Cover page
Cover page - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Nov. 15, 2019 | Mar. 29, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-35253 | ||
Entity Registrant Name | WESCO AIRCRAFT HOLDINGS, INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5441563 | ||
Entity Address, Address Line One | 24911 Avenue Stanford | ||
Entity Address, City or Town | Valencia | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91355 | ||
City Area Code | 661 | ||
Local Phone Number | 775-7200 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | WAIR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Smaller Reporting Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 567,762,000 | ||
Entity Common Stock, Shares Outstanding | 100,031,244 | ||
Entity Central Index Key | 0001378718 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 38,034 | $ 46,222 |
Accounts receivable, net of allowance for doubtful accounts of $2,849 and $2,877 at September 30, 2019 and 2018, respectively | 327,885 | 283,775 |
Inventories | 861,186 | 884,212 |
Prepaid expenses and other current assets | 17,284 | 15,291 |
Income taxes receivable | 3,403 | 2,017 |
Total current assets | 1,247,792 | 1,231,517 |
Property and equipment, net | 55,619 | 44,205 |
Deferred debt issuance costs, net | 1,522 | 2,827 |
Goodwill | 266,644 | 266,644 |
Intangible assets, net | 148,508 | 163,438 |
Deferred income tax assets | 61,116 | 65,135 |
Other assets | 13,597 | 15,710 |
Total assets | 1,794,798 | 1,789,476 |
Current liabilities: | ||
Accounts payable | 220,602 | 180,494 |
Accrued expenses and other current liabilities | 62,792 | 42,767 |
Income taxes payable | 3,162 | 2,295 |
Capital lease obligations, current portion | 1,584 | 2,205 |
Short-term borrowings and current portion of long-term debt | 56,107 | 74,000 |
Total current liabilities | 344,247 | 301,761 |
Capital lease obligations, less current portion | 1,000 | 2,329 |
Long-term debt, less current portion | 725,584 | 771,777 |
Deferred income tax liabilities | 1,282 | 2,803 |
Other liabilities | 9,345 | 18,337 |
Total liabilities | 1,081,458 | 1,097,007 |
Commitments and contingencies (see Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, class A, $0.001 par value, 950,000,000 shares authorized, 100,031,244 and 99,557,885 shares issued and outstanding at September 30, 2019 and 2018, respectively | 100 | 99 |
Additional paid-in capital | 451,670 | 444,531 |
Accumulated other comprehensive loss | (90,618) | (82,980) |
Retained earnings | 352,188 | 330,819 |
Total stockholders’ equity | 713,340 | 692,469 |
Total liabilities and stockholders’ equity | $ 1,794,798 | $ 1,789,476 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,849 | $ 2,877 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 950,000,000 | 950,000,000 |
Common stock, shares issued (in shares) | 100,031,244 | 99,557,885 |
Common stock, shares outstanding (in shares) | 100,031,244 | 99,557,885 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 1,696,450 | $ 1,570,450 | $ 1,429,429 |
Cost of sales | 1,293,357 | 1,167,294 | 1,067,522 |
Gross profit | 403,093 | 403,156 | 361,907 |
Selling, general and administrative expenses | 324,581 | 293,688 | 259,588 |
Goodwill impairment charge | 0 | 0 | 311,114 |
Income (loss) from operations | 78,512 | 109,468 | (208,795) |
Interest expense, net | (51,023) | (48,880) | (39,821) |
Other (expense) income, net | (816) | 24 | 369 |
Income (loss) before income taxes and equity method investment impairment charge | 26,673 | 60,612 | (248,247) |
(Provision) benefit for income taxes | (2,338) | (27,958) | 10,901 |
Income (loss) before equity method investment impairment charge | 24,335 | 32,654 | (237,346) |
Equity method investment impairment charge | (2,966) | 0 | 0 |
Net income (loss) | 21,369 | 32,654 | (237,346) |
Change in net foreign currency translation adjustment | (2,137) | (1,862) | (7,138) |
Change in net unrealized holding (loss) gain on derivatives | (5,501) | 3,937 | 2,073 |
Other comprehensive (loss) income, net of income taxes | (7,638) | 2,075 | (5,065) |
Comprehensive income (loss) | $ 13,731 | $ 34,729 | $ (242,411) |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 0.21 | $ 0.33 | $ (2.40) |
Diluted (in dollars per share) | $ 0.21 | $ 0.33 | $ (2.40) |
Weighted average shares outstanding: | |||
Basic (in shares) | 99,607,171 | 99,156,998 | 98,700,879 |
Diluted (in shares) | 100,239,116 | 99,500,477 | 98,700,879 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Common stock, shares issued, beginning balance (in shares) at Sep. 30, 2016 | 98,614,908 | ||||
Total stockholders' equity, beginning balance at Sep. 30, 2016 | $ 882,915 | $ 99 | $ 427,295 | $ (79,561) | $ 535,082 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 835,994 | ||||
Issuance of common stock | 2,964 | 2,964 | |||
Settlement on restricted stock tax withholding | (1,072) | (1,072) | |||
Stock-based compensation expense | 7,335 | 7,335 | |||
Net income (loss) | (237,346) | (237,346) | |||
Other comprehensive (loss) income | (5,065) | (5,065) | |||
Total stockholders' equity, ending balance at Sep. 30, 2017 | 649,731 | $ 99 | 436,522 | (84,626) | 297,736 |
Common stock, shares issued, ending balance (in shares) at Sep. 30, 2017 | 99,450,902 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 106,983 | ||||
Issuance of common stock | 78 | 78 | |||
Settlement on restricted stock tax withholding | (1,321) | (1,321) | |||
Stock-based compensation expense | 9,252 | 9,252 | |||
Net income (loss) | 32,654 | 32,654 | |||
Other comprehensive (loss) income | 2,075 | 2,075 | |||
Total stockholders' equity, ending balance at Sep. 30, 2018 | $ 692,469 | $ 99 | 444,531 | (82,980) | 330,819 |
Common stock, shares issued, ending balance (in shares) at Sep. 30, 2018 | 99,557,885 | 99,557,885 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock (in shares) | 473,359 | ||||
Issuance of common stock | $ 37 | $ 1 | 36 | ||
Settlement on restricted stock tax withholding | (2,200) | (2,200) | |||
Stock-based compensation expense | 9,303 | 9,303 | |||
Net income (loss) | 21,369 | 21,369 | |||
Other comprehensive (loss) income | (7,638) | (7,638) | |||
Total stockholders' equity, ending balance at Sep. 30, 2019 | $ 713,340 | $ 100 | $ 451,670 | $ (90,618) | $ 352,188 |
Common stock, shares issued, ending balance (in shares) at Sep. 30, 2019 | 100,031,244 | 100,031,244 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | |||
Net income (loss) | $ 21,369 | $ 32,654 | $ (237,346) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 29,376 | 29,256 | 28,352 |
Amortization of deferred debt issuance costs | 5,220 | 5,688 | 6,143 |
Bad debt and sales return reserve | 223 | 220 | 225 |
Stock-based compensation expense | 9,303 | 9,252 | 7,335 |
Net inventory provision (see Note 5) | 2,744 | 16,780 | 12,900 |
Goodwill impairment charge | 0 | 0 | 311,114 |
Equity method investment impairment charge | 2,966 | 0 | 0 |
Deferred income taxes | 4,257 | 9,172 | (21,070) |
Other non-cash items | (484) | (615) | 1,434 |
Subtotal | (74,974) | (102,407) | (109,087) |
Changes in assets and liabilities: | |||
Accounts receivable | (45,500) | (28,393) | (8,531) |
Income tax receivable | (1,436) | 1,544 | (2,159) |
Inventories | 19,424 | (73,106) | (129,772) |
Prepaid expenses and other assets | (5,478) | 365 | (5,989) |
Accounts payable | 36,933 | (3,430) | 2,201 |
Accrued expenses and other liabilities | 6,564 | 19,252 | 11,761 |
Income tax payable | 891 | (771) | (3,526) |
Net cash provided by (used in) operating activities | 86,372 | 17,868 | (26,928) |
Investing activities | |||
Purchase of property and equipment | (21,121) | (5,666) | (8,923) |
Net cash used in investing activities | (21,121) | (5,666) | (8,923) |
Financing activities | |||
Proceeds from short-term borrowings | 95,000 | 67,500 | 77,000 |
Repayments of short-term borrowings | (143,000) | (68,500) | (22,000) |
Repayments of long-term debt | (20,000) | (20,000) | (21,344) |
Debt issuance costs | 0 | (1,900) | (12,796) |
Repayments of capital lease obligations | (2,941) | (3,001) | (2,107) |
Net proceeds from exercise of stock options | 37 | 78 | 2,964 |
Settlement on restricted stock tax withholding | (2,200) | (1,321) | (1,072) |
Net cash (used in) provided by financing activities | (73,104) | (27,144) | 20,645 |
Effect of foreign currency exchange rate on cash and cash equivalents | (335) | (461) | (230) |
Net decrease in cash and cash equivalents | (8,188) | (15,403) | (15,436) |
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 46,222 | 61,625 | 77,061 |
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $ 38,034 | $ 46,222 | $ 61,625 |
Organization and Business
Organization and Business | 12 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Our company, Wesco Aircraft Holdings, Inc., is a distributor and provider of comprehensive supply chain management services to the global aerospace industry. Our services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time (JIT) delivery, chemical management services, third-party logistics or fourth-party logistics programs and point-of-use inventory management. In addition to the central stocking facilities, we use a network of forward stocking locations to service customers in a JIT and or ad hoc manner. There are 55 administrative, sales and/or stocking facilities around the world with concentrations in North America and Europe. In addition to product fulfillment, we also provide comprehensive supply chain management services for selected customers. These services include procurement and JIT inventory management and delivery services. Acquisition of Wesco by Platinum On August 8, 2019, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Wolverine Intermediate Holding II Corporation, a Delaware corporation (Parent), and Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub). Parent and Merger Sub are affiliates of Platinum Equity Advisors, LLC, a U.S.-based private equity firm. The Merger Agreement provides that, among other things and subject to the terms and conditions set forth therein, (1) Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger), and (2) at the effective time of the Merger (the Effective Time), and as a result of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a Share and collectively, the Shares), that is issued and outstanding immediately prior to the Effective Time, other than shares to be cancelled pursuant to the terms of the Merger Agreement or Dissenting Shares (as defined in the Merger Agreement), shall be automatically converted into the right to receive $11.05 in cash, without interest, subject to any withholding of taxes required by applicable law. The closing of the Merger is subject to various closing conditions, including, as of the date hereof, (1) the receipt of requisite competition and merger controls approval in the United Kingdom, (2) the absence of any order of any court of competent jurisdiction or any other Governmental Entity (as defined in the Merger Agreement) enjoining or prohibiting the consummation of the Merger which continues to be in effect, and (3) subject to Company Material Adverse Effect (as defined in the Merger Agreement) and other customary materiality qualifications, the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. The closing of the Merger is not subject to a financing condition. Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Merger may close in the fourth calendar quarter of 2019 or early in the first calendar quarter of 2020. Upon the closing of the Merger, the Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of majority-owned and controlled subsidiaries. All intercompany accounts, transactions and profits have been eliminated. When we do not have a controlling interest in an entity, but exert significant influence over the entity, we apply the equity method of accounting. Our financial statements have been prepared under the assumption that our Company will continue as a going concern. Our fiscal year ends September 30. Use of Estimates in Preparation of Financial Statements The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, variable considerations in contract revenue recognition, receivable valuations and allowance for sales returns, inventory valuations of excess and obsolescence (E&O) inventories, the useful lives of long-lived assets including property, equipment and intangible assets, annual goodwill and indefinite-lived asset impairment assessment, stock-based compensation, income taxes and contingencies. Actual results could differ from such estimates. Cash and Cash Equivalents We consider all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Accounts Receivable Accounts receivable consist of amounts owed to us by customers. We perform periodic credit evaluations of the financial condition of our customers, monitor collections and payments from customers, and generally do not require collateral. Accounts receivable are generally due within 30 to 60 days . We provide for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. We reserve for an account when we doubt whether it is collectible. We estimate our allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of our customers. To date, losses have been within the range of management’s expectations. If the estimated allowance for doubtful accounts subsequently proves to be insufficient, additional allowances may be required. Our allowance for doubtful accounts activity consists of the following (in thousands): Allowance for Doubtful Accounts Balance at Beginning of Period Charges to Expenses Write-offs Balance at End of Period Year ended September 30, 2019 $ 2,877 $ 276 $ (304 ) $ 2,849 Year ended September 30, 2018 3,109 (27 ) (205 ) 2,877 Year ended September 30, 2017 3,846 (133 ) (604 ) 3,109 Inventories Inventories are stated at the lower of cost or net realizable value. The method by which amounts are removed from inventory and relieved to cost of sales is the weighted average cost for all inventory, except for chemical products for which the first-in, first-out method is used. In-bound freight-related costs of $1.5 million , $1.2 million and $1.5 million as of September 30, 2019 , 2018 , and 2017 , respectively, are included as part of the cost of inventory held for resale. We record E&O provisions, as appropriate, to write down inventory to estimated net realizable value. The components of our inventory are subject to different risks of E&O. Our hardware inventory, which does not decay or have a pre-determined shelf life, bears a higher risk of having excess quantities than becoming obsolete due to spoilage. We continually assess and refine our methodology for evaluating E&O inventory based on current facts and circumstances. Our hardware inventory E&O assessment requires the use of subjective judgments and estimates, including the forecasted demand for each part. The forecasted demand considers a number of factors, including historical sales trends, current and forecasted customer demand, including customer liability provisions based on selected contractual rights, consideration of available sales channels and the time horizon over which we expect the hardware part to be sold. In addition, we record provisions for shrinkage based upon operational activity in the warehouses. Inventory shrinkage and spoilage estimates are made to reduce the inventory value for lost items. We perform physical inventory counts and cycle counts throughout the year and adjust the shrink and spoilage provision accordingly. Property and Equipment Property and equipment are stated at cost, less accumulated amortization and depreciation, generally computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the assets. Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any gain or loss is reflected in the consolidated statements of comprehensive income (loss). The useful lives for depreciable assets are as follows: Buildings and improvements 2 - 39.5 years Machinery and equipment 5 - 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 - 7 years Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors we consider include, but are not limited to, significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. We have determined that our asset group for impairment testing comprises assets and liabilities of each of our reporting units, which consist of the Americas, Europe, Middle-East and Africa (EMEA) and Asia Pacific (APAC) reporting units (see change in our reporting units discussed under "Goodwill and Indefinite-Lived Intangible Assets" below). We have identified customer relationships as the primary asset because it is the principal asset from which the reporting units derive their cash flow generating capacity and has the longest remaining useful life. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to be generated by these assets, which is a Level 3 fair value measurement (see fair value hierarchy discussion under Fair Value of Financial Instruments below). Impairment losses are measured as the amount by which the carrying values of the primary assets exceed their fair values. Indefinite-lived intangibles consist of a trademark, for which we estimate fair value and compare such fair value to the carrying amount. If the carrying amount of the trademark exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As of July 1, 2019 and 2018, our trademark was not impaired. Deferred Debt Issuance Costs Deferred debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the term of the related credit arrangement; such amortization is included in interest expense in the consolidated statements of comprehensive income (loss). Amortization of deferred debt issuance costs was $5.2 million , $5.7 million and $6.1 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. As of September 30, 2019 and 2018 , the remaining unamortized deferred debt issuance costs are $6.4 million and $11.6 million , respectively, of which $4.9 million and $8.8 million , respectively, was offset against the long-term debt. The remaining unamortized deferred debt issuance costs related to the revolving credit facility was presented on our balance sheet as deferred debt issuance costs, net. Goodwill Goodwill, which represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination, and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment at least annually or more frequently when an event occurs or circumstances change such that it is more likely than not that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy, or disposition of a reporting unit or a portion thereof. Goodwill and indefinite-lived intangibles asset impairment testing is performed at the reporting unit level on July 1 of each year. We have one reporting unit under each of the three operating segments, Americas, EMEA and APAC. We test goodwill for impairment by performing a qualitative assessment process, or using a two-step quantitative assessment process. If we choose to perform a qualitative assessment process and determine it is more likely than not (that is, a likelihood of more than 50 percent) that the carrying value of the net assets is more than the fair value of the reporting unit, the two-step quantitative assessment process is then performed; otherwise, no further testing is required. We may elect not to perform the qualitative assessment process and, instead, proceed directly to the two-step quantitative assessment process. The first step identifies potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of our reporting units is determined using a combination of a discounted cash flow analysis (income approach) and market earnings multiples (market approach). These fair value approaches require significant management judgment and estimate. The determination of fair value using a discounted cash flow analysis requires the use of key judgments, estimates and assumptions including revenue growth rates, projected operating margins, changes in working capital, terminal values, and discount rates. We develop these key estimates and assumptions by considering our recent financial performance and trends, industry growth projections, and current sales pipeline based on existing customer contracts and the timing and amount of future contract renewals. The determination of fair value using market earnings multiples also requires the use of key judgments, estimates and assumptions related to projected earnings and applying those amounts to earnings multiples using appropriate peer companies. We develop our projected earnings using the same judgments, estimates, and assumptions used in the discounted cash flow analysis. If the fair value exceeds the carrying value of a reporting unit, goodwill is not considered impaired and the second step of the test is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of a reporting unit, the second step measures the impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The implied fair value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any intangible assets that may not have any corresponding carrying value in our balance sheet). The implied value of the reporting unit’s goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we primarily utilize reported market transactions and discounted cash flow analysis. We use a three-tier fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. The three broad categories are: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The definition of fair value includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3 ), our fair value calculations have been adjusted accordingly. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. We use observable market-based inputs to calculate fair value of our interest rate swap agreements and outstanding debt instruments, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3. Where available, we utilize quoted market prices or observable inputs rather than unobservable inputs to determine fair value. Derivative Financial Instruments We periodically enter into cash flow derivative transactions, such as interest rate swap agreements, to hedge exposure to various risks related to interest rates. We recognize all derivatives at their fair value as either assets or liabilities. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the changes in fair value of the derivative contract are recorded in accumulated other comprehensive loss, net of taxes, and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Derivatives not qualifying as cash flow hedges will default to a mark-to-market accounting treatment and will be recorded directly to the income statement. We present derivative instruments in operating, investing, or financing activities in our consolidated statements of cash flows consistent with the cash flows of the hedged item. Comprehensive Income or Loss Comprehensive income or loss generally represents all changes in stockholders’ equity, except those resulting from investments by or distributions to stockholders. Our comprehensive income or loss consists of net income or loss, foreign currency translation adjustments and fair value adjustments for cash flow hedges. Revenue from Contracts with Customers Pursuant to Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (ASC 606) , we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five 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. We recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Typically, our master purchase contracts with our customers run for three to five years without minimum purchase requirements annually or for over the term of the contract, and contain termination for convenience provisions that generally allow for our customers to terminate their contracts on short notice without meaningful penalties. Pursuant to ASC 606, we have concluded that for revenue recognition purposes, our customers’ purchase orders (POs) are considered contracts, which are supplemented by certain contract terms such as service fee arrangements and variable price considerations in our master purchase contracts. The POs are typically fulfilled within one year. Our contracts for hardware and chemical product sales have a single performance obligation. Revenues from these contract sales are recognized when we have completed our performance obligation, which occurs at a point in time, typically upon transfer of control of the products to the customer in accordance with the terms of the sales contract. Services under our hardware just-in-time (JIT) arrangements are provided by us contemporaneously with the delivery of these products and are not distinct from the products, and as such, once the products are delivered, we do not have a post-delivery obligation to provide services to the customer. Accordingly, the price of such services is generally included in the price of the products delivered to the customer, and revenue is recognized upon delivery of the products. Payment is generally due within 30 to 90 days of delivery; therefore, our contracts do not create significant financing components. Warranties are limited to replacement of goods that are defective upon delivery. The Company does not provide service-type warranties. Our chemical management services (CMS) contracts include the sale of chemical products as well as services such as product procurement, receiving and quality inspection, warehouse and inventory management, and waste disposal. The CMS contracts represent an end-to-end integrated chemical management solution. While each of the products and various services benefits the customer, we determined that they are a single output in the context of the CMS contract due to the significant commercial integration of these products and services. Therefore, chemical products and services provided under a CMS contract represent a single performance obligation and revenue is recognized over time for these contracts using product deliveries as our output measure of progress under the CMS contract to depict the transfer of control to the customer. We report revenue on a gross or net basis in our presentation of net sales and costs of sales based on management’s assessment of whether we act as a principal or agent in the transaction. If we are the principal in the transaction and have control of the specified good or service before that good or service is transferred to a customer, the transactions are recorded as gross in the consolidated statements of comprehensive income (loss). If we do not act as a principal in the transaction, the transactions are recorded on a net basis in the consolidated statements of comprehensive income (loss). This assessment requires significant judgment to evaluate indicators of control within our contracts. We base our judgment on various indicators that include whether we take possession of the products, whether we are responsible for their acceptability, whether we have inventory risk, and whether we have discretion in establishing the price paid by the customer. The majority of our revenue is recorded on a gross basis with the exception of certain gas, energy and chemical management service contracts that are recorded on a net basis. With respect to variable consideration, we apply judgment in estimating its impact to determine the amount of revenue to recognize. Sales rebates and profit-sharing arrangements are accounted for as a reduction to gross sales and recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. We review such rebates and profit-sharing arrangements on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available. We provide allowances for credits and returns based on historic experience and adjust such allowances as considered necessary. To date, such provisions have been within the range of our expectations and the allowance established. Returns and refunds are allowed only for materials that are defective or not compliant with the customer’s order. Sales tax collected from customers is excluded from net sales in the consolidated statements of comprehensive income (loss). We have determined that sales backlog is not a relevant measure of our business. Our contracts generally do not include minimum purchase requirements, annually or over the term of the agreement , and contain termination for convenience provisions that generally allow for our customers to terminate their contracts on short notice without meaningful penalties. As a result, we have no material sales backlog. In connection with our JIT supply chain management programs, at times, we assume customer inventory on a consignment basis. This consigned inventory remains the property of the customer but is managed and distributed by us. We earn a fixed fee per unit on each shipment of the consigned inventory; such amounts represent less than 1% of consolidated net sales. Equity Method Investment We apply the equity method of accounting for investments in which we have significant influence but not a controlling interest. Our APAC reporting unit has an equity investment in a joint venture in China, the carrying value of which was $7.1 million and $10.4 million as of September 30, 2019 and 2018, respectively, and was included in “Other assets” in the unaudited Consolidated Balance Sheets. During the three months ended June 30, 2019, we recorded an impairment charge of $3.0 million resulting from a decline in value below the carrying amount of our equity method investment which we determined was other than temporary in nature. The remaining $0.3 million decrease was due to foreign currency translation loss. As of September 30, 2019, we did not identify any events or circumstances which would indicate a further decline in the fair value of our equity method investment that is other than temporary. Shipping and Handling Costs We record revenue for shipping and handling billed to our customers. Shipping and handling revenues were $4.4 million , $3.9 million and $4.6 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $38.5 million , $33.5 million and $31.4 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Our foreign subsidiaries are taxed in local jurisdictions at local statutory rates. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. Concentration of Credit Risk and Significant Vendors and Customers We maintain our cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk from cash and cash equivalents. We purchase our products on credit terms from vendors located throughout North America and Europe. For the years ended September 30, 2019 , 2018 and 2017 , we made 9% , 12% , and 13% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this supplier were 3% and 4% of total accounts payable at September 30, 2019 and 2018 , respectively. Additionally, for the years ended September 30, 2019 , 2018 and 2017 , we made 8% , 8% , and 9% , respectively, of our purchases from Arconic and the amounts payable to this supplier were 3% and 6% of total accounts payable at September 30, 2019 and 2018 , respectively. The majority of the products we sell are available through multiple channels and, therefore, this reduces the risk related to any vendor relationship. For the years ended September 30, 2019 , 2018 and 2017 , we derived approximately 13% , 11% and 11% of our total net sales, respectively, from Lockheed Martin. Government sales, which were derived from various military parts procurement agencies such as the U.S. Defense Logistics Agency, or from defense contractors buying on their behalf, comprised 16% , 14% and 16% of our net sales for the years ended September 30, 2019 , 2018 and 2017 , respectively. Foreign Currency Translation and Transactions The financial statements of foreign subsidiaries and affiliates where the local currency is the functional currency are translated into U.S. dollars using exchange rates in effect at each period-end for assets and liabilities and average exchange rates during the period for results of operations. The adjustment resulting from translating the financial statements of such foreign subsidiaries is reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are reported as other (expense) income, net in the consolidated statements of comprehensive income (loss). For the years ended September 30, 2019 , 2018 and 2017 , realized foreign currency transaction (losses) gains were $(0.8) million , $0.3 million and $0.1 million , respectively. Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period (generally a vesting term of three years ) using the graded vesting method for performance condition awards and the straight-line method for service condition only awards, which is generally a vesting term of three years . Stock options typically have a contractual term of 10 years . The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units and awards are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance-based awards reflects the estimated probability that the performance condition will be met. Compensation expense for awards with total stockholder return performance metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. Net Income or Net Loss Per Share |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States (GAAP) are established by the Financial Accounting Standards Board (FASB), in the form of Accounting Standards Updates (ASUs), to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations. New Accounting Standards Updates In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company in fiscal year 2021, including interim reporting periods within that reporting period, and all annual and interim reporting periods thereafter. Early adoption is permitted. The adoption of ASU 2017-04 is not expected to have a material impact on our consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. We adopted the amended ASU 2016-02 on October 1, 2019. As allowed under this guidance, we have elected to apply it using a modified retrospective approach. This approach applies to all leases that exist at or commence after the date of our initial application. As such, prior year comparative periods will not be adjusted. We will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permits companies not to reassess prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the hindsight practical expedient. The Company has designed and implemented internal controls, policies and processes to comply w ith the new standard . The adoption of the amended ASU 2016-02 will result in the recognition of operating lease right-of-use (ROU) assets and lease liabilities of approximately $56.0 million and $60.0 million , respectively, based on the operating lease portfolio as of October 1, 2019. The operating lease liability and the corresponding ROU asset primarily relate to our worldwide office space and distribution center leases, including leases for certain third party operated distribution center locations. The prospective impact on the consolidated statements of comprehensive income (loss) under the new standard is substantially similar compared to the current lease accounting model. Our accounting for capital leases related to computer hardware and equipment, which are referred to as financing leases under the new standard, is substantially unchanged under the new standard. The adoption of the amended ASU 2016-02 is not expected to have a material impact on our liquidity or cash flows. Adopted Accounting Standards Updates On October 1, 2018, we adopted ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. The adoption of ASU 2016-01 did not have a material impact on our consolidated financial statements. On October 1, 2018, we adopted ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which specifies the modification accounting applicable to any entity that changes the terms or conditions of a share-based payment award. The adoption of ASU 2017-09 did not have a material impact on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-10, ASU 2017-13 and ASU 2017-14, which the FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017, September 2017 and November 2017, respectively (collectively, the amended ASU 2014-09). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) with the customer, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Effective October 1, 2018, we adopted the amended ASU 2014-09 (ASC 606) using the modified retrospective method of adoption, which resulted in no material changes to our opening consolidated balance sheet at the beginning of October 1, 2018. Our initial and incremental contract acquisition costs including sign up commissions and set up costs, which are required to be capitalized under ASC 606, are insignificant and expensed as incurred. Our revenues recognized under ASC 606 for the year ended September 30, 2019 were not materially different from what would have been recognized under the previous revenue standard, ASC 605, that is superseded. Prior period consolidated statements of comprehensive income (loss) remain unchanged. We have designed and implemented internal controls, policies and processes to comply with ASC 606 . The additional disclosures required by ASC 606 are included in Note 2 and Note 20. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease office and warehouse facilities (certain of which are from related parties) and warehouse equipment under various non-concealable operating leases that expire at various dates through June 30, 2044. Certain leases contain escalation clauses based on the Consumer Price Index. We are also committed under the terms of certain of these operating lease agreements to pay property taxes, insurance, utilities and maintenance costs. Future minimum rental payments under operating leases as of September 30, 2019 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2020 $ 12,286 $ 1,686 $ 13,972 2021 10,388 — 10,388 2022 9,623 — 9,623 2023 8,319 — 8,319 2024 5,814 — 5,814 Thereafter 56,659 — 56,659 $ 103,089 $ 1,686 $ 104,775 Total rent expense for the years ended September 30, 2019 , 2018 and 2017 was $14.4 million , $13.4 million and $12.6 million , respectively. Capital Lease Commitments We lease certain equipment under capital lease agreements that require minimum monthly payments that expire at various dates through June 30, 2023. The gross amount of these leases at September 30, 2019 and September 30, 2018 are $2.7 million and $4.8 million , respectively. Future minimum lease payments under capital lease agreements as of September 30, 2019 are as follows (in thousands): Years Ended September 30, 2020 $ 1,658 2021 596 2022 319 2023 131 2,704 Less: Interest (120 ) Total $ 2,584 Indemnifications In the normal course of business, we provide indemnifications to our customers with regard to certain products and enter into contracts and agreements that may contain representations and warranties and provide for general indemnifications. Our maximum exposure under many of these agreements is not quantifiable as we have a limited history of prior indemnification claims and payments. Payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows, or financial position. However, we could incur costs in the future as a result of indemnification obligations. Litigation Since the announcement of the Merger, five putative class action complaints have been filed by and purportedly on behalf of alleged Company stockholders: Gray v. Wesco Aircraft Holdings, Inc., et al. , No. 1:19-cv-08528 filed September 13, 2019 in the United States District Court for the Southern District of New York, Stein v. Wesco Aircraft Holdings, Inc., et al. , No. 2:19-cv-08053 filed September 17, 2019 in the United States District Court for the Central District of California, Kent v. Wesco Aircraft Holdings, Inc., et al. , No. 1:19-cv-01750 filed September 17, 2019 in the United States District Court for the District of Delaware, Sweeney v. Wesco Aircraft Holdings, Inc., et al. , No. 19STCV33392 filed September 19, 2019 in the Superior Court of the State of California County of Los Angeles, and Bushansky v. Wesco Aircraft Holdings, Inc., et al. , No. 2:19-cv-08274 filed September 24, 2019 in the United States District Court for the Central District of California (together, the Actions). The Actions name as defendants the Company and the members of the Company’s Board of Directors. The Actions allege, among other things, that the definitive proxy statement on Schedule 14A filed by the Company on September 13, 2019 omits certain information regarding the confidentiality agreements between the Company and the potentially interested parties, the Company’s updated projections, the analysis performed by the financial advisors, and services the financial advisors previously provided to certain parties. The Actions seek, among other things, damages, attorneys’ fees and injunctive relief to prevent the Merger from closing. The Stein, Kent, Sweeney and Bushansky actions have been voluntarily dismissed. |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Our inventory is comprised solely of finished goods. We record provisions to write down E&O inventory to estimated net realizable value. During the years ended September 30, 2019 , 2018 and 2017 , net adjustments to cost of sales related to E&O inventory related activities were $2.7 million , $16.8 million and $12.9 million, respectively. The net adjustments for the years ended September 30, 2019 , 2018 and 2017 reflect a combination of additional expense for E&O related provisions ( $28.0 million , $40.0 million and $33.2 million , respectively) offset by sales and disposals ( $25.3 million , $23.2 million and $20.3 million , respectively) of inventory for which an E&O provision was provided previously through expense recognized in prior periods. Our inventory also is impacted by shrinkage and spoilage cost, which was $24.2 million , $7.9 million and $15.6 million for the years ended September 30, 2019. 2018 and 2017, respectively. Inventory shrinkage and spoilage typically is incurred as a normal part of our business. We will provide for shrinkage and spoilage on a periodic basis along with making provisions as required based upon operational activity. We believe that these amounts appropriately write-down our inventory to its net realizable value. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We entered into a management agreement with The Carlyle Group to provide certain financial, strategic advisory and consultancy services. Under this management agreement, we are obligated to pay The Carlyle Group, or a designee thereof, an annual management fee of $1.0 million (paid quarterly) plus fees and expenses associated with company-related meetings. The management fee was waived by an entity affiliated with The Carlyle Group for fiscal years 2019 and 2018 and for the third and fourth quarters of fiscal year 2017. We incurred expense of $0.1 million , $0.1 million and $0.6 million for the years ended September 30, 2019 , 2018 and 2017 , respectively, related to this management agreement. These amounts were paid to The Carlyle Group during the years ended September 30, 2019 , 2018 and 2017 . We lease several office and warehouse facilities under operating lease agreements from entities controlled by our former chief executive officer, who is also our Chairman of the Board. Rent expense on these facilities was $1.8 million , $1.9 million and $1.6 million for the years ended September 30, 2019 , 2018 and 2017 , respectively (see Note 4). |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following at September 30 (in thousands): 2019 2018 Land, buildings and improvements $ 33,945 $ 31,966 Machinery and equipment 27,263 22,321 Furniture and fixtures 8,354 7,930 Vehicles 849 859 Computer hardware 24,487 22,891 Computer software 35,786 33,752 Construction in progress 16,864 3,684 147,548 123,403 Less: accumulated depreciation (91,929 ) (79,198 ) Property and equipment, net $ 55,619 $ 44,205 At September 30, 2019 and 2018 , property and equipment included assets of $17.9 million and $18.4 million , respectively, acquired under capital lease arrangements. Accumulated amortization of assets acquired under capital leases was $14.7 million and $11.3 million as of September 30, 2019 and 2018 , respectively. Depreciation and amortization expense for property and equipment was $14.4 million , $14.4 million and $13.4 million during the years ended September 30, 2019 , 2018 and 2017 , respectively (including amortization expense of $4.3 million , $3.4 million and $2.5 million on assets acquired under capital leases for the years ended September 30, 2019 , 2018 and 2017 , respectively). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill A reconciliation of our goodwill balance is as follows (in thousands): Americas EMEA APAC Consolidated 2019 2018 2019 2018 2019 2018 2019 2018 Beginning balance, gross $ 773,384 $ 773,384 $ 51,190 $ 51,190 $ 16,955 $ 16,955 $ 841,529 $ 841,529 Accumulated impairment (569,201 ) (569,201 ) — — (5,684 ) (5,684 ) (574,885 ) (574,885 ) Beginning balance, net $ 204,183 $ 204,183 $ 51,190 $ 51,190 $ 11,271 $ 11,271 $ 266,644 $ 266,644 Ending balance, gross $ 773,384 $ 773,384 $ 51,190 $ 51,190 $ 16,955 $ 16,955 $ 841,529 $ 841,529 Accumulated impairment (569,201 ) (569,201 ) — — (5,684 ) (5,684 ) (574,885 ) (574,885 ) Ending balance, net $ 204,183 $ 204,183 $ 51,190 $ 51,190 $ 11,271 $ 11,271 $ 266,644 $ 266,644 We performed our annual Step 1 goodwill impairment tests on July 1, 2019 and 2018. The results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values. Intangible Assets As of September 30, 2019 and 2018 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2019 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Customer relationships (12 to 20 year life) $ 172,603 $ (85,772 ) $ 86,831 $ 172,603 $ (75,102 ) $ 97,501 Trademarks (5 years to 52,930 (5,593 ) 47,337 52,930 (4,583 ) 48,347 Backlog (2 year life) 4,327 (4,327 ) — 4,327 (4,327 ) — Non-compete agreements (3 to 4 year life) 1,457 (1,457 ) — 1,457 (1,457 ) — Technology (10 year life) 32,260 (17,920 ) 14,340 32,260 (14,670 ) 17,590 Total intangible assets $ 263,577 $ (115,069 ) $ 148,508 $ 263,577 $ (100,139 ) $ 163,438 Estimated future intangible amortization expense as of September 30, 2019 is as follows (in thousands): 2020 $ 14,795 2021 14,392 2022 14,392 2023 14,392 2024 12,492 Thereafter 40,212 $ 110,675 Amortization expense included in the statements of comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 was $14.9 million , $14.9 million and $14.9 million , respectively. In addition to amortizing intangibles, we assigned an indefinite life to the Wesco Aircraft trademark. As of September 30, 2019 and 2018 , the trademark had a carrying value of $37.8 million . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2019 2018 Accrued compensation and related expenses $ 23,336 $ 18,590 Accrued customer rebates 7,935 5,604 Accrued Merger related expenses 7,548 — Interest rate swap 3,900 289 Accrued construction in progress costs 3,054 — Accrued professional fees 2,245 951 Accrued taxes (property, sales and use) 841 1,083 Accrued severance and other expenses 588 1,203 Deferred revenue 266 971 Other accruals 13,079 14,076 Accrued expenses and other current liabilities $ 62,792 $ 42,767 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments include cash and cash equivalents, accounts receivable and payable, other current liabilities and a revolving facility. The carrying amounts of these instruments approximate fair value because of their short-term maturities. The fair value of interest rate swap instruments is determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement. The fair value of the long-term debt instruments is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement. The carrying amounts and fair values of the debt instruments and interest rate swap hedge instruments were as follows (in thousands): September 30, 2019 September 30, 2018 Principal Amount Fair Value Principal Amount Fair Value Term loan A $ 340,000 $ 340,000 $ 360,000 $ 357,840 Term loan B 440,562 440,562 440,562 432,192 Revolving facility 6,000 6,000 54,000 54,000 Interest rate swap hedge assets (liabilities), net (5,484 ) (5,484 ) 1,807 1,807 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): September 30, 2019 September 30, 2018 Principal Amount Deferred Debt Issuance Costs Carrying Amount Principal Amount Deferred Debt Issuance Costs Carrying Amount Term loan A facility $ 340,000 $ (3,146 ) $ 336,854 $ 360,000 $ (5,842 ) $ 354,158 Term loan B facility 440,562 (1,725 ) 438,837 440,562 (2,943 ) 437,619 Revolving facility 6,000 — 6,000 54,000 — 54,000 786,562 (4,871 ) 781,691 854,562 (8,785 ) 845,777 Less: current portion 56,107 — 56,107 74,000 — 74,000 Non-current portion $ 730,455 $ (4,871 ) $ 725,584 $ 780,562 $ (8,785 ) $ 771,777 Aggregate maturities of long-term debt as of September 30, 2019 are as follows (in thousands): Years Ended September 30, 2020 $ 56,107 2021 730,455 $ 786,562 Senior Secured Credit Facilities The credit agreement, dated as of December 7, 2012 (as amended, the Credit Agreement), by and among the Company, Wesco Aircraft Hardware Corp. and the lenders and agents party thereto, which governs our senior secured credit facilities, provides for (1) a $400.0 million senior secured term loan A facility (the term loan A facility), (2) a $180.0 million revolving facility (the revolving facility) and (3) a $525.0 million senior secured term loan B facility (the term loan B facility). We refer to term loan A facility, the revolving facility and the term loan B facility, together, as the “Credit Facilities.” As of September 30, 2019 , our outstanding indebtedness under our Credit Facilities was $786.6 million , which consisted of (1) $340.0 million of indebtedness under the term loan A facility, (2) $6.0 million of indebtedness under the revolving facility, and (3) $440.6 million of indebtedness under the term loan B facility. As of September 30, 2019 , a $1.0 million letter of credit was outstanding and $173.0 million was available for borrowing under the revolving facility to fund our operating and investing activities without breaching any covenants contained in the Credit Agreement. During the year ended September 30, 2019 , we borrowed $ 95.0 million under the revolving facility, and made our required payments of $20.0 million under the term loan A facility and voluntary prepayments totaling $143.0 million on our borrowings under the revolving facility. The interest rate for the term loan A facility is based on our Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement) as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 3.00% for Eurocurrency loans and 1.00% to 2.00% for ABR loans. The term loan A facility amortizes in equal quarterly installments of 1.25% of the original principal amount of $400.0 million with the balance due on the earlier of (1) 90 days before the maturity of the term loan B facility, and (2) October 4, 2021. As of September 30, 2019 and 2018, the interest rate for borrowings under the term loan A facility was 5.05% and 5.25% , respectively, which approximated the effective interest rate. The interest rate for the term loan B facility has a margin of 2.50% per annum for Eurocurrency loans (subject to a minimum Eurocurrency rate floor of 0.75% per annum) or 1.50% per annum for ABR loans (subject to a minimum ABR floor of 1.75% per annum). The term loan B facility amortizes in equal quarterly installments of 0.25% of the original principal amount of $525.0 million , with the balance due at maturity on February 28, 2021. We have paid in advance all the required quarterly installments until the term loan B reaches its maturity. As of September 30, 2019 and 2018, the interest rate for borrowings under the term loan B facility was 4.55% and 4.75% , respectively, which approximated the effective interest rate. We have two interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note 12. The interest rate for the revolving facility is based on our Consolidated Total Leverage Ratio as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 3.00% for Eurocurrency loans and 1.00% to 2.00% for ABR loans. The revolving facility expires on the earlier of (1) 90 days before the maturity of the term loan B facility, and (2) October 4, 2021. As of September 30, 2019 and 2018, the weighted-average interest rate for borrowings under the revolving facility was 5.04% and 5.15% , respectively. Our borrowings under the Credit Facilities are guaranteed by us and all of our direct and indirect, wholly-owned, domestic restricted subsidiaries (subject to certain exceptions) and secured by a first lien on substantially all of our assets and the assets of our guarantor subsidiaries, including capital stock of the subsidiaries (in each case, subject to certain exceptions). The Credit Agreement contains customary negative covenants, including restrictions on our and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness or enter into transactions with affiliates. Our borrowings under the Credit Facilities are subject to a financial covenant based upon our Consolidated Total Leverage Ratio, with the maximum ratio set at 4.75 for the quarter ending September 30, 2019 . As of September 30, 2019 , we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was 3.86 . The Consolidated Total Leverage Ratio requirement for the financial covenant is scheduled to step-down to 4.00 for the quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021; and 3.00 for the quarter ending June 30, 2021 and thereafter. Based on our current covenants and forecasts, we expect to be in compliance for the one-year period after November 25, 2019 . The Credit Agreement also includes an Excess Cash Flow Percentage (as such term is defined in the Credit Agreement), which is currently set at 75% , provided that the Excess Cash Flow Percentage shall be reduced to (1) 50% , if the Consolidated Total Leverage Ratio is less than 4.00 but greater than or equal to 3.00 , (2) 25% , if the Consolidated Total Leverage Ratio is less than 3.00 but greater than or equal to 2.50 , and (3) 0% , if the Consolidated Total Leverage Ratio is less than 2.50 . Based on full year results for the year ended September 30, 2019, we expect there will be a requirement to make a prepayment under the Excess Cash Flow requirement as defined in the Credit Agreement if the Credit Facilities have not been terminated as related to the Merger or otherwise. The payment is currently estimated to be approximately $30.1 million and will be required by February 24, 2020. In accordance with the terms of the Credit Agreement, we will make a final determination of the Excess Cash Flow payment by February 5, 2020. The finally determined payment is not expected to exceed the current estimate of $30.1 million and may be less than $30.1 million . The Excess Cash Flow payment can be funded out of the revolving facility which we believe will have adequate available borrowing capacity to make such payment. See Note 1 for further discussion about the Merger. The following table summarizes the total deferred debt issuance costs for the term loan A facility, the term loan B facility and the revolving facility as of September 30, 2019 and 2018 (dollars in thousands). The remaining deferred debt issuance costs as of September 30, 2019 will be amortized over their remaining terms. Term Loan A Facility Term Loan B Facility Revolving Facility Total Deferred debt issuance costs as of September 30, 2018 $ 5,842 $ 2,943 $ 2,827 $ 11,612 Amortization of deferred debt issuance costs (2,696 ) (1,218 ) (1,305 ) (5,219 ) Deferred debt issuance costs as of September 30, 2019 $ 3,146 $ 1,725 $ 1,522 $ 6,393 UK Line of Credit Our subsidiary, Wesco Aircraft EMEA, has a £5.0 million ( $6.1 million based on the September 30, 2019 exchange rate) line of credit that automatically renews annually on November 1. The line of credit bears interest based on the base rate plus an applicable margin of 1.65% . As of September 30, 2019 , the full £5.0 million was available for borrowing under the UK line of credit without breaching any covenants contained in the agreements governing our indebtedness. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Our primary objective in using financial derivatives is to reduce the volatility of earnings and cash flows associated with fluctuations in foreign exchange rates and changes in interest rates. Our use of financial derivatives exposes us to credit risk to the extent that associated counterparties may be unable to meet the terms of the derivatives. We, however, seek to mitigate such risks by limiting our counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counterparties. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. We have two interest rate swap agreements outstanding (the Swap Agreements) that we have designated as a cash flow hedge in order to reduce our exposure to variability in cash flows related to interest payments on a portion of our outstanding debt. The Swap Agreements were entered into on May 14, 2018, had a total notional amount of $380.8 million as of September 30, 2019 , and mature on February 26, 2021. The Swap Agreements give us the contractual right to pay a fixed interest rate of 2.79% plus the applicable margin under the term loan B facility (see Note 11 for the applicable margin). The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended September 30, 2019 , such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. No portion of our interest rate swap agreements is excluded from the assessment of hedge effectiveness. Amounts reported in AOCI related to derivatives and the related deferred tax are reclassified to interest expense as interest payments are made on our variable-rate debt. As of September 30, 2019 , we expected to reclassify approximately $2.8 million from accumulated other comprehensive loss to earnings as an increase to interest expense over the next 12 months when the underlying hedged item impacts earnings. However, upon the closing of the Merger or termination of the existing Credit Agreement for any other reason, the interest rate swap agreements will be terminated (see Note 1 for further discussion about the Merger). The amount of fees would vary depending on actual timing of the termination. Non-Designated Derivatives From time to time, we enter into foreign currency forward contracts to partially reduce our exposure to foreign currency fluctuations for a subsidiary's net monetary assets, which are denominated in a foreign currency. The derivatives are not designated as a hedging instrument. The change in their fair value is recognized as periodic gain or loss in the other (expense) income, net line of our consolidated statements of comprehensive income (loss). We did not have foreign currency forward contracts as of September 30, 2019 and 2018 . The following table summarizes the notional principal amounts at September 30, 2019 and 2018 of our outstanding interest rate swap agreements discussed above (in thousands). Derivative Notional September 30, 2019 September 30, 2018 Instruments designated as accounting hedges: Interest rate contracts $ 380,800 $ 435,800 The following table provides the location and fair value amounts of our hedge instruments, which are reported in our consolidated balance sheets as of September 30, 2019 and 2018 (in thousands). Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2019 2018 Instruments designated as accounting hedges: Interest rate swap contracts Other current assets $ — $ 1,045 Interest rate swap contracts Other assets — 1,051 Interest rate swap contracts Accrued expenses 3,900 289 Interest rate swap contracts Other liabilities 1,584 — The following table provides the losses of our cash flow hedging instruments (net of income tax benefit), which were transferred from accumulated other comprehensive loss to our consolidated statement of comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive Income (Loss) 2019 2018 2017 Interest rate swap contracts Interest expense, net $ 81 $ 1,163 $ 385 Total interest expense, net presented in the consolidated statements of comprehensive income (loss) in which the above effects of cash flow hedges are recorded $ 51,023 $ 48,880 $ 39,821 The following table provides the effective portion of the (loss) income of our cash flow hedge instruments which is recognized (net of income taxes) in other comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Years Ended September 30, Cash Flow Derivatives 2019 2018 2017 Interest rate swap contracts $ (5,582 ) $ 2,774 $ 1,688 The following table provides a summary of changes to our accumulated other comprehensive income (loss) related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2019 and 2018 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2019 2018 Balance at beginning of period $ 1,375 $ (2,133 ) Change in fair value of hedging instruments (5,582 ) 2,774 Amounts reclassified to earnings 81 1,163 Net current period other comprehensive income (5,501 ) 3,937 Effect of adoption of accounting standard $ — $ (429 ) Balance at end of period $ (4,126 ) $ 1,375 The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Instruments Not Designated as Hedging Instruments Location in Consolidated Statement of Comprehensive Income (Loss) Years Ended September 30, 2019 2018 2017 Foreign exchange contract Other (expense) income, net $ — $ — $ (1,843 ) |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Sep. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The components of other comprehensive (loss) income and related tax effects for each period were as follows (dollars in thousands): Year Ended September 30, 2019 Year Ended September 30, 2018 Year Ended September 30, 2017 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives $ (7,402 ) $ 1,820 $ (5,582 ) 3,645 (871 ) 2,774 2,692 (1,004 ) 1,688 Less: adjustment for losses on derivatives included in net income 111 (30 ) 81 1,528 (365 ) 1,163 615 (230 ) 385 Change in net foreign currency translation adjustment (2,137 ) — (2,137 ) (1,862 ) — (1,862 ) (5,959 ) (1,179 ) (7,138 ) Other comprehensive income (loss) $ (9,428 ) $ 1,790 $ (7,638 ) $ 3,311 $ (1,236 ) $ 2,075 $ (2,652 ) $ (2,413 ) $ (5,065 ) See Note 12 for the amounts of losses on derivatives reclassified out of accumulated other comprehensive loss into the consolidated statements of income, with presentation location, for each period. The changes in accumulated other comprehensive income (loss) by component and related tax effects for each period were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized (Loss) income on Derivative Instruments Total Balance at September 30, 2016 $ (75,355 ) $ (4,206 ) $ (79,561 ) Other comprehensive (loss) income before reclassifications (5,959 ) 2,692 (3,267 ) Amounts reclassified out of accumulated other loss — 615 615 Tax effect (1,179 ) (1,234 ) (2,413 ) Other comprehensive (loss) income (7,138 ) 2,073 (5,065 ) Balance at September 30, 2017 $ (82,493 ) $ (2,133 ) $ (84,626 ) Other comprehensive (loss) income before reclassifications (1,862 ) 3,645 1,783 Amounts reclassified out of accumulated other comprehensive loss — 1,528 1,528 Tax effect — (1,236 ) (1,236 ) Effect of adoption of accounting standard — (429 ) (429 ) Other comprehensive (loss) income (1,862 ) 3,508 1,646 Balance at September 30, 2018 (84,355 ) 1,375 (82,980 ) Other comprehensive loss before reclassifications (2,137 ) (7,402 ) (9,539 ) Amounts reclassified out of accumulated other comprehensive loss — 111 111 Tax effect — 1,790 1,790 Other comprehensive (loss) income (2,137 ) (5,501 ) (7,638 ) Balance at September 30, 2019 $ (86,492 ) $ (4,126 ) $ (90,618 ) |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table presents net income (loss) per share and related information (dollars in thousands): Years Ended September 30, 2019 2018 2017 Net income (loss) $ 21,369 $ 32,654 $ (237,346 ) Basic weighted average shares outstanding 99,607,171 99,156,998 98,700,879 Dilutive effect of stock options and restricted shares 631,945 343,479 — Dilutive weighted average shares outstanding 100,239,116 99,500,477 98,700,879 Basic net income (loss) per share $ 0.21 $ 0.33 $ (2.40 ) Diluted net income (loss) per share $ 0.21 $ 0.33 $ (2.40 ) Shares of common stock equivalents of 2.6 million , 2.8 million , and 3.7 million for the years ended September 30, 2019 , 2018 and 2017 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before benefit or provision for income taxes for the years ended September 30, 2019 , 2018 and 2017 was as follows (in thousands): 2019 2018 2017 U.S. income (loss) $ 12,331 $ 29,854 $ (261,594 ) Foreign income 14,342 30,758 13,347 Total $ 26,673 $ 60,612 $ (248,247 ) The components of our income tax provision (benefit) for the years ended September 30, 2019 , 2018 and 2017 were as follows (in thousands): 2019 2018 2017 Current provision Federal $ (9,865 ) $ 10,263 $ (2,536 ) State and local 432 729 (591 ) Foreign 7,358 7,717 12,999 Subtotal (2,075 ) 18,709 9,872 Deferred (benefit) provision Federal 6,475 11,390 (14,730 ) State and local (936 ) (3,206 ) (2,738 ) Foreign (1,126 ) 1,065 (3,305 ) Subtotal 4,413 9,249 (20,773 ) Provision (benefit)for income taxes $ 2,338 $ 27,958 $ (10,901 ) The tax impact associated with the exercise of employee stock options and vesting of restricted stock units for the year ended September 30, 2019 will be recognized in the current tax return. For the year ended September 30, 2019 , $0.2 million of tax benefit was recorded as a decrease to our provision for income tax due to the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , as discussed in Note 3. For the years ended September 30, 2018 and 2017 , $0.1 million and $0.9 million of tax benefit, respectively, was recorded as a decrease to our provision for income tax. A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 Provision (benefit) for income taxes at statutory rate $ 5,601 21.00 % $ 14,867 24.53 % $ (84,404 ) 34.00 % State taxes, net of tax benefit (540 ) (2.02 )% 742 1.22 % (4,559 ) 1.84 % Deemed foreign dividends 4,451 16.69 % 1,301 2.15 % 6,099 (2.46 )% Nondeductible items 741 2.78 % 658 1.09 % 283 (0.11 )% Impact of foreign operations 1,572 5.90 % (92 ) (0.15 )% (3,526 ) 1.42 % Impact of Tax Act (9,277 ) (34.78 )% 8,423 13.90 % — — % Foreign tax credit (1,060 ) (3.97 )% (18,275 ) (30.15 )% (6,197 ) 2.50 % Valuation allowance 475 1.78 % 19,098 31.51 % 15,057 (6.07 )% Non-deductible goodwill impairment — — % — — % 23,644 (9.52 )% Unremitted earnings of foreign subsidiaries 142 0.53 % 463 0.76 % 37,537 (15.12 )% Tax contingencies (24 ) (0.09 )% 492 0.81 % 4,123 (1.66 )% Other 257 0.95 % 281 0.46 % 1,042 (0.43 )% Actual provision (benefit) for income taxes $ 2,338 8.77 % $ 27,958 46.13 % $ (10,901 ) 4.39 % During the year ended September 30, 2019, the Company reassessed the potential need to repatriate foreign earnings and determined it was likely that we would, in the future, repatriate certain unremitted foreign earnings. Following the enactment of the Tax Act, no federal taxes would be imposed upon the repatriation of these foreign earnings. The Company intends to permanently reinvest $38.9 million of foreign earnings for which no state, local or foreign withholding taxes have been provided and the state, local and foreign withholding taxes associated with the repatriation of such earnings would be between $1.0 million and $1.5 million . For the year ended September 30, 2018, the Company recorded a provisional $9.3 million charge to tax expense related to the one-time tax imposed on accumulated earnings and profits of foreign operations (the Transition Tax). For the three months ended December 31, 2018, the Company recorded a $0.1 million tax benefit to the Transition Tax resulting in a $9.2 million final Transition Tax under SAB 118. The completion of our calculations for the fiscal year 2018 U.S. federal tax return during the three months ended June 30, 2019 resulted in both a decrease of $9.2 million of foreign tax credits generated related to the Transition Tax as well as an additional utilization of $9.2 million of foreign tax credits due to a change in the calculation method, both of which reduced the balance of the foreign tax credit carryforward. The additional $9.2 million of foreign tax credits utilized also resulted in a tax benefit fully reversing the cumulative Transition Tax which had previously been accrued as of December 31, 2018. Our tax return calculation of the Transition Tax complies with the Tax Act as enacted into law on December 22, 2017, which is inconsistent with final regulations issued by the U.S. Treasury Department on June 21, 2019 and proposed regulations which were previously issued on November 28, 2018. Based on the final regulations, we would incur an additional Transition Tax liability of $7.1 million but also release the valuation allowance on, an additional $7.1 million of foreign tax credits fully offsetting the additional Transition Tax liability and resulting in no Transition Tax payment being required. We therefore recorded an uncertain tax position expense of $7.1 million for the potential Transaction Tax liability, by reducing our foreign tax credits by $7.1 million , which in turn resulted in an offsetting tax benefit through the release of a $7.1 million valuation allowance against the foreign tax credits. As described above, and specifically based on the $9.2 million decrease of foreign tax credits generated and the additional foreign tax credit utilization of $9.2 million to reverse the Transition Tax and $7.1 million for the Transition Tax liability related to the final tax regulations, the foreign tax credit carryforward as of September 30, 2019 was $11.1 million . The Company continues to record a full valuation allowance on foreign tax credits for U.S. federal income tax purposes. The Company also recorded a $1.1 million tax benefit related to an impairment loss for an equity method investment, which is included in the Company’s provision for income taxes. In May 2019 we received a letter from the Canada Revenue Agency for the 2014 fiscal year. The letter addressed the purchase price paid by our Canadian subsidiary to our U.K. subsidiary in September 2014 for the transfer of the Canadian portion of the Interfast business which our U.K. subsidiary had previously acquired from a third party in July 2012. The letter does not represent an assessment of tax from the Canada Revenue Agency, nor has any assessment been received as of the date of this filing. Based on limited information received at this time we believe that we have been, and continue to be, in compliance with Canadian tax law. As a result, we have not recorded a contingent liability for an uncertain tax position in connection with the letter. If an assessment of tax were to occur, an unfavorable resolution of this matter could have a material effect on our results of operations or cash flows in the period or periods in which an adjustment is recorded or the tax is due or paid. In the event of a Canadian tax assessment, the Company may seek corresponding U.K. tax relief through administrative proceedings in the U.K. but it is uncertain whether any tax relief would be granted. As of September 30, 2019 and 2018 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2019 2018 Deferred tax assets Inventories $ 56,681 $ 55,977 Reserves and other accruals 1,459 1,217 Compensation accruals 3,027 2,965 Goodwill and intangible assets — 3,412 Stock options 2,727 2,377 Net operating losses and tax credits 15,334 42,664 Other 8,524 674 Total deferred tax assets 87,752 109,286 Deferred tax liabilities Property and equipment (298 ) (1,568 ) Unremitted earnings of foreign subsidiaries (326 ) (185 ) Goodwill and intangible assets (5,006 ) — Other (8,950 ) (7,281 ) Total deferred tax liabilities (14,580 ) (9,034 ) Valuation allowance (13,337 ) (37,920 ) Net deferred tax assets $ 59,835 $ 62,332 As of September 30, 2019, we had state net operating loss carryforwards of $20.5 million , which will begin to expire in 2022, and foreign net operating loss carryforwards of $10.6 million which will begin to expire in 2021. As of September 30, 2019, we had U.S. foreign tax credit carryforwards of $11.1 million which will begin to expire in 2021. We are subject to U.S. federal income tax as well as income taxes in various state and foreign jurisdictions. The earliest tax year still subject to examination by a significant taxing jurisdiction is September 30, 2013. We determine whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits as non-current liabilities in the consolidated balance sheets. As of September 30, 2019, the total amount of gross unrecognized tax benefits was $4.8 million , including $0.6 million of interest and $0.1 million of penalties, all of which would impact the effective tax rate if recognized. It is reasonably possible that within the next twelve months, $0.1 million of benefit may be recognized as a result of the lapsing of the statute of limitations. The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2019 , 2018 and 2017 are as follows (in thousands): 2019 2018 2017 Beginning balance $ 5,667 $ 5,232 $ 2,166 Increases related to tax positions taken during a prior year — — 3,250 Decreases related to tax positions taken during a prior year — — — Increases related to tax positions taken during the current year 7,381 490 — Decreases related to settlements with taxing authorities (1,423 ) — — Decreases related to expiration of statute of limitations (59 ) (55 ) (51 ) Changes due to translation of foreign currencies — — (133 ) Ending balance $ 11,566 $ 5,667 $ 5,232 We determine whether it is more likely than not that some or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Based upon the level of historical income and projections for future taxable income, we believe it is more likely than not that we will not realize the benefits of the temporary differences related to foreign tax credits and foreign net operating losses. Therefore, a valuation allowance has been recorded against these deferred tax assets (in thousands). Beginning Balance Valuation Allowance Recorded/ (Released) During The Period Ending Balance Valuation allowance for deferred tax assets: Year ended September 30, 2019 $ 37,920 $ (24,583 ) $ 13,337 Year ended September 30, 2018 18,602 19,318 37,920 Year ended September 30, 2017 5,548 13,054 18,602 The $0.5 million increase in valuation allowance for the fiscal year ended September 30, 2019 as shown in our reconciliation of (benefit) provision for income taxes to the U.S. federal statutory rate (the Rate Reconciliation) differs from the $24.6 million decrease in valuation allowance included in the rollforward of valuation allowance for deferred tax assets shown immediately above. The difference is related to items which impact the valuation allowance balance but are reported in line items other than the valuation allowance in the Rate Reconciliation. As also described above for the fiscal year ended September 30, 2018, the items decreasing the valuation allowance balance primarily include the $9.2 million decrease of foreign tax credits generated, the $9.2 million of additional foreign tax credits utilized against the Transition Tax and the $7.1 million of foreign tax credits which would be used to offset the uncertain tax position related to the Transition Tax. |
