation for installation. The Company considers shipping and handling services to be fulfillment activities and as such they do not make any acquisitions or divestituresrepresent separate performance obligations for revenue recognition. Sales of service arrangements are recognized as the services are performed.
For certain arrangements where there is significant customization to the product and for long-term construction-type sales contracts, revenue may be recognized over time. In these instances, revenue is recognized using a measure of progress that applies an input method based on costs incurred in relation to total estimated costs. These arrangements include large capital water treatment projects, systems and solutions for municipal and industrial applications. The nature of the contracts is generally fixed price with milestone billings. In order for revenue to be recognized over a period of time, the product must have no alternative use and the Company must have an enforceable right to payment for the performance completed to date, including a normal profit margin, in the event of termination for convenience. If these two criterion are not met, revenues from these contracts will not be recognized until construction is complete. Revenues from construction-type contracts formerly recognized over time of approximately $1,027 was not be recognized during the three months ended December 31, 2017.2018. Instead, revenues from these contracts will be recognized when construction is complete. Contract revenues and cost estimates are reviewed and revised quarterly at a minimum and the cumulative effect of such adjustments are recognized in current operations. The amount of such adjustments have not been material.

The Company has made accounting policy elections to exclude all taxes by governmental authorities from the measurement of the transaction price and that long-term construction-type sales contracts, or those contracts for products with significant customization that the total contract price is less than $100 will be recorded at the point in time when the construction is complete.
The Company has also elected the following acquisitions were made duringpractical expedients:
Financing component

As the fiscalCompany’s standard payment terms are less than one year, ended September 30, 2017:
On November 1, 2016, the Company acquired essentially allhas elected the practical expedient not to assess whether a contract has a significant financing component.

Performance obligations

The Company elects to apply the practical expedient to exclude from this disclosure revenue related to performance obligations if the the product has an alternative use and the Company does not have an enforceable right to payment for the performance completed to date, including a normal profit margin, in the event of termination for convenience. The Company maintains a backlog of confirmed orders of approximately $172,000 at December 31, 2018. This backlog represents the aggregate amount of the assets of Environmental Treatment Services, Inc. (ETS), a leading provider of engineered solutionstransaction price allocated to the industrial wastewater market based in Acworth, GA for $10,730. ETS had ten employeesperformance obligations that were unsatisfied or partially unsatisfied as of the dateend of acquisition.the reporting period. The Company incurred approximately $16estimates that the majority of acquisition costs, which are included in General and administrative expenses. ETS was acquired to support the Company’s growth plan and is includedthese performance obligations will be satisfied within the Industrial segment of the Company.
On May 9, 2017, the Company acquired the assets of Noble Water Technologies, a leader in high purity water systems and service, located in Dallas, TX for $7,634; $5,915 cash at closing in addition to earn out payments over the next twelve months. Included in consideration is $1,719, which represents

The recording of assets recognized from the fair valuecosts to obtain and fulfill customer contracts primarily relate to the deferral of sales commissions. The Company’s costs incurred to obtain or fulfill a contract with a customer are classified as non-current assets and amortized to expense over the period of benefit of the earn outsrelated revenue. These costs are recorded within Cost of product sales and services. The amount of contract costs was insignificant at the date ofDecember 31, 2018.

the acquisition related to customer retention, with a maximum earn out payment of $2,366. The Company incurred approximately $116offers standard warranties that generally do not represent a separate performance obligation. In certain instances, a warranty is obtained separately from the original equipment sale or the warranty provides an incremental services and as such is treated as a separate performance obligation.
Disaggregation of acquisition costs, which are included in General and administrative expenses. Noble’s results are included within the Industrial segment of the Company.Revenue
On June 30, 2017,In accordance with Topic 606, the Company acquired ADI Systems North America Inc., Geomembrane Technologies Inc.,disaggregates revenue from contracts with customers into source of revenue, segment and Lange Containment Systems, Inc. (collectively, ‘‘ADI’’) from ADI Group Inc. for a total of CAD 72,220 ($55,558); CAD 67,320 ($51,785) cash at closing and the fair value of the earn out payments of CAD 4,900 ($3,773) at the date of acquisition. The cash paid at closing was initially funded through borrowings under the credit facility, which was subsequently paid off through the August 8, 2017 First lien facility amendment. The maximum amount payable under the earn outs is CAD 7,480 ($5,760) if certain performance metrics are achieved over a period of twenty-four months. The three are world leaders in wastewater solutions for industrial and manufacturing applications, primarily based in Fredericton, New Brunswick. ADI offers a wide range of technologies tailored to its customer base around the world in anaerobic digestion, aerobic treatment, and biogas treatment. They also provide green energy recovery and water reuse technologies as well as industrial wastewater cover liners and containment systems. Combined, ADI has more than 260 customers in 35 countries. ADI’s results are included within the Industrial segment of the Company.geographical regions. The Company incurred approximately $109determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606 which is to depict how the nature, amount, timing and uncertainty of acquisition costs, whichrevenue and cash flows are included in General and administrative expenses.affected by economic factors.
On June 30, 2017,Information regarding the Company acquired Olson Irrigation Systems, a leading designer and producersource of filters and irrigation components for the agriculture and industrial markets, based in Santee, California, for $9,406. Olson is part of the Company’s Products segment and will help the business build upon its leadership in filtration serving a broad range of industrial applications. The Company incurred approximately $140 of acquisition costs, which are included in General and administrative expenses.
Pro forma results for acquisitions completed in fiscal 2017 were determined to not be material.
The opening balance sheet for the acquisitions is summarized as follows. The opening balance sheets for ETS and Noble are considered final as of December 31, 2017. The Company is still reviewing the opening balance sheets for ADI and Olson and expects to be complete by June 30, 2018.revenues:
 ETS Noble ADI Olson Total
Current Assets$782
 $567
 $10,721
 $1,730
 $13,800
Property, plant and equipment376
 390
 719
 841
 2,326
Goodwill5,650
 3,576
 39,365
 3,813
 52,404
Other intangible assets3,953
 3,370
 12,594
 3,456
 23,373
Other noncurrent assets
 
 1,971
 
 1,971
Total asset acquired10,761
 7,903
 65,370
 9,840
 93,874
Total liabilities assumed(31) (269) (9,812) (434) (10,546)
Net assets acquired$10,730
 $7,634
 $55,558
 $9,406
 $83,328
 Three Months Ended December 31, 2018
Revenue from contracts with customers recognized under Topic 606$293,004
Other (1)29,998
Total$323,002
(1)Other revenue relates to revenue recognized from Topic 840, Leases, mainly attributable to long term rentals.

Information regarding revenues disaggregated by source of revenue and segment is as follows:
 Three Months Ended December 31, 2018
 Integrated Solutions and Services Applied Product Technologies Total
Revenue from capital projects$43,009
 $71,226
 $114,235
Revenue from aftermarket30,796
 35,057
 65,853
Revenue from service136,693
 6,221
 142,914
Total$210,498
 $112,504
 $323,002
Information regarding revenues disaggregated by geographic area is as follows:
 Three Months Ended
December 31,
 2018
United States$258,718
Canada20,303
Europe21,417
Asia18,908
Australia3,656
Total$323,002
Contract Balances
The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company receives payments from customers based on a billing schedule as established in its contracts.
Contract assets are recognized when the Company’s conditional right to consideration for goods or services have transferred to the customer. A conditional right indicates that additional performance obligations associated with the contract are yet to be satisfied. Contract assets are assessed separately for impairment purposes. The Company did not recognize any impairment losses on receivables or contract assets arising from its contracts with customers during the three months ended December 31, 2018. If the Company’s right to consideration from the customer is unconditional, this asset is accounted for as a receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. Performance obligations that are recognized as revenue at a point in time and are billed to the customer are recognized as accounts receivable. Payment terms vary from customer to customer depending upon credit worthiness, prior payment history and other credit considerations.
Contract liabilities are recognized when the Company has received consideration from a customer to transfer goods or services at a future point in time when the Company performs under the contract. Elements of variable consideration discussed above may be recorded as contract liabilities. In addition, progress billings and advance payments from customers for costs incurred to date are also reported as contract liabilities. Change in contract assets and liabilities are due to the Company’s performance under the contract.

The tables below provides a roll-forward of contract assets and contract liabilities balances for the periods presented:
 
Contract
Assets (a)
Balance at September 30, 2018$69,147
Cumulative effect of adoption of new accounting standards(6,106)
Recognized in current period51,567
Reclassified to accounts receivable(59,305)
Foreign currency345
Balance at December 31, 2018$55,648
(a)Excludes receivable balances which are disclosed on the Consolidated Balance Sheets.
 Contract Liabilities
Balance at September 30, 2018$17,652
Cumulative effect of adoption of new accounting standards1,773
Recognized in current period67,852
Amounts in beginning balance reclassified to revenue(15,825)
Current period amounts reclassified to revenue(40,709)
Foreign currency346
Balance at December 31, 2018$31,089
4.5. Fair Value Measurements
As of December 31, and September 30, and December 31, 2017,2018, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximate carrying values due to the short maturity of these items.
The Company measures the fair value of pension plan assets and liabilities, deferred compensation and plan assets and liabilities on a recurring basis pursuant to ASC Topic 820. ASC Topic 820 establishes a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model‑derived valuations whose inputs are observable or whose significant value driver is observable.
Level 3: Unobservable inputs in which little or no market data is available, therefore requiring an entity to develop its own assumptions.
The following table presents the Company’s financial assets and liabilities at fair value. The fair values related to the pension plan assets are determined using net asset value (NAV)(“NAV”) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value. The reported carrying amounts of deferred compensation plan assets and liabilities and debt approximate their fair values. The Company uses interest rates and other relevant information generated by market transactions involving similar instruments to fair value these assets and liabilities, therefore all are classified as Level 2 within the valuation hierarchy.

Net Asset Value Quoted Market
Prices in Active
Markets (Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
Net Asset Value Quoted Market
Prices in Active
Markets (Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
As of September 30, 2017       
As of December 31, 2018       
Assets:              
Pension plan              
Cash$
 $16,024
 $
 $
$
 $15,525
 $
 $
Government Securities3,206
 
 
 
2,666
 
 
 
Liability Driven Investment2,754
 
 
 
3,150
 
 
 
Guernsey Unit Trust932
 
 
 
962
 
 
 
Global Absolute Return2,139
 
 
 
1,949
 
 
 
Deferred compensation plan assets
 
 
 
       
Trust Assets
 2,146
 
 

 1,306
 
 
Insurance
 
 17,396
 

 
 17,711
 
Interest rate cap
 
 780
 
Foreign currency forward contracts
 
 136
 
Liabilities:
 
 
 
       
Pension plan
 
 (34,803) 

 
 (34,925) 
Deferred compensation plan liabilities
 
 (21,159) 

 
 (21,019) 
Long‑term debt
 
 (912,471) 

 
 (923,053) 
Foreign currency forward contracts
 
 (193) 
Earn-outs related to acquisitions
 
 
 (3,050)
              
As of December 31, 2017       
As of September 30, 2018       
Assets:              
Pension plan              
Cash$
 $16,139
 $
 $
$
 $15,821
 $
 $
Government Securities3,073
 
 
 
3,161
 
 
 
Liability Driven Investment3,360
 
 
 
2,598
 
 
 
Guernsey Unit Trust950
 
 
 
965
 
 
 
Global Absolute Return2,198
 
 
 
2,038
 
 
 
Deferred compensation plan assets
 
 
 
       
Trust Assets
 1,926
 
 

 648
 
 
Insurance
 
 17,935
 

 
 18,448
 
Foreign currency forward contracts
 
 345
 
Liabilities:
 
 
 
       
Pension plan
 
 (34,803) 

 
 (35,541) 
Deferred compensation plan liabilities
 
 (22,615) 

 
 (21,834) 
Long‑term debt
 
 (807,473) 

 
 (957,441) 
Foreign currency forward contracts
 
 (67) 
Earn-outs related to acquisitions
 
 
 (1,916)
The pension plan assets and liabilities and deferred compensation plan assets and liabilities are included in other non-current assets and other non-current liabilities at December 31, and September 30, 2018.
The Company records contingent consideration arrangements at fair value on a recurring basis and the associated balances presented as of December 31, 2017.and September 30, 2018 are earn-outs related to acquisitions. The fair value of earn-outs related to acquisitions is based on significant unobservable inputs including the achievement of certain performance

metrics. Significant changes in these inputs would result in corresponding increases or decreases in the fair value of the earn-out each period until the related contingency has been resolved. Changes in the fair value of the contingent consideration obligations can result from adjustments in the probability of achieving future development steps, sales targets and profitability and are recorded in General and administrative expenses in the Unaudited Consolidated Statements of Operations.
A roll-forward of the activity in the Company’s fair value of earn-outs related to acquisitions is as follows:
 Current Portion (1) Long-term Portion (2) Total
Balance at September 30, 2018$(770) $(1,146) $(1,916)
Fair value increase(1,143) 
 (1,143)
Foreign currency9
 
 9
Balance at December 31, 2018$(1,904) $(1,146) $(3,050)
(1)Included in Accrued expenses and other liabilities on the Consolidated Balance Sheets.
(2)Included in Other non‑current liabilities on the Consolidated Balance Sheets.
5.6. Accounts Receivable
Accounts receivable are summarized as follows:
 September 30, 2017 December 31, 2017
Accounts Receivable$248,742
 $230,505
Allowance for Doubtful Accounts(3,494) (3,786)
 $245,248
 $226,719
 December 31, 2018 September 30, 2018
Accounts receivable$243,823
 $258,955
Allowance for doubtful accounts(4,364) (4,199)
Receivables, net$239,459
 $254,756
6.7. Inventories
The major classes of inventory,Inventories, net are as follows:
September 30, 2017 December 31, 2017December 31, 2018 September 30, 2018
Raw materials and supplies$64,113
 $68,273
$74,733
 $69,176
Work in progress16,425
 19,313
16,555
 19,461
Finished goods and products held for resale44,402
 45,211
71,812
 53,786
Costs of unbilled projects5,706
 6,378
8,863
 1,878
Reserves for excess and obsolete(10,599) (10,869)(9,778) (9,313)
$120,047
 $128,306
Inventories, net$162,185
 $134,988

7.8. Property, Plant, and Equipment
Property, plant, and equipment consists of the following:
September 30, 2017 December 31, 2017December 31, 2018 September 30, 2018
Machinery and equipment$338,056
 $345,820
$411,306
 $399,619
Land and buildings84,282
 85,946
75,472
 76,459
Construction in process24,788
 28,354
66,570
 60,803
447,126
 460,120
553,348
 536,881
Less: accumulated depreciation(167,083) (178,613)(231,038) (216,858)
$280,043
 $281,507
$322,310
 $320,023
Depreciation expense was $12,427 and $14,007maintenance and repairs expense for the three months ended December 31, 20162018 and 2017 respectively. Maintenance and repair expense was $5,155 and $5,814 for the three months ended December 31, 2016 and 2017, respectively.were as follows:
 Three Months Ended
December 31,
 2018 2017
Depreciation expense$15,209
 $14,007
Maintenance and repair expense6,157
 5,814

8.9. Goodwill
Changes in the carrying amount of goodwill are as follows:
 September 30,
2017
 December 31,
2017
Balance at beginning of period$267,643
 $321,913
Business combinations52,404
 0
Measurement period adjustment(301) 0
Foreign currency translation2,167
 (986)
Balance at end of period$321,913
 $320,927
 Integrated Solutions and Services Applied Product Technologies Total
Balance at September 30, 2018$224,370
 $186,976
 $411,346
Measurement period adjustment112
 
 112
Foreign currency translation(2,449) (452) (2,901)
Balance at December 31, 2018$222,033
 $186,524
 $408,557
As of December 31, and September 30, and December 31, 2017, $139,581 and $120,832, respectively,2018, $147,861 of goodwill is deductible for tax purposes.
The Neptune Benson reporting unit fair value excess was approximately 3.0% above the carrying value as of the date of valuation on July 1, 2017. The Company continues to monitor this reporting unit and noted no events that would cause a revaluation during the three months ending December 31, 2017.
All other reporting units significantly exceeded their carrying value and as such, no further analysis was performed.
9.10. Debt
Long‑term debt consists of the following:
September 30, 2017 December 31, 2017December 31, 2018 September 30, 2018
First Lien Term Facility, due December 20, 2024$896,574
 $794,583
$935,861
 $938,230
Revolving Credit Facility, due January 15, 2019
 
Build Own Operate Financing, due June 30, 20246,930
 6,677
Notes Payable, due June 30, 2018 to July 31, 20233,287
 2,869
Revolving Credit Facility
 
Equipment Financing15,268
 11,588
Notes Payable, due August 31, 2019 to July 31, 20231,976
 2,106
Mortgage, due June 30, 20281,784
 1,835
Total debt906,791
 804,129
954,889
 953,759
Less unamortized discount and lender fees(16,942) (15,196)(13,635) (14,129)
Total net debt889,849
 788,933
941,254
 939,630
Less current portion(11,325) (11,033)(11,778) (11,555)
Total long‑term debt$878,524
 $777,900
$929,476
 $928,075
Term Facilities and Revolving Credit Facility
On January 15, 2014, EWT Holdings III Corp. (“EWT III”), an indirect wholly-owned subsidiary of the Company, entered into a First Lien Credit Agreement and Second Lien Credit Agreement (the “Credit Agreements” or, after the prepayment and termination of the Second Lien Credit Agreement, the “First Lien Credit Agreement” or “Credit Agreement”) among EWT III, EWT Holdings II Corp., the lenders party thereto and Credit Suisse AG as administrative agent and collateral agent. The First Lien Credit Agreement provided for a seven-year term loan facility, and the Second Lien Credit Agreement provided for an eight-year term loan facility. The term loan facilities originally consisted of the “First Lien Term Loan” and “Second Lien Term Loan” in aggregate principal amounts of $505,000 and $75,000, respectively.  The First Lien Credit Agreement also made available to the Company a $75,000 revolving credit facility (the "Revolver”“Revolver”), which provided for a letter of credit sub-facility up to $35,000. During the year endingended September 30, 2017, certain subsidiaries of the Company entered into twothree amendments to the First Lien Credit Agreement, which provided for,

among other things, the payoff and termination of the Second Lien Term Loan, the upsize ofupsizes to the First Lien Term Loan, by $230,000, excluding impact of quarterly repayments, and the upsize of the Revolver from $75,000 to $95,000.Revolver.  

