Notes to the Consolidated Financial Statements
Note 1. 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
56
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.
Note 2. 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.
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, 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 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
Cost and
Expenses
|
|
Write-offs
|
|
Balance at
End of Period
|
Year ended September 30, 2018
|
$
|
3,109
|
|
|
$
|
(27
|
)
|
|
$
|
(205
|
)
|
|
$
|
2,877
|
|
Year ended September 30, 2017
|
3,846
|
|
|
(133
|
)
|
|
(604
|
)
|
|
3,109
|
|
Year ended September 30, 2016
|
5,892
|
|
|
(846
|
)
|
|
(1,200
|
)
|
|
3,846
|
|
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
$1.2 million
,
$1.5 million
and
$1.9 million
as of
September 30, 2018
,
2017
, and
2016
, 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. 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. A full E&O write-down is recorded for on-hand quantities in excess of this forecasted demand. Our chemical inventory, which has a limited shelf-life, becomes obsolete when it has aged past its shelf-life and cannot be recertified and is no longer usable or able to be sold. Therefore, we typically maintain lower on-hand quantities of chemical products. A full E&O write-down is recorded for on-hand quantities which cannot be sold due to expiration or quantities in excess of forecasted demand. During the years ended
September 30, 2018
,
2017
and
2016
, we recorded a provision of
$16.8 million
, $
12.9 million
and
$14.6 million
, respectively, to write down E&O inventory to net realizable value.
Property and Equipment
Property and equipment are stated at cost, less accumulated amortization and depreciation, 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. 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. Impairment losses are measured as the amount by which the carrying values of the primary assets exceed their fair values.
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. Amortization of deferred debt issuance costs was
$5.7 million
,
$6.1 million
and
$4.6 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively. As of
September 30, 2018
and
2017
, the remaining unamortized deferred debt issuance costs are
$11.6 million
and
$15.4 million
, respectively, of which
$8.8 million
and
$11.7 million
, respectively, was offset against the long-term debt.
Goodwill and Indefinite-Lived Intangible Assets
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 operating unit under each of the three operating segments, Americas, EMEA and APAC.
We test goodwill for impairment by performing a qualitative process, or a two-step quantitative assessment process. The first step of the quantitative process involves comparing the carrying value of net assets, including goodwill, to the fair value of the reporting unit. If the fair value exceeds its carrying amount, goodwill is not considered impaired and the second step of the process is unnecessary. If the carrying amount of a reporting unit’s goodwill exceeds its fair value, the second step measures the impairment loss, if any.
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 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.
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 value of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. We performed our goodwill impairment tests during the year ended September 30,
2017
, which resulted in an interim goodwill impairment charge of
$311.1 million
. Refer to Note 8 for additional information.
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.
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 Recognition
We recognize product and service revenue when (1) persuasive evidence of an arrangement exists, (2) title transfers to the customer, (3) the sales price charged is fixed or determinable, and (4) collection is reasonably assured. In instances where title does not pass to the customer upon shipment, we recognize revenue upon delivery or customer acceptance, depending on the terms of the sales contract.
In connection with the sales of our products, we often provide certain supply chain management services to our JIT customers. These services include the timely replenishment of products at the customer site, while also minimizing the customer’s on-hand inventory. We provide these services contemporaneously with the delivery of the product, and as such, once the product is 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 product, at which point we have satisfied our obligations to the customer. We do not account for these services as a separate element, as the services do not have stand-alone value and cannot be separated from the product element of the arrangement. Additionally, we do not present service revenues apart from product revenues, as the service revenues represent less than
10%
of our consolidated net sales.
We report revenue on a gross or net basis, based on management’s assessment of whether we act as a principal or agent in the transaction, in our presentation of net sales and costs of sales. If we are the principal in the transaction and have the risks and rewards of ownership, the transactions are recorded as gross in the consolidated statements of comprehensive income. 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. The majority of our revenue is recorded on a gross basis with the exception of certain gas, energy and chemical manager service contracts that are recorded as net revenue.
We also enter into sales rebates and profit-sharing arrangements. Such customer incentives 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. Sales tax collected from customers is excluded from net sales in the consolidated statements of comprehensive income.
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.
Shipping and Handling Costs
We record revenue for shipping and handling billed to our customers. Shipping and handling revenues were
$3.9 million
,
$4.6 million
and
$5.1 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively.
Shipping and handling costs are primarily included in cost of sales. Total shipping and handling costs were
$33.5 million
,
$31.4 million
and
$28.0 million
for the years ended
September 30, 2018
,
2017
and
2016
, 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, 2018
,
2017
and
2016
, we made
12%
,
13%
, and
12%
, respectively, of our purchases from Precision Castparts Corp. and the amounts payable to this supplier were
4%
and
6%
of total accounts payable at
September 30, 2018
and
2017
, respectively. Additionally, for the years ended
September 30, 2018
,
2017
and
2016
, we made
8%
,
9%
, and
8%
, respectively, of our purchases from Arconic and the amounts payable to this supplier were
6%
and
6%
of total accounts payable
at
September 30, 2018
and
2017
, 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, 2018
and
2017
, we derived approximately
11%
of our total net sales from one individual customer. For the year ended September 30,
2016
, we did not derive
10%
or more of our total net sales from any individual customer. 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
14%
,
16%
and
15%
of our net sales during fiscal
2018
,
2017
and
2016
, 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 income (expense), net in the consolidated statements of comprehensive income. For the years ended
September 30, 2018
,
2017
and
2016
, realized foreign currency transaction gains were
$0.3 million
,
$0.1 million
and
$3.2 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
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.
Note 3. 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 Update, 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 May 2017, the FASB issued 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. ASU 2017-09 is effective for the Company in fiscal year 2019. Early adoption is
permitted. We do not anticipate the adoption of ASU 2017-09 will have a significant impact on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04,
Intangibles-Goodwill and Other: 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. We do not anticipate the adoption of ASU 2017-04 will have a significant impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is amended by ASU2018-01, ASU 2018-10 and ASU 2018-11 that were issued by FASB in January 2018, July 2018 and July 2018, 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 shall be used when adopting ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. The amended ASU 2016-02 is effective for the Company in fiscal year 2020 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. As of
September 30, 2018
, total future minimum payments under our operating leases amounted to
$50.8 million
.
In January 2016, the FASB issued 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 (excluding investments recorded under the equity method), financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for the Company in fiscal year 2019, with early adoption permitted for certain provisions. We do not anticipate the adoption of ASU 2016-01 will have a significant impact on our consolidated financial statements.
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. The effective date for the amended ASU 2014-09 for the Company is fiscal year 2019, including interim reporting periods within that reporting period.
