Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BECN | |
Entity Registrant Name | BEACON ROOFING SUPPLY INC | |
Entity Central Index Key | 1,124,941 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 68,111,464 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 27,551 | $ 138,250 | $ 33,055 |
Accounts receivable, less allowance of $13,963, $11,829 and $13,253 as of June 30, 2018, September 30, 2017 and June 30, 2017, respectively | 1,077,888 | 704,527 | 670,977 |
Inventories, net | 1,165,389 | 551,924 | 641,425 |
Prepaid expenses and other current assets | 337,589 | 209,138 | 221,477 |
Total current assets | 2,608,417 | 1,603,839 | 1,566,934 |
Property and equipment, net | 288,708 | 156,129 | 156,951 |
Goodwill | 2,321,180 | 1,251,986 | 1,256,014 |
Intangibles, net | 1,371,005 | 429,069 | 442,962 |
Other assets, net | 1,511 | 8,534 | 1,511 |
Total Assets | 6,590,821 | 3,449,557 | 3,424,372 |
Current liabilities: | |||
Accounts payable | 719,686 | 503,697 | 387,579 |
Accrued expenses | 520,952 | 261,297 | 280,315 |
Current portions of long-term debt | 19,714 | 14,141 | 13,762 |
Total current liabilities | 1,260,352 | 779,135 | 681,656 |
Borrowings under revolving lines of credit, net | 482,489 | 3,205 | 449,615 |
Long-term debt, net | 2,494,308 | 721,268 | 721,685 |
Deferred income taxes, net | 93,928 | 138,383 | 142,116 |
Long-term obligations under equipment financing and other, net | 15,979 | 23,213 | 26,025 |
Other long-term liabilities | 6,319 | 2,547 | 2,387 |
Total liabilities | 4,353,375 | 1,667,751 | 2,023,484 |
Commitments and contingencies (Note 9) | |||
Convertible preferred stock; $0.01 par value; 400,000 shares authorized, issued and outstanding as of June 30, 2018; none authorized, issued and outstanding as of September 30, 2017 or June 30, 2017 | 399,195 | ||
Stockholders' equity: | |||
Common stock (voting); $0.01 par value; 100,000,000 shares authorized; 68,105,113 issued and outstanding as of June 30, 2018; 67,700,858 issued and outstanding as of September 30, 2017; 60,361,035 issued and outstanding at June 30, 2017 | 681 | 677 | 603 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 1,063,137 | 1,047,506 | 714,608 |
Retained earnings | 792,502 | 748,186 | 703,055 |
Accumulated other comprehensive loss | (18,069) | (14,563) | (17,378) |
Total stockholders' equity | 1,838,251 | 1,781,806 | 1,400,888 |
Total Liabilities and Stockholders' Equity | $ 6,590,821 | $ 3,449,557 | $ 3,424,372 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 |
Statement Of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 13,963 | $ 11,829 | $ 13,253 |
Convertible preferred stock, par value | $ 0.01 | ||
Convertible preferred stock, shares authorized | 400,000 | 0 | 0 |
Convertible preferred stock, shares issued | 400,000 | 0 | 0 |
Convertible preferred stock, shares outstanding | 400,000 | 0 | 0 |
Common stock (voting), par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock (voting), shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock (Voting), issued | 68,105,113 | 67,700,858 | 60,361,035 |
Common Stock (voting), outstanding | 68,105,113 | 67,700,858 | 60,361,035 |
Undesignated Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Undesignated Preferred Stock, issued | 0 | 0 | 0 |
Undesignated Preferred Stock, outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,934,951 | $ 1,213,894 | $ 4,482,555 | $ 3,086,802 | |
Cost of products sold | 1,441,057 | 916,140 | 3,380,531 | 2,333,504 | |
Gross profit | 493,894 | 297,754 | 1,102,024 | 753,298 | |
Operating expense: | |||||
Selling, general and administrative | 323,194 | 183,600 | 858,534 | 538,288 | |
Depreciation | 15,811 | 8,579 | 41,640 | 25,122 | |
Amortization | 50,076 | 20,704 | 105,339 | 61,116 | |
Total operating expense | 389,081 | 212,883 | 1,005,513 | 624,526 | |
Income (loss) from operations | 104,813 | 84,871 | 96,511 | 128,772 | |
Interest expense, financing costs, and other | 37,348 | 13,397 | 99,486 | 39,239 | |
Income (loss) before provision for income taxes | 67,465 | 71,474 | (2,975) | 89,533 | |
Provision for (benefit from) income taxes | 18,090 | 26,815 | (53,291) | 33,800 | |
Net income (loss) | 49,375 | 44,659 | 50,316 | 55,733 | |
Dividends on preferred shares | [1] | 6,000 | 0 | 12,000 | 0 |
Net income (loss) attributable to common shareholders | $ 43,375 | $ 44,659 | $ 38,316 | $ 55,733 | |
Weighted-average common stock outstanding: | |||||
Basic | 68,086,387 | 60,311,923 | 67,976,980 | 60,131,546 | |
Diluted | 69,148,143 | 61,350,843 | 69,240,040 | 61,163,591 | |
Net income (loss) per share: | |||||
Basic | [2] | $ 0.56 | $ 0.74 | $ 0.52 | $ 0.93 |
Diluted | [2] | $ 0.55 | $ 0.73 | $ 0.51 | $ 0.91 |
[1] | For the three months ended June 30, 2018, $6.0 million is comprised entirely of cumulative dividends that are undeclared as of period end. For the nine months ended June 30, 2018, $12.0 million is comprised of the $6.0 million undeclared cumulative dividends as well as an additional $6.0 million of preferred share dividends that had been declared and paid as of period end. | ||||