On December 20, 2017, certain subsidiaries of the Company entered into Amendment No. 5 (the “Fifth Amendment”), among EWT III, as the borrower, certain other subsidiaries of the Company, and Credit Suisse AG, as administrative agent and collateral agent, relating to the First Lien Credit Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement”). PriorAgreement. Pursuant to the Fifth Amendment, approximately $796,574 was outstanding under the First Lien Term Loan (the “Existing Term Loans”).  Pursuant to the Fifth Amendment,among other things, the Existing Term Loans were refinanced with the proceeds of refinancing term loans. The principalloans, the maturity date was extended to December 20, 2024 from January 15, 2021 and the interest rate spreads on Term Loan borrowing were reduced to 3.00% from 3.75%. In addition, the amendment increased the revolving credit commitment and letter of credit sublimit to $125,000 and $45,000 from $95,000 and $35,000, respectively. Borrowings under the Revolver bear interest at variable rates plus a margin.

In connection with the closing of the ProAct acquisition on July 26, 2018, EWT III entered into Amendment No. 6 (the “Sixth Amendment”) to the First Lien Term Loan is payableCredit Agreement. Pursuant to the Sixth Amendment, among other things, EWT III borrowed an additional $150,000 in quarterly installments, withincremental term loans. The other terms of the Existing Credit Agreement, including rates, remain generally the same. At December 31, 2018, the interest rate on borrowings was 5.34%, comprised of 2.34% LIBOR plus the 3.0% spread. As a result of the incremental borrowings, quarterly principal payments ofincreased from $1,991 and the balance is due at maturity on December 20, 2024. 

to $2,369.
Total deferred fees related to the First Lien Term Loan were $16,942$13,635 and $15,196,$14,129, net of amortization, as of December 31, and September 30, and December 31, 2017,2018, respectively. These fees were included as a contra liability to debt on the Consolidated balance sheets.Balance Sheets.

Pursuant to the Fifth Amendment, the Existing Credit Agreement was amended to, among other things, (i) reduce the interest rate spread applicable to term loans based on LIBOR from (A) 3.75% to 2.75% during any period during which EWT III maintains a public corporate family rating better than or equal to B1 from Moody’s and B+ from S&P, in each case with a stable outlook (a “Ratings Condition Period”), and (B) 3.75% to 3.00% for any period other than a Ratings Condition Period; (ii) extend the maturity of term loans outstanding under the Existing First Lien Credit Agreement to December 20, 2024, from January 15, 2021; (iii) reduce the interest rate spread applicable to revolving credit loans of certain revolving credit lenders who agreed to the extension of maturity described below (the “Extending Revolving Lenders”) based on LIBOR from (A) 3.25% to 2.75% during any period during which the first lien net leverage ratio exceeds 2.5x, and (B) 3.00% to 2.50% during any period during which the first lien net leverage ratio is less than or equal to 2.5x; (iv) extend the maturity of the revolving credit loans of Extending Revolving Lenders outstanding under the Existing Credit Agreement to December 20, 2022, from January 15, 2019; (v) increase the revolving credit commitment to $125,000 from $95,000; (vi) extend the 1.00% prepayment penalty for refinancings in connection with certain repricing transactions through June 20, 2018; and (vii) increase the letter of credit sublimit to $45,000 from $35,000. 

The Fifth Amendment bifurcated the Revolver, with $87,500 of the $125,000 revolver capacity maturing on December 20, 2022 (the “2022 Borrowings”), and the remaining $37,500 maturing on January 15, 2019 (the “2019 Borrowings”).  Borrowings under the Revolver bear interest at variable rates plus a margin ranging from 200 to 325 basis points, and 150 to 275 basis points for 2019 and 2022 Borrowings, respectively, dependent upon the Company’s leverage ratio and variable rate selected.  2022 Base Rate borrowings under the Revolver would have incurred interest at 6.25% as of December 31, 2017, calculated as the 175 basis point spread plus the prime rate of 4.50%.  2019 Base Rate borrowings under the Revolver at September 30 and December 31, 2017 would have incurred interest at 6.5% and 6.75%, respectively, calculated as the 225 basis point spread plus the Prime Rate of 4.25% at September 30, 2017 and 4.50% at December 31, 2017.

The Company had borrowing availability under the Revolver of $95,000 and $125,000 at December 31, and September 30, and December 31, 2017, respectively,2018, reduced for outstanding letter of credit guarantees. Such letter of credit guarantees are subject to a $45,000 sublimit within the Revolver, increased from $35,000 as part of the Fifth Amendment.Revolver. The Company’s outstanding letter of credit guarantees under this agreement aggregated approximately $6,706$14,265 and $6,534,$11,777 at December 31, and September 30, and December 31, 2017,2018, respectively. The Company had no outstanding revolver borrowings as of December 31, and September 30, and December 31, 2017,2018, and unused amounts, defined as total revolver capacity less outstanding letters of credit and revolver borrowings, of $88,294$110,735 and $118,466,$113,223, respectively. At December 31, and September 30, and December 31, 2017,2018, the Company had additional letters of credit of $10,568$206 and $12,238$64 issued under a separate arrangement, respectively.
  The First Lien Credit Agreement contains limitations on incremental borrowings, is subject to leverage ratios and allows for optional prepayments. Under certain circumstances beginning with fiscalthe year ended September 30, 2015 results of operations, the Company may be required to remit excess cash flows as defined based upon exceeding certain leverage ratios. The

Company did not exceed such ratios during fiscal 2017,the three months ended December 31, 2018, does not anticipate exceeding such ratios during 2018,the year ending September 30, 2019, and therefore does not anticipate any additional repayments during the year ending September 30, 2019.
Equipment Financing
On December 27, 2018, the Company completed an equipment financing for $4,022 at a fixed interest rate of 6.55% over a seven-year term. This seven-year financing includes monthly principal and interest payments of $46 and a balloon payment of $1,475 due at maturity. The Company had $4,022 principal outstanding under this facility at December 31, 2018.
On September 26, 2018, the Company completed an equipment financing for $2,159 at a fixed interest rate of 6.52% over a seven-year term. This seven-year financing amortizes over a 10-year period, with monthly principal and interest payments of $25 and a balloon payment of $793 due at maturity. The Company had $2,133 and $2,159 principal outstanding under this facility at December 31, and September 30, 2018, respectively.

On June 28, 2018, the Company completed an equipment financing for $3,530 at a fixed interest rate of 6.24% over a seven-year term. This seven-year financing amortizes over a 10-year period, with monthly principal and interest payments of $39 and a balloon payment of $1,330 due at maturity. The Company had $3,422 and $3,487 principal outstanding under this facility at December 31, and September 30, 2018, respectively.

On June 30, 2017, the Company completed a Build Own Operatean equipment financing for $7,100.  The Company incurred $50 of additional financing fees related to this transaction, which have been capitalized and are included as a contra liability on the balance sheet. This financing fully amortizes over the seven-year tenure and incurs interest at a rate of one-month LIBOR plus 300 basis points. This variable rate debt has been fixed at a rate of 5.08% per annum. Principal obligations are $254 per quarter. The Company had $6,677$5,663 and $5,917 principal outstanding under this facility at December 31, 2017.and September 30, 2018, respectively.

Notes Payable
As of December 31, and September 30, and December 31, 2017,2018, the Company had notes payable in an aggregate outstanding amount of $3,287$1,976 and $2,869,$2,106, with interest rates ranging from 6.26% to 7.39%, and due dates ranging from June 30, 2018August 31, 2019 to July 31, 2023. These notes are related to certain equipment related contracts and are secured by the underlying equipment and assignment of the related contracts.
Mortgage
On June 29, 2018, the Company's subsidiary MAGNETO special anodes B.V. entered into a 10-year mortgage agreement for €1,600 ($1,829) to finance a facility in the Netherlands, subject to monthly principal payments of €7 ($8) at a blended interest rate of 2.4% with maturity in June 2028. The Company had $1,784 and $1,835 principal outstanding under this facility at December 31, and September 30, 2018, respectively.

Repayment Schedule
Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding capital lease obligations as of September 30, 2017,December 31, 2018, are presented below:
Fiscal Year  
Remainder of 2018$7,499
20199,503
Remainder of 2019$8,872
20209,402
11,764
20219,429
11,842
20229,459
11,925
202311,746
Thereafter758,837
898,740
Total$804,129
$954,889
10.11. Derivative Financial Instruments
Interest Rate Risk Management
    The Company is subject to market risk exposure arising from changes in interest rates on our senior secured credit facilities, which bear interest at rates that are indexed against LIBOR. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to mitigate its exposure to rising interest rates. To accomplish these objectives, the Company entered into an interest rate cap, designated as a cash flow hedge, to mitigate risks associated with variable rate debt effective November 28, 2018. The LIBOR interest rate cap covers a notional amount of $600,000 of the Company’s senior secured debt, is effective for a period of three years and has a strike rate of 3.5%. Interest rate caps designated as cash flow hedges involve the receipt of stipulated amounts from a counterparty if interest rates rise above the strike rate defined in the contract. The premium paid for the interest rate cap was $2,235 and is being amortized to interest expense over its three-year term using the caplet method. The unamortized premium was $2,173 at December 31, 2018, of which $745 is included in Prepaid and other current assets and the remaining $1,428 is included in Other non‑current assets. The Company recorded $62 of premium amortization to interest expense during the three months ended December 31, 2018.
Foreign Currency Risk Management
The Company’s functional currency is the U.S. dollar. By operating internationally, the Company is subject to foreign currency risk from transactions denominated in currencies other than the U.S. dollar (“foreign currencies”). To mitigate cross-currency transaction risk, the Company analyzes significant exposures where it has receipts or payments in a currency other than the functional currency of its operations, and from time to time may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. The Company is also subject to currency translation risk associated with converting the foreign operations’ financial statements into U.S. dollars. The Company uses foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales and purchases that are denominated in foreign currencies. To mitigate the impact of foreign exchange rate risk, the Company entered into a series of forward contracts designated as cash flow hedges. As of December 31, 2018, the notional amount of the forward contracts held to sell foreign currencies was $20,791.
Credit Risk Management
The counterparties to the Company’s derivative contracts are highly rated financial institutions. The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant failure of any counterparties to perform under any agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. The Company records all derivative instruments on a gross basis in the Consolidated Balance Sheets. Accordingly, there are no offsetting amounts that net assets against liabilities.

Derivatives Designated as Cash Flow Hedges
The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815, “Derivatives and Hedging” (Topic No. 815). As required by Topic No. 815, the Company records all derivatives on the balance sheet at fair value and adjusts to market on a quarterly basis. The Company’s interest rate cap is valued based on readily observable market inputs, such as quotations on interest rates and LIBOR yield curves at the reporting date. The Company’s foreign currency forward contracts are valued based on quoted forward foreign exchange prices and spot rates at the reporting date. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in AOCI to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings. To the extent there is any hedge ineffectiveness, changes in fair value relating to the ineffective portion are immediately recognized in earnings in the Unaudited Consolidated Statements of Operations. The Company recorded no hedge ineffectiveness during the three months ended December 31, 2018. The Company does not use derivative financial instruments for trading or speculative purposes.
The following represents the fair value recorded for derivatives designated as cash flow hedges for the periods presented:
   Asset Derivatives
 Balance Sheet Location December 31, 2018 September 30, 2018
Interest rate capPrepaid and other current assets 780
 
Foreign currency forward contractsPrepaid and other current assets 75
 282
   Liability Derivative
 Balance Sheet Location December 31, 2018 September 30, 2018
Foreign currency forward contractsAccrued expenses and other current liabilities $193
 $67
The following represents the amount of gain (loss) recognized in AOCI (net of tax) during the periods presented:
  Three Months Ended
December 31,
  2018 2017
Interest rate cap $780
 $
Foreign currency forward contracts (334) 185
Based on the fair value amounts of the Company’s cash flow hedges at December 31, 2018, the Company expects that approximately $79 of pre-tax net losses will be reclassified from AOCI into earnings during the next twelve months. The amount ultimately realized, however, will differ as exchange rates vary and the underlying contracts settle. In addition, $745 of caplet amortization will be amortized into interest expense during the next twelve months.

Derivatives Not Designated as Cash Flow Hedges
The following represents the fair value recorded for derivatives not designated as cash flow hedges for the periods presented:
   Asset Derivative
 Balance Sheet Location December 31, 2018 September 30, 2018
Foreign currency forward contractsPrepaid and other current assets $61
 $63
12. Product Warranties
The Company accrues warranty obligations associated with certain products as revenue is recognized. Provisions for the warranty obligations are based upon historical experience of costs incurred for such obligations, adjusted for site‑specific risk factors, and, as necessary, for current conditions and factors. There are significant uncertainties and judgments involved in estimating warranty obligations, including changing product designs, differences in customer installation processes and future claims experience which may vary from historical claims experience.

A reconciliation of the activity related to the accrued warranty, including both the current and long‑term portions, is as follows:
 Three Months Ended December 31,
 2016 2017
Balance at beginning of the period$23,309
 $17,274
Warranty provision for sales1,085
 1,522
Settlement of warranty claims(2,889)
 (2,563)
Foreign currency and other(522)
 71
Balance at end of the period$20,983
 $16,304
The decline in accrued warranty over the periods presented is attributable to improved product quality and better project execution, as well as the expiration of warranty periods for certain specific exposures related to discontinued products.

 Three Months Ended
December 31,
 2018 2017
Balance at beginning of the period$12,267
 $17,274
Warranty provision for sales1,673
 1,522
Settlement of warranty claims(1,428)
 (2,563)
Foreign currency translation and other120
 71
Balance at end of the period$12,632
 $16,304
11.13. Restructuring and Related Charges
To better align its resources with its growth strategies and reduce the cost structure, the Company commits to restructuring plans as necessary. The Company initiated a Voluntary Separation Plan (VSP) during the year ended September 30, 2016, that continued throughout fiscal years 2017 and 2018. The VSP plan includes severance payments to employees as a result of streamlining business operations for efficiency, elimination of redundancies, and reorganizing business processes. In addition, the Company has undertaken various other restructuring initiatives, including the wind downwind-down of the Company’s operations in Italy, restructuring of the Company’s operations in Australia, consolidation of functional support structures on a global basis, and consolidation of the Singaporean research and development center.

On October 30, 2018, the Company announced a transition from a three-segment structure to a two-segment operating model designed to better serve the needs of customers worldwide. This new structure was effective October 1, 2018 and combined the Municipal services business with the former Industrial segment into a new segment, Integrated Solutions and Services, a group entirely focused on engaging directly with end users. The former Products segment and Municipal products businesses have been combined into a new segment, Applied Product Technologies, which is focused on developing product platforms to be sold primarily through third party channels. The Company expects to incur $17 million to $22 million of restructuring charges over the next two fiscal years as a result of this transition.

The table below sets forth the amounts accrued for the restructuring components and related activity:
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Balance at beginning of the period$13,217
 $3,542
$710
 $3,542
   
Restructuring charges related to VSP10,189
 382
Charges related to other initiatives1,283
 3,744
Restructuring charges related to two-segment realignment1,945
 
Restructuring charges related to other initiatives989
 4,126
Write off charge and other non‑cash activity(913)
 (244)
(5)
 (244)
Cash payments(10,178)
 (5,498)
(2,664)
 (5,498)
Other adjustments(92)
 1
(16)
 1
Balance at end of the period$13,506
 $1,927
$959
 $1,927
The balances for accrued restructuring liabilities at December 31, and September 30, and December 31, 2017,2018, are recorded in Accrued expenses and other liabilities.liabilities on the Consolidated Balance Sheets. Restructuring charges primarily represent severance charges. The Company expects to pay out the remaining amounts accrued as of September 30, 2017December 31, 2018 during the quarter March 31, 2018. first half of 2019.
The table below sets forth the location of amounts recorded above on the Unaudited Consolidated Statements of Operations:
 Three Months Ended
December 31,
 2018 2017
Cost of product sales and services$698
 $1,396
General and administrative expense2,033
 1,879
Sales and marketing expense203
 552
Research and development expense
 299

$2,934
 $4,126
The Company continues to evaluate restructuring activities that may result in additional charges in the future.
12.14. Employee Benefit Plans
The Company maintains multiple employee benefit plans.
Certain of the Company’s employees in the UK were participants in a Siemen’sSiemens defined benefit plan established for employees of a UK-based operation acquired by Siemens in 2004. The plan was frozen with respect to future service credits for active employees, however the benefit formula recognized future compensation increases. The Company agreed to establish a replacement defined benefit plan, with the assets of the Siemens scheme transferring to the new scheme on April 1, 2015.