To assess the impact of this new standard, the Company established an implementation project team, identified its revenue streams and contracts with customers across our businesses and applied the principles of the new standard against a selection of contracts to assist in the determination of potential revenue accounting differences. Based on our assessment, we do not anticipate that the adoption of this revised guidance will have a significant impact on our financial position, results of operations or cash flows. Our hardware product revenues will continue to be recognized as shipments are made and control transfers to the customer. Revenues for products and services provided under our
chemical management
service contracts will be recognized over time as control transfers to the customer
.
The Company has designed and implemented internal controls, policies and processes to comply with the new standard
. We
adopted Topic 606 in the first quarter of fiscal 2019 using the modified retrospective method of adoption, which resulted in no changes to the opening consolidated balance sheet as of October 1, 2018
.
Adopted Accounting Standards Updates
Effective July 1, 2018, we early adopted
ASU 2018-02,
Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
,
which
allows companies to reclassify from AOCI to retained earnings stranded tax effects resulting from the enactment of the Tax Act. ASU 2018-02 was enacted on December 22, 2017 and requires certain disclosures about the stranded tax effects. An entity has the option of applying the new guidance at the beginning of the period of adoption or retrospectively to each period (or periods) in which the tax effects related to items remaining in accumulated other comprehensive income are recognized. We elected not to reclassify prior periods. Adoption of this standard resulted in an increase of
$0.4 million
to retained earnings as of July 1, 2018 due to the reclassification of the stranded tax effects as a result of the Tax Act from AOCI to retained earnings. This reclassification is reflected in the "Effect of adoption of accounting standard" line in the consolidated statements of stockholders' equity.
Effective April 1, 2018, we early adopted
ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,
which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. ASU 2017-12 expands the eligibility of hedging strategies that qualify for hedge accounting, changes the assessment of hedge effectiveness and modifies the presentation and disclosure of hedging activities.
The adoption of ASU 2017-12 did not have a material impact on our consolidated financial statements.
Effective October 1, 2017, we early adopted ASU 2016-07,
Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting
. ASU 2016-07 eliminates the requirement that when an investment subsequently qualifies for use of the equity method as a result of an increase in level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. In addition, ASU 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The adoption of ASU 2016-07 did not have a material impact on our consolidated financial statements.
Effective October 1, 2017, we adopted ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
, which requires an entity to measure inventory at the lower of cost or net realizable value and eliminates current GAAP options for measuring market value. ASU 2015-11 defines realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of ASU 2015-11 did not have a material impact on our consolidated financial statements.
Note 4. 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 May 31, 2027. 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, 2018
are as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third
Party
|
|
Related
Party
|
|
Total
|
Years Ended September 30,
|
|
|
|
|
|
2019
|
$
|
10,575
|
|
|
$
|
1,864
|
|
|
$
|
12,439
|
|
2020
|
9,364
|
|
|
317
|
|
|
9,681
|
|
2021
|
7,583
|
|
|
170
|
|
|
7,753
|
|
2022
|
6,382
|
|
|
283
|
|
|
6,665
|
|
2023
|
5,539
|
|
|
278
|
|
|
5,817
|
|
Thereafter
|
8,160
|
|
|
270
|
|
|
8,430
|
|
|
$
|
47,603
|
|
|
$
|
3,182
|
|
|
$
|
50,785
|
|
Total rent expense for the years ended
September 30, 2018
,
2017
and
2016
was
$13.4 million
,
$12.6 million
and
$11.9 million
, respectively.
Capital Lease Commitments
We lease certain equipment under capital lease agreements that require minimum monthly payments that expire at various dates through February 29, 2024. The gross amount of these leases at
September 30, 2018
and
September 30, 2017
are
$4.8 million
and
$5.3 million
, respectively.
Future minimum lease payments under capital lease agreements as of
September 30, 2018
are as follows (in thousands):
|
|
|
|
|
Years Ended September 30,
|
|
2019
|
$
|
2,311
|
|
2020
|
1,292
|
|
2021
|
474
|
|
2022
|
401
|
|
2023
|
215
|
|
Thereafter
|
66
|
|
|
4,759
|
|
Less: Interest
|
(226
|
)
|
Total
|
$
|
4,533
|
|
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
We are involved in various legal matters that arise in the ordinary course of business. Management, after consulting with outside legal counsel, believes that the ultimate outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows. There can be no assurance, however, that such actions will not be material or adversely affect our business, financial position and results of operations or cash flows.
Note 5. Inventory
Our inventory is comprised solely of finished goods.
Charges to cost of sales for E&O provisions and related items were
$16.8
million,
$12.9
million and
$14.6
million in the years ended
September 30, 2018
,
2017
and
2016
, respectively. We believe that these amounts appropriately write-down E&O inventory to its net realizable value.
Note 6. 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 2018 and the third and fourth quarters of fiscal 2017. We incurred expense of
$0.1 million
,
$0.6 million
and
$1.3 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively, related to this management agreement.
These amounts were paid to The Carlyle Group during the years ended
September 30, 2018
,
2017
and
2016
.
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
$1.9 million
,
$1.6 million
and
$1.8 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively (see Note 4).
Note 7. Property and Equipment, net
Property and equipment, net, consists of the following at
September 30
(in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Land, buildings and improvements
|
$
|
31,966
|
|
|
$
|
31,202
|
|
Machinery and equipment
|
22,321
|
|
|
21,265
|
|
Furniture and fixtures
|
7,930
|
|
|
8,011
|
|
Vehicles
|
859
|
|
|
942
|
|
Computer hardware and software
|
56,643
|
|
|
50,395
|
|
Construction in progress
|
3,684
|
|
|
4,300
|
|
|
123,403
|
|
|
116,115
|
|
Less: accumulated depreciation
|
(79,198
|
)
|
|
(65,760
|
)
|
Property and equipment, net
|
$
|
44,205
|
|
|
$
|
50,355
|
|
At
September 30, 2018
and
2017
, property and equipment included assets of
$18.4 million
, and
$15.6 million
respectively, acquired under capital lease arrangements. Accumulated amortization of assets acquired under capital leases was
$11.3 million
and
$7.9 million
as of
September 30, 2018
and
2017
, respectively.
Depreciation and amortization expense for property and equipment was
$14.4 million
,
$13.4 million
and
$12.1 million
during the years ended
September 30, 2018
,
2017
and
2016
, respectively (including amortization expense of
$3.4 million
,
$2.5 million
and
$1.5 million
on assets acquired under capital leases for the years ended
September 30, 2018
,
2017
and
2016
, respectively).