Stock-Based and Other Compensat
Stock-Based and Other Compensation Arrangements | 12 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based and Other Compensation Arrangements | Stock-Based and Other Compensation Arrangements On January 24, 2019 our stockholders approved the Amendment to our 2014 Plan, which amended and restated our plan and authorized the issuance of a total of 12,000,819 shares from and after September 30, 2019 . As of September 30, 2019 , there were 6,731,517 shares remaining available for issuance under the 2014 Plan. Stock Options Our stock options are eligible to vest over three years in three equal annual installments, subject to continued employment on each vesting date. Vested options are exercisable at any time until 10 years from the date of the option grant, subject to earlier expirations under certain terminations of service and other conditions. The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Continuous Employment Conditions At September 30, 2019 , we have outstanding 363,299 unvested time-based stock options under the 2014 Plan or our prior equity incentive plans (collectively, the Plans), which will vest on the basis of continuous employment. All of the time-based options vest ratably during the period of service. The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value(1) Options outstanding at September 30, 2018 2,408,127 $ 14.35 6.36 $ 643 Granted 376,431 11.03 Exercised (3,988 ) 9.29 Forfeited options (281,674 ) 14.82 Options outstanding at September 30, 2019 2,498,896 $ 13.80 5.86 $ 541 Options exercisable at September 30, 2019 2,135,597 $ 14.36 5.38 $ 353 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. The total intrinsic value of options exercised during the years ended September 30, 2019 , 2018 and 2017 was $2.6 thousand , $0.1 million and $6.0 million , respectively. For the years ended September 30, 2019 , 2018 and 2017 , we recorded $1.4 million , $1.4 million and $2.6 million , respectively, of stock-based compensation expense related to these options that is included within selling, general and administrative expenses. At September 30, 2019 , the unrecognized stock-based compensation related to these options was $1.1 million and is expected to be recognized over a weighted-average period of 1.7 years. However, upon completion of the Merger, $0.4 million of the $1.1 million unrecognized stock-based compensation expense will be recognized immediately prior to the effective time of the Merger and the remaining $0.7 million of unrecognized expense will not be recognized (see Note 1 for further discussion about the Merger). Cash received from the exercise of stock options by us during the years ended September 30, 2019 , 2018 and 2017 was $37.1 thousand , $0.1 million and $2.7 million , respectively. Restricted Stock Units and Restricted Stock In the year ended September 30, 2019 , we granted 716,512 shares of restricted common stock to employees. These shares are eligible to vest over three years in three equal annual installments, subject to continued employment on each vesting date. During the years ended September 30, 2019 , 2018 and 2017 , we granted 67,012 , 104,663 and 68,493 , respectively, restricted common shares to our directors. During fiscal year 2019 , we also granted performance-related restricted stock units (PSUs) to certain executives. The PSUs vest after three years based on the achievement of certain predetermined goals and are payable in shares of our common stock. One of the goals is based on our achieving a certain level of return on invested capital (ROIC) and the other goal is based on our total shareholder return (TSR) relative to certain peer companies over the three -year performance period. The actual number of shares to be issued for these PSUs is subject to final achievement of these goals and can range from 0% to 200% of the target shares set at the time of grant. Stock-based compensation expense for the PSUs is recognized on a straight-line basis over the performance period based upon the value determined using the intrinsic value method for the ROIC portion of the PSUs and using the Monte Carlo valuation method for the TSR portion of the PSUs. Stock-based compensation expense for the ROIC portion of the PSUs is cumulatively adjusted based upon the expected achievement of ROIC, which is assessed by management quarterly until vesting. Stock-based compensation expense for the TSR portion of the PSUs is recognized over the performance period regardless of the TSR performance. For the years ended September 30, 2019 , 2018 and 2017 , we recorded $7.9 million , $7.8 million and $3.8 million , respectively, of stock-based compensation expense related to restricted stock that is included within selling, general and administrative expenses. The restricted stock awards do not contain any redemption provisions that are not within our control. Accordingly, these restricted stock awards have been accounted for as our stockholders’ equity. At September 30, 2019 , the unrecognized stock-based compensation related to restricted stock awards was $6.7 million and is expected to be recognized over a weighted-average period of 1.6 years. Restricted share activity during the year ended September 30, 2019 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2018 1,461,090 $ 8.89 Granted(1) 783,524 9.16 Vested(2) (749,544 ) 9.80 Forfeited (167,827 ) 10.29 Outstanding at September 30, 2019 1,327,243 $ 8.67 (1) Under the terms of their respective restricted stock award agreements, holders of restricted stock have the same voting rights as common stock shareholders; such rights exist even if the shares of restricted stock have not vested. (2) The majority of vested shares were net share settled such that the Company withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld for the year were 213,427 and were based on the value of the restricted stock awards and restricted stock unit awards on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $2.2 million . These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting. Fair value of our restricted shares is based on our closing stock price on the date of grant. The fair value of shares that were vested during the years ended September 30, 2019 , 2018 and 2017 was $7.3 million , $5.7 million and $5.3 million , respectively. The fair value of shares that were granted during the years ended September 30, 2019 , 2018 and 2017 was $7.1 million , $11.4 million and $11.1 million , respectively. The weighted average fair value at the grant date for restricted shares issued during the years ended September 30, 2019 , 2018 and 2017 was $9.16 , $8.10 and $12.63 , respectively. Due to tax deductions associated with option exercises and restricted share activities, we realized tax benefits of $0.2 million , $0.1 million and $0.9 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. The realized 2019, 2018 and 2017 tax benefits were recorded as a reduction to our provision for income tax. Stock-Based Compensation We use the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate and expected dividends. We estimated expected volatility based on historical data of the price of our common stock over the expected term of the options. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on guidelines provided in U.S. SEC Staff Accounting Bulletin No. 110 and represents the average of the vesting tranches and contractual terms. The risk-free rate assumed in valuing the options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the option. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the option pricing model. Compensation expense is recognized only for those options expected to vest with forfeitures estimated based on our historical experience and future expectations. Stock-based compensation awards are amortized on a straight-line basis over a three -year period. The weighted average assumptions used to value the option grants are as follows: 2019 2018 2017 Expected life (in years) 6.00 6.00 6.00 Volatility 34.11 % 33.85 % 30.94 % Risk free interest rate 2.99 % 2.07 % 1.33 % Dividend yield — — — The weighted average fair value per option at the grant date for options issued during the years ended September 30, 2019 , 2018 , and 2017 was $4.31 , $3.46 and $4.37 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We maintain a 401(k) defined contribution plan and a retirement saving plan for the benefit of our eligible employees. All U.S. full-time employees who have completed at least one full month of service and are at least 20 years of age are eligible to participate in the plans. Eligible employees may elect to contribute up to 60% of their eligible compensation. We made contributions of $2.8 million , $2.4 million and $2.4 million to this plan during the years ended September 30, 2019 , 2018 and 2017 , respectively. Certain non-US employees of the Company participate in other defined contribution retirement plans with varying vesting and contribution provisions. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Years Ended September 30, 2019 2018 2017 (in thousands) Cash payments for: Interest $ 46,057 $ 42,659 $ 33,386 Income taxes 9,466 7,160 10,287 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 1,071 $ 2,816 $ 3,891 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Sep. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for quarters ended December 31, 2017 through September 30, 2019 is as follows (in thousands except per share data): Quarters Ended: September 30, 2019 June 30, March 31, December 31, Net sales $ 432,291 $ 442,374 $ 426,474 $ 395,311 Gross profit 90,134 105,870 108,747 98,342 Net (loss) income (11,048 ) 14,114 12,010 6,293 Basic net (loss) income per share (1) $ (0.11 ) $ 0.14 $ 0.12 $ 0.06 Diluted net (loss) income per share (1) $ (0.11 ) $ 0.14 $ 0.12 $ 0.06 Quarters Ended: September 30, 2018 June 30, March 31, December 31, Net sales $ 406,817 $ 410,359 $ 390,183 $ 363,091 Gross profit 98,800 104,197 105,735 94,424 Net income (loss) 7,274 10,754 15,000 (374 ) Basic net income (loss) per share (1) $ 0.07 $ 0.11 $ 0.15 $ — Diluted net income (loss) per share (1) $ 0.07 $ 0.11 $ 0.15 $ — 1. Net income (loss) per share calculations for each quarter are based on the weighted average basic and diluted shares outstanding for that quarter and may not total to the full year amount. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We evaluate segment performance based on segment income or loss from operations. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to our chief operating decision-maker (CODM). Our chief executive officer serves as our CODM. We organize our businesses under three geographic-based segments: the Americas, EMEA and APAC. Our CODM reviews segment results on this basis for purposes of allocating resources and assessing performance. Each segment’s results reflect the results of our subsidiaries within that geographic region. Revenues reported by a segment reflect the customer contracts held by that segment, regardless of the geographic location of that customer. Some segments incur expenses for the benefit of the group or other segments; however, these expenses are not allocated. We present corporate expenses related to public company reporting costs and other costs that would not be required by the segments if they were operating on a standalone basis as unallocated corporate costs. The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2019 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,384,675 $ 260,617 $ 51,158 $ — $ 1,696,450 Income (loss) from operations (2) 117,239 1,779 4,580 (45,086 ) 78,512 Interest expense, net 45,313 5,612 98 — 51,023 Capital expenditures 18,881 1,531 709 — 21,121 Depreciation and amortization 25,063 3,937 376 — 29,376 (1) For fiscal 2019, approximately 13% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2019 consisted of payroll and personnel costs of $9.9 million , stock-based compensation expenses of $5.7 million , professional fees of $28.3 million , $8.2 million of which was related to the Merger, and other corporate expenses of $1.2 million . Year Ended September 30, 2018 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,271,893 $ 262,087 $ 36,470 $ — $ 1,570,450 Income (loss) from operations (2) 128,908 17,926 2,017 (39,383 ) 109,468 Interest expense, net 43,499 5,281 100 — 48,880 Capital expenditures 4,917 533 216 — 5,666 Depreciation and amortization 25,458 3,484 314 — 29,256 (1) For fiscal 2018, approximately 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2018 consisted of payroll and personnel costs of $10.3 million , stock-based compensation expenses of $5.7 million , professional fees of $22.2 million and other corporate expenses of $1.2 million . Year Ended September 30, 2017 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,142,366 $ 258,072 $ 28,991 $ — $ 1,429,429 Income (loss) from operations (2) (3) (213,501 ) 25,138 (172 ) (20,260 ) (208,795 ) Interest expense, net 35,936 3,786 99 — 39,821 Capital expenditures 5,659 3,165 99 8,923 Depreciation and amortization 24,765 3,321 266 — 28,352 (1) For fiscal 2017, nearly 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2017 consisted of payroll and personnel costs of $10.1 million , stock-based compensation expenses of $3.4 million , and professional fees and other corporate expenses of $6.8 million . (3) Changes in the goodwill balance for fiscal 2017 included a non-cash impairment charge of $311.1 million , of which $308.4 million was related to the Americas segment and $2.7 million was related to the APAC segment. As of September 30, 2019 Americas EMEA APAC Consolidated Total assets $ 1,461,556 $ 269,205 $ 64,037 $ 1,794,798 Goodwill 204,183 51,190 11,271 266,644 As of September 30, 2018 Americas EMEA APAC Consolidated Total assets $ 1,485,453 $ 248,937 $ 55,086 $ 1,789,476 Goodwill 204,183 51,190 11,271 266,644 Geographic Information We operated principally in the United States, United Kingdom and other foreign geographic areas in Americas, Europe and emerging markets, such as Asia, Pacific Rim and the Middle East. Net sales by geographic area, for the years ended September 30, 2019 , 2018 , and 2017 , were as follows (dollars in thousands): Years Ended September 30, 2019 2018 2017 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales United States of America $ 1,260,444 74.3 % $ 1,173,429 74.7 % $ 1,062,523 74.3 % United Kingdom 191,725 11.3 % 182,124 11.6 % 179,160 12.5 % Other foreign countries 244,281 14.4 % 214,897 13.7 % 187,746 13.2 % All foreign countries 436,006 25.7 % 397,021 25.3 % 366,906 25.7 % Total $ 1,696,450 100.0 % $ 1,570,450 100.0 % $ 1,429,429 100.0 % We determine the geographic area based on the origin of the sale. Our long-lived assets consist of property and equipment, net, intangible assets, net and investment in joint ventures. Long-lived assets by geographic area, for the years ended September 30, 2019 and 2018 , were as follows (in thousands): Years Ended September 30, 2019 2018 United States of America $ 169,716 $ 169,377 All foreign countries 41,706 48,832 $ 211,422 $ 218,209 Product and Services Information Net sales by product categories, for the years ended September 30, 2019 , 2018 and 2017 were as follows (dollars in thousands): Year Ended September 30, 2019 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 643,169 46.5 % $ 117,926 45.3 % $ 16,851 32.9 % $ 777,946 45.9 % Chemicals (1) 575,211 41.5 % 123,244 47.3 % 28,418 55.6 % 726,873 42.8 % Electronic components 113,618 8.2 % 8,196 3.1 % 1,240 2.4 % 123,054 7.3 % Bearings 23,986 1.7 % 6,039 2.3 % 3,118 6.1 % 33,143 2.0 % Machined parts and other 28,691 2.1 % 5,212 2.0 % 1,531 3.0 % 35,434 2.0 % Total $ 1,384,675 100.0 % $ 260,617 100.0 % $ 51,158 100.0 % $ 1,696,450 100.0 % (1) Includes CMS contracts Year Ended September 30, 2018 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 604,448 47.5 % $ 119,438 45.6 % $ 9,006 24.7 % $ 732,892 46.7 % Chemicals (1) 508,031 39.9 % 124,832 47.6 % 24,096 66.1 % 656,959 41.8 % Electronic components 106,393 8.4 % 7,939 3.0 % 543 1.5 % 114,875 7.3 % Bearings 28,221 2.2 % 6,394 2.4 % 1,597 4.4 % 36,212 2.3 % Machined parts and other 24,800 2.0 % 3,484 1.4 % 1,228 3.3 % 29,512 1.9 % Total $ 1,271,893 100.0 % $ 262,087 100.0 % $ 36,470 100.0 % $ 1,570,450 100.0 % (1) Includes CMS contracts Year Ended September 30, 2017 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 533,064 46.7 % $ 127,167 49.3 % $ 4,993 17.2 % $ 665,224 46.6 % Chemicals (1) 465,722 40.8 % 114,435 44.3 % 21,882 75.5 % 602,039 42.1 % Electronic components 92,869 8.1 % 7,108 2.8 % 183 0.6 % 100,160 7.0 % Bearings 27,570 2.4 % 5,600 2.2 % 1,396 4.8 % 34,566 2.4 % Machined parts and other 23,141 2.0 % 3,762 1.4 % 537 1.9 % 27,440 1.9 % Total $ 1,142,366 100.0 % $ 258,072 100.0 % $ 28,991 100.0 % $ 1,429,429 100.0 % (1) Includes CMS contracts |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of majority-owned and controlled subsidiaries. All intercompany accounts, transactions and profits have been eliminated. When we do not have a controlling interest in an entity, but exert significant influence over the entity, we apply the equity method of accounting. Our financial statements have been prepared under the assumption that our Company will continue as a going concern. Our fiscal year ends September 30. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, variable considerations in contract revenue recognition, receivable valuations and allowance for sales returns, inventory valuations of excess and obsolescence (E&O) inventories, the useful lives of long-lived assets including property, equipment and intangible assets, annual goodwill and indefinite-lived asset impairment assessment, stock-based compensation, income taxes and contingencies. Actual results could differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts owed to us by customers. We perform periodic credit evaluations of the financial condition of our customers, monitor collections and payments from customers, and generally do not require collateral. Accounts receivable are generally due within 30 to 60 days . We provide for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. We reserve for an account when we doubt whether it is collectible. We estimate our allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of our customers. To date, losses have been within the range of management’s expectations. If the estimated allowance for doubtful accounts subsequently proves to be insufficient, additional allowances may be required. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The method by which amounts are removed from inventory and relieved to cost of sales is the weighted average cost for all inventory, except for chemical products for which the first-in, first-out method is used. In-bound freight-related costs of $1.5 million , $1.2 million and $1.5 million as of September 30, 2019 , 2018 , and 2017 , respectively, are included as part of the cost of inventory held for resale. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated amortization and depreciation, generally computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the lesser of the remaining lease term or the estimated useful life of the assets. Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any gain or loss is reflected in the consolidated statements of comprehensive income (loss). The useful lives for depreciable assets are as follows: Buildings and improvements 2 - 39.5 years Machinery and equipment 5 - 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 - 7 years |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets We assess potential impairments of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors we consider include, but are not limited to, significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. We have determined that our asset group for impairment testing comprises assets and liabilities of each of our reporting units, which consist of the Americas, Europe, Middle-East and Africa (EMEA) and Asia Pacific (APAC) reporting units (see change in our reporting units discussed under "Goodwill and Indefinite-Lived Intangible Assets" below). We have identified customer relationships as the primary asset because it is the principal asset from which the reporting units derive their cash flow generating capacity and has the longest remaining useful life. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to be generated by these assets, which is a Level 3 fair value measurement (see fair value hierarchy discussion under Fair Value of Financial Instruments below). Impairment losses are measured as the amount by which the carrying values of the primary assets exceed their fair values. |