The Company’s employees in Germany also participate in a defined benefit plan. Assets equaling the plan’s accumulated benefit obligation were transferred to a German defined benefit plan sponsored by the Company upon the acquisition of EWT from Siemens. The German entity also sponsors a defined benefit plan for a small group of employees located in France.
Pension expense
The components of net periodic benefit cost for the German and UK plans were as follows:
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Service cost$251
 $233
$217
 $233
Interest cost77
 118
119
 118
Expected return on plan assets(38)
 (31)
(30) (31)
Amortization of actuarial losses176
 76
96
 76
Pension expense for defined benefit plans$466
 $396
$402
 $396
The components of pension expense, other than the service cost component which is included in General and administrative expense, are included in the line item Other operating expense in the Unaudited Consolidated Statements of Operations.
13.15. Income Taxes
The income tax provision for interim periods is comprised of tax on ordinary income (loss) provided at the most recent estimatedprojected annual effective tax rate (“PAETR”), adjusted for the tax effect of discrete items. Management estimates the PAETR each quarter based on the forecasted annual pretax income or (loss) of its U.S. and non-U.S. operations. The Company is required to reduce deferred tax assets by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the benefit of the deferred tax assets will not be realized in future periods. The Company also records the income tax impact of certain discrete, unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.
When a company maintains a valuation allowance in a particular jurisdiction, no net income tax expense or (benefit) will typically be provided on income (loss) for that jurisdiction on an annual basis. Jurisdictions with projected income that maintain a valuation allowance typically will form part of the projected annual effective tax rate quarterly based oncalculation discussed above. However, jurisdictions with a projected loss for the forecasted pretaxyear that maintain a valuation allowance are excluded from the projected annual effective income tax rate calculation. Instead, the income tax for these jurisdictions is computed separately.
The actual year to date income tax expense (benefit) is the product of the most current projected annual effective income tax rate and the actual year to date pre-tax income (loss) resultsadjusted for any discrete tax items. The income tax expense (benefit) for a particular quarter, except for the first quarter, is the difference between the year to date calculation of its U.S.income tax expense (benefit) and non-US jurisdictions.the year to date calculation for the prior quarter. Items unrelated to current yearperiod ordinary income or (loss) are recognized entirely in the period identified as a discrete item of tax. These discreteDiscrete items generally relate to changes in tax laws, adjustments to theprior period’s actual liability determined upon filing tax returns, and adjustments to previously recorded reserves for uncertain tax positions.positions, initially recording or fully reversing valuation allowances, and excess stock-based compensation deductions. The inclusion of discrete items in a particular quarter can cause the actual effective rate for that quarter to vary significantly from the PAETR.

Effects ofTherefore, the Tax Cuts and Jobs Act

New tax legislation, commonly referred to as the Tax Cuts and Jobs Act, was enacted on December 22, 2017. ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though theactual effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions, January 1, 2018. Though certain key aspects of the new law are effective January 1, 2018 and have an immediate accounting effect, other significant provisions are not effective or may not result in accounting effects for September 30 fiscal year companies until October 1, 2018.

The SEC issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed.

The SAB summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Cuts and Jobs Act.

Amounts recorded where accounting is complete in the three months ended December 31, 2017 principally relate to the reduction in the U.S. corporate income tax rate during a particular quarter can vary significantly based upon the jurisdictional mix and timing of actual earnings compared to 21%, which resulted inprojected annual earnings, permanent items, earnings for those jurisdictions that maintain a valuation allowance, tax associated with jurisdictions excluded from the Company reporting anprojected annual effective income tax benefit of $3,500 to remeasure deferred taxes liabilities associated with indefinitely lived intangible assets that will reverse at the new 21% rate. Absent this deferred tax liability, the Company is in a net deferred tax asset position that is offset by a full valuation allowance. Though the impact of the rate change has a net tax effect of zero, the accounting to determine the gross change in the deferred tax positioncalculation and the offsetting valuation is not yet complete.


The new law includes a one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer’s foreign subsidiaries. The Company has performed a preliminary analysis, and as a result of an expected overall foreign deficit since inception in early 2014, it is not likely that the Company will be subject to the transition tax. Therefore, the accounting for this matter is provisional until the accumulated earnings and profits analysis is finalized in fiscal 2018.

Effects of tax law changes where a reasonable estimate of the accounting effects has not yet been made include additional limitations on certain meals and entertainment expenses, the inclusion of commissions and performance based compensation in determining the excessive compensation limitation, and the unlimited carryforward of net operating losses.

Other significant provisions that are not yet effective but may impact income taxes in future years include: an exemption from U.S. tax on dividends of future foreign earnings, limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of net operating losses generated after fiscal 2018 to 80% of taxable income, new rules for the taxable year of when to recognize income, an incremental tax (base erosion anti-abuse tax or BEAT) on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (i.e., global intangible low-taxed income of GILTI). The company is still evaluating whether to make a policy election to treat the GILTI tax as a period expense or to provide U.S. deferred taxes on foreign temporary differences that are expected to generate GILTI income when they reverse in future years.

discrete items.
Annual Effective Tax Rate

The full year estimated annual effective tax rate, which excludes the impact of discrete items, was 34.9%25.8% and 15.6% as of the three months ended December 31, 20162018 and 2017, and is reconciled to the U.S. statutory rate as follows.

respectively. For the three months ended December 31, 2016,2018, the projected annual effective tax rate of 34.9% approximates25.8% was higher than the U.S. federal statutory rate; however the mix of U.S. and non U.S. income, and the statutory tax rates at which each is taxed, decreased the annual effective tax rate by 8.1%. The release of valuation allowances as a result of forecasted earnings also decreased the annual effective tax rate by 2.0%. These decreases were offset principally due to permanently disallowed interest in certain foreign jurisdictions, nondeductible meals and entertainment and other amounts that were not material individually and in the aggregate.

For the three months ended December 31, 2017, the U.S.U.S federal statutory rate of 24.5% is a blended rate based upon the number of days in fiscal 2018 that the company will be taxed at the former statutory rate of 35% and the number of days that it will be taxed at the new rate of 21%. The annual effective tax rate of 15.6% differs from this blended U.S. federal statutory rate principally21.0% primarily due

to higher forecasted U.S. earnings in certain non-U.S. jurisdictions that permittedhave a higher statutory tax rate than the realization of net deferred tax assets which were previously impaired with a valuation allowance. The reduction in the U.S. statutory rate has significantly lessenedU.S, as well as the impact of foreign statutorydeferred tax rate differencesliabilities related to 0.2% on the annual effective tax rate as a majority of the Company’s foreign income is in jurisdictions with a similar or slightly higher tax rate than 24.5%.

indefinite lived intangibles.
Prior and Current Period Tax Expense

ForThe Company recognized income tax benefits of $4,514 and $4,410 on pretax losses of $20,802 and $7,415 for the three months ended December 31, 2016, income2018, and 2017 respectively. The increase in the tax benefits of $7,095 asbenefit from the prior period was primarily driven by a percentage of pretax losses of $20,295 were 35.0%.  This approximateshigher PAETR applied against a larger loss in the estimated annual effective tax rate of 34.9% as discrete items were not material.

For the three months ended December 31, 2017, income tax benefits of $4,410 as a percentage of pretax losses of $7,415 were 59.5%.  This is higher than the estimated annual effective tax rate of 15.6% primarily due to recordingcurrent period which was mostly offset by a discrete period tax benefit of $3,500 forin the prior period related to the remeasurement of U.S. deferred taxestax liabilities associated with indefinite lived intangible assets for the reduction inof the U.S. statutory rate from 35% to 21%. Other discrete items
Effects of the Tax Cuts and Jobs Act
New tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”), was enacted on December 22, 2017. Certain key aspects of the new law were not material.effective for September 30 fiscal year companies until October 1, 2018.


Significant provisions of the Tax Act include: an exemption from U.S. tax on dividends of future foreign earnings, a limitation on the current deductibility of net interest expense in excess of 30% of EBITDA determined by applying U.S. tax principles, a limitation on the use of net operating losses generated after fiscal 2018 to 80% of taxable income, an incremental tax (base erosion anti-abuse tax or “BEAT”) on excessive amounts paid to foreign related parties, and an income inclusion for foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (global intangible low-taxed income or “GILTI”). The Company has elected to account for GILTI in the period in which it is incurred.
The Company projectscontinues to maintain a full valuation on U.S. federal and state net deferred tax assets (excluding the tax effects of deferred tax liabilities associated with indefinite lived intangibles) for the year endedending September 30, 20182019 as a result of pretax losses incurred since the Company’s inception in early 2014. Though the Company reported positive earnings for the first time in 2017, 2018 and is projecting earnings in 2018, Management2019, management believes it is prudent to retain a valuation allowance until a more consistent pattern of actual earnings is established and net operating loss carryforwards begin to be utilized.

There are no amounts of unrecognized tax benefits recorded for the three months ended December 31, 2016 or2018 and 2017. Management does not reasonably expect any significant changes to unrecognized tax benefits within next twelve months of the reporting date. U.S. federal, state and foreign tax returns remain open to examination for the year ended September 30, 2014 and forward.

14. Share Based16. Share-Based Compensation
Share-basedThe Company designs equity compensation expense was $466plans to attract and $2,612 duringretain employees while also aligning employees’ interests with the three months ended December 31, 2016 and 2017, respectively. The unrecognizedinterests of the Company’s shareholders. In addition, members of the Company’s Board of Directors (the “Board”) participate in equity compensation expense related to stock options and restricted stock units was $3,454 and $22,917, respectively at December 31, 2017, and is expected to be recognized over a weighted average period of 3.7 years and 1.8 years, respectively.
Option awards vest rateably at 25% per year, and are exercisable atplans in connection with their service on the time of vesting. The options granted have a ten-year contractual term.Company’s Board.

    A summaryThe Company established the Evoqua Water Technologies Corp. Stock Option Plan (the “Stock Option Plan”) shortly after the acquisition date of January 16, 2014. The plan allows certain management employees and the stock option activity asBoard to purchase shares in Evoqua Water Technologies Corp. Under the Stock Option Plan, the number of shares available for award was 11,083. As of December 31, 2017 is presented below (amounts in thousands except per share amounts):
  Options Weighted Average Exercise Price/Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at September 30, 2017 9,060
 $5.18
 7.5 years $11,011
Granted 
 
   

Exercised 
 
   

Forfeited (11) 4.86
   (10)
Expired 
 
   

Outstanding at December 31, 2017 9,049
 5.18
 7.3 years $11,001
Options exercisable at December 31, 2017 5,306
 $4.80
 9.9 years $5,433


A summary of2018, there were approximately 1,704 shares available for future grants, however, the status ofCompany does not currently intend to make additional grants under the Company's non-vested stock options as of and for the three month period ended December 31, 2017 is presented below.


  Shares Weighted Average Grant Date Fair Value/Share
Nonvested at September 30, 2017 4,335
 $1.36
Granted 
 
Vested (685) 0.97
Forfeited (11) 0.87
Nonvested at December 31, 2017 3,639
 $1.44

The total fair value of options vested during the three months ended December 31, 2017, was $663.

Stock Option Plan.    
In connection with ourthe IPO, the Board adopted and ourthe Company's stockholders approved the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (or the "Equity“Equity Incentive Plan"Plan”), under which equity awards may be made in the respect of 5,100 shares of common stock of the Company. Under the Equity Incentive Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). No awards have been granted asAs of December 31, 20172018, there were approximately 3,828 shares available for grants under the Equity Incentive Plan.

Option awards are granted at various times during the year, vest ratably at 25% per year, and are exercisable at the time of vesting. The options granted have a ten-year contractual term.
Share-based compensation expense was $4,559 during the three months ended December 31, 2018, of which $4,525 was non-cash. Share-based compensation expense was $2,612 during the three months ended December 31, 2017. The unrecognized compensation expense related to stock options and restricted stock units was $8,616 and $10,487, respectively at December 31, 2018, and is expected to be recognized over a weighted average period of 2.2 years and 0.8 years, respectively. $68 was received from the exercise of stock options during the three months ended December 31, 2018. The remaining stock options exercised during the three months ended December 31, 2018 were effected via a cashless net exercise.
    A summary of the stock option activity as of December 31, 2018 is presented below:
(In thousands, except per share amounts)Options Weighted Average Exercise Price/Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at September 30, 20188,973
 $7.57
 6.9 years $95,864
Granted
 
   

Exercised(31) 7.20
   

Forfeited(352) 11.33
   

Expired
 
   

Outstanding at December 31, 20188,590
 $7.41
 6.4 years $32,736
Options exercisable at December 31, 20186,275
 $4.92
 5.7 years $29,383
Options vested and expected to vest at December 31, 20188,565
 $7.38
 6.4 years $32,711

The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) during the three months ended December 31, 2018 was $73.
A summary of the status of the Company's non-vested stock options as of and for the three months ended December 31, 2018 is presented below.
(In thousands, except per share amounts)Shares Weighted Average Grant Date Fair Value/Share
Nonvested at beginning of period3,335
 $4.11
Granted
 
Vested(669) 0.96
Forfeited(352) 3.96
Nonvested at end of period2,314
 $5.08

The total fair value of options vested during the three months ended December 31, 2018, was $640.


Restricted Stock Units
In addition to the establishment of the Equity Incentive Plan, in connection with ourthe IPO, the Company entered into restricted stock unit (“RSU”) agreements with each of ourthe executive officers and certain other key members of management pursuantmanagement. Pursuant to whichthe RSU agreements, recipients received, in the aggregate 1,197 stock-settled RSUs, the aggregate value of which equals $25,000. The RSUs will vest and settle in full upon the second anniversary of the IPO (the “Vesting Date”)., subject to the grantee’s continued employment with the Company or any of its subsidiaries through the Vesting Date; provided, however, that in the event that a Change in Control (as defined in the RSU agreements) occurs prior to the Vesting Date, the RSUs will vest and settle in full upon the date of such Change in Control, subject to the grantee’s continued employment with the Company or any of its subsidiaries through the Change in Control date. In the event that the grantee’s employment is terminated for any reason prior to the Vesting Date, the grantee will forfeit each of his or her RSUs for no consideration as of the date of such termination of employment; provided, that, if the grantee’s employment is terminated without Cause (as defined in the RSU agreement) prior to the Vesting Date, the RSUs will vest and settle in full upon the Vesting Date as though the grantee had remained employed through such date.
The following is a summary of the RSU activity for the three months ended December 31, 2017.2018.
  Shares Weighted Average Grant Date Fair Value/Share
Outstanding at September 30, 2017 
 $
Granted 1,197
 20.88
Outstanding at December 31, 2017 1,197
 $20.88
(In thousands, except per share amounts)Shares Weighted Average Grant Date Fair Value/Share
Outstanding at September 30, 20181,213
 $20.88
Granted
 
Exercised
 
Vested(1) 24.25
Outstanding at Outstanding at December 31, 20181,212
 $20.88
Employee Stock Purchase Plan    
Effective October 1, 2018, the Company implemented an employee stock purchase plan (“ESPP”) which allows employees to purchase shares of the Company’s stock at a discounted price. These purchases will be offered twice throughout fiscal 2019, and will be paid by employees through payroll deductions over a period of six months, at which point the stock will be transferred to the employees. On December 21, 2018, the Company registered 11,297 shares of common stock, par value $0.01 per share, of which 5,000 are available for future issuance under the ESPP. During the three months ended December 31, 2018, the Company incurred compensation expense of $155 in salaries and wages in respect of the ESPP, representing the fair value of the discounted price of the shares.
15.17. Concentration of Credit Risk
The Company’s cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not require collateral. The Company’s trade receivables do not represent a significant concentration of credit risk at fiscal 2016December 31, and 2017September 30, 2018 due to the wide variety of customers and markets into which products are sold and their dispersion across geographic areas. The Company does perform ongoing credit evaluations of its customers and maintains an allowance for potential credit losses on trade receivables. As of and for the fiscal three months ended December 31, 20162018 and 2017, no customer accounted for more than 10% of net sales or net accounts receivable.
The Company operates predominantly in seveneight countries worldwide and provides a wide range of proven product brands and advanced water and wastewater treatment technologies, mobile and emergency water supply solutions and service contract options through its Industrial, Municipal,Integrated Solutions and Products segments.Services and Applied Product Technologies Segments. The Company is a

multi-national business but its sales and operations are primarily in the U.S. Sales to unaffiliated customers are based on the Company locations that maintain the customer relationship and transacts the external sale.