Note 8. Goodwill and Intangible Assets, net
Goodwill
A reconciliation of our goodwill balance is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
September 30,
|
|
EMEA
September 30,
|
|
APAC
September 30,
|
|
Consolidated
September 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Beginning balance, gross
|
$
|
773,384
|
|
|
$
|
773,384
|
|
|
$
|
51,190
|
|
|
$
|
53,297
|
|
|
$
|
16,955
|
|
|
$
|
16,955
|
|
|
$
|
841,529
|
|
|
$
|
843,636
|
|
Accumulated impairment
|
(569,201
|
)
|
|
(260,798
|
)
|
|
—
|
|
|
—
|
|
|
(5,684
|
)
|
|
(2,973
|
)
|
|
(574,885
|
)
|
|
(263,771
|
)
|
Beginning balance, net
|
$
|
204,183
|
|
|
$
|
512,586
|
|
|
$
|
51,190
|
|
|
$
|
53,297
|
|
|
$
|
11,271
|
|
|
$
|
13,982
|
|
|
$
|
266,644
|
|
|
$
|
579,865
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
Goodwill impairment
|
—
|
|
|
(308,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,711
|
)
|
|
—
|
|
|
(311,114
|
)
|
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, 2018. The results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values.
As previously disclosed, as of June 30, 2017, we performed a two-step quantitative assessment on goodwill impairment on all our reporting units, which was triggered by events identified in our quarterly Step 0 qualitative assessment. As a result, we recognized a total impairment charge of
$311.1 million
. We also performed our fiscal year 2017 annual
goodwill impairment test as of July 1, 2017, concurrent with our restructuring of our reporting units, which indicated no impairment for any of the
three
new reporting units, Americas, EMEA and APAC. Out of the
$311.1 million
goodwill impairment charge,
$308.4 million
was assigned to the Americas reporting unit and
$2.7 million
was assigned to the APAC reporting unit based on their relative fair value as of July 1, 2018. See Note 8 of the Notes to Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended September 30, 2017 for additional information.
Intangible Assets
As of
September 30, 2018
and
2017
, the gross amounts and accumulated amortization of intangible assets is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
Customer relationships (12 to 20 year life)
|
$
|
172,603
|
|
|
$
|
(75,102
|
)
|
|
$
|
172,603
|
|
|
$
|
(64,319
|
)
|
Trademarks (5 years to indefinite life)
|
52,930
|
|
|
(4,583
|
)
|
|
52,930
|
|
|
(3,610
|
)
|
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
|
|
|
(14,670
|
)
|
|
32,260
|
|
|
(11,572
|
)
|
Total intangible assets
|
$
|
263,577
|
|
|
$
|
(100,139
|
)
|
|
$
|
263,577
|
|
|
$
|
(85,285
|
)
|
Estimated future intangible amortization expense as of
September 30, 2018
is as follows (in thousands):
|
|
|
|
|
2019
|
$
|
14,855
|
|
2020
|
14,721
|
|
2021
|
14,317
|
|
2022
|
14,317
|
|
2023
|
14,317
|
|
Thereafter
|
53,078
|
|
|
$
|
125,605
|
|
Amortization expense included in the statements of comprehensive income (loss) for the years ended
September 30, 2018
,
2017
and
2016
was
$14.9 million
,
$14.9 million
and
$15.8 million
, respectively. In addition to amortizing intangibles, we assigned an indefinite life to the Wesco Aircraft trademark. As of
September 30, 2018
and
2017
, the trademark had a carrying value of
$37.8 million
.
Note 9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
2018
|
|
2017
|
Accrued compensation and related expenses
|
$
|
18,590
|
|
|
$
|
16,271
|
|
Accrual for professional fees
|
951
|
|
|
951
|
|
Accrued customer rebates
|
5,604
|
|
|
4,240
|
|
Accrued taxes (property, sales and use)
|
1,083
|
|
|
2,083
|
|
Deferred revenue
|
971
|
|
|
301
|
|
Accrual for severance and other expenses
|
1,203
|
|
|
354
|
|
Interest rate swap
|
289
|
|
|
2,462
|
|
Other accruals
|
14,076
|
|
|
8,667
|
|
Accrued expenses and other current liabilities
|
$
|
42,767
|
|
|
$
|
35,329
|
|
Note 10. Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, accounts receivable and payable, accrued and 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 agreements 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 instrument were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
Term loan A
|
$
|
360,000
|
|
|
$
|
357,840
|
|
|
$
|
380,000
|
|
|
$
|
376,960
|
|
Term loan B
|
440,562
|
|
|
432,192
|
|
|
440,562
|
|
|
428,667
|
|
Revolving facility
|
54,000
|
|
|
54,000
|
|
|
55,000
|
|
|
55,000
|
|
Interest rate swap hedge assets (liabilities), net
|
1,807
|
|
|
1,807
|
|
|
(3,365
|
)
|
|
(3,365
|
)
|
Note 11. Long-Term Debt
Long-term debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
|
|
Principal
Amount
|
|
Deferred Debt Issuance Costs
|
|
Carrying
Amount
|
|
Principal
Amount
|
|
Deferred Debt Issuance Costs
|
|
Carrying
Amount
|
Term loan A facility
|
|
$
|
360,000
|
|
|
$
|
(5,842
|
)
|
|
$
|
354,158
|
|
|
$
|
380,000
|
|
|
$
|
(7,562
|
)
|
|
$
|
372,438
|
|
Term loan B facility
|
|
440,562
|
|
|
(2,943
|
)
|
|
437,619
|
|
|
440,562
|
|
|
(4,162
|
)
|
|
436,400
|
|
Revolving facility
|
|
54,000
|
|
|
—
|
|
|
54,000
|
|
|
55,000
|
|
|
—
|
|
|
55,000
|
|
|
|
854,562
|
|
|
(8,785
|
)
|
|
845,777
|
|
|
875,562
|
|
|
(11,724
|
)
|
|
863,838
|
|
Less: current portion
|
|
74,000
|
|
|
—
|
|
|
74,000
|
|
|
75,000
|
|
|
—
|
|
|
75,000
|
|
Non-current portion
|
|
$
|
780,562
|
|
|
$
|
(8,785
|
)
|
|
$
|
771,777
|
|
|
$
|
800,562
|
|
|
$
|
(11,724
|
)
|
|
$
|
788,838
|
|
Aggregate maturities of long-term debt as of
September 30, 2018
are as follows (in thousands):
|
|
|
|
|
Years Ended September 30,
|
|
2019
|
$
|
74,000
|
|
2020
|
20,000
|
|
2021
|
760,562
|
|
|
$
|
854,562
|
|
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.” On November 2, 2017, we entered into the Sixth Amendment to the Credit Agreement (the Sixth Amendment). For additional information about the Sixth Amendment, see “—Sixth Amendment to Senior Secured Credit Facilities” below.