Deferred Financing Costs | Deferred Debt Issuance Costs |
Goodwill and Intangible Assets | Goodwill Goodwill, which represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination, and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment at least annually or more frequently when an event occurs or circumstances change such that it is more likely than not that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy, or disposition of a reporting unit or a portion thereof. Goodwill and indefinite-lived intangibles asset impairment testing is performed at the reporting unit level on July 1 of each year. We have one reporting unit under each of the three operating segments, Americas, EMEA and APAC. We test goodwill for impairment by performing a qualitative assessment process, or using a two-step quantitative assessment process. If we choose to perform a qualitative assessment process and determine it is more likely than not (that is, a likelihood of more than 50 percent) that the carrying value of the net assets is more than the fair value of the reporting unit, the two-step quantitative assessment process is then performed; otherwise, no further testing is required. We may elect not to perform the qualitative assessment process and, instead, proceed directly to the two-step quantitative assessment process. The first step identifies potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of our reporting units is determined using a combination of a discounted cash flow analysis (income approach) and market earnings multiples (market approach). These fair value approaches require significant management judgment and estimate. The determination of fair value using a discounted cash flow analysis requires the use of key judgments, estimates and assumptions including revenue growth rates, projected operating margins, changes in working capital, terminal values, and discount rates. We develop these key estimates and assumptions by considering our recent financial performance and trends, industry growth projections, and current sales pipeline based on existing customer contracts and the timing and amount of future contract renewals. The determination of fair value using market earnings multiples also requires the use of key judgments, estimates and assumptions related to projected earnings and applying those amounts to earnings multiples using appropriate peer companies. We develop our projected earnings using the same judgments, estimates, and assumptions used in the discounted cash flow analysis. If the fair value exceeds the carrying value of a reporting unit, goodwill is not considered impaired and the second step of the test is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of a reporting unit, the second step measures the impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The implied fair value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any intangible assets that may not have any corresponding carrying value in our balance sheet). The implied value of the reporting unit’s goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we primarily utilize reported market transactions and discounted cash flow analysis. We use a three-tier fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. The three broad categories are: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The definition of fair value includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3 ), our fair value calculations have been adjusted accordingly. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. We use observable market-based inputs to calculate fair value of our interest rate swap agreements and outstanding debt instruments, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3. Where available, we utilize quoted market prices or observable inputs rather than unobservable inputs to determine fair value. |
Derivative Financial Instruments | Derivative Financial Instruments We periodically enter into cash flow derivative transactions, such as interest rate swap agreements, to hedge exposure to various risks related to interest rates. We recognize all derivatives at their fair value as either assets or liabilities. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the changes in fair value of the derivative contract are recorded in accumulated other comprehensive loss, net of taxes, and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Derivatives not qualifying as cash flow hedges will default to a mark-to-market accounting treatment and will be recorded directly to the income statement. We present derivative instruments in operating, investing, or financing activities in our consolidated statements of cash flows consistent with the cash flows of the hedged item. |
Comprehensive Income or Loss | Comprehensive Income or Loss Comprehensive income or loss generally represents all changes in stockholders’ equity, except those resulting from investments by or distributions to stockholders. Our comprehensive income or loss consists of net income or loss, foreign currency translation adjustments and fair value adjustments for cash flow hedges. |
Revenue Recognition | Revenue from Contracts with Customers Pursuant to Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (ASC 606) , we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five 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. We recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Typically, our master purchase contracts with our customers run for three to five years without minimum purchase requirements annually or for over the term of the contract, and contain termination for convenience provisions that generally allow for our customers to terminate their contracts on short notice without meaningful penalties. Pursuant to ASC 606, we have concluded that for revenue recognition purposes, our customers’ purchase orders (POs) are considered contracts, which are supplemented by certain contract terms such as service fee arrangements and variable price considerations in our master purchase contracts. The POs are typically fulfilled within one year. Our contracts for hardware and chemical product sales have a single performance obligation. Revenues from these contract sales are recognized when we have completed our performance obligation, which occurs at a point in time, typically upon transfer of control of the products to the customer in accordance with the terms of the sales contract. Services under our hardware just-in-time (JIT) arrangements are provided by us contemporaneously with the delivery of these products and are not distinct from the products, and as such, once the products are delivered, we do not have a post-delivery obligation to provide services to the customer. Accordingly, the price of such services is generally included in the price of the products delivered to the customer, and revenue is recognized upon delivery of the products. Payment is generally due within 30 to 90 days of delivery; therefore, our contracts do not create significant financing components. Warranties are limited to replacement of goods that are defective upon delivery. The Company does not provide service-type warranties. Our chemical management services (CMS) contracts include the sale of chemical products as well as services such as product procurement, receiving and quality inspection, warehouse and inventory management, and waste disposal. The CMS contracts represent an end-to-end integrated chemical management solution. While each of the products and various services benefits the customer, we determined that they are a single output in the context of the CMS contract due to the significant commercial integration of these products and services. Therefore, chemical products and services provided under a CMS contract represent a single performance obligation and revenue is recognized over time for these contracts using product deliveries as our output measure of progress under the CMS contract to depict the transfer of control to the customer. We report revenue on a gross or net basis in our presentation of net sales and costs of sales based on management’s assessment of whether we act as a principal or agent in the transaction. If we are the principal in the transaction and have control of the specified good or service before that good or service is transferred to a customer, the transactions are recorded as gross in the consolidated statements of comprehensive income (loss). If we do not act as a principal in the transaction, the transactions are recorded on a net basis in the consolidated statements of comprehensive income (loss). This assessment requires significant judgment to evaluate indicators of control within our contracts. We base our judgment on various indicators that include whether we take possession of the products, whether we are responsible for their acceptability, whether we have inventory risk, and whether we have discretion in establishing the price paid by the customer. The majority of our revenue is recorded on a gross basis with the exception of certain gas, energy and chemical management service contracts that are recorded on a net basis. With respect to variable consideration, we apply judgment in estimating its impact to determine the amount of revenue to recognize. Sales rebates and profit-sharing arrangements are accounted for as a reduction to gross sales and recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. We review such rebates and profit-sharing arrangements on an ongoing basis and accruals are adjusted, if necessary, as additional information becomes available. We provide allowances for credits and returns based on historic experience and adjust such allowances as considered necessary. To date, such provisions have been within the range of our expectations and the allowance established. Returns and refunds are allowed only for materials that are defective or not compliant with the customer’s order. Sales tax collected from customers is excluded from net sales in the consolidated statements of comprehensive income (loss). We have determined that sales backlog is not a relevant measure of our business. Our contracts generally do not include minimum purchase requirements, annually or over the term of the agreement , and contain termination for convenience provisions that generally allow for our customers to terminate their contracts on short notice without meaningful penalties. As a result, we have no material sales backlog. In connection with our JIT supply chain management programs, at times, we assume customer inventory on a consignment basis. This consigned inventory remains the property of the customer but is managed and distributed by us. We earn a fixed fee per unit on each shipment of the consigned inventory; such amounts represent less than 1% of consolidated net sales. |
Equity Method Investment | Equity Method Investment |
Shipping and Handling Costs | Shipping and Handling Costs We record revenue for shipping and handling billed to our customers. Shipping and handling revenues were $4.4 million , $3.9 million and $4.6 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were $38.5 million , $33.5 million and $31.4 million for the years ended September 30, 2019 , 2018 and 2017 , respectively. |
Income Taxes | Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which temporary differences become deductible or includible in taxable income. We consider projected future taxable income and tax planning strategies in our assessment. Our foreign subsidiaries are taxed in local jurisdictions at local statutory rates. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. |
Concentration of Credit Risk and Significant Vendors and Customers | Concentration of Credit Risk and Significant Vendors and Customers We maintain our cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk from cash and cash equivalents. We purchase our products on credit terms from vendors located throughout North America and Europe. For the years ended September 30, 2019 , 2018 and 2017 , we made 9% , 12% , and 13% , respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this supplier were 3% and 4% of total accounts payable at September 30, 2019 and 2018 , respectively. Additionally, for the years ended September 30, 2019 , 2018 and 2017 , we made 8% , 8% , and 9% , respectively, of our purchases from Arconic and the amounts payable to this supplier were 3% and 6% of total accounts payable at September 30, 2019 and 2018 , respectively. The majority of the products we sell are available through multiple channels and, therefore, this reduces the risk related to any vendor relationship. For the years ended September 30, 2019 , 2018 and 2017 , we derived approximately 13% , 11% and 11% of our total net sales, respectively, from Lockheed Martin. Government sales, which were derived from various military parts procurement agencies such as the U.S. Defense Logistics Agency, or from defense contractors buying on their behalf, comprised 16% , 14% and 16% of our net sales for the years ended September 30, 2019 , 2018 and 2017 , respectively. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions |
Stock-Based Compensation | Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. We estimate the fair value of stock-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. We recognize the stock-based compensation expense over the requisite service period (generally a vesting term of three years ) using the graded vesting method for performance condition awards and the straight-line method for service condition only awards, which is generally a vesting term of three years . Stock options typically have a contractual term of 10 years . The stock options granted have an exercise price equal to the closing stock price of our common stock on the grant date. Compensation expense for restricted stock units and awards are based on the market price of the shares underlying the awards on the grant date. Compensation expense for performance-based awards reflects the estimated probability that the performance condition will be met. Compensation expense for awards with total stockholder return performance metrics reflects the fair value calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. |
Net Loss or Net Income Per Share | Net Income or Net Loss Per Share Basic net income or net loss per share is computed by dividing net income or net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income or net loss per share includes the dilutive effect of both outstanding stock options and restricted shares, calculated using the treasury stock method. |
New Accounting Standards Update | New Accounting Standards Updates In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company in fiscal year 2021, including interim reporting periods within that reporting period, and all annual and interim reporting periods thereafter. Early adoption is permitted. The adoption of ASU 2017-04 is not expected to have a material impact on our consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. We adopted the amended ASU 2016-02 on October 1, 2019. As allowed under this guidance, we have elected to apply it using a modified retrospective approach. This approach applies to all leases that exist at or commence after the date of our initial application. As such, prior year comparative periods will not be adjusted. We will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permits companies not to reassess prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the hindsight practical expedient. The Company has designed and implemented internal controls, policies and processes to comply w ith the new standard . The adoption of the amended ASU 2016-02 will result in the recognition of operating lease right-of-use (ROU) assets and lease liabilities of approximately $56.0 million and $60.0 million , respectively, based on the operating lease portfolio as of October 1, 2019. The operating lease liability and the corresponding ROU asset primarily relate to our worldwide office space and distribution center leases, including leases for certain third party operated distribution center locations. The prospective impact on the consolidated statements of comprehensive income (loss) under the new standard is substantially similar compared to the current lease accounting model. Our accounting for capital leases related to computer hardware and equipment, which are referred to as financing leases under the new standard, is substantially unchanged under the new standard. The adoption of the amended ASU 2016-02 is not expected to have a material impact on our liquidity or cash flows. Adopted Accounting Standards Updates On October 1, 2018, we adopted ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. The adoption of ASU 2016-01 did not have a material impact on our consolidated financial statements. On October 1, 2018, we adopted ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which specifies the modification accounting applicable to any entity that changes the terms or conditions of a share-based payment award. The adoption of ASU 2017-09 did not have a material impact on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-10, ASU 2017-13 and ASU 2017-14, which the FASB issued in August 2015, March 2016, April 2016, May 2016, May 2016, December 2016, May 2017, September 2017 and November 2017, respectively (collectively, the amended ASU 2014-09). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) with the customer, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Effective October 1, 2018, we adopted the amended ASU 2014-09 (ASC 606) using the modified retrospective method of adoption, which resulted in no material changes to our opening consolidated balance sheet at the beginning of October 1, 2018. Our initial and incremental contract acquisition costs including sign up commissions and set up costs, which are required to be capitalized under ASC 606, are insignificant and expensed as incurred. Our revenues recognized under ASC 606 for the year ended September 30, 2019 were not materially different from what would have been recognized under the previous revenue standard, ASC 605, that is superseded. Prior period consolidated statements of comprehensive income (loss) remain unchanged. We have designed and implemented internal controls, policies and processes to comply with ASC 606 . The additional disclosures required by ASC 606 are included in Note 2 and Note 20. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of the company's allowance for doubtful accounts activity | Our allowance for doubtful accounts activity consists of the following (in thousands): Allowance for Doubtful Accounts Balance at Beginning of Period Charges to Expenses Write-offs Balance at End of Period Year ended September 30, 2019 $ 2,877 $ 276 $ (304 ) $ 2,849 Year ended September 30, 2018 3,109 (27 ) (205 ) 2,877 Year ended September 30, 2017 3,846 (133 ) (604 ) 3,109 |
Schedule of useful lives and lease terms for depreciable assets | The useful lives for depreciable assets are as follows: Buildings and improvements 2 - 39.5 years Machinery and equipment 5 - 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 - 7 years Property and equipment, net, consists of the following at September 30 (in thousands): 2019 2018 Land, buildings and improvements $ 33,945 $ 31,966 Machinery and equipment 27,263 22,321 Furniture and fixtures 8,354 7,930 Vehicles 849 859 Computer hardware 24,487 22,891 Computer software 35,786 33,752 Construction in progress 16,864 3,684 147,548 123,403 Less: accumulated depreciation (91,929 ) (79,198 ) Property and equipment, net $ 55,619 $ 44,205 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments under operating leases | Future minimum rental payments under operating leases as of September 30, 2019 are as follows (dollars in thousands): Third Party Related Party Total Years Ended September 30, 2020 $ 12,286 $ 1,686 $ 13,972 2021 10,388 — 10,388 2022 9,623 — 9,623 2023 8,319 — 8,319 2024 5,814 — 5,814 Thereafter 56,659 — 56,659 $ 103,089 $ 1,686 $ 104,775 |
Schedule of future minimum rental payments under capital leases | Future minimum lease payments under capital lease agreements as of September 30, 2019 are as follows (in thousands): Years Ended September 30, 2020 $ 1,658 2021 596 2022 319 2023 131 2,704 Less: Interest (120 ) Total $ 2,584 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | The useful lives for depreciable assets are as follows: Buildings and improvements 2 - 39.5 years Machinery and equipment 5 - 7 years Furniture and fixtures 7 years Vehicles 5 years Computer hardware and software 3 - 7 years Property and equipment, net, consists of the following at September 30 (in thousands): 2019 2018 Land, buildings and improvements $ 33,945 $ 31,966 Machinery and equipment 27,263 22,321 Furniture and fixtures 8,354 7,930 Vehicles 849 859 Computer hardware 24,487 22,891 Computer software 35,786 33,752 Construction in progress 16,864 3,684 147,548 123,403 Less: accumulated depreciation (91,929 ) (79,198 ) Property and equipment, net $ 55,619 $ 44,205 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | A reconciliation of our goodwill balance is as follows (in thousands): Americas EMEA APAC Consolidated 2019 2018 2019 2018 2019 2018 2019 2018 Beginning balance, gross $ 773,384 $ 773,384 $ 51,190 $ 51,190 $ 16,955 $ 16,955 $ 841,529 $ 841,529 Accumulated impairment (569,201 ) (569,201 ) — — (5,684 ) (5,684 ) (574,885 ) (574,885 ) Beginning balance, net $ 204,183 $ 204,183 $ 51,190 $ 51,190 $ 11,271 $ 11,271 $ 266,644 $ 266,644 Ending balance, gross $ 773,384 $ 773,384 $ 51,190 $ 51,190 $ 16,955 $ 16,955 $ 841,529 $ 841,529 Accumulated impairment (569,201 ) (569,201 ) — — (5,684 ) (5,684 ) (574,885 ) (574,885 ) Ending balance, net $ 204,183 $ 204,183 $ 51,190 $ 51,190 $ 11,271 $ 11,271 $ 266,644 $ 266,644 |
Schedule of indefinite-lived intangible assets | As of September 30, 2019 and 2018 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2019 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Customer relationships (12 to 20 year life) $ 172,603 $ (85,772 ) $ 86,831 $ 172,603 $ (75,102 ) $ 97,501 Trademarks (5 years to 52,930 (5,593 ) 47,337 52,930 (4,583 ) 48,347 Backlog (2 year life) 4,327 (4,327 ) — 4,327 (4,327 ) — Non-compete agreements (3 to 4 year life) 1,457 (1,457 ) — 1,457 (1,457 ) — Technology (10 year life) 32,260 (17,920 ) 14,340 32,260 (14,670 ) 17,590 Total intangible assets $ 263,577 $ (115,069 ) $ 148,508 $ 263,577 $ (100,139 ) $ 163,438 |
Schedule of finite-lived intangible assets | As of September 30, 2019 and 2018 , the gross amounts and accumulated amortization of intangible assets is as follows (in thousands): 2019 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Customer relationships (12 to 20 year life) $ 172,603 $ (85,772 ) $ 86,831 $ 172,603 $ (75,102 ) $ 97,501 Trademarks (5 years to 52,930 (5,593 ) 47,337 52,930 (4,583 ) 48,347 Backlog (2 year life) 4,327 (4,327 ) — 4,327 (4,327 ) — Non-compete agreements (3 to 4 year life) 1,457 (1,457 ) — 1,457 (1,457 ) — Technology (10 year life) 32,260 (17,920 ) 14,340 32,260 (14,670 ) 17,590 Total intangible assets $ 263,577 $ (115,069 ) $ 148,508 $ 263,577 $ (100,139 ) $ 163,438 |