16.18. Related‑Party Transactions
Transactions with Investors
The Company historically paid an advisory fee of $1,000 per quarter to AEA Investors LP (“AEA”), the private equity firm and the Company’s ultimate majority shareholder.shareholder pursuant to a management agreement. Upon the IPO, the management agreement terminated and the Company stopped paying these fees to AEA and as a result, paid no fee during the three months ended December 31, 2018 and only paid $333 during the three months ended December 31, 2017. In addition, the Company reimbursed AEA for normal and customary expenses incurred by AEA on behalf of the Company. The Company incurred expenses, excluding advisory fees, of $57$5 and $33 forin the three months ended December 31, 20162018 and 2017, respectively. The Company owed no amounts owed to AEA were $38 and $0 at December 31, 2017, and September 30, 2017, respectively, and were included in Accrued expenses and other liabilities.
AEA, through two of its affiliated funds, is one of the lenders in the Incremental First Lien Facility and had a commitment of $16,218 and $14,409 at September 30, 2017 and December 31, 2017, respectively.2018.
The Company also has a related party relationship with one of theirits customers, who is also a shareholder of the Company. The Company had sales to this customer of $175$833 and $296 respectively, as ofduring the three months ended December 31, 20162018 and 2017, respectively, and was owed $2,354$3,455 and $1,063$3,139 from themthis customer at December 31, and September 30, and December 31, 2017,2018, respectively.
17.19. Commitments and Contingencies
Operating Leases
The Company occupies certain facilities and operates certain equipment and vehicles under non‑cancelable lease arrangements. Lease agreements may contain lease escalation clauses and purchase and renewal options. The Company recognizes scheduled lease escalation clauses over the course of the applicable lease term on a straight-line basis in the Unaudited Consolidated StatementStatements of Operations.
Total rent expense was $2,772$5,562 and $3,113 for the three months ended December 31, 20162018 and 2017, respectively.
Future minimum aggregate rental payments under non-cancelable operating leases are as follows:
Operating
Leases
Fiscal Year  
Remainder of 2018$8,362
20199,766
Remainder of 2019$12,534
20208,317
14,955
20216,362
12,021
20224,037
8,969
20236,801
Thereafter10,236
13,257
Total$47,080
$68,537
Capital Leases
The gross and net carrying values of the equipment under capital leases was $43,727 and $30,302, respectively, as of September 30, 2017 and was $46,063 and $30,531, respectively, as of December 31, 2017 and are recorded in Property, plant and equipment, net.September 30, 2018 was as follows:

 December 31, 2018 September 30, 2018
Gross carrying amount$53,652
 $52,314
Net carrying amount30,356
 31,116
The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments as of December 31, 2017.2018.

Capital
Leases
Fiscal Year  
Remainder of 2018$7,962
20199,635
Remainder of 2019$8,976
20207,596
10,413
20214,738
7,092
20222,976
4,501
20232,258
Thereafter1,573
861
Total34,480
34,101
Less amount representing interest (at rates ranging from 2.15% to 3.65%)3,359
Less amount representing interest (at rates ranging from 2.15% to 4.78%)3,988
Present value of net minimum capital lease payments31,121
30,113
Less current installments of obligations under capital leases10,304
11,865
Obligations under capital leases, excluding current installments$20,817
$18,248
The current installments of obligations under capital leases are included in Accrued expenses and other liabilities. Obligations under capital leases, excluding current installments, are included in otherOther non-current liabilities.
The Company is a lessor to multiple parties. The Company purchases equipment through internal funding or bank debt equal to the fair market value of the equipment. The equipment is then leased to customers for periods ranging from five to twenty years. As of December 31, 2017,2018, future minimum lease payments receivable under operating leases are as follows:
Operating
Lease
Fiscal year  
Remainder of 2018$4,922
20194,608
Remainder of 2019$4,185
20203,821
7,557
20211,786
5,547
20221,796
5,395
20234,410
Thereafter3,687
58,946
Future minimum lease payments$20,620
$86,040
Guarantees
From time to time, the Company is required to provide letters of credit, bank guarantees, or surety bonds in support of its commitments and as part of the terms and conditions on water treatment projects.  In addition, the Company is required to provide letters of credit or surety bonds to the departmentDepartment of environmental protectionEnvironmental Protection or equivalent in some states in order to maintain its licenses to handle toxic substances at certain of its water treatment facilities.
These financial instruments typically expire after all Company commitments have been met, a period typically ranging from twelve months to ten years, or more in some circumstances.  The letters of credit, bank guarantees, or surety bonds are arranged through major banks or insurance companies. In the case of surety bonds, the Company generally indemnifies the issuer for all costs incurred if a claim is made against the bond. 

As of December 31, and September 30, and December 31, 20172018 and the Company had letters of credit totaling $18,772,$14,265 and $17,274,$11,777, respectively, and surety bonds totaling $90,985$124,721 and $87,849$123,427 respectively, outstanding under the Company’s credit arrangements.  The longest maturity date of the letters of credit and surety bonds in effect as of December 31, 20172018 was March 31, 2024.26, 2029. Additionally, as of December 31, and September 30, and December 31, 2017,2018, the Company had letters of credit totaling $909$837 and $901,$857, respectively, and surety bonds totaling $12,967$2,404 and $12,970,$2,469, respectively, outstanding under the Company’s prior arrangement with Siemens.
Litigatiop
Litigation
From time to time, asthe Company is subject to various claims, charges and litigation matters that arise in the ordinary course of business. The Company believes these actions are a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted and litigation commenced against it arising from or related to: product liability; personal injury; trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; breach of warranty; or environmental matters. Claimed amounts may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards.engaged. While it is not feasible to predict the outcome of these matters with certainty, and some lawsuits, claims or proceedings may be disposed or decided unfavorably, the Company does not expectbelieve that any asserted or un-assertedunasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on theits business, financial condition, results of operations or financial condition.prospects.

18.20. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following:
 September 30, 2017 December 31, 2017
Salaries, wages and other benefits$52,116
 $27,051
Severance payments3,542
 1,927
Taxes, other than income9,244
 10,039
Obligation under capital leases9,777
 10,304
Third party commissions6,968
 5,945
Insurance liabilities4,915
 6,092
Provisions for litigation4,715
 1,056
Earn outs related to acquisitions4,304
 4,304
Other26,342
 22,075
 $121,923
 $88,793
The reduction in Accrued Expenses and Other Liabilities is primarily due to timing of cash payments for various employee-related liabilities, along with the payment of accrued expenses related to the strategic transaction during the three months ended December 31, 2017.
 December 31, 2018 September 30, 2018
Salaries, wages and other benefits$25,513
 $34,688
Obligation under capital leases11,865
 12,236
Third party commissions9,085
 5,097
Taxes, other than income6,043
 11,561
Insurance liabilities5,503
 5,005
Earn-outs related to acquisitions1,904
 770
Provisions for litigation1,734
 1,137
Severance payments959
 710
Other28,401
 26,468
 $91,007
 $97,672
19.21. Business Segments
The Company has three reportableCompany’s operating segments – Industrial, Municipalare defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and Products.in assessing performance. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type.
During the first quarter of 2019, the Company implemented changes to its organizational and management structure that resulted in changes to our operating segments for financial reporting purposes. Through the fiscal year ended September 30, 2018, the Company reported in three operating segments: Industrial, Municipal and Products. Changes in the management reporting structure during the first quarter of 2018 required an assessment to be conducted in accordance with ASC Topic 280, Segment Reporting, to determine the Company’s operating segments.
As a result of this assessment, the Company now has two reportable segments, Integrated Solutions and Services and Applied Product Technologies. Prior period information has been revised to reflect this new segment structure. The business segments are described as follows:
Industrial combines equipmentIntegrated Solutions and Services is a group entirely focused on engaging directly with end users through direct sales with a market vertical focus. Integrated Solutions and Services provides tailored services and solutions in collaboration with our customers backed by life‑cycle services including on‑demand water, outsourced water, recycle / reuse and emergency response service alternatives to improve operational reliability, performance and environmental compliancecompliance. Key offerings within this segment also include equipment systems for heavyindustrial needs (influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment and light industry, commercialrecycle / reuse), municipal services, including odor and institutional markets. Their customers span industries including hydrocarbon refineries, chemical processing, power, food and beverage, life sciences, healthcorrosion control services and microelectronics.full-scale outsourcing of operations and maintenance.

Municipal helps engineers and municipalities meet new demands for plant performanceApplied Product Technologies is focused on developing product platforms to be sold primarily through leading equipment, solutions and services backed by trusted brands and over 100 plus years of applications experience. Their customers include waste water and drinking water collection and distribution systems, utility operators. Their services include odor control services.
Products has distinct business operating units. Each has a unique standard product built on well-known brands and technologies that are sold globallythird party channels. This segment primarily engages in indirect sales through multipleindependent sales representatives, distributors and aftermarket channels. Additionally, Products also offers industrial, municipalApplied Product Technologies provides a range of highly differentiated and scalable products and technologies specified by global water recreational users with well-known brands that improve operational reliabilitytreatment designers, OEMs, engineering firms and environmental compliance. Their customersintegrators. Key offerings within this segment include original equipment manufacturers, regionalfiltration and separation, disinfection, wastewater solutions, anode and electrochlorination technology and aquatics technologies and solutions for the global distributors, engineering, procurement and contracting customers, and end users in the municipal, industrialrecreational and commercial industries, including hotels, resorts, colleges, universities, waterparks, aquariums and zoos.pool market.
The Company evaluates its business segments’ operating results based on earnings before interest, taxes, depreciation and amortization.amortization, and certain other charges that are specific to the activities of the respective segments. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and certain other unallocated charges. UnallocatedCertain other charges include certain restructuring and other business transformation charges that have been undertaken to align and reposition the Company to the current reporting structure, acquisition related costs (including transaction costs, certain integration costs and recognition of backlog intangible assets recorded in purchase accounting) and stock-basedshare-based compensation charges. 
Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the below table are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

 Three Months Ended December 31,
 2016 2017
Total sales   
Industrial$147,005
 $168,269
Municipal69,385
 69,313
Products78,967
 81,552
Total sales295,357
 319,134
Intersegment sales
 
Industrial1,299
 3,075
Municipal6,754
 7,407
Products7,432
 11,601
Total intersegment sales15,485
 22,083
Sales to external customers
 
Industrial145,706
 165,194
Municipal62,631
 61,906
Products71,535
 69,951
Total sales279,872
 297,051
Earnings before interest, taxes, depreciation and amortization (EBITDA)  
Industrial32,001

40,127
Municipal8,562

6,592
Products14,918

10,699
Corporate(42,376)
(27,707)
Total EBITDA13,105
 29,711
Depreciation and amortization
 
Industrial8,912
 10,145
Municipal2,076
 1,799
Products3,522
 2,985
Corporate4,137
 4,954
Total depreciation and amortization18,647
 19,883
(Loss) income from operations
 
Industrial23,089

29,982
Municipal6,486

4,793
Products11,396

7,714
Corporate(46,513)
(32,661)
Total (loss) income from operations(5,542) 9,828
Interest expense(14,753) (17,243)
Loss before income taxes(20,295) (7,415)
Income tax benefit7,095
 4,410
Net loss$(13,200) $(3,005)
Capital expenditures   
Industrial$10,998
 $8,948
Products985
 1,182
Municipal596
 1,747
Corporate1,024
 3,380
Total Capital expenditures$13,603
 $15,257
 Three Months Ended
December 31,
 2018 2017
Total sales   
Integrated Solutions and Services$212,277
 $195,050
Applied Product Technologies130,534
 124,084
Total sales342,811
 319,134
Intersegment sales   
Integrated Solutions and Services1,779
 3,144
Applied Product Technologies18,030
 18,939
Total intersegment sales19,809
 22,083
Sales to external customers   
Integrated Solutions and Services210,498
 191,906
Applied Product Technologies112,504
 105,145
Total sales323,002
 297,051
Earnings before interest, taxes, depreciation and amortization (EBITDA)   
Integrated Solutions and Services41,884
 45,186
Applied Product Technologies8,851
 12,049
Corporate(34,004) (27,524)
Total EBITDA16,731
 29,711
Depreciation and amortization   
Integrated Solutions and Services13,958
 11,143
Applied Product Technologies4,334
 3,895
Corporate4,798
 4,845
Total depreciation and amortization23,090
 19,883
Operating profit (loss)   
Integrated Solutions and Services27,926
 34,043
Applied Product Technologies4,517
 8,154
Corporate(38,802) (32,369)
Total operating (loss) profit(6,359) 9,828
Interest expense(14,443) (17,243)
Loss before income taxes(20,802) (7,415)
Income tax benefit4,514
 4,410
Net loss$(16,288) $(3,005)
Capital expenditures   
Integrated Solutions and Services$13,685
 $9,564
Applied Product Technologies2,208
 2,313
Corporate1,676
 3,380
Total capital expenditures$17,569
 $15,257

 September 30,
2017
 December 31,
2017
Assets   
Industrial$461,471
 $470,035
Municipal155,698
 147,925
Products513,941
 518,759
Corporate342,199
 342,190
Total assets$1,473,309
 $1,478,909
Goodwill   
Industrial$128,190
 $127,132
Municipal9,865
 9,880
Products183,858
 183,915
Total goodwill$321,913
 $320,927

 December 31,
2018
 September 30,
2018
Assets   
Integrated Solutions and Services$705,350
 $711,622
Applied Product Technologies678,108
 677,993
Corporate256,393
 274,002
Total assets$1,639,851
 $1,663,617
Goodwill   
Integrated Solutions and Services$222,033
 $224,370
Applied Product Technologies186,524
 186,976
Total goodwill$408,557
 $411,346
20.22. Earnings Per Share
The following table sets forth the computation of basic and diluted loss from continuing operations per common share (in thousands, except per share amounts):
Three Months Ended December 31,Three Months Ended
December 31,
2016 20172018 2017
Numerator:      
Numerator for basic and diluted loss per common share—Net (loss) income attributable to Evoqua Water Technologies$(13,599) $(3,713)
Numerator for basic and diluted loss per common share—Net loss attributable to Evoqua Water Technologies Corp.$(16,730) $(3,713)
Denominator:      
Denominator for basic net (loss) income per common share—weighted average shares104,782
 109,974
Denominator for basic net loss per common share—weighted average shares113,950
 109,974
Effect of dilutive securities:      
Share‑based compensation
 

 
Denominator for diluted net loss per common share—adjusted weighted average shares104,782
 109,974
113,950
 109,974
Basic (loss) income attributable to Evoqua Water Technologies per common share$(0.13) $(0.03)
Diluted (loss) income attributable to Evoqua Water Technologies per common share$(0.13) $(0.03)
Basic loss attributable to Evoqua Water Technologies Corp. per common share$(0.15) $(0.03)
Diluted loss attributable to Evoqua Water Technologies Corp. per common share$(0.15) $(0.03)
Since the Company was in a net loss position for the three months ended December 31, 20162018 and 2017, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 9,0124,168 and 10,246 common share equivalents, comprised of employee stock options, have been excluded from the diluted EPS calculation for the three months ended December 31, 20162018 and 2017.


21. Subsequent Events
The Company announced on February 1, 2018 the acquisition of Pure Water Solutions, a leading provider of high-purity water equipment and systems, service deionization and resin regeneration, with service operations in suburban Denver, CO and Santa Fe, NM for $4,699; $3,706 cash paid upon closing with another $993 earn out payments to be paid out twelve months after the closing. Pure Water Solutions will become part of a part of the Industrial Segment, and will extend the Company’s unmatched service network.

2017, respectively.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the condensed consolidated financial statements,Unaudited Consolidated Financial Statements, including the notes, included in Item 1 of this Quarterly Report on Form 10-Q (this “Report”), and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, as filed with the SEC on December 4, 201711, 2018 (the “2017“2018 Annual Report”). You should review the disclosures under the heading “Item 1A. Risk Factors” in the 20172018 Annual Report, as well as any cautionary language in this report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless otherwise indicated or the context otherwise requires, all references to “the Company,” “Evoqua,” “Evoqua Water Technologies Corp.,” “EWT Holdings I Corp.,” “we,” “us,” “our” and similar terms refer to Evoqua Water Technologies Corp., together with its consolidated subsidiaries. Unless otherwise specified, all dollar amounts in this section are referred to in thousands.

millions.
Overview and Background
We are a leading provider of mission critical water and wastewater treatment solutions, offering a broad portfolio of products, services systems and technologiesexpertise to support our customers’ full water lifecycle needs.industrial, municipal and recreational customers who value water. With over 200,000 installations worldwide, we hold leading positions in the industrial, commercial and municipal water treatment markets in North America. We offer a comprehensive portfolio of differentiated, proprietary technology solutions sold under a number of market‑leading and well‑established brands. We deliver and maintain these mission critical solutions through the largest service network in North America, assuring our customers continuous uptime with 8786 branches which are locatedas of December 31, 2018. We have an extensive service and support network, and as a result, a certified Evoqua Service Technician is generally no furthermore than a two‑hour drive from more than 90% of our customers’ sites. We believe that the customer intimacy created through our service network is a significant competitive advantage.
Our solutions are designed to provide “worry‑free water” by ensuringensure that our customers have access to an uninterrupted quantity and level of quality of water that meets their unique product, process and recycle or reuse specifications. We enable our customers to achieve lower costs through greater uptime, throughput and efficiency in their operations and support their regulatory compliance and environmental sustainability. We have worked to protect water, the environment and our employees for over 100 years. As a result, we have earned a reputation for quality, safety and reliability and are sought out by our customers to solve the full range of their water treatment needs, and maintaining our reputation is critical to the success of our business and solution set.business.
Our vision “to be the world’s first choice infor water solutions” and our values of “integrity, customers and performance” foster a corporate culture that is focused on employee enablement, empowermentestablishing a workforce that is enabled, empowered and accountability,accountable, which creates a highly entrepreneurial and dynamic work environment. Our purpose is “Transforming water. Enriching life.” We draw from a long legacy of water treatment innovations and industry firsts, supported by more than 1,250 granted or pending patents, which in aggregate are importantimperative to our business. Our core technologies are primarily focused on removing impurities from water, rather than neutralizing them through the addition of chemicals, and we are able to achieve purification levels which are 1,000 times greater than typical drinking water.