As of
September 30, 2018
, our outstanding indebtedness under our Credit Facilities was
$854.6 million
, which consisted of (1)
$360.0 million
of indebtedness under the term loan A facility, (2)
$54 million
of indebtedness under the revolving facility, and (3)
$440.6 million
of indebtedness under the term loan B facility. As of
September 30, 2018
,
$126.0
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, 2018
, we borrowed $
67.5 million
under the revolving facility, and made our required payments of
$20.0 million
under the term loan A facility and voluntary prepayments totaling
$68.5 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 (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of
September 30, 2018
, the interest rate for borrowings under the term loan A facility was
5.25%
, 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, 2018
, the interest rate for borrowings under the term loan B facility was
4.75%
, which approximated the effective interest rate. We have three interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note 12 below.
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 (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of
September 30, 2018
, the weighted-average interest rate for borrowings under the revolving facility was
5.15%
.
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 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), has been granted to the lenders under the Credit Facilities.
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. As disclosed below in the description of the Sixth Amendment, 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
6.00
for the quarter ending
September 30, 2018
. As of
September 30, 2018
, we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was
4.18
. Based on our current covenants and forecasts, we expect to be in compliance for the one year period after
November 15, 2018
. For additional information about our Consolidated Total Leverage Ratio, including an overview of the applicable step-down schedule, see “—Sixth Amendment to Senior Secured Credit Facilities” below.
Sixth Amendment to Senior Secured Credit Facilities
The Sixth Amendment modified the Credit Agreement to increase the Excess Cash Flow Percentage (as such term is defined in the Credit Agreement) to
75%
, provided that the Excess Cash Flow Percentage shall be reduced to (i)
50%
, if the Consolidated Total Leverage Ratio is less than
4.00
but greater than or equal to
3.00
, (ii)
25%
, if the Consolidated Total Leverage Ratio is less than
3.00
but greater than or equal to
2.50
and (iii)
0%
, if the Consolidated Total Leverage Ratio is less than
2.50
.
The Sixth Amendment further modified the Credit Agreement to reduce the maximum amount permitted to be incurred under the Capped Incremental Facility (as such term is defined in the Credit Agreement) to
zero
, unless the Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement), after giving effect to the incurrence of any incremental loans or commitments and the use of proceeds thereof, on a pro forma basis, would be (i) less than
4.00
but greater than or equal to
3.50
, in which case the Capped Incremental Facility would be increased to
$75.0 million
or (ii) less than
3.50
, in which case the Capped Incremental Facility would be increased to
$150.0 million
.
The Sixth Amendment also modified the Credit Agreement to increase the Consolidated Total Leverage Ratio levels in the financial covenant set forth in the Credit Agreement to a maximum
6.25
for the quarters ending September 30, 2017, December 31, 2017 and March 31, 2018, with step-downs to
6.00
for the quarters ending June 30, 2018 and September 30, 2018;
5.75
for the quarter ending December 31, 2018;
5.50
for the quarter ending March 31, 2019;
5.25
for the quarter ending June 30, 2019;
4.75
for the quarters ending September 30, 2019, December 31, 2019 and March 31, 2020;
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.
As a result of the Sixth Amendment, we incurred
$1.9 million
in fees that were capitalized and will be amortized over the remaining life of the related debt,
$1.3 million
of which was related to the term loan A facility and
$0.6 million
of which was related to the revolving facility. Pursuant to GAAP, the Sixth Amendment is accounted for as a debt modification. As a result, the unamortized deferred debt issuance costs related to the term loan A and the revolving facility prior to the Sixth Amendment were added to the
$1.9 million
of deferred debt issuance costs related to the Sixth Amendment and will be amortized over the remaining life of the term loan A and the revolving facility. 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, which 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, 2017
|
|
$
|
7,562
|
|
|
$
|
4,162
|
|
|
$
|
3,676
|
|
|
$
|
15,400
|
|
Deferred debt issuance costs for the Sixth Amendment
|
|
1,291
|
|
|
—
|
|
|
609
|
|
|
1,900
|
|
Amortization of deferred debt issuance costs
|
|
(3,011
|
)
|
|
(1,219
|
)
|
|
(1,458
|
)
|
|
(5,688
|
)
|
Deferred debt issuance costs as of September 30, 2018
|
|
$
|
5,842
|
|
|
$
|
2,943
|
|
|
$
|
2,827
|
|
|
$
|
11,612
|
|
UK Line of Credit
Our subsidiary, Wesco Aircraft EMEA, has a
£5.0 million
(
$6.5 million
based on the
September 30, 2018
exchange rate) line of credit that automatically renews annually on October 1. The line of credit bears interest based on the
base rate
plus an applicable margin of
1.65%
. As of
September 30, 2018
, 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.
Note 12. Derivative Financial Instruments
We use derivative instruments primarily to manage exposures to foreign currency exchange rates and interest rates. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with fluctuations in foreign exchange rates and changes in interest rates. Our derivatives expose us to credit risk to the extent that the counter-parties may be unable to meet the terms of the agreement. We, however, seek to mitigate such risks by limiting our counter-parties to major financial institutions. In addition, the potential risk of loss with any one counter-party resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counter-parties.
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 this objective, we primarily use interest rate swaps as part of its 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 three interest rate swap agreements outstanding, which 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 first interest rate swap agreement (the "First Swap Agreement") has an amortizing notional amount, which was
$275.0 million
through
September 30, 2018
, and matures on September 30, 2019, giving us the contractual right to pay a fixed interest rate of
2.2625%
plus the applicable margin under the term loan B facility (see Note 11 for the applicable margin). The remaining two interest rate swap agreements (the “Remaining Swap Agreements”), entered into on May 14, 2018, have variable notional amounts which initially will increase in an amount approximately equal to amortization of the notional amount of the First Swap Agreement and then amortize thereafter. The Remaining Swap Agreements totaled
$160.8 million
as of
September 30, 2018
, and mature on February 26, 2021, giving 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, 2018
, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized immediately in earnings. During the year ended
September 30, 2018
, 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, 2018
, we expected to reclassify approximately
$0.2 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.
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 income, net line of our consolidated statement of earnings and comprehensive income. We did not have foreign currency forward contracts as of
September 30, 2018
and
2017
.