Schedule of estimated future amortization expense | Estimated future intangible amortization expense as of September 30, 2019 is as follows (in thousands): 2020 $ 14,795 2021 14,392 2022 14,392 2023 14,392 2024 12,492 Thereafter 40,212 $ 110,675 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, 2019 2018 Accrued compensation and related expenses $ 23,336 $ 18,590 Accrued customer rebates 7,935 5,604 Accrued Merger related expenses 7,548 — Interest rate swap 3,900 289 Accrued construction in progress costs 3,054 — Accrued professional fees 2,245 951 Accrued taxes (property, sales and use) 841 1,083 Accrued severance and other expenses 588 1,203 Deferred revenue 266 971 Other accruals 13,079 14,076 Accrued expenses and other current liabilities $ 62,792 $ 42,767 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and fair value of the debt instruments | The carrying amounts and fair values of the debt instruments and interest rate swap hedge instruments were as follows (in thousands): September 30, 2019 September 30, 2018 Principal Amount Fair Value Principal Amount Fair Value Term loan A $ 340,000 $ 340,000 $ 360,000 $ 357,840 Term loan B 440,562 440,562 440,562 432,192 Revolving facility 6,000 6,000 54,000 54,000 Interest rate swap hedge assets (liabilities), net (5,484 ) (5,484 ) 1,807 1,807 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Long-term debt consists of the following (in thousands): September 30, 2019 September 30, 2018 Principal Amount Deferred Debt Issuance Costs Carrying Amount Principal Amount Deferred Debt Issuance Costs Carrying Amount Term loan A facility $ 340,000 $ (3,146 ) $ 336,854 $ 360,000 $ (5,842 ) $ 354,158 Term loan B facility 440,562 (1,725 ) 438,837 440,562 (2,943 ) 437,619 Revolving facility 6,000 — 6,000 54,000 — 54,000 786,562 (4,871 ) 781,691 854,562 (8,785 ) 845,777 Less: current portion 56,107 — 56,107 74,000 — 74,000 Non-current portion $ 730,455 $ (4,871 ) $ 725,584 $ 780,562 $ (8,785 ) $ 771,777 |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt as of September 30, 2019 are as follows (in thousands): Years Ended September 30, 2020 $ 56,107 2021 730,455 $ 786,562 |
Schedule of deferred debt issuance costs | The following table summarizes the total deferred debt issuance costs for the term loan A facility, the term loan B facility and the revolving facility as of September 30, 2019 and 2018 (dollars in thousands). The remaining deferred debt issuance costs as of September 30, 2019 will be amortized over their remaining terms. Term Loan A Facility Term Loan B Facility Revolving Facility Total Deferred debt issuance costs as of September 30, 2018 $ 5,842 $ 2,943 $ 2,827 $ 11,612 Amortization of deferred debt issuance costs (2,696 ) (1,218 ) (1,305 ) (5,219 ) Deferred debt issuance costs as of September 30, 2019 $ 3,146 $ 1,725 $ 1,522 $ 6,393 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the notional principal amounts at September 30, 2019 and 2018 of our outstanding interest rate swap agreements discussed above (in thousands). Derivative Notional September 30, 2019 September 30, 2018 Instruments designated as accounting hedges: Interest rate contracts $ 380,800 $ 435,800 |
Schedule of the location and fair value of our hedge instruments | The following table provides the location and fair value amounts of our hedge instruments, which are reported in our consolidated balance sheets as of September 30, 2019 and 2018 (in thousands). Fair Value as of September 30, Liability Derivatives Balance Sheet Locations 2019 2018 Instruments designated as accounting hedges: Interest rate swap contracts Other current assets $ — $ 1,045 Interest rate swap contracts Other assets — 1,051 Interest rate swap contracts Accrued expenses 3,900 289 Interest rate swap contracts Other liabilities 1,584 — |
Schedule of the losses of our cash flow hedge instrument to statement of comprehensive (loss) income | The following table provides the losses of our cash flow hedging instruments (net of income tax benefit), which were transferred from accumulated other comprehensive loss to our consolidated statement of comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Location in Consolidated Statement Years Ended September 30, Cash Flow Derivatives Of Comprehensive Income (Loss) 2019 2018 2017 Interest rate swap contracts Interest expense, net $ 81 $ 1,163 $ 385 Total interest expense, net presented in the consolidated statements of comprehensive income (loss) in which the above effects of cash flow hedges are recorded $ 51,023 $ 48,880 $ 39,821 |
Schedule of cash flow hedge instrument, effect on other comprehensive income (loss) | The following table provides the effective portion of the (loss) income of our cash flow hedge instruments which is recognized (net of income taxes) in other comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Years Ended September 30, Cash Flow Derivatives 2019 2018 2017 Interest rate swap contracts $ (5,582 ) $ 2,774 $ 1,688 |
Schedule of derivative instruments, gain (loss) | The following table provides a summary of changes to our accumulated other comprehensive income (loss) related to our cash flow hedging instruments (net of income taxes) during the years ended September 30, 2019 and 2018 . Years Ended September 30, AOCI - Unrealized Gain (Loss) on Hedging Instruments 2019 2018 Balance at beginning of period $ 1,375 $ (2,133 ) Change in fair value of hedging instruments (5,582 ) 2,774 Amounts reclassified to earnings 81 1,163 Net current period other comprehensive income (5,501 ) 3,937 Effect of adoption of accounting standard $ — $ (429 ) Balance at end of period $ (4,126 ) $ 1,375 The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated comprehensive income (loss) for the years ended September 30, 2019 , 2018 and 2017 (in thousands). Instruments Not Designated as Hedging Instruments Location in Consolidated Statement of Comprehensive Income (Loss) Years Ended September 30, 2019 2018 2017 Foreign exchange contract Other (expense) income, net $ — $ — $ (1,843 ) |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of components of other comprehensive loss and related tax effects | The components of other comprehensive (loss) income and related tax effects for each period were as follows (dollars in thousands): Year Ended September 30, 2019 Year Ended September 30, 2018 Year Ended September 30, 2017 Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Change in unrealized holding losses on derivatives $ (7,402 ) $ 1,820 $ (5,582 ) 3,645 (871 ) 2,774 2,692 (1,004 ) 1,688 Less: adjustment for losses on derivatives included in net income 111 (30 ) 81 1,528 (365 ) 1,163 615 (230 ) 385 Change in net foreign currency translation adjustment (2,137 ) — (2,137 ) (1,862 ) — (1,862 ) (5,959 ) (1,179 ) (7,138 ) Other comprehensive income (loss) $ (9,428 ) $ 1,790 $ (7,638 ) $ 3,311 $ (1,236 ) $ 2,075 $ (2,652 ) $ (2,413 ) $ (5,065 ) |
Schedule of other comprehensive loss | The changes in accumulated other comprehensive income (loss) by component and related tax effects for each period were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized (Loss) income on Derivative Instruments Total Balance at September 30, 2016 $ (75,355 ) $ (4,206 ) $ (79,561 ) Other comprehensive (loss) income before reclassifications (5,959 ) 2,692 (3,267 ) Amounts reclassified out of accumulated other loss — 615 615 Tax effect (1,179 ) (1,234 ) (2,413 ) Other comprehensive (loss) income (7,138 ) 2,073 (5,065 ) Balance at September 30, 2017 $ (82,493 ) $ (2,133 ) $ (84,626 ) Other comprehensive (loss) income before reclassifications (1,862 ) 3,645 1,783 Amounts reclassified out of accumulated other comprehensive loss — 1,528 1,528 Tax effect — (1,236 ) (1,236 ) Effect of adoption of accounting standard — (429 ) (429 ) Other comprehensive (loss) income (1,862 ) 3,508 1,646 Balance at September 30, 2018 (84,355 ) 1,375 (82,980 ) Other comprehensive loss before reclassifications (2,137 ) (7,402 ) (9,539 ) Amounts reclassified out of accumulated other comprehensive loss — 111 111 Tax effect — 1,790 1,790 Other comprehensive (loss) income (2,137 ) (5,501 ) (7,638 ) Balance at September 30, 2019 $ (86,492 ) $ (4,126 ) $ (90,618 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss) income per share | The following table presents net income (loss) per share and related information (dollars in thousands): Years Ended September 30, 2019 2018 2017 Net income (loss) $ 21,369 $ 32,654 $ (237,346 ) Basic weighted average shares outstanding 99,607,171 99,156,998 98,700,879 Dilutive effect of stock options and restricted shares 631,945 343,479 — Dilutive weighted average shares outstanding 100,239,116 99,500,477 98,700,879 Basic net income (loss) per share $ 0.21 $ 0.33 $ (2.40 ) Diluted net income (loss) per share $ 0.21 $ 0.33 $ (2.40 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before provision for income taxes | Income (loss) before benefit or provision for income taxes for the years ended September 30, 2019 , 2018 and 2017 was as follows (in thousands): 2019 2018 2017 U.S. income (loss) $ 12,331 $ 29,854 $ (261,594 ) Foreign income 14,342 30,758 13,347 Total $ 26,673 $ 60,612 $ (248,247 ) |
Schedule of components of the Company's income tax provision | The components of our income tax provision (benefit) for the years ended September 30, 2019 , 2018 and 2017 were as follows (in thousands): 2019 2018 2017 Current provision Federal $ (9,865 ) $ 10,263 $ (2,536 ) State and local 432 729 (591 ) Foreign 7,358 7,717 12,999 Subtotal (2,075 ) 18,709 9,872 Deferred (benefit) provision Federal 6,475 11,390 (14,730 ) State and local (936 ) (3,206 ) (2,738 ) Foreign (1,126 ) 1,065 (3,305 ) Subtotal 4,413 9,249 (20,773 ) Provision (benefit)for income taxes $ 2,338 $ 27,958 $ (10,901 ) |
Schedule of reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | A reconciliation of our (benefit) provision for income taxes to the U.S. federal statutory rate is as follows for the years ended September 30, 2019 , 2018 and 2017 (in thousands): 2019 2018 2017 Provision (benefit) for income taxes at statutory rate $ 5,601 21.00 % $ 14,867 24.53 % $ (84,404 ) 34.00 % State taxes, net of tax benefit (540 ) (2.02 )% 742 1.22 % (4,559 ) 1.84 % Deemed foreign dividends 4,451 16.69 % 1,301 2.15 % 6,099 (2.46 )% Nondeductible items 741 2.78 % 658 1.09 % 283 (0.11 )% Impact of foreign operations 1,572 5.90 % (92 ) (0.15 )% (3,526 ) 1.42 % Impact of Tax Act (9,277 ) (34.78 )% 8,423 13.90 % — — % Foreign tax credit (1,060 ) (3.97 )% (18,275 ) (30.15 )% (6,197 ) 2.50 % Valuation allowance 475 1.78 % 19,098 31.51 % 15,057 (6.07 )% Non-deductible goodwill impairment — — % — — % 23,644 (9.52 )% Unremitted earnings of foreign subsidiaries 142 0.53 % 463 0.76 % 37,537 (15.12 )% Tax contingencies (24 ) (0.09 )% 492 0.81 % 4,123 (1.66 )% Other 257 0.95 % 281 0.46 % 1,042 (0.43 )% Actual provision (benefit) for income taxes $ 2,338 8.77 % $ 27,958 46.13 % $ (10,901 ) 4.39 % |
Schedule of components deferred income tax assets (liabilities) | As of September 30, 2019 and 2018 , the components of deferred income tax assets (liabilities) were as follows (in thousands): 2019 2018 Deferred tax assets Inventories $ 56,681 $ 55,977 Reserves and other accruals 1,459 1,217 Compensation accruals 3,027 2,965 Goodwill and intangible assets — 3,412 Stock options 2,727 2,377 Net operating losses and tax credits 15,334 42,664 Other 8,524 674 Total deferred tax assets 87,752 109,286 Deferred tax liabilities Property and equipment (298 ) (1,568 ) Unremitted earnings of foreign subsidiaries (326 ) (185 ) Goodwill and intangible assets (5,006 ) — Other (8,950 ) (7,281 ) Total deferred tax liabilities (14,580 ) (9,034 ) Valuation allowance (13,337 ) (37,920 ) Net deferred tax assets $ 59,835 $ 62,332 |
Schedule of unrecognized tax benefits | The unrecognized tax benefits, which exclude interest and penalties, for the years ended September 30, 2019 , 2018 and 2017 are as follows (in thousands): 2019 2018 2017 Beginning balance $ 5,667 $ 5,232 $ 2,166 Increases related to tax positions taken during a prior year — — 3,250 Decreases related to tax positions taken during a prior year — — — Increases related to tax positions taken during the current year 7,381 490 — Decreases related to settlements with taxing authorities (1,423 ) — — Decreases related to expiration of statute of limitations (59 ) (55 ) (51 ) Changes due to translation of foreign currencies — — (133 ) Ending balance $ 11,566 $ 5,667 $ 5,232 |
Schedule of valuation allowance | Beginning Balance Valuation Allowance Recorded/ (Released) During The Period Ending Balance Valuation allowance for deferred tax assets: Year ended September 30, 2019 $ 37,920 $ (24,583 ) $ 13,337 Year ended September 30, 2018 18,602 19,318 37,920 Year ended September 30, 2017 5,548 13,054 18,602 |
Stock-Based and Other Compens_2
Stock-Based and Other Compensation Arrangements (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of options activity | The following table sets forth the summary of options activity under the Plans (dollars in thousands except per share data): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value(1) Options outstanding at September 30, 2018 2,408,127 $ 14.35 6.36 $ 643 Granted 376,431 11.03 Exercised (3,988 ) 9.29 Forfeited options (281,674 ) 14.82 Options outstanding at September 30, 2019 2,498,896 $ 13.80 5.86 $ 541 Options exercisable at September 30, 2019 2,135,597 $ 14.36 5.38 $ 353 (1) Aggregate intrinsic value is calculated based on the difference between our closing stock price at year end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised all their options on the fiscal year end date. |
Schedule of restricted share activity | Restricted share activity during the year ended September 30, 2019 was as follows: Shares Weighted Average Fair Value Outstanding at September 30, 2018 1,461,090 $ 8.89 Granted(1) 783,524 9.16 Vested(2) (749,544 ) 9.80 Forfeited (167,827 ) 10.29 Outstanding at September 30, 2019 1,327,243 $ 8.67 (1) Under the terms of their respective restricted stock award agreements, holders of restricted stock have the same voting rights as common stock shareholders; such rights exist even if the shares of restricted stock have not vested. (2) The majority of vested shares were net share settled such that the Company withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld for the year were 213,427 and were based on the value of the restricted stock awards and restricted stock unit awards on their respective vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $2.2 million . These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting. |
Schedule of weighted average assumptions | The weighted average assumptions used to value the option grants are as follows: 2019 2018 2017 Expected life (in years) 6.00 6.00 6.00 Volatility 34.11 % 33.85 % 30.94 % Risk free interest rate 2.99 % 2.07 % 1.33 % Dividend yield — — — |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Years Ended September 30, 2019 2018 2017 (in thousands) Cash payments for: Interest $ 46,057 $ 42,659 $ 33,386 Income taxes 9,466 7,160 10,287 Schedule of non-cash investing and financing activities: Property and equipment acquired pursuant to capital leases $ 1,071 $ 2,816 $ 3,891 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for quarters ended December 31, 2017 through September 30, 2019 is as follows (in thousands except per share data): Quarters Ended: September 30, 2019 June 30, March 31, December 31, Net sales $ 432,291 $ 442,374 $ 426,474 $ 395,311 Gross profit 90,134 105,870 108,747 98,342 Net (loss) income (11,048 ) 14,114 12,010 6,293 Basic net (loss) income per share (1) $ (0.11 ) $ 0.14 $ 0.12 $ 0.06 Diluted net (loss) income per share (1) $ (0.11 ) $ 0.14 $ 0.12 $ 0.06 Quarters Ended: September 30, 2018 June 30, March 31, December 31, Net sales $ 406,817 $ 410,359 $ 390,183 $ 363,091 Gross profit 98,800 104,197 105,735 94,424 Net income (loss) 7,274 10,754 15,000 (374 ) Basic net income (loss) per share (1) $ 0.07 $ 0.11 $ 0.15 $ — Diluted net income (loss) per share (1) $ 0.07 $ 0.11 $ 0.15 $ — 1. Net income (loss) per share calculations for each quarter are based on the weighted average basic and diluted shares outstanding for that quarter and may not total to the full year amount. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of net sales and other financial information by business segment | The following table presents net sales and other financial information by business segment (in thousands): Year Ended September 30, 2019 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,384,675 $ 260,617 $ 51,158 $ — $ 1,696,450 Income (loss) from operations (2) 117,239 1,779 4,580 (45,086 ) 78,512 Interest expense, net 45,313 5,612 98 — 51,023 Capital expenditures 18,881 1,531 709 — 21,121 Depreciation and amortization 25,063 3,937 376 — 29,376 (1) For fiscal 2019, approximately 13% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2019 consisted of payroll and personnel costs of $9.9 million , stock-based compensation expenses of $5.7 million , professional fees of $28.3 million , $8.2 million of which was related to the Merger, and other corporate expenses of $1.2 million . Year Ended September 30, 2018 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,271,893 $ 262,087 $ 36,470 $ — $ 1,570,450 Income (loss) from operations (2) 128,908 17,926 2,017 (39,383 ) 109,468 Interest expense, net 43,499 5,281 100 — 48,880 Capital expenditures 4,917 533 216 — 5,666 Depreciation and amortization 25,458 3,484 314 — 29,256 (1) For fiscal 2018, approximately 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2018 consisted of payroll and personnel costs of $10.3 million , stock-based compensation expenses of $5.7 million , professional fees of $22.2 million and other corporate expenses of $1.2 million . Year Ended September 30, 2017 Americas EMEA APAC Unallocated Corporate Costs Consolidated Net sales (1) $ 1,142,366 $ 258,072 $ 28,991 $ — $ 1,429,429 Income (loss) from operations (2) (3) (213,501 ) 25,138 (172 ) (20,260 ) (208,795 ) Interest expense, net 35,936 3,786 99 — 39,821 Capital expenditures 5,659 3,165 99 8,923 Depreciation and amortization 24,765 3,321 266 — 28,352 (1) For fiscal 2017, nearly 11% of our total net sales were derived from one individual customer, which was reported under the Americas, EMEA and APAC segments. (2) Unallocated corporate costs for fiscal 2017 consisted of payroll and personnel costs of $10.1 million , stock-based compensation expenses of $3.4 million , and professional fees and other corporate expenses of $6.8 million . (3) Changes in the goodwill balance for fiscal 2017 included a non-cash impairment charge of $311.1 million , of which $308.4 million was related to the Americas segment and $2.7 million was related to the APAC segment. As of September 30, 2019 Americas EMEA APAC Consolidated Total assets $ 1,461,556 $ 269,205 $ 64,037 $ 1,794,798 Goodwill 204,183 51,190 11,271 266,644 As of September 30, 2018 Americas EMEA APAC Consolidated Total assets $ 1,485,453 $ 248,937 $ 55,086 $ 1,789,476 Goodwill 204,183 51,190 11,271 266,644 |
Schedule of net sales by geographical area | Net sales by geographic area, for the years ended September 30, 2019 , 2018 , and 2017 , were as follows (dollars in thousands): Years Ended September 30, 2019 2018 2017 Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales United States of America $ 1,260,444 74.3 % $ 1,173,429 74.7 % $ 1,062,523 74.3 % United Kingdom 191,725 11.3 % 182,124 11.6 % 179,160 12.5 % Other foreign countries 244,281 14.4 % 214,897 13.7 % 187,746 13.2 % All foreign countries 436,006 25.7 % 397,021 25.3 % 366,906 25.7 % Total $ 1,696,450 100.0 % $ 1,570,450 100.0 % $ 1,429,429 100.0 % |
Schedule of long-lived assets by geographic area | Our long-lived assets consist of property and equipment, net, intangible assets, net and investment in joint ventures. Long-lived assets by geographic area, for the years ended September 30, 2019 and 2018 , were as follows (in thousands): Years Ended September 30, 2019 2018 United States of America $ 169,716 $ 169,377 All foreign countries 41,706 48,832 $ 211,422 $ 218,209 |
Schedule of net sales by product categories | Net sales by product categories, for the years ended September 30, 2019 , 2018 and 2017 were as follows (dollars in thousands): Year Ended September 30, 2019 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 643,169 46.5 % $ 117,926 45.3 % $ 16,851 32.9 % $ 777,946 45.9 % Chemicals (1) 575,211 41.5 % 123,244 47.3 % 28,418 55.6 % 726,873 42.8 % Electronic components 113,618 8.2 % 8,196 3.1 % 1,240 2.4 % 123,054 7.3 % Bearings 23,986 1.7 % 6,039 2.3 % 3,118 6.1 % 33,143 2.0 % Machined parts and other 28,691 2.1 % 5,212 2.0 % 1,531 3.0 % 35,434 2.0 % Total $ 1,384,675 100.0 % $ 260,617 100.0 % $ 51,158 100.0 % $ 1,696,450 100.0 % (1) Includes CMS contracts Year Ended September 30, 2018 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 604,448 47.5 % $ 119,438 45.6 % $ 9,006 24.7 % $ 732,892 46.7 % Chemicals (1) 508,031 39.9 % 124,832 47.6 % 24,096 66.1 % 656,959 41.8 % Electronic components 106,393 8.4 % 7,939 3.0 % 543 1.5 % 114,875 7.3 % Bearings 28,221 2.2 % 6,394 2.4 % 1,597 4.4 % 36,212 2.3 % Machined parts and other 24,800 2.0 % 3,484 1.4 % 1,228 3.3 % 29,512 1.9 % Total $ 1,271,893 100.0 % $ 262,087 100.0 % $ 36,470 100.0 % $ 1,570,450 100.0 % (1) Includes CMS contracts Year Ended September 30, 2017 Americas EMEA APAC Consolidated Sales % of Total Sales % of Total Sales % of Total Sales % of Total Hardware $ 533,064 46.7 % $ 127,167 49.3 % $ 4,993 17.2 % $ 665,224 46.6 % Chemicals (1) 465,722 40.8 % 114,435 44.3 % 21,882 75.5 % 602,039 42.1 % Electronic components 92,869 8.1 % 7,108 2.8 % 183 0.6 % 100,160 7.0 % Bearings 27,570 2.4 % 5,600 2.2 % 1,396 4.8 % 34,566 2.4 % Machined parts and other 23,141 2.0 % 3,762 1.4 % 537 1.9 % 27,440 1.9 % Total $ 1,142,366 100.0 % $ 258,072 100.0 % $ 28,991 100.0 % $ 1,429,429 100.0 % (1) Includes CMS contracts |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended | ||
Sep. 30, 2019location$ / shares | Aug. 08, 2019$ / shares | Sep. 30, 2018$ / shares | |
Business Acquisition [Line Items] | |||
Minimum stocking locations | location | 55 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Platinum Equity, LLC | Merger Agreement | |||
Business Acquisition [Line Items] | |||
Business acquisition, share price | $ 11.05 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Allowance for doubtful accounts activity | |||
Allowance for doubtful accounts receivable, current, beginning balance | $ 2,877 | $ 3,109 | $ 3,846 |
Allowance for doubtful accounts receivable, current, changes to cost and expenses | 276 | (27) | (133) |
Allowance for doubtful accounts receivable, current, write-offs | (304) | (205) | (604) |
Allowance for doubtful accounts receivable, current, ending balance | $ 2,849 | $ 2,877 | $ 3,109 |
Minimum | |||
Accounts receivable | |||
Accounts receivable dating | 30 days | ||
Maximum | |||
Accounts receivable | |||
Accounts receivable dating | 60 days |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019USD ($)reporting_unitsegment | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Inventory Adjustments | |||
Cost of sales | $ 1,293,357 | $ 1,167,294 | $ 1,067,522 |
Inventory write-down | 2,744 | 16,780 | 12,900 |
Deferred Financing Costs | |||
Amortization of deferred debt issuance costs | 5,220 | 5,688 | 6,143 |
Deferred financing costs | 6,393 | 11,600 | |
Debt issuance costs | $ 4,871 | 8,785 | |
Goodwill | |||
Number of reporting units | reporting_unit | 1 | ||
Number of operating segments | segment | 3 | ||
Building And Building Improvements | Minimum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 2 years | ||
Building And Building Improvements | Maximum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 39 years 6 months | ||
Machinery and equipment | Minimum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 5 years | ||
Machinery and equipment | Maximum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 7 years | ||
Furniture and fixtures | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 7 years | ||
Vehicles | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 5 years | ||
Computer hardware | Minimum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 3 years | ||
Computer hardware | Maximum | |||
Inventory Adjustments | |||
Useful lives and lease terms for depreciable assets | 7 years | ||