Business Segments
On October 30, 2018, the Company announced a transition from a three-segment structure to a two-segment structure designed to better serve the needs of customers worldwide. This new structure was effective October 1, 2018. Our business is organized by customer base and offerings into threetwo reportable segments that each draw from the same reservoir of leading technologies, shared manufacturing infrastructure, common business processes and corporate philosophies. Our reportable segments consist of: (i) our Industrial Segment,Integrated Solutions and Services and (ii) our Municipal Segment and (iii) our Products Segment.Applied Product Technologies. The key factors used to identify these reportable segments are the organization and alignment of our internal operations, the nature of the products and services and customer type.
Within the IndustrialIntegrated Solutions and Services Segment, we primarily provide tailored solutions in collaboration with our customers backed by life‑cycle services including on‑demand water, build-own-operated (“BOO”),outsourced water, recycle and

reuse and emergency response service alternatives to improve operational reliability, performance and environmental compliance.
Within the Municipal Segment, we primarily deliver solutions, equipment and services to engineering firms, OEMs and municipalities to treat wastewater and purify drinking water, and to control odor and corrosion.
Within the ProductsApplied Product Technologies Segment, we provide a highly differentiated and scalable range of products and technologies specified by global water treatment designers, OEMs, engineering firms and integrators.
We evaluate our business segments’ operating results based on income from operations and EBITDA or Adjusted EBITDA on a segment basis. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and certain other unallocated charges, which have not been allocated to business segments. As such, the segment results provided herein may not be comparable to other companies.
Organic Growth Drivers
Market Growth
We maintain a leading position among customers in growing industries that utilize water as a critical part of their operations or production processes, including pharmaceuticals and health sciences, microelectronics, food and beverage, hydrocarbon and chemical processing, power, general manufacturing, municipal drinking and wastewater, marine and aquatics. Water treatment is an essential, non‑discretionary market that is growing in importance as access to clean water has become an international priority. Underpinning this growth are a number of global, long‑term trends that have resulted in increasingly stringent effluent regulations, along with a growing demand for cleaner and sustainable waste streams for reuse. These trends include the growing global population, increasing levels of urbanization and continued global economic growth, and we have seen these trends manifest themselves within our various end markets creating multiple avenues of growth. For example, within the industrial market, water is an integral and meaningful component in the production of a wide‑range of goods spanning from consumer electronics to automobiles.
Our Existing Customer Base
We believe our strong brands, leading position in highly fragmented markets, scalable and global offerings, leading installed base and unique ability to provide complete treatment solutions will enable us to capture a larger share of our existing customers’ water treatment spend while expanding with existing and new customers into adjacent end‑markets and underpenetrated regions, including by investing in our sales force and cross‑selling to existing customers. We believe that we are uniquely positioned to further penetrate our core markets, with over 200,000 installations across over 38,000 global customers. We maintain a customer‑intimate business model with strong brand value and provide solutions‑focused offerings capable of serving a customer’s full lifecycle water treatment needs, both in current and new geographic regions.

Our Service Model
We selectively target high value projects with opportunities for recurring business through service, parts and other aftermarket opportunities over the lifecycle of the process or capital equipment. In particular, we have developed a pipeline of smart, internet‑connected monitoring technologies through the deployment of our Water One smartOne® service platform, which enables customers to outsource their water platform that provides us with an increasing ability to handle our customers’ complete water needs through on‑demand water management,treatment systems and focus on their core business, offering customers system optimization, predictive maintenance and proactive service, response planning.and simplified billing and pricing. Our Water OneOne® platform also enables us to transition our customers to more accurate pricing models based on usage, which otherwise would not have been possible without technological advancement. Our technology solutions provide customers with increased stability and predictability in water‑related costs, while enabling us to optimize our service route network and on demand offerings through predictive analytics, which we believe will result in market share gains, improved service levels, increased barriers to entry and reduced costs.
Product and Technology Development
We develop our technologies through in‑house research, development and engineering and targeted tuck‑in, technology‑enhancingvertical market and geography‑expanding, technology-enhancing acquisitions. We have a reservoir of recently launched technologies

and a strong pipeline of new offerings designed to provide customers with innovative, value‑enhancing solutions. Furthermore, since April 2016, we have successfully completed nine technology‑enhancingtwelve acquisitions that expand our vertical markets and geography‑expanding acquisitions since April 2016 to addgeographic reach and enhance our technologies, strengthening our existing capabilities and adding new capabilities and cross‑cross selling opportunities in areas such as electrochemicalmobile wastewater treatment, soil and electrochlorination cells,air treatment, regenerative media filtration, anodes, UV and ozone disinfection, and aerobic and anaerobic biological treatment technologies.technologies and electrochemical and electrochlorination cells. We are able to rapidly scale new technologies using our leading direct and third‑party sales channels and our relationships with key influencers, including municipal representatives, engineering firms, designers and other system specifiers. We believe our continued investment in driving penetration of our recently launched technologies, robust pipeline of new capabilities and best‑in‑class channels to market will allow us to continue to address our customer needs across the water lifecycle.
Operational Excellence
We believe that continuous improvement of our operations, processes and organizational structure is a key driver of our earnings growth. Since fiscal 2014,Effective October 1, 2018, we have realignedrestructured our organizational structure, achieved significantbusiness into two operating segments, which we expect to result in cost savings through operational efficiencies and revitalized our culture, which has energized our workforce and reduced employee turnover.in the range of $15 million to $20 million on an annualized basis once fully implemented. We have separately identified and are pursuing a number of discrete initiatives which, if successful, we expect could result in additional cost savings over the next three years. These initiatives include our ePro and supply chain improvement programsprogram to consolidate and manage global spending, our improved logistics and transportation management program, further optimizing our engineering cost structure, and capturing benefits of our Water One remote system monitoring and data analytics offerings. We refer to these initiatives as “Value Creators” as theseOne® platform. These improvements focus on creating value for customers through reduced leadtimes,lead times, improved quality and superior customer support, while also creating value for stockholdersshareholders through enhanced earnings growth. Furthermore, as a result of significant investments we have made in our footprint and facilities, we believe that we have capacity to support our planned growth without commensurate increase in fixed costs.

Acquisitions
See Note 3. Acquisitions and Divestitures
We believe that capex-like, tuck‑in acquisitions present a key opportunity within our overall growth strategy, which we will continue to evaluate strategically. These strategic acquisitions are expected to enable us to accelerate our growth by extending our critical mass in existing markets, as well as to expand in new geographies and Note 21. Subsequent Eventsnew end market verticals. Our existing customer relationships, best‑in‑class channels to market and ability to rapidly commercialize technologies provide a strong platform to drive rapid growth in the Unaudited Condensed Consolidated Financial Statements in Item 1 of this Report for a complete discussion of recent acquisitions.

businesses we acquire. To capitalize on these opportunities, we have built an experienced team dedicated to mergers and acquisitions that has, since April 2016, successfully completed twelve acquisitions that expand our vertical markets and geographic reach and enhance our technologies, with purchase prices ranging from approximately $2.0 million to approximately $283.7 million, and pre‑acquisition revenues ranging from approximately $3.1 million to approximately $55.7 million.
Key Factors and Trends Affecting Our Business and Financial Statements
Various trends and other factors affect or have affected our operating results, including:

Overall economic trends. The overall economic environment and related changes in industrial, commercial and municipal spending impact our business. In general, positive conditions in the broader economy promote industrial, commercial and municipal customer spending, while economic weakness results in a reduction of new industrial, commercial and municipal project activity. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include population growth, total water consumption, municipal budgets, employment rates, business conditions, the availability of credit or capital, interest rates, tax rates, imposition of tariffs and regulatory changes. Since the businesses of our customers vary in cyclicality, periodic downturns in any specific sector typically have modest impacts on our overall business.
Changes in costs and availability. We have significant exposures to certain commodities, including steel, caustic, carbon, calcium nitrate and iridium, and volatility in the market price and availability of these commodity input materials

has a direct impact on our costs and our business. For example, the U.S. government and other governments have recently imposed greater restrictions on international trade, including tariffs and/or other trade restraints on certain materials. These restrictions, particularly those related to China, could increase the cost of our products and restrict availability of certain commodities, which may result in delays in our execution of projects. There can be no assurance that we will be able to recuperate these higher costs from our customers through product price increases. If we are unable to manage commodity fluctuations through pricing actions, cost savings projects and sourcing decisions as well as through consistent productivity improvements, it may adversely impact our gross profit and gross margin. Further, additional potential acquisitions and international expansion will place increased demands on our operational, managerial, administrative and other resources. Managing our growth effectively will require us to continue to enhance our management systems, financial and management controls and information systems. We will also be required to hire, train and retain operational and sales personnel, which affects our operating margins.
Inflation and deflation trends. Our financial results can be expected to be directly impacted by substantial increases in costs due to commodity cost increases or general inflation which could lead to a reduction in our revenues as well as greater margin pressure as increased costs may not be able to be passed on to customers.
Fluctuation in quarterly results. Our quarterly results have historically varied depending upon a variety of factors, including funding, readiness of projects, regulatory approvals and significant weather events. In addition, our contracts for large capital water treatment projects, systems and solutions for industrial, commercial and municipal applications are generally fixed‑price contracts with milestone billings. As a result of these factors, our working capital requirements and demands on our distribution and delivery network may fluctuate during the year.
New products and technologies. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to originate, develop and offer a compelling array of products, services and solutions responsive to evolving customer innovations, preferences and specifications. We expect that increased use of water in industrial and commercial processes will drive increased customer demand in the future, and our ability to grow will depend in part on effectively responding to innovation in our customers’ processes and systems. Further, our ability to provide products that comply with evolving government regulations will also be a driver of the appeal of our products, services and solutions to industrial and commercial customers.
Changes in costs. We have significant exposures to certain commodities, including steel, caustic, carbon, calcium nitrate and iridium, and volatility in the market price of these commodity input materials has a direct impact on our costs. If we are unable to manage commodity fluctuations through pricing actions, cost savings projects and sourcing decisions as well as through consistent productivity improvements, it may adversely impact our gross profit and gross margin. Further, additional potential acquisitions and international expansion will place increased demands on our operational, managerial, administrative and other resources. Managing our growth effectively will require us to continue to enhance our management systems, financial and management controls and information systems. We will also be required to hire, train and retain operational and sales personnel, which affects our operating margins.
Government policies. Decaying water systems in the United States (“U.S.”) will require critical drinking water and wastewater repairs, often led by municipal governments. Further, as U.S. states increase regulation on existing and emerging contaminants, we expect that our customers will increasingly require sustainable solutions to their water‑related needs. In general, increased infrastructure investment and more stringent municipal, state and federal regulations promote increased spending on our products, services and solutions, while a slowdown in investment in public infrastructure or the elimination of key environmental regulations could result in lower industrial and municipal spending on water systems and products.
Availability of water. In general, we expect demand for our products and services to increase as the availability of clean water from public sources decreases. Secular trends that will drive demand for water across a multitude of industrial, commercial and municipal applications include global population growth, urbanization, industrialization and overall economic growth. In addition, the supply of clean water could be adversely impacted by factors including an aging water infrastructure within North America and increased levels of water stress from seasonal rainfall, inadequate water storage options or treatment technologies. Because water is a critical component and byproduct of many processes, including in manufacturing and product development, we expect that, as global consumption patterns evolve and water shortages persist, demand for our equipment and services will continue to increase.
Operational investment. Our historical operating results reflect the impact of our ongoing investments to support our growth. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that our strengthened sales force, mergersActivities related to operational investments include employee training and acquisitions team,development, integrating acquired businesses, implementing enhanced information systems, research, development and engineering investments and other factorsactivities to enable us to support our operating model.
Our ability to source and distribute products effectively. Our revenues are affected by our ability to purchase our inputs in sufficient quantities at competitive prices. While we believe our suppliers have adequate capacity to meet our

current and anticipated demand, our level of revenues could be adversely affected in the event of constraints in our supply chain, including the inability of our suppliers to produce sufficient quantities of raw materials in a manner that is able to match demand from our customers.

Fluctuation in quarterly results. Our quarterly results have historically varied depending upon a variety of factors, including funding, readiness of projects and regulatory approvals. In addition, our contracts for large capital water treatment projects, systems and solutions for industrial, commercial and municipal applications are generally fixed‑price contracts with milestone billings. As a result of these factors, our working capital requirements and demands on our distribution and delivery network may fluctuate during the year.
Contractual relationships with customers. Due to our large installed base and the nature of our contractual relationships with our customers, we have high visibility into a large portion of our revenue. The one‑ to twenty‑year terms of many of our service contracts and the regular delivery and replacement of many of our products help to insulate us from the negative impact of any economic decline.
Inflation and deflation trends. Our financial results can be expected to be directly impacted by substantial increases in costs due to commodity cost increases or general inflation which could lead to a reduction in our revenues as well as greater margin pressure as increased costs may not be able to be passed on to customers. To date, changes in commodity prices and general inflation have not materially impacted our business.
Exchange rates. The reporting currency for our financial statementsUnaudited Consolidated Financial Statements is the U.S. dollar. We operate in numerous countries around the world and therefore, certain of our assets, liabilities, revenues and expenses are denominated in functional currencies other than the U.S. dollar, primarily in the euro, U.K. sterling, Chinese renminbi, Canadian dollar, Australian dollar and Singapore dollar. To prepare our consolidated financial statementsUnaudited Consolidated Financial Statements we must translate those assets, liabilities, revenues and expenses into U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items recorded in our consolidated financial statements,Unaudited Consolidated Financial Statements, even if their value has not changed in the functional currency. While we believe that we are not susceptible to any material impact on our results of operations caused by fluctuations in exchange rates because our operations are primarily conducted in the United States,U.S., if we expand our foreign operations in the future, substantial increases or decreases in the value of the U.S. dollar relative to these other currencies could have a significant impact on our results of operations.
Public company costs. As a result of our IPO, we now incur additional legal, accounting and other expenses that we did not previously incur, including costs associated with SEC reporting and corporate governance requirements. These requirements include compliance with the Sarbanes‑Oxley Act as well as other rules implemented by the SEC and the NYSE. Our financial statements following our IPO will reflect the impact of these expenses. In addition, the one‑time grant of stock‑settled restricted stock unit awards made in connection with the IPO to certain members of management will result in increased non‑cash stock‑based compensation expense, which will be incremental to our ongoing stock‑based compensation expense. This stock‑based compensation expense is expected to be expensed beginning in the first fiscal quarter of fiscal 2018 and continuing over the following eight fiscal quarters.
Debt refinancings. On December 20, 2017, certain subsidiaries of the Company entered into Amendment No. 5 (the “Fifth Amendment”), among EWT III, as the borrower, certain other subsidiaries of the Company, and Credit Suisse AG, as administrative agent and collateral agent, relating to the First Lien Credit Agreement, dated January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the effectiveness of the Amendment, the “Existing Credit Agreement”). Proceeds of the Fifth Amendment were used to refinance $796,574 of Existing Term Loans.  Principal and interest under the term loans outstanding under the First Lien Credit Agreement are payable in quarterly installments, with quarterly principal reductions under the Fifth Amendment of $1,991, and the balance due at maturity on December 20, 2024.

How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenue, gross profit, gross margin, operating expenses, net income (loss) and Adjusted EBITDA.

Revenue
Our sales are a function of sales volumes and selling prices, each of which is a function of the mix of product and service sales, and consist primarily of:
sales of tailored light industry technologies, heavy industry technologiesequipment systems for industrial needs (influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment and environmental products,recycle / reuse), municipal services, including odor and corrosion control services and solutions in collaboration with our industrial customers, backed by lifecycle services including emergency response servicesfull-scale outsourcing of operations and build‑own‑operate alternatives, to a broad group of industrial customers in our U.S., Canada and Singapore markets;
sales of products, services and solutions to engineering firms and municipalities to purify drinking water and treat wastewater globally;maintenance; and
sales of a wide variety ofhighly differentiated and scalable products and technologies to an array of OEM, distributor, end‑user,specified by global water treatment designers, OEMs, engineering firmfirms and integrator customers in all of our geographic marketsintegrators including filtration and aftermarket channels.separation, disinfection, wastewater solutions, anode and electrochlorination technology and aquatics technologies and solutions for the global recreational and commercial pool market.
Cost of Sales, Gross Profit and Gross Margin
Gross profit is determined by subtracting cost of product sales and cost of services from our product and services revenue. Gross margin measures gross profit as a percentage of our combined product and services revenue.
Cost of product sales consists of all manufacturing costs required to bring a product to a ready for saleready-for-sale condition, including direct and indirect materials, direct and indirect labor costs including benefits, freight, depreciation, information technology, rental and insurance, repair and maintenance, utilities, other manufacturing costs, warranties and third party commissions.
Cost of services primarily consists of the cost of personnel and travel for our field service, supply chain and technicians, depreciation of equipment and field service vehicles and freight costs.