The following table summarizes the notional principal amounts at
September 30, 2018
and
2017
of our interest rate swap agreements discussed above (in thousands). We did not have foreign exchange forward contracts as of
September 30, 2018
and
2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Notional
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
Instruments designated as accounting hedges:
|
|
|
|
|
Interest rate contracts
|
|
$
|
435,800
|
|
|
$
|
375,000
|
|
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, 2018
and
2017
(in thousands). We did not have foreign exchange forward contracts as of
September 30, 2018
and
2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of September 30,
|
Liability Derivatives
|
Balance Sheet Locations
|
|
2018
|
|
2017
|
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
|
|
289
|
|
|
2,462
|
|
Interest rate swap contracts
|
Other liabilities
|
|
—
|
|
|
903
|
|
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, 2018
,
2017
and
2016
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location in Consolidated Statement
|
|
Years Ended September 30,
|
Cash Flow Derivatives
|
Of Comprehensive Income (Loss)
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
Interest income (expense), net
|
|
$
|
1,163
|
|
|
$
|
385
|
|
|
$
|
1,344
|
|
|
|
|
|
|
|
|
|
Total interest expense, net presented in the consolidated statements of earnings and comprehensive income in which the above effects of cash flow hedges are recorded
|
$
|
(48,880
|
)
|
|
$
|
(39,821
|
)
|
|
$
|
(36,901
|
)
|
The following table provides the effective portion of the income (loss) of our cash flow hedge instruments which is recognized (net of income taxes) in other comprehensive income (loss) for the years ended
September 30, 2018
,
2017
and
2016
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
Cash Flow Derivatives
|
|
2018
|
|
2017
|
|
2016
|
Interest rate swap contracts
|
|
$
|
2,774
|
|
|
$
|
1,688
|
|
|
$
|
(2,973
|
)
|
The following table provides a summary of changes to our accumulated other comprehensive loss related to our cash flow hedging instruments (net of income taxes) during the years ended
September 30, 2018
and
2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
AOCI - Unrealized Gain (Loss) on Hedging Instruments
|
|
2018
|
|
2017
|
Balance at beginning of period
|
|
$
|
(2,133
|
)
|
|
$
|
(4,206
|
)
|
Change in fair value of hedging instruments
|
|
2,774
|
|
|
1,688
|
|
Amounts reclassified to earnings
|
|
1,163
|
|
|
385
|
|
Net current period other comprehensive income
|
|
3,937
|
|
|
2,073
|
|
Effect of adoption of accounting standard
|
|
$
|
(429
|
)
|
|
$
|
—
|
|
Balance at end of period
|
|
$
|
1,375
|
|
|
$
|
(2,133
|
)
|
The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated earnings and comprehensive income for the years ended
September 30, 2018
,
2017
and
2016
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments Not Designated As Hedging Instruments
|
|
Location in Consolidated Statement of Comprehensive Income
|
|
Years Ended September 30,
|
|
|
2018
|
|
2017
|
|
2016
|
Foreign exchange contract
|
|
Other income, net
|
|
$
|
—
|
|
|
$
|
(1,843
|
)
|
|
(5,606
|
)
|
|
|
|
|
|
|
|
|
|
Note 13. Other Comprehensive Income (Loss)
The components of other comprehensive income (loss) and related tax effects for each period were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
|
Year Ended September 30, 2016
|
|
Before Tax
|
|
Tax
|
|
After Tax
|
|
Before Tax
|
|
Tax
|
|
After Tax
|
|
Before Tax
|
|
Tax
|
|
After Tax
|
Change in unrealized holding losses on derivatives
|
3,645
|
|
|
(871
|
)
|
|
2,774
|
|
|
2,692
|
|
|
(1,004
|
)
|
|
1,688
|
|
|
(4,716
|
)
|
|
1,743
|
|
|
(2,973
|
)
|
Less: adjustment for losses on derivatives included in net income
|
1,528
|
|
|
(365
|
)
|
|
1,163
|
|
|
615
|
|
|
(230
|
)
|
|
385
|
|
|
2,132
|
|
|
(788
|
)
|
|
1,344
|
|
Change in net foreign currency translation adjustment
|
(1,862
|
)
|
|
—
|
|
|
(1,862
|
)
|
|
(5,959
|
)
|
|
(1,179
|
)
|
|
(7,138
|
)
|
|
(39,211
|
)
|
|
—
|
|
|
(39,211
|
)
|
Other comprehensive income (loss)
|
$
|
3,311
|
|
|
$
|
(1,236
|
)
|
|
$
|
2,075
|
|
|
$
|
(2,652
|
)
|
|
$
|
(2,413
|
)
|
|
$
|
(5,065
|
)
|
|
$
|
(41,795
|
)
|
|
$
|
955
|
|
|
$
|
(40,840
|
)
|
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 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, 2015
|
$
|
(36,144
|
)
|
|
$
|
(2,577
|
)
|
|
$
|
(38,721
|
)
|
Other comprehensive loss before reclassifications
|
(39,211
|
)
|
|
(4,716
|
)
|
|
(43,927
|
)
|
Amounts reclassified out of accumulated other loss
|
—
|
|
|
2,132
|
|
|
2,132
|
|
Tax effect
|
—
|
|
|
955
|
|
|
955
|
|
Other comprehensive loss
|
(39,211
|
)
|
|
(1,629
|
)
|
|
(40,840
|
)
|
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 comprehensive 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
|
)
|
Other comprehensive (loss) income
|
(1,862
|
)
|
|
3,937
|
|
|
2,075
|
|
Effect of adoption of accounting standards
|
—
|
|
|
(429
|
)
|
|
(429
|
)
|
Balance at September 30, 2018
|
$
|
(84,355
|
)
|
|
$
|
1,375
|
|
|
$
|
(82,980
|
)
|
Note 14. Net Income (Loss) Per Share
The following table presents net income (loss) per share and related information (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
|
2018
|
|
2017
|
|
2016
|
Net income (loss)
|
$
|
32,654
|
|
|
$
|
(237,346
|
)
|
|
$
|
91,378
|
|
Basic weighted average shares outstanding
|
99,156,998
|
|
|
98,700,879
|
|
|
97,634,155
|
|
Dilutive effect of stock options and restricted shares
|
343,479
|
|
|
—
|
|
|
531,701
|
|
Dilutive weighted average shares outstanding
|
99,500,477
|
|
|
98,700,879
|
|
|
98,165,856
|
|
Basic net income (loss) per share
|
$
|
0.33
|
|
|
$
|
(2.40
|
)
|
|
$
|
0.94
|
|
Diluted net income (loss) per share
|
$
|
0.33
|
|
|
$
|
(2.40
|
)
|
|
$
|
0.93
|
|
Shares of common stock equivalents of
2.8 million
,
3.7 million
, and
2.0 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively, were excluded from the diluted calculation because their effect would be anti-dilutive or the performance condition for the award had not been satisfied.