Cargo and Freight | |||
Inventory Adjustments | |||
Cost of sales | $ 1,500 | $ 1,200 | $ 1,500 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity Method Investment | ||||||||||||
Equity method investment impairment charge | $ 3,000 | $ 2,966 | $ 0 | $ 0 | ||||||||
Equity method investment, other than temporary impairment, net of tax | 2,966 | 0 | 0 | |||||||||
Decrease of equity method investment due to foreign currency translation loss | 300 | |||||||||||
Shipping and Handling Costs | ||||||||||||
Net sales | $ 432,291 | $ 442,374 | $ 426,474 | $ 395,311 | $ 406,817 | $ 410,359 | $ 390,183 | $ 363,091 | 1,696,450 | 1,570,450 | 1,429,429 | |
Cost of sales | 1,293,357 | 1,167,294 | 1,067,522 | |||||||||
Foreign Currency Translation | ||||||||||||
Foreign currency transaction gains and (losses) | $ (800) | $ 300 | $ 100 | |||||||||
Minimum | ||||||||||||
Revenue from Contract with Customer | ||||||||||||
Purchase contract term | 3 years | |||||||||||
Revenue, performance obligation, payment terms | 30 days | |||||||||||
Maximum | ||||||||||||
Revenue from Contract with Customer | ||||||||||||
Purchase contract term | 5 years | |||||||||||
Revenue, performance obligation, payment terms | 90 days | |||||||||||
Consigned inventory fixed fees as a percentage of consolidated revenues | 1.00% | |||||||||||
Cost of goods total | Supplier concentration risk | Precision Castparts Corporation | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 9.00% | 12.00% | 13.00% | |||||||||
Cost of goods total | Supplier concentration risk | Alcoa Fastening Systems | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 8.00% | 8.00% | 9.00% | |||||||||
Accounts payable | Supplier concentration risk | Precision Castparts Corporation | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 3.00% | 4.00% | ||||||||||
Accounts payable | Supplier concentration risk | Alcoa Fastening Systems | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 3.00% | 6.00% | ||||||||||
Sales revenue | Customer concentration risk | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 13.00% | 11.00% | 11.00% | |||||||||
Accounts receivable | Customer concentration risk | U.S. Defense Logistics Agency or Defense Contractors | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Concentration risk | 16.00% | 14.00% | 16.00% | |||||||||
Shipping and Handling | ||||||||||||
Shipping and Handling Costs | ||||||||||||
Net sales | $ 4,400 | $ 3,900 | $ 4,600 | |||||||||
Cost of sales | 38,500 | 33,500 | $ 31,400 | |||||||||
APAC | ||||||||||||
Equity Method Investment | ||||||||||||
Carrying value of equity investment | $ 7,100 | $ 7,100 | $ 10,400 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) | 12 Months Ended |
Sep. 30, 2019 | |
Performance Shares | |
Stock-based and other compensation arrangements | |
Vesting term | 3 years |
Employee Stock Option | |
Stock-based and other compensation arrangements | |
Vesting term | 3 years |
Contractual term of stock options | 10 years |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 $ in Millions | Oct. 01, 2019USD ($) |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Operating lease, right-of-use asset | $ 56 |
Operating lease, liability | 56 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Operating lease, right-of-use asset | 60 |
Operating lease, liability | $ 60 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Leases | |||
2020 | $ 13,972 | ||
2021 | 10,388 | ||
2022 | 9,623 | ||
2023 | 8,319 | ||
2024 | 5,814 | ||
Thereafter | 56,659 | ||
Total | 104,775 | ||
Total rent expense | 14,400 | $ 13,400 | $ 12,600 |
Capital Lease Commitments | |||
2020 | 1,658 | ||
2021 | 596 | ||
2022 | 319 | ||
2023 | 131 | ||
Total including interest | 2,704 | $ 4,800 | |
Less: Interest | (120) | ||
Total | 2,584 | ||
Third Party | |||
Operating Leases | |||
2020 | 12,286 | ||
2021 | 10,388 | ||
2022 | 9,623 | ||
2023 | 8,319 | ||
2024 | 5,814 | ||
Thereafter | 56,659 | ||
Total | 103,089 | ||
Related Party | |||
Operating Leases | |||
2020 | 1,686 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total | $ 1,686 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Inventory [Line Items] | |||
Inventory write-down | $ 2,744 | $ 16,780 | $ 12,900 |
Inventory E&O adjustment, gross | 28,000 | 40,000 | 33,200 |
Inventory E&O adjustment, sales and disposals | 25,300 | 23,200 | 20,300 |
Inventory shrinkage and spoiling cost | |||
Inventory [Line Items] | |||
Inventory write-down | $ 24,200 | $ 7,900 | $ 15,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Majority Shareholder | Management Agreement | |||
Related Party Transactions | |||
Annual management fee | $ 1,000,000 | ||
Expenses incurred | 100,000 | $ 100,000 | $ 600,000 |
Chief Executive Officer | Lease Agreements | |||
Related Party Transactions | |||
Expenses incurred | $ 1,800,000 | $ 1,900,000 | $ 1,600,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 147,548 | $ 123,403 | |
Less: accumulated depreciation | (91,929) | (79,198) | |
Property and equipment, net | 55,619 | 44,205 | |
Depreciation and amortization expense | 14,400 | 14,400 | $ 13,400 |
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33,945 | 31,966 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 27,263 | 22,321 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,354 | 7,930 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 849 | 859 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 24,487 | 22,891 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 35,786 | 33,752 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,864 | 3,684 | |
Assets held under capital leases | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 17,900 | 18,400 | |
Less: accumulated depreciation | (14,700) | (11,300) | |
Depreciation and amortization expense | $ 4,300 | $ 3,400 | $ 2,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Change in goodwill | ||
Beginning balance, goodwill, gross | $ 841,529 | $ 841,529 |
Beginning balance, goodwill, impaired, accumulated impairment loss | (574,885) | (574,885) |
Beginning balance, goodwill, net | 266,644 | 266,644 |
Beginning balance, goodwill, gross | 841,529 | 841,529 |
Ending balance, goodwill, impaired, accumulated impairment loss | (574,885) | (574,885) |
Ending balance, goodwill, net | 266,644 | 266,644 |
Americas | ||
Change in goodwill | ||
Beginning balance, goodwill, gross | 773,384 | 773,384 |
Beginning balance, goodwill, impaired, accumulated impairment loss | (569,201) | (569,201) |
Beginning balance, goodwill, net | 204,183 | 204,183 |
Beginning balance, goodwill, gross | 773,384 | 773,384 |
Ending balance, goodwill, impaired, accumulated impairment loss | (569,201) | (569,201) |
Ending balance, goodwill, net | 204,183 | 204,183 |
EMEA | ||
Change in goodwill | ||
Beginning balance, goodwill, gross | 51,190 | 51,190 |
Beginning balance, goodwill, impaired, accumulated impairment loss | 0 | 0 |
Beginning balance, goodwill, net | 51,190 | 51,190 |
Beginning balance, goodwill, gross | 51,190 | 51,190 |
Ending balance, goodwill, impaired, accumulated impairment loss | 0 | 0 |
Ending balance, goodwill, net | 51,190 | 51,190 |
APAC | ||
Change in goodwill | ||
Beginning balance, goodwill, gross | 16,955 | 16,955 |
Beginning balance, goodwill, impaired, accumulated impairment loss | (5,684) | (5,684) |
Beginning balance, goodwill, net | 11,271 | 11,271 |
Beginning balance, goodwill, gross | 16,955 | 16,955 |
Ending balance, goodwill, impaired, accumulated impairment loss | (5,684) | (5,684) |
Ending balance, goodwill, net | $ 11,271 | $ 11,271 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Intangible Assets, net | |||
Gross Amount | $ 263,577 | $ 263,577 | |
Accumulated Amortization | (115,069) | (100,139) | |
Net Amount | 110,675 | ||
Intangible assets, net | 148,508 | 163,438 | |
Estimated future amortization expense | |||
2020 | 14,795 | ||
2021 | 14,392 | ||
2022 | 14,392 | ||
2023 | 14,392 | ||
2024 | 12,492 | ||
Thereafter | 40,212 | ||
Total | 110,675 | ||
Amortization expense included in the accompanying statements of operations | |||
Amortization of intangible assets | 14,900 | 14,900 | $ 14,900 |
Trademarks | |||
Intangible Assets, net | |||
Gross Amount | 52,930 | 52,930 | |
Accumulated Amortization | (5,593) | (4,583) | |
Net Amount | 47,337 | 48,347 | |
Estimated future amortization expense | |||
Total | 47,337 | 48,347 | |
Indefinite life intangibles | |||
Carrying value of Wesco Aircraft trademark | $ 37,800 | $ 37,800 | |
Trademarks | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 5 years | 5 years | |
Customer relationships | |||
Intangible Assets, net | |||
Gross Amount | $ 172,603 | $ 172,603 | |
Accumulated Amortization | (85,772) | (75,102) | |
Net Amount | 86,831 | 97,501 | |
Estimated future amortization expense | |||
Total | $ 86,831 | $ 97,501 | |
Customer relationships | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 12 years | 12 years | |
Customer relationships | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 20 years | 20 years | |
Backlog | |||
Intangible Assets, net | |||
Estimated useful life | 2 years | 2 years | |
Gross Amount | $ 4,327 | $ 4,327 | |
Accumulated Amortization | (4,327) | (4,327) | |
Net Amount | 0 | 0 | |
Estimated future amortization expense | |||
Total | 0 | 0 | |
Non-compete agreements | |||
Intangible Assets, net | |||
Gross Amount | 1,457 | 1,457 | |
Accumulated Amortization | (1,457) | (1,457) | |
Net Amount | 0 | 0 | |
Estimated future amortization expense | |||
Total | $ 0 | $ 0 | |
Non-compete agreements | Minimum | |||
Intangible Assets, net | |||
Estimated useful life | 3 years | 3 years | |
Non-compete agreements | Maximum | |||
Intangible Assets, net | |||
Estimated useful life | 4 years | 4 years | |
Technology | |||
Intangible Assets, net | |||
Estimated useful life | 10 years | 10 years | |
Gross Amount | $ 32,260 | $ 32,260 | |
Accumulated Amortization | (17,920) | (14,670) | |
Net Amount | 14,340 | 17,590 | |
Estimated future amortization expense | |||
Total | $ 14,340 | $ 17,590 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and related expenses | $ 23,336 | $ 18,590 |
Accrued customer rebates | 7,935 | 5,604 |
Accrued Merger related expenses | 7,548 | 0 |
Interest rate swap | 3,900 | 289 |
Accrued construction in progress costs | 3,054 | 0 |
Accrued professional fees | 2,245 | 951 |
Accrued taxes (property, sales and use) | 841 | 1,083 |
Accrued severance and other expenses | 588 | 1,203 |
Deferred revenue | 266 | 971 |
Other accruals | 13,079 | 14,076 |
Accrued expenses and other current liabilities | $ 62,792 | $ 42,767 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Fair value inputs Level 2 - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Principal Amount | Term loan A | ||
Fair value of financial instruments | ||
Long-term debt | $ 340,000 | $ 360,000 |
Principal Amount | Term loan B | ||
Fair value of financial instruments | ||
Long-term debt | 440,562 | 440,562 |
Principal Amount | Revolving facility | ||
Fair value of financial instruments | ||
Long-term debt | 6,000 | 54,000 |
Fair Value | Term loan A | ||
Fair value of financial instruments | ||
Long-term debt | 340,000 | 357,840 |
Fair Value | Term loan B | ||
Fair value of financial instruments | ||
Long-term debt | 440,562 | 432,192 |
Fair Value | Revolving facility | ||
Fair value of financial instruments | ||
Long-term debt | 6,000 | 54,000 |
Interest rate contracts | Principal Amount | ||
Fair value of financial instruments | ||
Interest rate swap hedge assets (liabilities), net | (5,484) | 1,807 |
Interest rate contracts | Fair Value | ||
Fair value of financial instruments | ||
Interest rate swap hedge assets (liabilities), net | $ (5,484) | $ 1,807 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Long-Term Debt | ||
Long-term debt, gross | $ 786,562 | $ 854,562 |
Debt issuance costs | (4,871) | (8,785) |
Long-term debt, current and noncurrent | 781,691 | 845,777 |
Less: current portion | 56,107 | 74,000 |
Long-term debt, excluding current maturities | 730,455 | 780,562 |
Long-term debt, less current portion | 725,584 | 771,777 |
Secured Debt | Term loan A facility | ||
Long-Term Debt | ||
Long-term debt, gross | 340,000 | 360,000 |
Debt issuance costs | (3,146) | (5,842) |
Long-term debt, current and noncurrent | 336,854 | 354,158 |
Secured Debt | Term loan B facility | ||
Long-Term Debt | ||
Long-term debt, gross | 440,562 | 440,562 |
Debt issuance costs | (1,725) | (2,943) |
Long-term debt, current and noncurrent | 438,837 | 437,619 |
Revolving credit facility | Line of credit | ||
Long-Term Debt | ||
Long-term debt, gross | 6,000 | 54,000 |
Debt issuance costs | 0 | 0 |
Long-term debt, current and noncurrent | $ 6,000 | $ 54,000 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Disclosure [Abstract] | ||
Maturities of long-term debt, 2020 | $ 56,107 | |
Maturities of long-term debt, 2021 | 730,455 | |
Long-term Debt, Gross | $ 786,562 | $ 854,562 |
Long-Term Debt (Details 3)
Long-Term Debt (Details 3) £ in Millions | 12 Months Ended | |||
Sep. 30, 2019USD ($)interest_rate_swap_agreement | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2019GBP (£)interest_rate_swap_agreement | |
Long-Term Debt | ||||
Long-term debt, gross | $ 786,562,000 | $ 854,562,000 | ||
Letters of credit outstanding, amount | 1,000,000 | |||
Proceeds from short-term borrowings | 95,000,000 | 67,500,000 | $ 77,000,000 | |
Line of credit | Wesco Aircraft Europe Limited | ||||
Long-Term Debt | ||||
Revolving line of credit, current borrowing capacity | $ 6,100,000 | £ 5 | ||
Line of credit | Base Rate | Wesco Aircraft Europe Limited | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.65% | |||
Credit Agreement | ||||
Long-Term Debt | ||||
Long-term debt, gross | $ 786,600,000 | |||
Term loan A | Secured Debt | ||||
Long-Term Debt | ||||
Principal amount | 400,000,000 | |||
Long-term debt, gross | 340,000,000 | $ 360,000,000 | ||
Periodic payment | $ 20,000,000 | |||
Percentage of quarterly payment in year one | 1.25% | 1.25% | ||
Interest rate, effective percentage | 5.05% | 5.25% | 5.05% | |
Term loan A | Secured Debt | Eurodollar | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.00% | |||
Term loan A | Secured Debt | Eurodollar | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 3.00% | |||
Term loan A | Secured Debt | Base Rate | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.00% | |||
Term loan A | Secured Debt | Base Rate | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.00% | |||
Term loan B | Secured Debt | ||||
Long-Term Debt | ||||
Principal amount | $ 525,000,000 | |||
Long-term debt, gross | $ 440,562,000 | $ 440,562,000 | ||
Interest rate, effective percentage | 4.55% | 4.75% | 4.55% | |
Percentage of quarterly payment | 0.25% | 0.25% | ||
Term loan B | Secured Debt | Eurodollar | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.50% | |||
Term loan B | Secured Debt | Eurodollar | Minimum | ||||
Long-Term Debt | ||||
Base rate | 0.75% | |||
Term loan B | Secured Debt | Base Rate | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.50% | |||
Term loan B | Secured Debt | Base Rate | Minimum | ||||
Long-Term Debt | ||||
Base rate | 1.75% | |||
Revolving credit facility | Line of credit | ||||
Long-Term Debt | ||||
Revolving facility | $ 180,000,000 | |||
Long-term debt, gross | 6,000,000 | $ 54,000,000 | ||
Revolving line of credit, current borrowing capacity | 173,000,000 | |||
Proceeds from short-term borrowings | 95,000,000 | |||
Repayments of debt | $ (143,000,000) | |||
Debt, weighted average interest rate | 5.04% | 5.15% | 5.04% | |
Revolving credit facility | Line of credit | Eurodollar | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.00% | |||
Revolving credit facility | Line of credit | Eurodollar | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 3.00% | |||
Revolving credit facility | Line of credit | Base Rate | Minimum | ||||
Long-Term Debt | ||||
Applicable margin rate | 1.00% | |||
Revolving credit facility | Line of credit | Base Rate | Maximum | ||||
Long-Term Debt | ||||
Applicable margin rate | 2.00% | |||
Interest Rate Swap | Term loan B | Secured Debt | ||||
Long-Term Debt | ||||
Number of interest rate swap | interest_rate_swap_agreement | 2 | 2 |
Long-Term Debt (Details 4)
Long-Term Debt (Details 4) $ in Millions | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | |
Maximum | |||
Long-Term Debt | |||
Excess cash flow payment required | $ 30.1 | ||
Credit Agreement | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 3.86 | ||
Excess cash flow percentage | 75.00% | ||
Credit Agreement | Maximum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 4.75 | ||
Forecast | Credit Agreement | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 3 | 4 | |
Credit Agreement, scenario one | Credit Agreement | |||
Long-Term Debt | |||
Excess cash flow percentage | 50.00% | ||
Credit Agreement, scenario one | Credit Agreement | Maximum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 4 | ||
Credit Agreement, scenario one | Credit Agreement | Minimum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 3 | ||
Credit Agreement, scenario two | Credit Agreement | |||
Long-Term Debt | |||
Excess cash flow percentage | 25.00% | ||
Credit Agreement, scenario two | Credit Agreement | Maximum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 3 | ||
Credit Agreement, scenario two | Credit Agreement | Minimum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 2.50 | ||
Credit Agreement, scenario three | Credit Agreement | |||
Long-Term Debt | |||
Excess cash flow percentage | 0.00% | ||
Credit Agreement, scenario three | Credit Agreement | Maximum | |||
Long-Term Debt | |||
Consolidated total leverage ratio | 2.50 |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Details 5) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Long-Term Debt | ||
Debt issuance costs | $ 11,612 | |
Amortization of deferred debt issuance costs | $ (5,219) | |
Deferred financing costs | 6,393 | 11,600 |
Term loan B | Secured Debt | ||
Long-Term Debt | ||
Debt issuance costs | 2,943 | |
Amortization of deferred debt issuance costs | (1,218) | |
Deferred financing costs | 1,725 | |
Term loan A | Secured Debt | ||
Long-Term Debt | ||
Debt issuance costs | 5,842 | |
Amortization of deferred debt issuance costs | (2,696) | |
Deferred financing costs | 3,146 | |
Revolving credit facility | Line of credit | ||
Long-Term Debt | ||
Debt issuance costs | $ 2,827 | |
Amortization of deferred debt issuance costs | (1,305) | |
Deferred financing costs | $ 1,522 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative financial instruments | |||
Interest expense, net | $ 51,023,000 | $ 48,880,000 | $ 39,821,000 |
Cash flow hedging | |||
Derivative financial instruments | |||
Other comprehensive income (loss), effective portion of cash flow hedge | $ (5,582,000) | 2,774,000 | |
Interest rate contracts | Cash flow hedging | |||
Derivative financial instruments | |||
Interest rate | 2.79% | ||
Derivative instruments, gain (loss) reclassification from AOCI to income | $ 2,800,000 | ||
Interest rate contracts | Accumulated gain (loss), net, cash flow hedge, parent | Cash flow hedging | |||
Derivative financial instruments | |||
Other comprehensive income (loss), effective portion of cash flow hedge | (5,582,000) | 2,774,000 | 1,688,000 |
Interest rate contracts | Reclassification out of AOCI | |||
Derivative financial instruments | |||
Gain (loss) fair value hedges recognized in earnings | 81,000 | 1,163,000 | $ 385,000 |
Interest rate contracts | Designated as hedging instrument | |||
Derivative financial instruments | |||
Notional amount | 380,800,000 | 435,800 | |
Interest rate contracts | Designated as hedging instrument | Cash flow hedging | |||
Derivative financial instruments | |||
Notional amount | 380,800,000 | ||
Interest rate contracts | Designated as hedging instrument | Cash flow hedging | Other current assets | |||
Derivative financial instruments | |||
Liability derivatives, fair value | 0 | 1,045,000 | |
Interest rate contracts | Designated as hedging instrument | Cash flow hedging | Other assets | |||
Derivative financial instruments | |||
Liability derivatives, fair value | 0 | 1,051,000 | |
Interest rate contracts | Designated as hedging instrument | Cash flow hedging | Accrued expenses | |||
Derivative financial instruments | |||
Liability derivatives, fair value | 3,900,000 | 289,000 | |
Interest rate contracts | Designated as hedging instrument | Cash flow hedging | Other liabilities | |||
Derivative financial instruments | |||
Liability derivatives, fair value | $ 1,584,000 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - AOCI Rollfoward (Details) - Cash flow hedging - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Change in fair value of hedging instruments | $ (5,582) | $ 2,774 |
Designated as hedging instrument | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 1,375 | (2,133) |
Amounts reclassified to earnings | 81 | 1,163 |
Net current period other comprehensive income | (5,501) | 3,937 |
Effect of adoption of accounting standard | 0 | (429) |
Balance at end of period | $ (4,126) | $ 1,375 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Pretax Gain/Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Foreign exchange contract | Other Income | Not designated as hedging instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign exchange contract, other income, net | $ 0 | $ 0 | $ (1,843) |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other comprehensive loss, before tax | $ (9,428) | $ 3,311 | $ (2,652) |
Other comprehensive loss, tax | 1,790 | (1,236) | (2,413) |
Other comprehensive (loss) income, net of income taxes | (7,638) | 2,075 | (5,065) |
Accumulated gain (loss), net, cash flow hedge, parent | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other comprehensive (loss) income before reclassifications | (7,402) | 3,645 | 2,692 |
Change in unrealized holding gain (losses) on derivatives, tax | 1,820 | (871) | (1,004) |
Change in unrealized holding gain (losses) on derivatives, net of tax | (5,582) | 2,774 | 1,688 |
Amounts reclassified out of accumulated other loss | 111 | 1,528 | 615 |
Less: Reclassification adjustment from AOCI on derivatives, tax | (30) | (365) | (230) |
Less: Reclassification adjustment from AOCI on derivatives, net of tax | 81 | 1,163 | 385 |
Other comprehensive loss, tax | 1,790 | (1,236) | (1,234) |
Change in net foreign currency translation adjustment | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other comprehensive (loss) income before reclassifications | (2,137) | (1,862) | (5,959) |
Amounts reclassified out of accumulated other loss | 0 | 0 | 0 |
Other comprehensive loss, before tax | (2,137) | (1,862) | (5,959) |
Other comprehensive loss, tax | 0 | 0 | (1,179) |
Other comprehensive (loss) income, net of income taxes | $ (2,137) | $ (1,862) | $ (7,138) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | ||||
Total stockholders' equity, beginning balance | $ 692,469 | $ 649,731 | $ 882,915 | |
Tax effect | 1,790 | (1,236) | (2,413) | |
Total stockholders' equity, ending balance | 713,340 | 692,469 | 649,731 | |
Foreign Currency Translation Adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | ||||
Total stockholders' equity, beginning balance | (84,355) | (82,493) | (75,355) | |
Other comprehensive (loss) income before reclassifications | (2,137) | (1,862) | (5,959) | |
Amounts reclassified out of accumulated other loss | 0 | 0 | 0 | |
Tax effect | 0 | 0 | (1,179) | |
Effect of adoption of accounting standards | $ 0 | |||
Other comprehensive (loss) income | (2,137) | (1,862) | (7,138) | |
Total stockholders' equity, ending balance | (86,492) | (84,355) | (82,493) | |
Unrealized (Loss) income on Derivative Instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | ||||
Total stockholders' equity, beginning balance | 1,375 | (2,133) | (4,206) | |
Other comprehensive (loss) income before reclassifications | (7,402) | 3,645 | 2,692 | |