Operating Expenses
Operating expenses consist primarily of general and administrative, sales and marketing general and administrative and research and development expenses.
General and Administrative. General and administrative expenses (“G&A expense”) consist of fixed overhead personnel expenses associated with our service organization (including district and branch managers, customer service, contract renewals and regeneration plant management). We expect our general and administrative expenses to increase due to the anticipated growth of our business and related infrastructure.
Sales and Marketing. Sales and marketing expenses (“S&M expense”) consist primarily of advertising and marketing promotions of our products, services and solutions and related personnel expenses (including all Evoqua sales and application employees’ base compensation and incentives), as well as sponsorship costs, consulting and contractor expenses, travel, display expenses and related amortization. We expect our sales and marketing expenses to increase as we continue to actively promote our products, services and solutions.
General and Administrative. General and administrative expenses consist of fixed overhead personnel expenses associated with our service organization (including district and branch managers, customer service, contract renewals and regeneration plant management). We expect our general and administrative expenses to increase due to the anticipated growth of our business and related infrastructure as well as legal, accounting, insurance, investor relations and other costs associated with becoming a public company.
Research and Development. Research and development expenses (“R&D expense”) consist primarily of personnel expenses related to research and development, patents, sustaining engineering, consulting and contractor expenses, tooling and prototype materials and overhead costs allocated to such expenses. Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.
We expectR&D expense can fluctuate depending on our research and development expenses to increase as we continuedetermination to invest in developing new products, services and solutions and enhancing our existing products, services and solutions.

solutions versus adding these capabilities through a mergers and acquisitions strategy.
Net Income (Loss)
Net income (loss) is determined by subtracting operating expenses and interest expense from, and adding other operating income (expense), equity income from our partnership interest in Treated Water Outsourcing and income tax benefit (expense) to, gross profit. For more information on how we determine gross profit, see “-Gross“Gross Profit.”
Adjusted EBITDA
Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax benefit (expense) and depreciation and amortization, adjusted for the impact of certain other items, including restructuring and related business transformation costs, purchase accounting adjustment costs, non-cash stock-basedshare-based compensation, sponsor fees, transaction costs and other gains, losses and expenses. We present Adjusted EBITDA, which is not a recognized financial measure under GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long‑term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance as follows:
to assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance;
in our management incentive compensation which is based in part on components of Adjusted EBITDA;
in certain calculations under our senior secured credit facilities, which use components of Adjusted EBITDA.EBITDA;
to evaluate the effectiveness of our business strategies;

to make budgeting decisions; and
to compare our performance against that of other peer companies using similar measures.
In addition to the above, our chief operating decision maker uses EBITDA and Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments. EBITDA and Adjusted EBITDA of the reportable segments does not include certain unallocated charges that are presented within Corporate activities. These unallocated charges include certain restructuring and other business transformation charges that have been incurred to align and reposition the Company to the current reporting structure, acquisition related costs (including transaction costs, integration costs and recognition of backlog intangible assets recorded in purchase accounting) and stock-basedshare-based compensation charges.
You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non‑recurring items. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
The following is a reconciliation of our net income (loss)Net loss to Adjusted EBITDA (amounts(unaudited, amounts in thousands)millions):

 Three Months Ended December 31,Three Months Ended
December 31,
 2016 20172018 2017
Net loss $(13,200) $(3,005)$(16.3) $(3.0)
Income tax benefit(4.5)
 (4.4)
Interest expense 14,753
 17,243
14.4
 17.2
Income tax benefit (7,095) (4,410)
Operating (loss) profit(6.4) 9.8
Depreciation and amortization 18,647
 19,883
23.1
 19.9
 

 

EBITDA 13,105
 29,711
16.7
 29.7
Restructuring and related business transformation costs (a) 13,158
 8,115
5.7
 8.1
Purchase accounting adjustment costs (b) 219
 
Stock-based compensation (c) 466
 2,612
Sponsor fees (d) 1,000
 333
Transaction costs (e) 1,359
 514
Other gains, losses and expenses (f) 7,932
 (1,304)
Share-based compensation (b)4.6
 2.6
Sponsor fees (c)
 0.3
Transaction costs (d)2.1
 0.5
Other gains, losses and expenses (e)9.3
 (1.2)
Adjusted EBITDA $37,239
 $39,981
$38.4
 $40.0

(a)Represents:
(i)costs and expenses in connection with various restructuring initiatives since our acquisition, through our wholly-owned entities, EWT Holdings II Corp. and EWT Holdings III Corp., of all of the outstanding shares of Siemens Water Technologies, a group of legal entity businesses formerly owned by Siemens Aktiengesellschaft, on January 15, 2014 (the “AEA Acquisition”), including severance costs, relocation costs, recruiting expenses, write‑offs of inventory and fixed assets and third‑party consultant costs to assist with these initiatives (includes initiatives. This includes:
(A) $10.2$0.4 million for the three months ended December 31, 2016 and $0.4 million in the three months ended December 31, 2017 (all of which is reflected as a component of Restructuring charges in “Note 11-RestructuringNote 13, “Restructuring and Related Charges” to our unaudited condensed consolidated financial statementsUnaudited Consolidated Financial Statements included in this Report)Report (the “Restructuring Footnote”) related to our voluntary separation plan pursuant to which approximately 220 employees accepted separation packages, and packages;
(B) $1.1$0.5 million for the three months ended December 31, 2016, reflected as a components of Cost of product sales and services ($0.8 million) and General and administrative expense ($0.3 million), and $3.5 million for the three months ended December 31, 2017,2018, reflected as components of Cost of product sales and services ($1.3 million), Research and development expense ($0.3 million), Sales and marketing expense(“Cost of sales”) ($0.3 million) and General and administrative expense ($1.6 million) (all of which is reflected as a component of Restructuring charges in “Note 11-Restructuring and Related Charges” to our unaudited condensed consolidated financial statements included in this Report)e

xpense (“G&A expense”) ($0.2 million) (all of which is reflected in the Restructuring Footnote); and $3.5 million for the three months ended December 31, 2017, reflected as components of Cost of sales ($1.3 million), Research and development expense (“R&D expense”) ($0.3 million), Sales and marketing expense (“S&M expense”) ($0.3 million) and G&A expense ($1.6 million) (all of which is reflected in the Restructuring Footnote) related to various other initiatives implemented to restructure and reorganize our business with the appropriate management team and cost structure); and
(C)$1.9 million for the three months ended December 31, 2018 (all of which is reflected in the Restructuring Footnote), reflected as components of Cost of sales ($0.2 million), S&M expense ($0.2 million) and G&A expense ($1.5 million) related to the Company’s transition from a three-segment structure to a two-segment operating model designed to better serve the needs of customers worldwide. This new structure was effective October 1, 2018 and combines the Municipal services business with the existing Industrial segment into a new segment, Integrated Solutions and Services, a group entirely focused on engaging directly with end users. The Products segment and Municipal products businesses have been combined into a new segment, Applied Product Technologies, which is focused on developing product platforms to be sold primarily through third party channels. The Company expects to incur $17 million to $22 million of restructuring charges over the next two fiscal years as a result of this transition;
(ii)legal settlement costs and intellectual property related fees associated with legacy matters prior to the AEA Acquisition, including fees and settlement costs related to product warranty litigation on MEMCORMEMCOR® products and certain discontinued products ($0.50.4 million for the three months ended December 31, 2016,2018, reflected as components of Cost of product sales and services ($0.1 million) and General and administrativeG&A expense ($0.40.3 million),; and $0.1 million infor the three months ended December 31, 2017, primarily reflected as a component of Cost of product sales and services)sales);
(iii)expenses associated with our information technology and functional infrastructure transformation following the AEA Acquisition, including activities to optimize information technology systems and functional infrastructure processes ($1.42.8 million for the three months ended December 31, 2016,2018, primarily reflected as components of Cost of product sales ($0.1 million) and servicesG&A expense ($0.52.7 million); and $1.3 million in the three months ended December 31, 2017, primarily reflected as components of Cost of sales ($0.9 million), SalesS&M expense ($0.1 million) and marketingG&A expense ($0.3 million)); and General and administrative expense ($0.6 million), and $1.3

million in the three months ended December 31, 2017, primarily reflected as components of Cost of product sales and services ($0.9 million), Sales and marketing expense ($0.1 million) and General and administrative expense ($0.3 million); and
(iv)costs incurred by us in connection with theour IPO and secondary offering, including consultant costs and public company compliance costs ($2.90.1 million infor the three months ended December 31, 2018, all reflected as a component of G&A expense; and $2.9 million for the three months ended December 31, 2017, all reflected as a component of General and administrativeG&A expense).
(b)Represents adjustments for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of the acquisition of Magneto.
(c)Represents non‑cash stock‑share‑based compensation expenses related to option awards. See “Note 14-Stock16. Share-Based Compensation” to our unaudited condensed consolidated financial statementsUnaudited Consolidated Financial Statements included in this Report for further detail.
(d)(c)Represents management fees paid to AEA pursuant to the management agreement. Pursuant to the management agreement, AEA provided advisory and consulting services to us in connection with the AEA Acquisition, including investment banking, due diligence, financial advisory and valuation services. AEA also provided ongoing advisory and consulting services (similar in nature to the services provided in connection with the AEA Acquisition) to us pursuant to the management agreement. In connection with the IPO, the management agreement was terminated. See “Note 16-Related-Party18. Related-Party Transactions” to our unaudited condensed consolidated financial statementsUnaudited Consolidated Financial Statements included in this Report for further detail.
(e)(d)Represents expenses associated with acquisition and divestiture‑divestiture related activities and post‑acquisition integration costs and accounting, tax, consulting, legal and other fees and expenses associated with acquisition transactions ($1.42.1 million in the three months ended December 31, 20162018 and $0.5 million in the three months ended December 31, 2017)2017, respectively).

(f)(e)Represents:
(i)impact of foreign exchange gains and losses ($7.64.7 million loss in the three months ended December 31, 20162018 and $1.5 million gain in the three months ended December 31, 2017);
(ii)foreign exchange impact related to headquarter allocations ($0.2 million gain in the three months ended December 31, 2016); and
(iv)
expenses related to maintaining non-operational business locations ($0.10.5 million in the three months ended December 31, 20162018 and $0.2 million in the three months ended December 31, 2017);
(iii)expenses incurred by the Company related to the remediation of manufacturing defects caused by a third party vendor for which the Company is seeking restitution ($1.0 million for the three months ended December 31, 2018, all reflected as a component of Cost of sales); and
(iv)charges incurred by the Company related to product rationalization in its electro-chlorination business ($3.1 million for the three months ended December 31, 2018, all reflected as a component of Cost of sales).
Results of Operations
The following tables summarize key components of our results of operations for the periods indicated:

Three Months Ended December 31,Three Months Ended December 31,
2016 2017  2018 2017  
  % of Revenues   % of Revenues% Variance
(in thousands) 
Revenue from product sales and services$279,872
 100.0%
 $297,051
 100.0 %  %
(In millions, except per share amounts)  % of Revenue   % of Revenue % Variance
Revenue$323.0
 100.0 % $297.1
 100.0 % 8.7 %
Cost of product sales and services(196,813)
 (70.3)% (208,672)
 (70.2)% (0.1)%(234.3) (72.5)% (208.7) (70.2)% 12.3 %
Gross profit83,059
 29.7 % 88,379
 29.8 % 0.3 %
Gross Profit88.7
 27.5 % 88.4
 29.8 % 0.3 %
General and administrative expense(49,186)
 (17.6)% (39,064)
 (13.2)% (25.0)%(54.8) (17.0)% (39.1) (13.2)% 40.2 %
Sales and marketing expense(35,093)
 71.3 % (34,241)
 87.7 % 23.0 %(36.2) (11.2)% (34.2) (11.5)% 5.8 %
Research and development expense(5,005)
 (1.8)% (4,653)
 (1.6)% (11.1)%(4.1) (1.3)% (4.7) (1.6)% (12.8)%
Other operating income (expense)683
 0.2 % (593)
 (0.2)% (200.0)%
Other operating income (expense), net0.0
  % (0.6) (0.2)% 100.0 %
Interest expense(14,753)
 (5.3)% (17,243)
 (5.8)% 9.4 %(14.4) (4.5)% (17.2) (5.8)% (16.3)%
Loss before income taxes(20,295)
 (7.3)% (7,415)
 (2.5)% (65.8)%(20.8) (6.4)% (7.4) (2.5)% (181.1)%
Income tax benefit7,095
 2.5 % 4,410
 1.5 % (40.0)%4.5
 1.4 % 4.4
 1.5 % 2.3 %
Net loss(13,200)
 (4.7)% (3,005)
 (1.0)% (78.7)%(16.3) (5.0)% (3.0) (1.0)% (443.3)%
Net income attributable to non‑controlling interest399
 0.1 % 708
 0.2 % 100.0 %0.4
 0.1 % 0.7
 0.2 % (42.9)%
Net loss attributable to Evoqua Water Technologies Corp.$(13,599) (4.9)% $(3,713) (1.2)% (75.5)%$(16.7) (5.2)% $(3.7) (1.2)% (351.4)%
           
Weighted average shares outstanding          
Basic104,782
   109,974
    114.0
   110.0
    
Diluted104,782
   109,974
    114.0
   110.0
    
Earnings (loss) per share         
Loss per share         
Basic$(0.13)   $(0.03)    $(0.15)   $(0.03)    
Diluted$(0.13)   $(0.03)    $(0.15)   $(0.03)    
             
Other financial data:              
Adjusted EBITDA(1)$37,239
 13.3 % $39,981
 13.5 % 1.5 %$38.4
 11.9 % $40.0
 13.5 % (4.0)%
         


(1)For the definition of Adjusted EBITDA and a reconciliation to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see “How We Assess the Performance of Our Business-Adjusted EBITDA.”
Consolidated Results
Revenues-Revenues increased $17,179,$25.9 million, or 6.1%8.7%, to $297,051$323.0 million in the three months ended December 31, 20172018 from $279,872$297.1 million in the three months ended December 31, 2016.2017.
The following table provides the change in revenues from product sales and revenues from services, respectively:

Three Months Ended December 31,  
2016 2017 % VarianceThree Months Ended December 31,
  
% of
Revenues
   
% of
Revenues
  2018 2017 % Variance
(in thousands)  
% of
Revenue
   
% of
Revenue
  
Revenue from product sales$162,295
 58.0% $169,658
 57.1% 4.5%$180.1
 55.8% $167.1
 56.2% 7.8%
Revenue from services117,577
 42.0% 127,393
 42.9% 8.3%142.9
 44.2% 129.9
 43.7% 10.0%
$279,872
 $297,051
 6.1%$323.0
 100.0% $297.1
 100.0% 8.7%
Revenues from product sales increased $7,363,$13.0 million, or 4.5%7.8%, to $169,658$180.1 million in the three months ended December 31, 20172018 from $162,295$167.1 million in the three months ended December 31, 2016.2017. The increase in product revenues was primarily due to the growth in aftermarket product revenues of $11.9 million period-over-period in addition to revenues from the acquisitions of ETS, ADIPure Water, Pacific Ozone, ProAct and Olson,Isotope which accounted for $10,167 in revenues. Added to that was an increase in sales volume for capital projects, which delivered $2,915 in revenues related to large project timing in North America.$1.8 million of the increase. These increases were offset somewhat by a declineimpacts of $5,719 related to timing of aftermarket sales.foreign currency.
Revenues from services increased $9,816,$13.0 million, or 8.3%10.0%, to $127,393$142.9 million in the three months ended December 31, 20172018 from $117,577$129.9 million in the three months ended December 31, 2016.2017. The main driver of this increase was driven mainly by organic revenue growth, including volume driven increases in Industrial service revenue of approximately $7,108 associated with account penetration in the power, hydrocarbon processing and chemical processing markets. Another $483 was$13.3 million recognized from the Noble acquisition. The remaining amount wasPure Water, ProAct and Isotope acquisitions, offset slightly by the resulttiming of timing ofthe delivery of services in other parts of the current periodbusiness as compared to the prior period.
Cost of Sales and Gross Margin-Total gross margin increased slightlydecreased to 27.5% in the three months ended December 31, 2018 from 29.8% in the three months ended December 31, 2017 from 29.7% in the three months ended December 31, 2016.2017.
The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:
Three Months Ended December 31,
2016 2017Three Months Ended December 31,
  
Gross
Margin %
   
Gross
Margin %
2018 2017
(in thousands)  
Gross
Margin %
   
Gross
Margin %
Cost of product sales$95,356
 41.2% $105,066
 38.1%$(136.6) 24.2% $(115.9) 30.6%
Cost of services101,457
 13.7% 103,606
 18.7%(97.7) 31.6% (92.8) 28.6%
$196,813
 29.7% $208,672
 29.8%$(234.3) 27.5% $(208.7) 29.8%
Cost of product sales increased by approximately $9,710$20.7 million to $136.6 million in the three months ended December 31, 20172018 from $95,356$115.9 million in the three months ended December 31, 2016.2017. The increase in cost of product sales was primarily driven by a shift in product mix, which offset the acquisitionsbenefit of ETS, ADIvolume leverage, and Olson, which accounted for $5,514.$15.4 million of the total increase. Additionally, we incurred $4.1 million of costs as a result of product rationalization in our electro-chlorination business and the remediation of manufacturing defects caused by a third party vendor. The remaining $1.2 million of the increase in cost of product sales was duerelated to volume increases in capital projectsthe Pure Water, Pacific Ozone, ProAct and aftermarket.Isotope acquisitions.