Note 15. Income Taxes
Income (loss) before benefit or provision for income taxes for the years ended
September 30, 2018
,
2017
and
2016
was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
U.S. income (loss)
|
$
|
29,854
|
|
|
$
|
(261,594
|
)
|
|
$
|
63,614
|
|
Foreign income
|
30,758
|
|
|
13,347
|
|
|
61,976
|
|
Total
|
$
|
60,612
|
|
|
$
|
(248,247
|
)
|
|
$
|
125,590
|
|
The components of our income tax provision (benefit) for the years ended
September 30, 2018
,
2017
and
2016
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Current provision
|
|
|
|
|
|
Federal
|
$
|
10,263
|
|
|
$
|
(2,536
|
)
|
|
$
|
7,315
|
|
State and local
|
729
|
|
|
(591
|
)
|
|
1,134
|
|
Foreign
|
7,717
|
|
|
12,999
|
|
|
12,482
|
|
Subtotal
|
18,709
|
|
|
9,872
|
|
|
20,931
|
|
Deferred (benefit) provision
|
|
|
|
|
|
Federal
|
11,390
|
|
|
(14,730
|
)
|
|
10,979
|
|
State and local
|
(3,206
|
)
|
|
(2,738
|
)
|
|
1,108
|
|
Foreign
|
1,065
|
|
|
(3,305
|
)
|
|
1,194
|
|
Subtotal
|
9,249
|
|
|
(20,773
|
)
|
|
13,281
|
|
Provision (benefit)for income taxes
|
$
|
27,958
|
|
|
$
|
(10,901
|
)
|
|
$
|
34,212
|
|
The tax impact associated with the exercise of employee stock options and vesting of restricted stock units for the year ended
September 30, 2018
will be recognized in the current tax return. For the year ended
September 30, 2018
,
$0.1 million
of tax provision was recorded as an increase 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, 2017
and
2016
,
$0.9 million
and
$1.1 million
of tax benefit 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, 2018
,
2017
and
2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Provision (benefit) for income taxes at statutory rate
|
$
|
14,867
|
|
|
24.53
|
%
|
|
$
|
(84,404
|
)
|
|
34.00
|
%
|
|
$
|
43,956
|
|
|
35.00
|
%
|
State taxes, net of tax benefit
|
742
|
|
|
1.22
|
%
|
|
(4,559
|
)
|
|
1.84
|
%
|
|
1,458
|
|
|
1.16
|
%
|
Deemed foreign dividends
|
1,301
|
|
|
2.15
|
%
|
|
6,099
|
|
|
(2.46
|
)%
|
|
3,963
|
|
|
3.16
|
%
|
Nondeductible items
|
658
|
|
|
1.09
|
%
|
|
283
|
|
|
(0.11
|
)%
|
|
(1,912
|
)
|
|
(1.52
|
)%
|
Impact of foreign operations
|
(92
|
)
|
|
(0.15
|
)%
|
|
(3,526
|
)
|
|
1.42
|
%
|
|
(8,015
|
)
|
|
(6.38
|
)%
|
Impact of Tax Act
|
8,423
|
|
|
13.90
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Foreign tax credit
|
(18,275
|
)
|
|
(30.15
|
)%
|
|
(6,197
|
)
|
|
2.50
|
%
|
|
(4,313
|
)
|
|
(3.43
|
)%
|
Valuation allowance
|
19,098
|
|
|
31.51
|
%
|
|
15,057
|
|
|
(6.07
|
)%
|
|
—
|
|
|
—
|
%
|
Non-deductible goodwill impairment
|
—
|
|
|
—
|
%
|
|
23,644
|
|
|
(9.52
|
)%
|
|
—
|
|
|
—
|
%
|
Unremitted earnings of foreign subsidiaries
|
463
|
|
|
0.76
|
%
|
|
37,537
|
|
|
(15.12
|
)%
|
|
—
|
|
|
—
|
%
|
Tax contingencies
|
492
|
|
|
0.81
|
%
|
|
4,123
|
|
|
(1.66
|
)%
|
|
(674
|
)
|
|
(0.54
|
)%
|
Other
|
281
|
|
|
0.46
|
%
|
|
1,042
|
|
|
(0.43
|
)%
|
|
(251
|
)
|
|
(0.21
|
)%
|
Actual provision (benefit) for income taxes
|
$
|
27,958
|
|
|
46.13
|
%
|
|
$
|
(10,901
|
)
|
|
4.39
|
%
|
|
$
|
34,212
|
|
|
27.24
|
%
|
During the year ended September 30, 2017, 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. Accordingly, we recorded a deferred tax liability of
$38.7 million
after taking into account the federal tax benefit of state taxes. For the year ended September 30, 2018, we recorded as a result of the Tax Act a
$38.2 million
tax benefit related to the reversal of the deferred tax liability for these 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
$27.2 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
$0.5 million
and
$1.0 million
.
For the three months ended December 31, 2017, the Company recorded a provisional
$9.1 million
charge to the tax expense related to the imposition of a one-time repatriation tax on accumulated earnings of our foreign subsidiaries (the Transition Tax). For the three months ended September 30, 2018, we recorded
$0.8 million
of additional tax expense related to the Transition Tax, taking into account current legislation regarding the U.S taxation of deemed foreign dividends in the year ended September 30, 2018. The current legislation may be amended or eliminated in future legislation. If such legislation is enacted, we will record the impact of the legislation in the quarter of enactment. The determination of the impact of the income tax effects of the items reflected as provisional amounts may change, possibly materially, following refinement of calculations, modifications of assumptions and further interpretation of the Tax Act based on U.S. Treasury regulations and guidance from the Internal Revenue Service. The Company will complete its review and report final amounts in accordance with SAB 118 for the three months ending December 31, 2018.
As of
September 30, 2018
and
2017
, the components of deferred income tax assets (liabilities) were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Deferred tax assets - Non-current
|
|
|
|
Inventories
|
$
|
55,977
|
|
|
$
|
92,711
|
|
Reserves and other accruals
|
1,217
|
|
|
1,692
|
|
Compensation accruals
|
2,965
|
|
|
2,308
|
|
Goodwill and intangible assets
|
3,412
|
|
|
20,101
|
|
Stock options
|
2,377
|
|
|
3,197
|
|
Net operating losses and tax credits
|
42,664
|
|
|
19,345
|
|
Other
|
674
|
|
|
2,611
|
|
Total deferred tax assets
|
109,286
|
|
|
141,965
|
|
Deferred tax (liabilities) - Non-current
|
|
|
|
Property and equipment
|
(1,568
|
)
|
|
(3,505
|
)
|
Unremitted earnings of foreign subsidiaries
|
(185
|
)
|
|
(40,009
|
)
|
Other
|
(7,281
|
)
|
|
(7,008
|
)
|
Total deferred tax liabilities - non-current
|
(9,034
|
)
|
|
(50,522
|
)
|
Valuation allowance
|
(37,920
|
)
|
|
(18,602
|
)
|
Net deferred tax assets (liabilities)
|
$
|
62,332
|
|
|
$
|
72,841
|
|
As of September 30, 2018, we had a federal net operating loss carryforward of
$16.2 million
, which will not expire, and state net operating loss carryforwards of
$13.8 million
, which will begin to expire in 2022, and foreign net operating loss carryforwards of
$8.5 million
which will begin to expire in 2021. As of September 30, 2018, we had U.S. foreign tax credit carryforwards of
$36.1 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, 2012.