[2] | See Note 4 for detailed calculations and further discussion. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | ||
Income Statement [Abstract] | |||
Cumulative preferred share dividends undeclared | $ 6,000 | $ 6,000 | |
Dividends on preferred shares | [1] | $ 6,000 | 12,000 |
Preferred share dividends declared and paid | $ 6,000 | ||
[1] | For the three months ended June 30, 2018, $6.0 million is comprised entirely of cumulative dividends that are undeclared as of period end. For the nine months ended June 30, 2018, $12.0 million is comprised of the $6.0 million undeclared cumulative dividends as well as an additional $6.0 million of preferred share dividends that had been declared and paid as of period end. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 49,375 | $ 44,659 | $ 50,316 | $ 55,733 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,535) | 1,730 | (3,506) | 891 |
Total other comprehensive income (loss) | (1,535) | 1,730 | (3,506) | 891 |
Comprehensive income (loss) | $ 47,840 | $ 46,389 | $ 46,810 | $ 56,624 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Operating Activities | |||
Net income (loss) | $ 50,316 | $ 55,733 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 146,979 | 86,238 | |
Stock-based compensation | 13,133 | 11,227 | |
Certain interest expense and other financing costs | 11,549 | 3,989 | |
Loss on debt extinguishment | 1,726 | 0 | |
Gain on sale of fixed assets | (1,131) | (726) | |
Deferred income taxes | [1] | (48,855) | 6,625 |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | |||
Accounts receivable | (52,024) | (28,309) | |
Inventories | (299,881) | (141,942) | |
Prepaid expenses and other assets | (19,511) | (55,973) | |
Accounts payable and accrued expenses | 195,948 | 137,290 | |
Other liabilities | 732 | 21 | |
Net cash provided by (used in) operating activities | (1,019) | 74,173 | |
Investing Activities | |||
Purchases of property and equipment | (34,978) | (31,882) | |
Acquisition of businesses, net | (2,715,429) | (128,533) | |
Proceeds from the sale of assets | 750 | 1,839 | |
Net cash provided by (used in) investing activities | (2,749,657) | (158,576) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 2,122,949 | 1,721,927 | |
Repayments under revolving lines of credit | (1,631,978) | (1,633,570) | |
Borrowings under term loan | 970,000 | 0 | |
Repayments under term loan | (443,425) | (3,375) | |
Borrowings under senior notes | 1,300,000 | 0 | |
Payment of debt issuance costs | (65,788) | 0 | |
Repayments under equipment financing facilities and other | (8,604) | (7,780) | |
Proceeds from issuance of convertible preferred stock | 400,000 | 0 | |
Payment of stock issuance costs | (1,279) | 0 | |
Payment of dividends on preferred stock | (6,000) | 0 | |
Proceeds from issuance of common stock related to equity awards | 6,950 | 9,994 | |
Taxes paid related to net share settlement of equity awards | (3,975) | (1,172) | |
Net cash provided by (used in) financing activities | 2,638,850 | 86,024 | |
Effect of exchange rate changes on cash and cash equivalents | 1,127 | 48 | |
Net increase (decrease) in cash and cash equivalents | (110,699) | 1,669 | |
Cash and cash equivalents, beginning of period | 138,250 | 31,386 | |
Cash and cash equivalents, end of period | 27,551 | 33,055 | |
Cash paid during the period for: | |||
Interest | 91,662 | 49,656 | |
Income taxes, net of tax refunds | $ 33,751 | $ 37,814 | |
[1] | Includes impact of provisional amounts recognized relating to estimated impact of Tax Cuts and Jobs Act of 2017 – see Note 12 for further discussion |
Company Overview
Company Overview | 9 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Beacon Roofing Supply, Inc. (the “Company”) was incorporated in the state of Delaware on August 22, 1997 and is the largest publicly traded distributor of residential and non-residential roofing materials and complementary building products in the United States and Canada. On January 2, 2018, the Company finalized its acquisition of Allied Building Products Corp., a New Jersey corporation, and an affiliated entity (together “Allied”) for $2.625 billion, subject to certain working capital and other adjustments (see Note 3 for further discussion). Allied engages in the distribution of roofing materials, drywall, ceiling tile, and related accessories in the United States and was a wholly-owned subsidiary of Oldcastle Distribution, Inc. The Company operates its business under regional and local trade names and, as of June 30, 2018, the Company serviced customers in all 50 states within the United States and 6 provinces in Canada. The Company’s material subsidiaries are Beacon Sales Acquisition, Inc., Allied Building Products, LLC and Beacon Roofing Supply Canada Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Beacon Roofing Supply, Inc. (the “Company”) prepared the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the requirements of the Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information have been condensed or omitted. Certain prior period amounts have been reclassified to conform to current period presentation. The balance sheet as of June 30, 2017 has been presented for a better understanding of the impact of seasonal fluctuations on the Company’s financial condition. In management’s opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended June 30, 2018 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2018 (“fiscal year 2018” or “2018”). The three-month periods ended June 30, 2018 and 2017 each had 64 business days and the nine-month periods ended June 30, 2018 and 2017 each had 189 business days, respectively. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2017 (“2017”) Annual Report on Form 10-K for the year ended September 30, 2017. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant items subject to such estimates include inventories, purchase price allocations, recoverability of goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates. Recent Accounting Pronouncements—Adopted In March 2016, the FASB issued ASU 2016-09, “ Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash.” Recent Accounting Pronouncements—Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “ Leases In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business.” In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Allied Building Products Corp. On January 2, 2018 (the “Closing Date”), the Company completed its previously announced acquisition (the “Allied Acquisition”) of all the outstanding capital stock of Allied Building Products Corp. and an affiliated entity (together, “Allied”), pursuant to that certain Stock Purchase Agreement, dated August 24, 2017 (the “Stock Purchase Agreement”), among the Company, Oldcastle, Inc., as parent, and Oldcastle Distribution, Inc., as seller, for approximately $2.625 billion in cash, subject to a working capital and certain other adjustments as set forth in the Stock Purchase Agreement (the “Purchase Price”). As of June 30, 2018, the Company recorded a net working capital adjustment of $88.1 million. In connection with the Allied Acquisition, on the Closing Date the Company entered into (i) a new term loan agreement with Citibank, N.A., providing for a term loan B facility with an initial commitment of $970.0 million and (ii) an amended and restated credit agreement with Wells Fargo Bank, N.A., providing for a senior secured asset-based revolving credit facility with an initial commitment of $1.30 billion. Base borrowing rates on these facilities are at LIBOR plus 1.25% and LIBOR plus 2.25%, respectively. In connection with the Allied Acquisition, on the Closing Date, the Company completed the sale of 400,000 shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an aggregate liquidation preference of $400.0 million, at a purchase price of $1,000 per share, to CD&R Boulder Holdings, L.P., pursuant to that certain Investment Agreement, dated as of August 24, 2017, with CD&R Boulder Holdings, L.P. and Clayton, Dubilier & Rice Fund IX, L.P. (solely for the purpose of limited provisions therein) (the “Convertible Preferred Stock Purchase”). The $400.0 million in proceeds from the Convertible Preferred Stock Purchase were used to finance, in part, the Purchase Price. The Preferred Stock is convertible perpetual participating preferred stock of the Company, and conversion of the Preferred Stock into $0.01 par value shares of the Company’s common stock will be at a conversion price of $41.26 per share. The Preferred Stock accumulates dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore it is classified on the Company’s consolidated balance sheets as mezzanine equity and recognized at $399.2 million (the $400.0 million proceeds received on the Closing Date, net of $0.8 million of issuance costs). Allied’s results of operations have been included with Company’s consolidated results beginning January 2, 2018. Allied distributed products in 208 locations across 31 states as of the date of the close. The Allied Acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations January 2, 2018 January 2, 2018 (as reported at March 31, 2018) Adjustments (as adjusted at June 30, 2018) Cash $ 19,322 $ (19,153 ) $ 169 Accounts receivable 315,485 7,477 322,962 Inventory 322,705 (8,047 ) 314,658 Prepaid and other current assets 59,279 15,865 75,144 Property, plant, and equipment 139,528 (168 ) 139,360 Goodwill 1,130,635 (61,137 ) 1,069,498 Intangible assets 1,037,000 10,000 1,047,000 Current liabilities (271,252 ) 18,204 (253,048 ) Non-current liabilities (6,820 ) 4,175 (2,645 ) Total purchase price $ 2,745,882 $ (32,784 ) $ 2,713,098 The purchase accounting entries above assume the Company will make a Section 338(h)(10) election under the current U.S. tax code. As of June 30, 2018 the Company had not made this election, but expects to do so in in the fourth quarter of fiscal year 2018 and has reflected the impact of this future election in its fiscal year 2018 tax provision accordingly. Upon making the Section 338(h)(10) election, the Company will then determine the amount of Allied goodwill that will become tax deductible. All of the Company’s goodwill plus the