Cost of services increased by approximately $2,149$4.9 million to $97.7 million in the three months ended December 31, 2018 from $92.8 million in the three months ended December 31, 2017. The main driver of this increase was $7.1 million recognized from the Pure Water, ProAct and Isotope acquisitions in addition to the timing of the delivery of services as compared to the prior period.
Operating Expenses-Operating expenses increased $17.1 million, or 21.9%, to $95.1 million in the three months ended December 31, 2018 from $78.0 million in the three months ended December 31, 2017. Included in the three months ended December 31, 2018 was a loss from unfavorable foreign currency impacts of $4.6 million, whereas included in the three months ended December 31, 2017 amount was a gain from $101,457favorable foreign currency impacts of $1.7 million. This change in foreign currency resulted in an increase in operating expenses of $6.3 million. Additionally, the Company incurred increased expenses of $5.2 million associated with the acquisitions of Pure Water, Pacific Ozone, ProAct and Isotope, and another $3.0 million in higher employee related costs. The increased spending in the three months ended December 31, 2016. Theprior period of Property, plant and equipment resulted in an increase in cost of servicesdepreciation expense of $2.1 million. An additional $1.1 million increase was mainly related to an overall increase in revenue volume.
Operating Expenses-Operating expenses decreased $11,326, or 12.7%, to $77,958 in the three months ended December 31, 2017 from $89,284 in the three months ended December 31, 2016. The decrease in operating expense was primarily due to a $7,386 reduction in restructuring expenses and employment costs driven by the cost improvement

initiatives implementedchange in the current and prior yearestimate of certain acquisitions achieving their earn-out targets, which resulted in additionan increase to favorable translation adjustmentsthe fair valued amount of $9,067.the earn-out recorded upon the acquisitions. These improvements in operating expensesincreases were offset by increased expensesa continued reduction in research and development spending of $2,362 due to the acquisitions of ETS, Noble, ADI and Olson.$0.6 million. A discussion of operating expenses by category is as follows:
Research and Development Expense-Research- Research and development expenses remained relatively flat fromdecreased due to the same quarter in the prior year.Company’s continued efforts to reduce spending.
Sales and Marketing Expense-Sales- Sales and marketing expenses had a slight decrease from the prior yearan increase of $2.0 million mainly due to a reductionemployment related costs, in wages and salaries, partially dueaddition to a reductionan increase in restructuring charges and lower employment costs.depreciation expense of $0.6 million.
General and Administrative Expense-General- General and administrative expenses decreased $10,122,increased $15.7 million, or 20.6%40.2%, to $39,064$54.8 million in the three months ended December 31, 20172018 from $49,186$39.1 million in the three months ended December 31, 2016.2017. This decreaseincrease in general and administrative expenses was primarily due favorable translation adjustmentsto unfavorable foreign currency impacts on the intercompany loans of $9,067$6.2 million, as well as $3,036 relateddescribed above, in addition to a reduction in restructuring activityan increase of $4.0 million from the Pure Water, Pacific Ozone, ProAct and lower employment costs driven by the restructuring and cost improvement initiatives implemented in the current and prior year. These reductions were offset by increasesIsotope acquisitions. The remaining increase is due to acquisitionsincreased capital spending in prior periods which drove $1.3 million of $1,981.increased depreciation expense, employee related expenses of $3.1 million, primarily due to increased share-based compensation expense, and another $1.1 million due to the earn-out adjustment mentioned above.
Other Operating Income (Expense), Netoperating (expense) income-Other operating (expense) income decreased $1,276,had a slight increase of $0.6 million, or 186.8%100.0%, to an expenseincome of $593$40.0 thousand in the three months ended December 31, 20172018 from incomeexpense of $683 in the three months ended December 31, 2016. In the three months ended December 31, 2016, the Company had a gain on sale that resulted in approximately $200 in addition to an insurance settlement of $500. There were no similar transactions$0.6 million in the three months ended December 31, 2017.
Interest Expense-Interest expense increased $2,490,decreased $2.8 million, or 16.9%16.3%, to $17,243$14.4 million in the three months ended December 31, 20172018 from $14,753$17.2 million in the three months ended December 31, 2016.2017. The increasedecrease in interest expense was primarily due to the increasefees incurred in charges associated withthe prior period from both the $100 million prepayment of debt and the term loanDecember 2017 refinancing. There were no similar transactions in November of 2017 coupled with the refinancing that occurred in December of 2017.current period.
Income Tax Benefittax benefit-An income tax benefit of $7,095$4.5 million and $4,410$4.4 million was recorded for the three months ended December 31, 20162018 and 2017, respectively. The decreaseincrease in tax benefits is due to an increase in pretax earnings coupled withbenefit from the prior year was primarily driven by a lowerhigher projected annual effective tax rate when compared toapplied against a larger loss in the prior period. This decrease is partiallycurrent period which was mostly offset by a discrete tax benefit of $3,500$3.5 million in the prior period related to remeasurethe remeasurement of U.S. deferred tax liabilities associated with indefinite lived intangible assets for the reduction of the U.S. statutory rate from 35% to 21%. Other than accounting for the reduced U.S. federal tax rate to 21%, there are currently no other U. S. tax reform effects reflected in operating results as either a reasonable estimate of the tax effects has not yet been made within the permitted one year measurement period, or certain other applicable provisions are not effective until October 1, 2018 for fiscal year tax filers.
Net IncomeLoss-Net loss decreasedincreased by $10,195,$13.3 million, or 77.2%443.3%, to a net loss of $3,005$16.3 million for the three months ended December 31, 20172018 from $13,200$3.0 million in the three months ended December 31, 2016.2017. This decrease was primarily driven by increased sales and gross profit, offset by a reductionthe increase in operating expenses, mainly the unfavorable change in foreign currency impacts as described above. above in addition. Additional contributing factors to the period over period change include other non-cash charges such as higher depreciation costs associated with capital investment and acquisitions, as well as higher stock compensation charges.
Adjusted EBITDA-Adjusted EBITDA increased $2,742,decreased $1.6 million, or 7.4%4.0%, to $39,981$38.4 million for the three months ended December 31, 20172018 from $37,239$40.0 million for the three months ended December 31, 2016. Benefits2017. Increased revenue volume and the

benefits derived from restructuring and operational efficiencies that were implemented in the current and prior fiscal year as well as increased volume and accretive profitability associated with organic revenue growth and prior year acquisitions, provided for the increasewere offset by negative margins derived from a shift in Adjusted EBITDA, offset somewhat by the timing variances in operating profit in the Municipal and Products segments.

product mix.
Segment Results
 Three Months Ended December 31, 
 2016 2017% Variance
Revenues(in thousands) 
Industrial$145,706
 $165,194
13.4 %
Municipal62,631
 61,906
(1.2)%
Products71,535
 69,951
(2.2)%
Total Consolidated$279,872
 $297,051
6.1 %
Percentage of total consolidated revenues    
Industrial52.1 % 55.6 % 
Municipal22.4 % 20.8 % 
Products25.6 % 23.5 % 
Total Consolidated100 % 100 % 
Operating Profit    
Industrial$23,089
 $29,982
29.9 %
Municipal6,486
 4,793
(26.1)%
Products11,396
 7,714
(32.3)%
Corporate(46,513) (32,661)(29.8)%
Total Consolidated$(5,542) $9,828
277.3 %
Operating profit as a percentage of total consolidated revenues   
Industrial8.2% 10.1% 
Municipal2.3 % 1.6 % 
Products4.1 % 2.6 % 
Corporate(16.6)% (11.0)% 
Total Consolidated(1.9%) 3.3% 
EBITDA    
Industrial$32,001
 $40,127
25.4 %
Municipal8,562
 6,592
(23.0)%
Products14,918
 10,699
(28.3)%
Corporate and unallocated costs(42,376) (27,707)(34.6)%
Total Consolidated$13,105
 $29,711
126.7 %
EBITDA as a percentage of total consolidated revenues    
Industrial11.4 % 13.5 % 
Municipal3.1 % 2.2 % 
Products5.3 % 3.6 % 
Corporate and unallocated costs(15.1)% (9.3)% 
Total Consolidated4.4 %
10.0 % 
 Three Months Ended December 31,
 2018 2017 % Variance
   % of Revenue   % of Revenue  
Revenues         
Integrated Solutions and Services$210.5
 65.2 % $191.9
 64.6 % 9.7 %
Applied Product Technologies112.5
 34.8 % 105.2
 35.4 % 6.9 %
Total Consolidated323.0
 100.0 % 297.1
 100.0 % 8.7 %
Operating profit (loss)         
Integrated Solutions and Services27.9
 8.6 % 34.1
 11.5 % (18.2)%
Applied Product Technologies4.5
 1.4 % 8.2
 2.8 % (45.1)%
Corporate(38.8) (12.0)% (32.5) (10.9)% 19.4 %
Total Consolidated(6.4) (2.0)% 9.8
 3.3 % (165.3)%
EBITDA         
Integrated Solutions and Services41.9
 13.0 % 45.2
 15.2 % (7.3)%
Applied Product Technologies8.9
 2.8 % 12.1
 4.1 % (26.4)%
Corporate and unallocated costs(34.1) (10.6)% (27.6) (9.3)% 23.6 %
Total Consolidated$16.7
 5.2 % $29.7
 10.0 % (43.8)%




Adjusted EBITDA on a segment basis is defined as earnings before interest taxes,expense, income tax expense (benefit) and depreciation and amortization.amortization, adjusted for the impact of certain other items that have been reflected at the segment level. The following is a reconciliation of our segment operating profit to EBITDA on a segment basis:

Adjusted EBITDA:
Three Months Ended December 31,
2016 2017Three Months Ended December 31,
IndustrialMunicipalProducts IndustrialMunicipalProducts2018 2017
(in thousands)Integrated Solutions and Services Applied Product Technologies Integrated Solutions and Services Applied Product Technologies
Operating Profit$23,089
$6,486
$11,396
 $29,982
$4,793
$7,714
$27.9
 $4.5
 $34.1
 $8.2
Interest expense(1)


 


Income tax expense (benefit)(1)


 


Depreciation and amortization(8,912)(2,076)(3,522) (10,145)(1,799)(2,985)14.0
 4.4
 11.1
 3.9
EBITDA$32,001
$8,562
$14,918
 $40,127
$6,592
$10,699
$41.9
 $8.9
 $45.2
 $12.1
Restructuring and related business transformation costs (a)0.3
 0.3
 
 
Transaction costs (b)0.5
 0.7
 
 
Other losses and expenses (c)0.2
 4.1
 
 
Adjusted EBITDA (d)$42.9
 $14.0
 $45.2
 $12.1

(1)(a)Interest expenseRepresents costs and Income tax expense (benefit) are corporate activities that are not allocatedexpenses in connection with restructuring initiatives distinct to our Integrated Solutions and Services and Applied Product Technologies Segments, respectively, incurred in the three reportable segments.months ended December 31, 2018. Such expenses are primarily composed of severance and relocation costs.
(b)Represents costs associated with a change in the current estimate of certain acquisitions achieving their earn-out targets, which resulted in an increase to the fair valued amount of the earn-out recorded upon the acquisitions in the three months ended December 31, 2018, distinct to our Integrated Solutions and Services and Applied Product Technologies Segments.
(c)Represents:
(i)expenses incurred by the Company in the three months ended December 31, 2018, distinct to our Integrated Solutions and Services Segment, related to maintaining non-operational business locations; and
(ii)expenses incurred by the Company in the three months ended December 31, 2018, distinct to our Applied Product Technologies Segment, as a result of product rationalization in our electro-chlorination business and the remediation of manufacturing defects caused by a third party vendor for which the Company is seeking restitution.
(d)For the definition of Adjusted EBITDA and a reconciliation to net loss, its most directly comparable financial measure presented in accordance with GAAP, see “How We Assess the Performance of Our Business-Adjusted EBITDA.”
IndustrialIntegrated Solutions and Services
Revenues in the IndustrialIntegrated Solutions and Services Segment increased $19,488,$18.6 million, or 13.4%9.7%, to $165,194$210.5 million in the three months ended December 31, 20172018 from $145,706$191.9 million in the three months ended December 31, 2016.2017. The increase in revenue was driven by further capital penetrationstronger aftermarket growth of $6.0 million. Our acquisitions of Pure Water, ProAct and Isotope resulted in another increase of $13.9 million of revenue. These increases were offset by a decline in service revenue of $1.1 million as compared to the prior year period, primarily in the power market and remediation projects of $2,299. Service revenue also increased $7,108 across all markets, but primarily in power, hydrocarbon processingand chemical processing. In addition, an increase of $10,081 of revenue was attributable to our acquisitions of ETS, ADI and Noble during the fiscal year ended September 30, 2017.processing markets.
Operating profit in the IndustrialIntegrated Solutions and Services Segment increased $6,893,decreased $6.2 million, or 29.9%18.2%, to $29,982$27.9 million in the three months ended December 31, 20172018 from $23,089$34.1 million in the three months ended December 31, 2016.2018. The increaseprofitability generated by revenue volume in operating profitthe period was primarily related tooffset by the acquisitions mentioned above of $3,048, an increase of $2,536 from organic revenue growth, as well as $2,351 of benefits experienced as a result of lower employment costschange in product mix driven by restructuringhigher capital volumes in food and cost improvement initiatives implementedbeverage and lower service volumes in the currentpower and prior fiscal year. These improvements were offset somewhatchemical processing markets. Additionally,

profitability was impacted by increased employment and benefit expenses of $3.9 million, $2.9 million from higher depreciation and amortization drivenexpense and $0.5 million due to the change in estimated earn-outs related to prior acquisitions. These impacts to profitability were partially offset by capital investment in service assetsincreased profit, excluding the impact of depreciation and amortization, from the Pure Water, ProAct and Isotope acquisitions mentioned above.of $1.1 million.
EBITDA in the IndustrialIntegrated Solutions and Services Segment increased $8,126,decreased $3.3 million, or 25.4%7.3%, to $40,127$41.9 million in the three months ended December 31, 2017 from $32,0012018, compared to $45.2 million in the three months ended December 31, 2016.2017. Adjusted EBITDA decreased $2.3 million, or 5.1%, to $42.9 million in the three months ended December 31, 2018, compared to $45.2 million in the three months ended December 31, 2017. The increasedecrease in EBITDA resulted from the same factors which impacted operating profit, less the change in depreciation and amortization. Adjusted EBITDA in the Integrated Solutions and Services Segment excludes $0.3 million of restructuring and realignment costs incurred during the three months ended December 31, 2018, a charge of $0.5 million related to the change in the current estimate of certain acquisitions achieving their earn-out targets, which resulted in an increase to the fair valued amount of the earn-out recorded upon the acquisitions and $0.2 million related to costs incurred from inactive sites, all of which were discrete to the Integrated Solutions and Services Segment. There were no comparable charges incurred in the same period of the prior year that would impact Adjusted EBITDA for the Integrated Solutions and Services Segment.
MunicipalApplied Product Technologies
Revenues in the MunicipalApplied Product Technologies Segment decreased slightly by $725,increased $7.3 million, or 1.2%6.9%, to $61,906$112.5 million in the three months ended December 31, 20172018 from $62,631$105.2 million in the three months ended December 31, 2016. Services2017. This increase is mainly attributable to aftermarket revenues, which increased by $5.9 million across multiple business lines. Additionally, service revenues and project revenues are up 4.3% and 1.6% respectively, while timingsales of aftermarket productcapital products grew by $2.0 million. The acquisition of Pacific Ozone contributed an increase in revenue drove a decline of 16.1% as compared to the prior year period.$1.2 million. These increases were offset by an unfavorable foreign currency impact of $1.8 million.
Operating profit in the MunicipalApplied Product Technologies Segment decreased $1,693,$3.7 million, or 26.1%45.1%, to $4,793$4.5 million in the three months ended December 31, 20172018 from $6,486$8.2 million in the three months ended December 31, 2016.2017. The decrease in operating profit was primarily due to $3.1 million of costs related to product mix shift from high aftermarket margins to lower capital & services margins, coupledrationalization in our electro-chlorination business and $1.0 million of costs associated with cost benefits last year and expense timing, which accounted for $3,924the remediation of a decline.  These decreases were offsetmanufacturing defect caused by lower employmenta third-party vendor. Additionally, recognized in the prior period had a benefit of $2.8 million related to warranty reductions and legal expenses of $1,300, $654 of benefits as a result cost reductions throughprofit from our restructuring and cost improvement initiatives implementedItalian operations, which did not reoccur in the current period. Higher depreciation impacted profitability by another $0.6 million of increased costs and $0.7 million of additional cost was due to the change in estimated amount of earn-outs expected to be paid out on prior fiscal year,acquisitions. These impacts to profitability were partially offset by operational leverage of $2.5 million and lower depreciation and amortizationemployment costs of $277.$2.0 million.
EBITDA in the MunicipalApplied Product Technologies Segment decreased $1,970,$3.2 million, or 23.0%26.4%, to $6,592$8.9 million in the three months ended December 31, 2017 from $8,5622018, compared to $12.1 million in the three months ended December 31, 2016.2017. The decrease in EBITDA decreased as a result ofresulted from the same factors which impacted operating profit, in the Municipal Segment during this period, less the change fromin depreciation and amortization.