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, 2018, the total amount of gross unrecognized tax benefits was
$7.0 million
, including
$1.0 million
of interest and
$0.3 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, 2018
,
2017
and
September 30, 2016
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Beginning balance
|
$
|
5,232
|
|
|
$
|
2,166
|
|
|
$
|
2,725
|
|
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
|
490
|
|
|
—
|
|
|
—
|
|
Decreases related to settlements with taxing authorities
|
—
|
|
|
—
|
|
|
(579
|
)
|
Decreases related to expiration of statute of limitations
|
(55
|
)
|
|
(51
|
)
|
|
(113
|
)
|
Changes due to translation of foreign currencies
|
—
|
|
|
(133
|
)
|
|
133
|
|
Ending balance
|
$
|
5,667
|
|
|
$
|
5,232
|
|
|
$
|
2,166
|
|
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 certain Haas foreign tax credits and Haas foreign net operating losses. Therefore, a valuation allowance has been recorded against these deferred tax assets (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Balance
|
|
Valuation
Allowance
Recorded
During
The Period
|
|
Ending
Balance
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
Year ended September 30, 2018
|
$
|
18,602
|
|
|
$
|
19,318
|
|
|
$
|
37,920
|
|
Year ended September 30, 2017
|
5,548
|
|
|
13,054
|
|
|
18,602
|
|
Year ended September 30, 2016
|
5,961
|
|
|
(413
|
)
|
|
5,548
|
|
Note 16. Stock-Based and Other Compensation Arrangements
On January 27, 2015, our stockholders approved the 2014 Plan, which amended and restated our 2011 Equity Incentive Award Plan and authorized the issuance of a total of
5,717,584
shares. As of
September 30, 2018
, there were
2,341,594
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, 2018
, we have outstanding
366,541
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, 2017
|
2,462,810
|
|
|
$
|
14.92
|
|
|
6.99
|
|
$
|
79
|
|
Granted
|
454,546
|
|
|
9.51
|
|
|
|
|
|
Exercised
|
(13,541
|
)
|
|
5.79
|
|
|
|
|
|
Forfeited options
|
(495,688
|
)
|
|
12.96
|
|
|
|
|
|
Options outstanding at September 30, 2018
|
2,408,127
|
|
|
$
|
14.35
|
|
|
6.36
|
|
$
|
643
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2018
|
2,041,586
|
|
|
$
|
14.98
|
|
|
5.95
|
|
$
|
211
|
|
|
|
(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, 2018
,
2017
and
2016
was
$0.1 million
,
$6.0 million
and
$4.5 million
, respectively. For the years ended
September 30, 2018
,
2017
and
2016
, we recorded
$1.4 million
,
$2.6 million
and
$3.2 million
, respectively, of stock-based compensation expense related to these options that is included within selling, general and administrative expenses. At
September 30, 2018
, the unrecognized stock-based compensation related to these options was
$1.7 million
and is expected to be recognized over a weighted-average period of
1.4
years. Cash received from the exercise of stock options by us during the years ended
September 30, 2018
,
2017
and
2016
was
$0.1 million
,
$2.7 million
and
$6.3 million
, respectively.
Restricted Stock Units and Restricted Stock
In the year ended
September 30, 2018
, we granted
1,307,383
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, 2018
,
2017
and
2016
, we granted
104,663
,
68,493
and
57,759
, respectively, of restricted common shares to our directors. During fiscal year
2018
, 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, 2018
,
2017
and
2016
, we recorded
$7.8 million
,
$3.8 million
and
$5.3 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, 2018
, the unrecognized stock-based compensation related to restricted stock awards was
$8.6 million
and is expected to be recognized over a weighted-average period of
1.5
years.
Restricted share activity during the year ended
September 30, 2018
was as follows:
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted
Average
Fair Value
|
Outstanding at September 30, 2017
|
797,562
|
|
|
$
|
12.21
|
|
Granted(1)
|
1,412,046
|
|
|
8.10
|
|
Vested
|
(502,555
|
)
|
|
11.30
|
|
Forfeited
|
(245,963
|
)
|
|
10.18
|
|
Outstanding at September 30, 2018
|
1,461,090
|
|
|
$
|
8.89
|
|
|
|
(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.
|
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, 2018
,
2017
and
2016
was
$5.7 million
,
$5.3 million
and
$3.5 million
, respectively. The fair value of shares that were granted during the years ended
September 30, 2018
,
2017
and
2016
was
$11.4 million
,
$11.1 million
and
$6.9 million
, respectively. The weighted average fair value at the grant date for restricted shares issued during the years ended
September 30, 2018
,
2017
and
2016
was
$8.10
,
$12.63
and
$12.29
, respectively.
Due to tax deductions associated with option exercises and restricted share activities, we realized tax benefits of
$0.1 million
,
$0.9 million
and
$1.1 million
for the years ended
September 30, 2018
,
2017
and
2016
, respectively. The realized 2018 and 2017 tax benefits were recorded as a reduction to our provision for income tax allowed by ASU 2016-09 which we early adopted on October 1, 2016 (see more discussion on ASU 2016-09 in Note 3 of the Notes to Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended September 30, 2017 filed with the Securities and Exchange Commission (SEC) on November 28, 2017), and the realized 2016 tax benefits were recorded to the additional paid in capital account in our stockholders’ equity.
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:
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Expected life (in years)
|
6.00
|
|
|
6.00
|
|
|
6.00
|
|
Volatility
|
33.85
|
%
|
|
30.94
|
%
|
|
35.00
|
%
|
Risk free interest rate
|
2.07
|
%
|
|
1.33
|
%
|
|
1.55
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
The weighted average fair value per option at the grant date for options issued during the years ended
September 30, 2018
,
2017
, and
2016
was
$3.46
,
$4.37
and
$4.38
, respectively.
Note 17. 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
$2.4 million
,
$2.4 million
and
$2.4 million
to this plan during the years ended
September 30, 2018
,
2017
and
2016
, respectively. Certain non-US employees of the Company participate in other defined contribution retirement plans with varying vesting and contribution provisions.