Amounts reclassified out of accumulated other loss | 111 | 1,528 | 615 | |
Tax effect | 1,790 | (1,236) | (1,234) | |
Effect of adoption of accounting standards | (429) | |||
Other comprehensive (loss) income | (5,501) | 3,508 | 2,073 | |
Total stockholders' equity, ending balance | (4,126) | 1,375 | (2,133) | |
Accumulated other comprehensive income (loss) | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Roll Forward] | ||||
Total stockholders' equity, beginning balance | (82,980) | (84,626) | (79,561) | |
Other comprehensive (loss) income before reclassifications | (9,539) | 1,783 | (3,267) | |
Amounts reclassified out of accumulated other loss | 111 | 1,528 | 615 | |
Tax effect | 1,790 | (1,236) | (2,413) | |
Effect of adoption of accounting standards | $ (429) | |||
Other comprehensive (loss) income | (7,638) | 1,646 | (5,065) | |
Total stockholders' equity, ending balance | $ (90,618) | $ (82,980) | $ (84,626) |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ (11,048) | $ 14,114 | $ 12,010 | $ 6,293 | $ 7,274 | $ 10,754 | $ 15,000 | $ (374) | $ 21,369 | $ 32,654 | $ (237,346) |
Basic weighted average shares outstanding (in shares) | 99,607,171 | 99,156,998 | 98,700,879 | ||||||||
Dilutive effect of stock options and restricted shares (in shares) | 631,945 | 343,479 | 0 | ||||||||
Dilutive weighted average shares outstanding (in shares) | 100,239,116 | 99,500,477 | 98,700,879 | ||||||||
Basic net (loss) income per share (in dollars per share) | $ (0.11) | $ 0.14 | $ 0.12 | $ 0.06 | $ 0.07 | $ 0.11 | $ 0.15 | $ 0 | $ 0.21 | $ 0.33 | $ (2.40) |
Diluted net (loss) income per share (in dollars per share) | $ (0.11) | $ 0.14 | $ 0.12 | $ 0.06 | $ 0.07 | $ 0.11 | $ 0.15 | $ 0 | $ 0.21 | $ 0.33 | $ (2.40) |
Common stock equivalents not included in diluted calculation due to anti-dilutive effect (in shares) | 2,600,000 | 2,800,000 | 3,700,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. income (loss) | $ 12,331 | $ 29,854 | $ (261,594) |
Foreign income | 14,342 | 30,758 | 13,347 |
Income (loss) before income taxes and equity method investment impairment charge | 26,673 | 60,612 | (248,247) |
Current federal tax expense (benefit) | (9,865) | 10,263 | (2,536) |
Current state and local tax expense (benefit) | 432 | 729 | (591) |
Current foreign tax expense (benefit) | 7,358 | 7,717 | 12,999 |
Current income tax expense (benefit) | (2,075) | 18,709 | 9,872 |
Deferred federal income tax expense (benefit) | 6,475 | 11,390 | (14,730) |
Deferred state and local income tax expense (benefit) | (936) | (3,206) | (2,738) |
Deferred foreign income tax expense (benefit) | (1,126) | 1,065 | (3,305) |
Deferred income tax expense (benefit) | 4,413 | 9,249 | (20,773) |
Provision (benefit)for income taxes | 2,338 | 27,958 | (10,901) |
Decrease of provision for income tax | $ 200 | $ 100 | $ 900 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | ||||||
Provision (benefit) for income taxes at statutory rate | $ 5,601,000 | $ 14,867,000 | $ (84,404,000) | |||
State taxes, net of tax benefit | (540,000) | 742,000 | (4,559,000) | |||
Deemed foreign dividends | 4,451,000 | 1,301,000 | 6,099,000 | |||
Nondeductible items | 741,000 | 658,000 | 283,000 | |||
Impact of foreign operations | 1,572,000 | (92,000) | (3,526,000) | |||
Impact of Tax Act | (9,277,000) | 8,423,000 | 0 | |||
Foreign tax credit | $ (7,100,000) | $ (9,200,000) | (1,060,000) | (18,275,000) | (6,197,000) | |
Valuation allowance | 475,000 | 19,098,000 | 15,057,000 | |||
Non-deductible goodwill impairment | 0 | 0 | 23,644,000 | |||
Unremitted earnings of foreign subsidiaries | 142,000 | 463,000 | 37,537,000 | |||
Tax contingencies | (24,000) | 492,000 | 4,123,000 | |||
Other | 257,000 | 281,000 | 1,042,000 | |||
Provision (benefit)for income taxes | $ 2,338,000 | $ 27,958,000 | $ (10,901,000) | |||
Reconciliation of the Company's provision (benefit) for income taxes to the U.S. federal statutory rate | ||||||
Provision (benefit) for income taxes at statutory rate (as a percent) | 21.00% | 24.53% | 34.00% | |||
State taxes, net of tax benefit (as a percent) | (2.02%) | 1.22% | 1.84% | |||
Deemed foreign dividends (as a percent) | 16.69% | 2.15% | (2.46%) | |||
Nondeductible items (as a percent) | 2.78% | 1.09% | (0.11%) | |||
Impact of foreign operations (as a percent) | 5.90% | (0.15%) | 1.42% | |||
Impact of Tax Act (as a percent) | (34.78%) | 13.90% | 0.00% | |||
Foreign tax credit (as a percent) | (3.97%) | (30.15%) | 2.50% | |||
Valuation allowance (as a percent) | 1.78% | 31.51% | (6.07%) | |||
Non-deductible goodwill impairment (as a percent) | 0.00% | 0.00% | (9.52%) | |||
Unremitted earnings of foreign subsidiaries (as a percent) | 0.53% | 0.76% | (15.12%) | |||
Tax contingencies (as a percent) | (0.09%) | 0.81% | (1.66%) | |||
Other (as a percent) | 0.95% | 0.46% | (0.43%) | |||
Actual (benefit) provision for income taxes (as a percent) | 8.77% | 46.13% | 4.39% | |||
Operating Loss Carryforwards [Line Items] | ||||||
Federal tax on foreign earnings | $ 0 | |||||
Undistributed earnings of foreign subsidiaries | 38,900,000 | 38,900,000 | ||||
Transition tax expense, provisional | $ 9,300,000 | |||||
Transition tax expense (benefit) | $ (100,000) | 9,200,000 | ||||
Foreign tax credit | 7,100,000 | 9,200,000 | 1,060,000 | $ 18,275,000 | $ 6,197,000 | |
Transition tax liability | 7,100,000 | $ 7,100,000 | 7,100,000 | |||
Foreign tax credit, valuation allowance released | 7,100,000 | |||||
Tax credit carryforward, amount | 11,100,000 | 11,100,000 | ||||
Equity method investment impairment, tax benefit | 1,100,000 | |||||
Minimum | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Undistributed earnings, taxes | 1,000,000 | 1,000,000 | ||||
Maximum | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Undistributed earnings, taxes | $ 1,500,000 | $ 1,500,000 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | |
Deferred tax assets | |||||||
Inventories | $ 56,681 | $ 55,977 | |||||
Reserves and other accruals | 1,459 | 1,217 | |||||
Compensation accruals | 3,027 | 2,965 | |||||
Goodwill and intangible assets | 0 | 3,412 | |||||
Stock options | 2,727 | 2,377 | |||||
Net operating losses and tax credits | 15,334 | 42,664 | |||||
Other | 8,524 | 674 | |||||
Total deferred tax assets | 87,752 | 109,286 | |||||
Deferred tax liabilities | |||||||
Property and equipment | (298) | (1,568) | |||||
Unremitted earnings of foreign subsidiaries | (326) | (185) | |||||
Goodwill and intangible assets | 5,006 | 0 | |||||
Other | (8,950) | (7,281) | |||||
Total deferred tax liabilities | (14,580) | (9,034) | |||||
Valuation allowance | $ (13,337) | $ (37,920) | $ (13,337) | $ (18,602) | $ (18,602) | (13,337) | (37,920) |
Net deferred tax assets | 59,835 | $ 62,332 | |||||
Tax credit carryforward, amount | 11,100 | ||||||
Gross unrecognized income tax benefits | 4,800 | ||||||
Unrecognized tax benefits, interest | 600 | ||||||
Unrecognized tax benefits, penalties | 100 | ||||||
Decreases related to expiration of statute of limitations | (59) | (55) | (51) | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||||
Unrecognized tax benefits, beginning balance | 5,667 | 5,667 | 5,232 | 2,166 | |||
Increases related to tax positions taken during a prior year | 0 | 0 | 3,250 | ||||
Decreases related to tax positions taken during a prior year | 0 | 0 | 0 | ||||
Increases related to tax positions taken during the current year | 7,381 | 490 | 0 | ||||
Decreases related to settlements with taxing authorities | (1,423) | 0 | 0 | ||||
Decreases related to expiration of statute of limitations | (59) | (55) | (51) | ||||
Changes due to translation of foreign currencies | 0 | 0 | (133) | ||||
Unrecognized tax benefits, ending balance | 11,566 | 11,566 | 5,667 | 5,232 | |||
Valuation allowance for deferred tax assets | |||||||
Valuation allowance, beginning balance | 37,920 | 37,920 | 18,602 | 5,548 | |||
Valuation allowance recorded/ (released) during the period | (24,583) | 19,318 | 13,054 | ||||
Valuation allowance, ending balance | 13,337 | 13,337 | 37,920 | $ 18,602 | |||
Transition tax expense (benefit) | $ (100) | $ 9,200 | |||||
Foreign tax credit, valuation allowance released | $ 7,100 | ||||||
Foreign tax credits | |||||||
Valuation allowance for deferred tax assets | |||||||
Valuation allowance recorded/ (released) during the period | $ 500 | ||||||
Foreign tax authority | Tax Year 2021 | |||||||
Deferred tax liabilities | |||||||
Operating loss carryforwards | 10,600 | ||||||
Tax credit carryforward, amount | 11,100 | ||||||
State tax authority | Tax Year 2022 | |||||||
Deferred tax liabilities | |||||||
Operating loss carryforwards | $ 20,500 |
Stock-Based and Other Compens_3
Stock-Based and Other Compensation Arrangements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 24, 2019 | |
Employee Stock Option | |||||
Stock-Based and Other Compensation Arrangements | |||||
Vesting period | 3 years | ||||
Exercisable term | 10 years | ||||
Number of Shares | |||||
Outstanding at the beginning of the period (in shares) | 2,498,896 | 2,408,127 | |||
Granted (in shares) | 376,431 | ||||
Exercised (in shares) | (3,988) | ||||
Forfeited options (in shares) | (281,674) | ||||
Outstanding at the end of the period (in shares) | 2,498,896 | 2,408,127 | |||
Exercisable at the end of the period (in shares) | 2,135,597 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 13.80 | $ 14.35 | |||
Granted (in dollars per share) | 11.03 | ||||
Exercised (in dollars per share) | 9.29 | ||||
Forfeited options (in dollars per share) | 14.82 | ||||
Outstanding at the end of the period (in dollars per share) | 13.80 | $ 14.35 | |||
Exercisable at the end of the period (in dollars per share) | $ 14.36 | ||||
Weighted Average Remaining Contractual Life | |||||
Outstanding at the end of the period | 5 years 10 months 9 days | 6 years 4 months 9 days | |||
Exercisable at the end of the period | 5 years 4 months 17 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period | $ 541,000 | $ 643,000 | |||
Exercisable at the end of the period | 353,000 | ||||
Additional disclosures | |||||
Total intrinsic value of options exercised | 2,600 | 100,000 | $ 6,000,000 | ||
Stock-based compensation expense | 1,400,000 | 1,400,000 | 2,600,000 | ||
Unrecognized stock-based compensation cost | $ 1,100,000 | ||||
Unrecognized stock-based compensation expected to be recognised | 1 year 8 months 12 days | ||||
Exercise stock options cash proceeds, net | $ 37,100 | $ 100,000 | $ 2,700,000 | ||
Employee Stock Option | Time based vesting | |||||
Stock-Based and Other Compensation Arrangements | |||||
Unvested stock options (in shares) | 363,299 | ||||
Equity Incentive Award Plan 2014 | |||||
Stock-Based and Other Compensation Arrangements | |||||
Shares authorized for issuance | 12,000,819 | ||||
Shares remaining available for issuance | 6,731,517 | ||||
Merger Agreement | Forecast | Employee Stock Option | |||||
Additional disclosures | |||||
Stock-based compensation expense | $ 400,000 | ||||
Unrecognized stock-based compensation cost | $ 700,000 |
Stock-Based and Other Compens_4
Stock-Based and Other Compensation Arrangements (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Weighted Average Fair Value | |||
Shares withheld for tax obligation (in shares) | 213,427 | ||
Payment for tax withholding | $ 2,200 | $ 1,321 | $ 1,072 |
Restricted Stock | |||
Stock-Based and Other Compensation Arrangements | |||
Stock-based compensation expense | 7,900 | $ 7,800 | $ 3,800 |
Unrecognized stock-based compensation cost | $ 6,700 | ||
Unrecognized stock-based compensation expected to be recognised | 1 year 7 months 6 days | ||
Weighted Average Fair Value | |||
Granted (in dollars per share) | $ 9.16 | $ 8.10 | $ 12.63 |
Fair value of shares vested | $ 7,300 | $ 5,700 | $ 5,300 |
Fair value of shares granted | 7,100 | 11,400 | 11,100 |
Tax benefits realized from tax deductions associated with option exercised and restricted share activity | $ 200 | $ 100 | $ 900 |
Restricted Stock | Employee | |||
Stock-Based and Other Compensation Arrangements | |||
Granted (in shares) | 716,512 | ||
Vesting period | 3 years | ||
Shares | |||
Granted (in shares) | 716,512 | ||
Restricted Stock | Director | |||
Stock-Based and Other Compensation Arrangements | |||
Granted (in shares) | 67,012 | 104,663 | 68,493 |
Shares | |||
Granted (in shares) | 67,012 | 104,663 | 68,493 |
Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Performance period | 3 years | ||
Restricted Stock and Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Granted (in shares) | 783,524 | ||
Shares | |||
Outstanding at start of year (in shares) | 1,461,090 | ||
Granted (in shares) | 783,524 | ||
Vested (in shares) | (749,544) | ||
Forfeited (in shares) | (167,827) | ||
Outstanding at end of year (in shares) | 1,327,243 | 1,461,090 | |
Weighted Average Fair Value | |||
Outstanding at start of year (in dollars per share) | $ 8.89 | ||
Granted (in dollars per share) | 9.16 | ||
Vested (in dollars per share) | 9.80 | ||
Forfeited (in dollars per share) | 10.29 | ||
Outstanding at end of year (in dollars per share) | $ 8.67 | $ 8.89 | |
Employee Stock Option | |||
Stock-Based and Other Compensation Arrangements | |||
Vesting period | 3 years | ||
Stock-based compensation expense | $ 1,400 | $ 1,400 | $ 2,600 |
Unrecognized stock-based compensation expected to be recognised | 1 year 8 months 12 days | ||
Weighted average assumptions used to value the option grants | |||
Expected life | 6 years | 6 years | 6 years |
Volatility (as a percent) | 34.11% | 33.85% | 30.94% |
Risk free interest rate (as a percent) | 2.99% | 2.07% | 1.33% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted average fair value per option at grant date for options issued (in dollars per share) | $ 4.31 | $ 3.46 | $ 4.37 |
Minimum | Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Target shares percent | 0.00% | ||
Maximum | Performance-Related Restricted Stock Units | |||
Stock-Based and Other Compensation Arrangements | |||
Target shares percent | 200.00% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |||
Maximum percentage of employee gross pay the employee may contribute to a defined contribution plan. | 60.00% | ||
Employer contributions | $ 2.8 | $ 2.4 | $ 2.4 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash payments for: | |||
Interest | $ 46,057 | $ 42,659 | $ 33,386 |
Income taxes | 9,466 | 7,160 | 10,287 |
Schedule of non-cash investing and financing activities: | |||
Property and equipment acquired pursuant to capital leases | $ 1,071 | $ 2,816 | $ 3,891 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 432,291 | $ 442,374 | $ 426,474 | $ 395,311 | $ 406,817 | $ 410,359 | $ 390,183 | $ 363,091 | $ 1,696,450 | $ 1,570,450 | $ 1,429,429 |
Gross profit | 90,134 | 105,870 | 108,747 | 98,342 | 98,800 | 104,197 | 105,735 | 94,424 | 403,093 | 403,156 | 361,907 |
Net income (loss) | $ (11,048) | $ 14,114 | $ 12,010 | $ 6,293 | $ 7,274 | $ 10,754 | $ 15,000 | $ (374) | $ 21,369 | $ 32,654 | $ (237,346) |
Basic net (loss) income per share (in dollars per share) | $ (0.11) | $ 0.14 | $ 0.12 | $ 0.06 | $ 0.07 | $ 0.11 | $ 0.15 | $ 0 | $ 0.21 | $ 0.33 | $ (2.40) |
Diluted net (loss) income per share (in dollars per share) | $ (0.11) | $ 0.14 | $ 0.12 | $ 0.06 | $ 0.07 | $ 0.11 | $ 0.15 | $ 0 | $ 0.21 | $ 0.33 | $ (2.40) |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Segment Reporting | |||||||||||
Number of operating segments | segment | 3 | ||||||||||
Net sales | $ 432,291 | $ 442,374 | $ 426,474 | $ 395,311 | $ 406,817 | $ 410,359 | $ 390,183 | $ 363,091 | $ 1,696,450 | $ 1,570,450 | $ 1,429,429 |
Income (loss) from operations | 78,512 | 109,468 | (208,795) | ||||||||
Interest expense, net | 51,023 | 48,880 | 39,821 | ||||||||
Capital expenditures | 21,121 | 5,666 | 8,923 | ||||||||
Depreciation and amortization | 29,376 | 29,256 | 28,352 | ||||||||
Payroll and personnel costs | 9,900 | 10,300 | 10,100 | ||||||||
Stock-based compensation expense | 5,700 | 5,700 | 3,400 | ||||||||
Professional fees | 28,300 | 22,200 | |||||||||
Other corporate expenses | 1,200 | 1,200 | |||||||||
Professional fees and other corporate expenses | 6,800 | ||||||||||
Goodwill impairment charge | 0 | 0 | 311,114 | ||||||||
Total assets | 1,794,798 | 1,794,798 | 1,789,476 | ||||||||
Goodwill | 266,644 | 266,644 | 266,644 | 266,644 | 266,644 | ||||||
Unallocated Corporate Costs | |||||||||||
Segment Reporting | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Income (loss) from operations | (45,086) | (39,383) | (20,260) | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Capital expenditures | 0 | 0 | |||||||||
Depreciation and amortization | $ 0 | $ 0 | $ 0 | ||||||||
Customer concentration risk | Sales revenue | |||||||||||
Segment Reporting | |||||||||||
Concentration risk | 13.00% | 11.00% | 11.00% | ||||||||
Americas | |||||||||||
Segment Reporting | |||||||||||
Goodwill impairment charge | $ 308,400 | ||||||||||
Goodwill | 204,183 | 204,183 | $ 204,183 | $ 204,183 | 204,183 | ||||||
Americas | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 1,384,675 | 1,271,893 | 1,142,366 | ||||||||
Income (loss) from operations | 117,239 | 128,908 | (213,501) | ||||||||
Interest expense, net | 45,313 | 43,499 | 35,936 | ||||||||
Capital expenditures | 18,881 | 4,917 | 5,659 | ||||||||
Depreciation and amortization | 25,063 | 25,458 | 24,765 | ||||||||
Total assets | 1,461,556 | 1,461,556 | 1,485,453 | ||||||||
Goodwill | 204,183 | 204,183 | 204,183 | ||||||||
EMEA | |||||||||||
Segment Reporting | |||||||||||
Goodwill | 51,190 | 51,190 | 51,190 | 51,190 | 51,190 | ||||||
EMEA | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 260,617 | 262,087 | 258,072 | ||||||||
Income (loss) from operations | 1,779 | 17,926 | 25,138 | ||||||||
Interest expense, net | 5,612 | 5,281 | 3,786 | ||||||||
Capital expenditures | 1,531 | 533 | 3,165 | ||||||||
Depreciation and amortization | 3,937 | 3,484 | 3,321 | ||||||||
Total assets | 269,205 | 269,205 | 248,937 | ||||||||
Goodwill | 51,190 | 51,190 | 51,190 | ||||||||
APAC | |||||||||||
Segment Reporting | |||||||||||
Goodwill impairment charge | 2,700 | ||||||||||
Goodwill | 11,271 | $ 11,271 | 11,271 | 11,271 | 11,271 | ||||||
APAC | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Net sales | 51,158 | 36,470 | 28,991 | ||||||||
Income (loss) from operations | 4,580 | 2,017 | (172) | ||||||||
Interest expense, net | 98 | 100 | 99 | ||||||||
Capital expenditures | 709 | 216 | 99 | ||||||||
Depreciation and amortization | 376 | 314 | $ 266 | ||||||||
Total assets | 64,037 | 64,037 | 55,086 | ||||||||
Goodwill | $ 11,271 | 11,271 | $ 11,271 | ||||||||
Merger Agreement | |||||||||||
Segment Reporting | |||||||||||
Professional fees | $ 8,200 |
Segment Reporting (Details 2)
Segment Reporting (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting | |||||||||||
Sales | $ 432,291 | $ 442,374 | $ 426,474 | $ 395,311 | $ 406,817 | $ 410,359 | $ 390,183 | $ 363,091 | $ 1,696,450 | $ 1,570,450 | $ 1,429,429 |
% of Total Sales | 100.00% | 100.00% | 100.00% | ||||||||
Long-lived assets | 211,422 | $ 211,422 | $ 218,209 | ||||||||
Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 777,946 | $ 732,892 | $ 665,224 | ||||||||
% of Total Sales | 45.90% | 46.70% | 46.60% | ||||||||
Chemicals | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 726,873 | $ 656,959 | $ 602,039 | ||||||||
% of Total Sales | 42.80% | 41.80% | 42.10% | ||||||||
Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 123,054 | $ 114,875 | $ 100,160 | ||||||||
% of Total Sales | 7.30% | 7.30% | 7.00% | ||||||||
Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 33,143 | $ 36,212 | $ 34,566 | ||||||||
% of Total Sales | 2.00% | 2.30% | 2.40% | ||||||||
Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 35,434 | $ 29,512 | $ 27,440 | ||||||||
% of Total Sales | 2.00% | 1.90% | 1.90% | ||||||||
United States of America | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,260,444 | $ 1,173,429 | $ 1,062,523 | ||||||||
% of Total Sales | 74.30% | 74.70% | 74.30% | ||||||||
Long-lived assets | 169,716 | $ 169,716 | $ 169,377 | ||||||||
United Kingdom | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 191,725 | $ 182,124 | $ 179,160 | ||||||||
% of Total Sales | 11.30% | 11.60% | 12.50% | ||||||||
Other foreign countries | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 244,281 | $ 214,897 | $ 187,746 | ||||||||
% of Total Sales | 14.40% | 13.70% | 13.20% | ||||||||
All foreign countries | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 436,006 | $ 397,021 | $ 366,906 | ||||||||
% of Total Sales | 25.70% | 25.30% | 25.70% | ||||||||
Long-lived assets | $ 41,706 | $ 41,706 | $ 48,832 | ||||||||
Americas | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,384,675 | $ 1,271,893 | $ 1,142,366 | ||||||||
% of Total Sales | 100.00% | 100.00% | 100.00% | ||||||||
Americas | Operating Segments | Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 643,169 | $ 604,448 | $ 533,064 | ||||||||
% of Total Sales | 46.50% | 47.50% | 46.70% | ||||||||
Americas | Operating Segments | Chemicals | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 575,211 | $ 508,031 | $ 465,722 | ||||||||
% of Total Sales | 41.50% | 39.90% | 40.80% | ||||||||
Americas | Operating Segments | Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 113,618 | $ 106,393 | $ 92,869 | ||||||||
% of Total Sales | 8.20% | 8.40% | 8.10% | ||||||||
Americas | Operating Segments | Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 23,986 | $ 28,221 | $ 27,570 | ||||||||
% of Total Sales | 1.70% | 2.20% | 2.40% | ||||||||
Americas | Operating Segments | Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 28,691 | $ 24,800 | $ 23,141 | ||||||||
% of Total Sales | 2.10% | 2.00% | 2.00% | ||||||||
EMEA | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 260,617 | $ 262,087 | $ 258,072 | ||||||||
% of Total Sales | 100.00% | 100.00% | 100.00% | ||||||||
EMEA | Operating Segments | Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 117,926 | $ 119,438 | $ 127,167 | ||||||||
% of Total Sales | 45.30% | 45.60% | 49.30% | ||||||||
EMEA | Operating Segments | Chemicals | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 123,244 | $ 124,832 | $ 114,435 | ||||||||
% of Total Sales | 47.30% | 47.60% | 44.30% | ||||||||
EMEA | Operating Segments | Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 8,196 | $ 7,939 | $ 7,108 | ||||||||
% of Total Sales | 3.10% | 3.00% | 2.80% | ||||||||
EMEA | Operating Segments | Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 6,039 | $ 6,394 | $ 5,600 | ||||||||
% of Total Sales | 2.30% | 2.40% | 2.20% | ||||||||
EMEA | Operating Segments | Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 5,212 | $ 3,484 | $ 3,762 | ||||||||
% of Total Sales | 2.00% | 1.40% | 1.40% | ||||||||
APAC | Operating Segments | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 51,158 | $ 36,470 | $ 28,991 | ||||||||
% of Total Sales | 100.00% | 100.00% | 100.00% | ||||||||
APAC | Operating Segments | Hardware | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 16,851 | $ 9,006 | $ 4,993 | ||||||||
% of Total Sales | 32.90% | 24.70% | 17.20% | ||||||||
APAC | Operating Segments | Chemicals | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 28,418 | $ 24,096 | $ 21,882 | ||||||||
% of Total Sales | 55.60% | 66.10% | 75.50% | ||||||||
APAC | Operating Segments | Electronic components | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,240 | $ 543 | $ 183 | ||||||||
% of Total Sales | 2.40% | 1.50% | 0.60% | ||||||||
APAC | Operating Segments | Bearings | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 3,118 | $ 1,597 | $ 1,396 | ||||||||
% of Total Sales | 6.10% | 4.40% | 4.80% | ||||||||
APAC | Operating Segments | Machined parts and other | |||||||||||
Segment Reporting | |||||||||||
Sales | $ 1,531 | $ 1,228 | $ 537 | ||||||||
% of Total Sales | 3.00% | 3.30% | 1.90% |
Uncategorized Items - wair20190
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 429,000 |