Products
Revenues in the Products Segment decreased $1,584, Adjusted EBITDA increased $1.9 million, or 2.2%15.7%, to $69,951$14.0 million in the three months ended December 31, 2017 from $71,5352018, compared to $12.1 million in the three months ended December 31, 2016. The decline2017. Adjusted EBITDA in revenues was primarilythe Applied Product Technologies Segment excludes $4.1 million of expenses due to product rationalization in our electro-chlorination business and the timingremediation of larger projects completedmanufacturing defects caused by a third party vendor, a charge of $0.7 million related to the change in the first quartercurrent estimate of certain acquisitions achieving their earn-out targets, which resulted in an increase to the fair valued amount of the prior year inearn-out recorded upon the Americas aquatics marketsacquisitions and $0.3 million of $6,394, partially offset by growth in the China market of $2,003, foreign currency transactions of $2,039, the Olson acquisition of $600,restructuring and other of $168 which includes increased revenues in Electrocatalytic ballast water and Separation Technologies product lines.
Operating profit in the Products Segment decreased $3,682 or 32.3%, to $7,714 inrealignment costs incurred during the three months ended December 31, 2017 from $11,3962018, all of which were discrete to the Applied Product Technologies Segment. There were no comparable charges incurred in the three months ended December 31, 2016. The decline in operating profit was primarily due to the timing projects completed in the first quartersame period of the prior year of $2,457, unfavorable product mix of $1,837, partially offset by lower depreciation of $595 and other activity of $17.
that would impact Adjusted EBITDA infor the Products Segment decreased $4,219, or 28.3%, to $10,699 in the three months ended December 31, 2017 from $14,918 in the three months ended December 31, 2016. EBITDA decreased as a result of the same factors which impacted operating profit in the Products Segment, less the lower depreciation and amortization.

Applied Product Technologies Segment.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual

obligations. We consider liquidity in terms of cash flows from operations and their sufficiency to fund our operating and investing activities.
Our principal sources of liquidity are our cash generated by operating activities and borrowings under our Revolving Credit Facility (as defined below).Facility. Historically, we have financed our operations primarily from cash generated from operations and periodic borrowings under our $125.0 million Revolving Credit Facility. Our primary cash needs are for day to day operations, to pay interest and principal on our indebtedness, to fund working capital requirements and to make capital expenditures.
We expect to continue to finance our liquidity requirements through internally generated funds and borrowings under our Revolving Credit Facility. We believe that our projected cash flows generated from operations, together with borrowings under our Revolving Credit Facility are sufficient to fund our principal debt payments, interest expense, our working capital needs and our expected capital expenditures for the next twelve months. Our capital expenditures for the three months ended December 31, 20162018 and 2017 were $13,603$17.6 million and $15,257,$15.3 million, respectively. However, our budgeted capital expenditures can vary from period to period based on the nature of capital intensive project awards. We may draw on our Revolving Credit Facility from time to time to fund or partially fund an acquisition.
As of December 31, 2017,2018, we had total indebtedness of $804,129,$954.9 million, including $794,583$935.9 million of borrowings under the First Lien Term Loan Facility, no borrowings under our revolving credit facility, $6,677Revolving Credit Facility, $15.3 million in borrowings related to a BOOequipment financing, and $2,869$2.0 million of notes payable related to certain equipment related contracts.contracts and $1.8 million related to a mortgage. We also had $6,534$14.3 million of letters of credit issued under our $125,000$125.0 million Revolving Credit Facility and an additional $12,238$0.2 million of letters of credit issued under a separate uncommitted facility as of December 31, 2017.2018.
Our senior secured credit facilities contain a number of covenants imposing certain restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on our business operations, include limitations on our or our subsidiaries’ ability to:
incur or guarantee additional indebtedness;
make certain investments;

pay dividends or make distributions on our capital stock;
sell assets, including capital stock of restricted subsidiaries;
agree to payment restrictions affecting our restricted subsidiaries;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
enter into transactions with our affiliates;
incur liens; or
designate any of our subsidiaries as unrestricted subsidiaries.
We are a holding company and do not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends and distributions and other transfers from our operating subsidiaries. Under the terms of our senior secured credit facilities, our operating subsidiaries are currently limited in their ability to pay cash dividends to us, and we expect these limitations to continue in the future under the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.
In addition, our Revolving Credit Facility, but not the First Lien Term Loan Facility, contains a financial covenant which requires us to comply with the maximum first lien net leverage ratio of 5.55 to 1.00 as of the last day of any quarter on which the aggregate amount of revolving loans and letters of credit outstanding under the Revolving Credit Facility (net of cash collateralized letters of credit and undrawn outstanding letters of credit in an amount of up to 50% of the Revolving Credit Facility) exceeds 25% of the total commitments thereunder.

As of December 31, and September 30, and December 31, 2017,2018, we were in compliance with the covenants contained in the senior secured credit facilities.
Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations.

Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
Three Months Ended December 31,Three months ended December 31,
2016 2017
(In millions)2018 2017
Statement of Cash Flows Data(in thousands) 
Net cash (used in) provided by operating activities$(28,829) $5,581
Net cash provided by operating activities$4.1
 $5.6
Net cash used in investing activities(23,587) (14,870)(17.7) (14.9)
Net cash provided by financing activities50,783
 30,137
Net cash (used in) provided by financing activities(4.9) 30.1
Effect of exchange rate changes on cash2,852
 148
(0.7) 0.2
Change in cash and cash equivalents$1,219
 $20,996
$(19.2) $21.0
Operating Activities
Cash flows from operating activities can fluctuate significantly from period‑to‑period as working capital needs and the timing of payments for restructuring activities and other items impact reported cash flows.

Net cash provided by operating activities increaseddecreased to a source of $5,581$4.1 million in the three months ended December 31, 20172018 from a usesource of $28,829$5.6 million in the three months ended December 31, 2016.2017.
Operating cash flows in the three months ended December 31, 20172018 reflect ana decrease in net lossearnings of $10,195$13.3 million as compared to the three months ended December 31, 20162017 and increaseddecreased non‑cash charges of $795$10.1 million primarily relating to changesa reduction in deferred taxes and the foreign currency impact on the intercompany loans, deferred taxes andpartially offset by increased share basedshare-based compensation expenses.
The aggregate of receivables, inventories, cost and earnings in excess of billings on uncompleted contracts, accounts payable and billings in excess of costs incurred on uncompleted contracts used $21,310only $2.6 million in operating cash flows in the three months ended December 31, 20172018 compared to $26,229a use of $21.3 million in operating cash flows in the three months ended December 31, 2016.2017. The amount of cash flow generated from or used by the above mentioned accounts depends upon how effectively we manage our cash conversion cycle, which is a representation of the number of days that elapse from the date of purchase of raw materials and components to the collection of cash from customers. Our cash conversion cycle can be significantly impacted by the timing of collections and payments in a period. Further, as it relates to capital projects, fiscal 2017 represented a continued rebuilding of the pipeline of capital projects as compared to the period prior to the Acquisition, which represented a depletion of the pipeline of capital projects. This build‑up of capital project activity contributed to the variability of accounts receivable, inventories, excess billings on uncompleted contracts or billings in excess of costs incurred on uncompleted contracts from period to period.
The aggregate of prepaid expense and other current assets, income taxes and other non current assets and liabilities used $1,762provided $1.3 million in operating cash flows in the three months ended December 31, 20172018 compared to $1,366 provideda use of $1.8 million in the three months ended December 31, 2016.2017. This is mainly due to timing of payments.
Accrued expenses and other liabilities used $32,810$15.4 million in operating cash flows in the three months ended December 31, 20172018 compared to a use of $10,677$32.8 million in the three months ended December 31, 2016.2017. The increasedreduced use of operational cash flow in both periods resulted primarily from timing of cash payments for various employee-related liabilities along with the payment ofwas mainly due to higher accrued expenses relatedat September 30, 2017 as

compared to September 30, 2018, due to the strategic transaction.IPO in November of 2017 and higher accrued employee related costs which were subsequently paid out during the three months ended December 31, 2017.
Investing Activities
Net cash used in investing activities decreased $8,717 from $23,587increased $2.8 million to $17.7 million in the three months ended December 31, 2016 to $14,8702018 from $14.9 million in the three months ended December 31, 2017. This decreaseincrease was largely driven by the lack of acquisitions madeincreased spending on property, plant and equipment during the three months ended December 31, 2017. The reduction was partially offset by increased purchases of property, plant and equipment during the same period.2018.
Financing Activities
Net cash providedused by financing activities decreased $20,646 from $50,783$35.1 million to a use of $4.9 million in the three months ended December 31, 2016 to $30,1372018 from a source of $30.1 million in the three months ended December 31, 2017. This lower amount of cash provided by financing activities in infor the three months ended December 31, 20172018 was primarily due to the $137,605$137.6 million cash received upon the issuance of stock during the IPO, partially offset by the $100,000$100.0 million prepayment of debt made in November of 2017 .

2017. There were no similar activities in the current period.
Seasonality
While we do not believe it to be significant, ourOur business doesmay exhibit seasonality resulting from our customers’ increasing demand for our products and services during the spring and summer months as compared to the fall and winter months. For example, our Municipal Segmentbusiness servicing municipal customers experiences increased demand for our odor control product lines and services in the warmer months which, together with other factors, typically results in improved performance in the

second half of our fiscal year. Inclement weather, such as hurricanes, droughts and floods, can also drive increased demand for our products and services. As a result, our results from operations may vary from period to period.

Off‑Balance Sheet Arrangements
As of December 31, and September 30, and December 31, 2017,2018, we had letters of credit totaling $17,274$14.5 million and $18,772,$11.8 million, respectively, and surety bonds totaling $87,849$124.7 million and $90,985$123.4 million, respectively, outstanding under our credit arrangements. The longest maturity date of the letters of credit and surety bonds in effect as of September 30, 2017December 31, 2018 was March 31, 2024.26, 2029. Additionally, as of September 30, 2016December 31, and September 30, 2017,2018, we had letters of credit totaling $901$0.8 million and $909,$0.9 million, respectively, and surety bonds totaling $12,970$2.4 million and $12,967,$2.5 million, respectively, outstanding under our prior arrangement with Siemens.

Contractual Obligations
We enter into long‑term obligations and commitments in the normal course of business, primarily debt obligations and non‑cancelable operating leases. As of December 31, 2017, our contractual cash obligations over the next several periods were as follows (in thousands):
 Total
Less than
1 year
1 to
3 years
3 to
5 years
More than
5 years
 (in thousands)
Operating lease commitments(a)$47,080
$10,896
$17,341
$9,243
$9,600
Capital lease commitments(b)34,480
10,179
16,191
6,739
1,371
Long‑term debt obligations804,129
9,874
18,884
18,881
756,490
Interest payments on long‑term debt obligations256,698
38,090
74,982
73,156
70,470
Total$1,142,387
$69,039
$127,398
$108,019
$837,931
      

(a)We occupy certain facilities and operate certain equipment and vehicles under non‑cancelable lease arrangements. Lease agreements may contain lease escalation clauses and purchase and renewal options. We recognize scheduled lease escalation clauses over the course of the applicable lease term on a straight‑line basis.
(b)We lease certain equipment classified as capital leases. The leased equipment is depreciated on a straight line basis over the life of the lease and is included in depreciation expense.

Critical Accounting Policies and Estimates
See Note 2. Summary2, “Summary of Significant Accounting PoliciesPolicies” in the Unaudited Condensed Consolidated Financial Statements in Item 1 of this Report for a complete discussion of our significant accounting policies and recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
    Interest Rate Risk
We have market risk exposure arising from changes in interest rates on our senior secured credit facilities, which bear interest at rates that are benchmarked against LIBOR. In November 2018, the Company entered into an interest rate cap to mitigate risks associated with variable rate debt. The LIBOR interest rate cap has a notional value of $600 million, is effective for a period of three years and has a strike price of 3.5%.
Based on our overall interest rate exposure to variable rate debt outstanding as of December 31, 2018, a 1% increase or decrease in interest rates would decrease or increase income (loss) before income taxes by approximately $9.4 million.

By comparison, based on our overall interest rate exposure to variable rate debt outstanding as of December 31, 2017, a 1% increase or decrease in interest rates would increasehave decreased or decreaseincreased income (loss) before income taxes by approximately $7.9 million.

ImpactFor a discussion of Inflation
Our resultsthe Company’s exposure to market risk related to inflation, tariffs and foreign currency exchange rates, please refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of operations and financial condition are presented basedour Annual Report on historical cost. While it is difficult to accurately measureForm 10-K for the impact of inflation duefiscal year ended September 30, 2018, as filed with the SEC on December 11, 2018.  There have been no material changes to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial. We cannot provide any assurance, however, that our results of operations and financial condition will not be materially impacted by inflation in the future.
Foreign Currency Risk
We have global operations and therefore enter into transactions denominated in various foreign currencies. While we believe we are not susceptible to any material impact on our results of operations caused by fluctuations in exchange rates because our operations are primarily conducted in the United States, if we expand our foreign operations in the future, substantial increases or decreases in the value of the U.S. dollar relativeCompany’s exposure to these other currencies could have a significant impact on our resultsmarket risks during the first quarter of operations.
To mitigate cross-currency transaction risk, we analyze significant exposures where we have receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. We also are subject to currency translation risk associated with converting our foreign operations' financial statements into U.S. dollars. We use short-term foreign currency forward contracts and swaps to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We use foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We do not use derivative financial instruments for trading or speculative purposes.

fiscal 2019.
Item 4.    Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
           Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Report are effective at a reasonable assurance level in ensuringand, based on their evaluation, have concluded that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that ourthe disclosure controls and procedures will prevent or detect all errorswere not effective as of such date due to a material weakness in internal control over financial reporting related to control deficiencies within the Company’s revenue recognition and all fraud.recording processes that was disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
 
While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

As disclosed under Item 9A., Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, management identified a material weakness in internal control over financial reporting relating to the Company’s revenue recognition and recording process. We began implementing a remediation plan to address the material weakness mentioned above. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to September 30, 2019.
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarterly period ended December 31, 20172018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




Part II - Other Information

Item 1. Legal Proceedings
From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or prospects.

On or around November 6, 2018, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned McWilliams v. Evoqua Water Technologies Corp., et al., Case No. 1:18-CV-10320, alleging that the Company and senior management violated federal securities laws by issuing false, misleading, and/or omissive disclosures in the period leading up to the Company’s October 30, 2018 announcement of, among other things, (a) preliminary results for the full-year fiscal 2018 that were below previous expectations and (b) a transition from a three-segment structure to a two-segment operating model.  The action names as defendants the Company and the Company’s CEO and CFO.  On January 31, 2019, the court appointed lead plaintiffs and lead counsel in connection with the action and captioned the action “In re Evoqua Water Technologies Corp. Securities Litigation.” The lawsuit seeks compensatory damages in an unspecified amount to be proved at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other relief as the court may deem just and proper.  The Company believes that this lawsuit is without merit and intends to vigorously defend itself against the allegations.

Item 1A. Risk Factors
There have been no material changes to the information concerning risk factors as stated in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018, as filed with the SEC on December 4, 2017.

11, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
           WeIn the three months ended December 31, 2018, we issued 1,197,33013,646 shares of our common stock with an aggregate value of $25,000,000, to certain employees as restrictedupon the exercise of stock unit awards made in connection with our initial public offering.  This issuance wasoptions granted pursuant to the Stock Option Plan, which amount gives effect to the net exercise by certain of such employees of a portion of their vested options to cover exercise price and applicable tax withholding obligations. These issuances were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder. The securities were issued directly by the registrant and did not involve a public offering or general solicitation.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures
None.

Item 5.    Other Information
None.


Item 6.    Exhibits
The following exhibits are filed or furnished as a part of this report:


Exhibit
No.
Exhibit Description
10.5
31.1*
31.2*
32.1*
32.2*
*Filed herewith.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 EVOQUA WATER TECHNOLOGIES CORP.
  
  
  
  
  
February 7, 20185, 2019/s/ RONALD C. KEATING
 By:Ronald C. Keating
  Chief Executive Officer (Principal Executive Officer)
  
  
  
  
  
February 7, 20185, 2019/s/ BENEDICT J. STAS
 By:Benedict J. Stas
  Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
   







5662