Note 18. Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
|
2018
|
|
2017
|
|
2016
|
|
(in thousands)
|
Cash payments for:
|
|
|
|
|
|
Interest
|
$
|
42,659
|
|
|
$
|
33,386
|
|
|
$
|
33,349
|
|
Income taxes
|
7,160
|
|
|
10,287
|
|
|
37,193
|
|
|
|
|
|
|
|
Schedule of non-cash investing and financing activities:
|
|
|
|
|
|
Property and equipment acquired pursuant to capital leases
|
$
|
2,816
|
|
|
$
|
3,891
|
|
|
$
|
1,780
|
|
Note 19. Quarterly Financial Data (unaudited)
Summarized unaudited quarterly financial data for quarters ended December 31, 2016 through
September 30, 2018
is as follows (in thousands except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended:
|
September 30, 2018
|
|
June 30,
2018
|
|
March 31,
2018
|
|
December 31,
2017
|
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
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended:
|
September 30, 2017
|
|
June 30,
2017
|
|
March 31,
2017
|
|
December 31,
2016
|
Net sales
|
$
|
361,552
|
|
|
$
|
363,907
|
|
|
$
|
364,599
|
|
|
$
|
339,371
|
|
Gross profit
|
87,487
|
|
|
90,208
|
|
|
94,755
|
|
|
89,457
|
|
Net (loss) income (2)
|
(38,287
|
)
|
|
(229,608
|
)
|
|
17,442
|
|
|
13,107
|
|
Basic net (loss) income per share (1)
|
$
|
(0.39
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
0.18
|
|
|
$
|
0.13
|
|
Diluted net (loss) income per share (1)
|
$
|
(0.39
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
|
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.
|
|
|
2.
|
During the three months ended June 30, 2017, we recorded a non-cash goodwill impairment charge of
$311.1 million
. See Note 2, Note 5 and Note 8 for additional information.
|
Note 20. 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, 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
|
|
Total assets
|
1,485,453
|
|
|
248,937
|
|
|
55,086
|
|
|
—
|
|
|
1,789,476
|
|
Goodwill
|
204,183
|
|
|
51,190
|
|
|
11,271
|
|
|
—
|
|
|
266,644
|
|
|
|
(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
|
|
Total assets
|
1,436,840
|
|
|
275,445
|
|
|
41,822
|
|
|
—
|
|
|
1,754,107
|
|
Goodwill (3)
|
204,183
|
|
|
51,190
|
|
|
11,271
|
|
|
|
|
266,644
|
|
|
|
(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. See Note 8 for further information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2016
|
|
Americas
|
|
EMEA
|
|
APAC
|
|
Unallocated Corporate Costs
|
|
Consolidated
|
Net sales
|
$
|
1,177,496
|
|
|
$
|
274,952
|
|
|
$
|
24,918
|
|
|
$
|
—
|
|
|
$
|
1,477,366
|
|
Income (loss) from operations (1)
|
134,159
|
|
|
43,881
|
|
|
1,196
|
|
|
(20,486
|
)
|
|
158,750
|
|
Interest expense, net
|
32,595
|
|
|
4,309
|
|
|
(3
|
)
|
|
—
|
|
|
36,901
|
|
Capital expenditures
|
12,728
|
|
|
1,143
|
|
|
121
|
|
|
|
|
13,992
|
|
Depreciation and amortization
|
24,412
|
|
|
3,289
|
|
|
279
|
|
|
—
|
|
|
27,980
|
|
|
|
(1)
|
Unallocated corporate costs for fiscal 2016 consisted of payroll and personnel costs of
$6.7 million
, stock-based compensation expenses of
$5.3 million
, and professional fees and other corporate expenses of
$8.5 million
.
|
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, 2018
,
2017
, and
2016
, were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
|
2018
|
|
2017
|
|
2016
|
|
Sales
|
|
% of
Total Sales
|
|
Sales
|
|
% of
Total Sales
|
|
Sales
|
|
% of
Total Sales
|
United States of America
|
$
|
1,173,429
|
|
|
74.7
|
%
|
|
$
|
1,062,523
|
|
|
74.3
|
%
|
|
$
|
1,087,691
|
|
|
73.6
|
%
|
United Kingdom
|
182,124
|
|
|
11.6
|
%
|
|
179,160
|
|
|
12.5
|
%
|
|
195,473
|
|
|
13.2
|
%
|
Other foreign countries
|
214,897
|
|
|
13.7
|
%
|
|
187,746
|
|
|
13.2
|
%
|
|
194,202
|
|
|
13.2
|
%
|
All foreign countries
|
397,021
|
|
|
25.3
|
%
|
|
366,906
|
|
|
25.7
|
%
|
|
389,675
|
|
|
26.4
|
%
|
Total
|
$
|
1,570,450
|
|
|
100.0
|
%
|
|
$
|
1,429,429
|
|
|
100.0
|
%
|
|
$
|
1,477,366
|
|
|
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, 2018
and
2017
, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
2018
|
|
2017
|
United States of America
|
$
|
169,377
|
|
|
$
|
185,438
|
|
All foreign countries
|
48,832
|
|
|
54,109
|
|
|
|
$
|
218,209
|
|
|
$
|
239,547
|
|
Product and Services Information
Net sales by product categories, for the years ended
September 30, 2018
,
2017
and
2016
were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30
|
|
2018
|
|
2017
|
|
2016
|
|
Sales
|
|
% of
Total Sales
|
|
Sales
|
|
% of
Total Sales
|
|
Sales
|
|
% of
Total Sales
|
Hardware
|
$
|
732,892
|
|
|
46.7
|
%
|
|
$
|
665,224
|
|
|
46.6
|
%
|
|
$
|
711,177
|
|
|
48.2
|
%
|
Chemicals
|
656,959
|
|
|
41.8
|
%
|
|
602,039
|
|
|
42.1
|
%
|
|
600,124
|
|
|
40.6
|
%
|
Electronic components
|
114,875
|
|
|
7.3
|
%
|
|
100,160
|
|
|
7.0
|
%
|
|
105,207
|
|
|
7.1
|
%
|
Bearings
|
36,212
|
|
|
2.3
|
%
|
|
34,566
|
|
|
2.4
|
%
|
|
34,662
|
|
|
2.3
|
%
|
Machined parts and other
|
29,512
|
|
|
1.9
|
%
|
|
27,440
|
|
|
1.9
|
%
|
|
26,196
|
|
|
1.8
|
%
|
Total
|
$
|
1,570,450
|
|
|
100.0
|
%
|
|
$
|
1,429,429
|
|
|
100.0
|
%
|
|
$
|
1,477,366
|
|
|
100.0
|
%
|