indefinite-lived trade name are tested for impairment annually, and all acquired goodwill and intangible assets are subject to review for impairment should future indicators of impairment develop. There were no material contingencies assumed as part of the Allied acquisition. Net sales from the Allied Acquisition included in the Company’s statements of operations for the nine months ended June 30, 2018 were $1.32 billion. Net income (loss) from the Allied Acquisition included in the Company’s statements of operations for the nine months ended June 30, 2018 was $15.8 million. The following table represents the unaudited pro forma consolidated net sales and net income (loss) for the Company for the periods indicated (in thousands): Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 (unaudited) Net sales $ 5,148,204 $ 4,958,292 Net income (loss) 11,394 15,654 The above pro forma results have been calculated by combining the historical results of the Company and Allied as if the Allied Acquisition had occurred on the first day of the fiscal year (October 1) for each of the periods presented. The income tax provision used to calculate net income (loss) for the respective periods presented has been adjusted to reflect the effective tax rate for the annual periods as if it had been based on the resulting, combined results. The pro forma results include estimates for intangible asset amortization, depreciation, interest expense and debt issuance costs and are subject to change once final asset values have been determined. No other material pro forma adjustments were deemed necessary to conform to the Company’s accounting policies or for any other situation. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of the fiscal years presented or that may be achieved in the future. Additional Acquisitions – Fiscal Year 2018 During the nine months ended June 30, 2018, the Company acquired 1 branch from the following acquisition: • On May 1, 2018, the Company acquired Tri-State Builder’s Supply, a wholesale supplier of roofing, siding, windows, doors and related building products with 1 branch located in Duluth, Minnesota and annual sales of approximately $6 million. The Company recorded the acquired assets and liabilities related to this transaction at their estimated fair value as of the respective acquisition date, with resulting goodwill of $1.3 million (all of which is deductible for tax purposes) and $0.8 million in intangible assets associated with this acquisition. Additional Acquisitions – Fiscal Year 2017 During fiscal year 2017, the Company acquired 23 branches from the following five acquisitions: • On December 16, 2016, the Company purchased certain assets of BJ Supply Company, a distributor of roofing and related building products with 1 branch serving Pennsylvania and New Jersey and annual sales of approximately $4 million. The Company has finalized the acquisition accounting entries for this transaction. • On January 3, 2017, the Company acquired American Building & Roofing, Inc., a distributor of mainly residential roofing and related building products with 7 branches around Washington State and annual sales of approximately $36 million. The Company has finalized the acquisition accounting entries for this transaction. • On January 9, 2017, the Company acquired Eco Insulation Supply, a distributor of insulation and related accessories with 1 branch serving Connecticut, Southern New England and the New York City metropolitan area and annual sales of approximately $8 million. The Company has finalized the acquisition accounting entries for this transaction. • On March 1, 2017, the Company acquired Acme Building Materials, Inc., a distributor of residential roofing and related building products with 3 branches in Eastern Michigan and annual sales of approximately $13 million. The Company has finalized the acquisition accounting entries for this transaction. • On May 1, 2017, the Company purchased certain assets of Lowry’s Inc., a distributor of waterproofing and concrete restoration materials with 11 branches operating in California, Arizona, Utah and Hawaii and annual sales of approximately $76 million. The Company has finalized the acquisition accounting entries for this transaction. The Company recorded the acquired assets and liabilities related to these transactions at their estimated fair values as of the respective acquisition dates, with resulting goodwill of $53.0 million (all of which is deductible for tax purposes) and $47.4 million in intangible assets associated with these other acquisitions. For those acquisitions where the acquisition accounting entries have yet to be finalized, the Company’s allocation of the purchase price is subject to change on receipt of additional information, including, but not limited to, the finalization of asset valuations (intangible and fixed) and income tax accounting as well as the Company’s continued review of the assumed liabilities that may result in the recognition of changes to the carrying amounts on the opening balance sheet and a related adjustment to goodwill. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 4. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period. Holders of Preferred Stock participate in dividends on an as-converted basis when declared on common shares. As a result, Preferred Stock is classified as a participating security and thereby requires the allocation income that would have otherwise been available to common shareholders when calculating net income (loss) per share. Diluted net income (loss) per share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income (loss) attributable to common shareholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The following table presents the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts): Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Net income (loss) $ 49,375 $ 44,659 $ 50,316 $ 55,733 Dividends on preferred shares (6,000 ) - (12,000 ) - Net income (loss) attributable to common shareholders $ 43,375 $ 44,659 $ 38,316 $ 55,733 Undistributed income allocated to participating securities (5,406 ) - (3,293 ) - Net income (loss) attributable to common shareholders - basic and diluted $ 37,969 $ 44,659 $ 35,023 $ 55,733 Weighted-average common shares outstanding - basic 68,086,387 60,311,923 67,976,980 60,131,546 Effect of common share equivalents 1,061,756 1,038,920 1,263,060 1,032,045 Weighted-average common shares outstanding - diluted 69,148,143 61,350,843 69,240,040 61,163,591 Net income (loss) per share - basic $ 0.56 $ 0.74 $ 0.52 $ 0.93 Net income (loss) per share - diluted $ 0.55 $ 0.73 $ 0.51 $ 0.91 The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income (loss) per share because the effect was either anti-dilutive or the requisite performance conditions were not met: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Stock options 484,358 247,102 349,281 359,757 Restricted stock units 355,891 - 148,638 82,520 Preferred Stock 9,694,619 - 6,392,056 - |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity The following table presents the activity included in stockholders’ equity during the nine months ended June 30, 2018 (in thousands, except share amounts): Accumulated Common Stock Additional Paid-in Retained Other Comprehensive Total Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2017 67,700,858 $ 677 $ 1,047,506 $ 748,186 $ (14,563 ) $ 1,781,806 Issuance of common stock, net of shares withheld for taxes 404,255 4 2,972 - - 2,976 Issuance costs related to secondary offering of common stock - - (474 ) - - (474 ) Stock-based compensation - - 13,133 - - 13,133 Other comprehensive income (loss) - - - - (3,506 ) (3,506 ) Net income (loss) - - - 50,316 - 50,316 Dividends on preferred shares 1 - - - (6,000 ) - (6,000 ) Balance at June 30, 2018 68,105,113 $ 681 $ 1,063,137 $ 792,502 $ (18,069 ) $ 1,838,251 ________________________________ 1 Common Stock The Company is authorized to issue 100 million shares of common stock. As of June 30, 2018, September 30, 2017, and June 30, 2017 there were 68,105,113, 67,700,858 and 60,361,035 shares of common stock issued and outstanding, respectively. Accumulated Other Comprehensive Loss Other comprehensive income (loss) is comprised of certain gains and losses that are excluded from net income under GAAP and instead recorded as a separate element of stockholders’ equity. The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Currency Translation Accumulated Other Comprehensive Loss Balance as of September 30, 2017 $ (14,563 ) $ (14,563 ) Other comprehensive income before reclassifications (3,506 ) (3,506 ) Reclassifications out of other comprehensive loss - - Balance as of June 30, 2018 $ (18,069 ) $ (18,069 ) |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 6. Stock-based Compensation On February 9, 2016, the shareholders of the Company approved the Amended and Restated Beacon Roofing Supply, Inc. 2014 Stock Plan (the “2014 Plan”). The 2014 Plan provides for discretionary awards of stock options, stock awards, restricted stock units, and stock appreciation rights (“SARs”) for up to 5,000,000 shares of common stock to selected employees and non-employee directors. The 2014 Plan mandates that all forfeited, expired, and withheld shares, including those from the predecessor plans, be returned to the 2014 Plan and made available for issuance. As of June 30, 2018, there were 3,748,856 shares of common stock available for issuance. Prior to the 2014 Plan, the Company maintained the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the 2004 Plan and mandated that all future equity awards will be issued from the 2014 Plan. For all equity awards granted prior to October 1, 2014, in the event of a change in control of the Company, all awards are immediately vested. Beginning in fiscal 2015, equity awards contained a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, an award shall become fully vested immediately prior to a change in control (at 100% of the grant target in the case of a performance-based restricted stock unit award). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award, unless there is a qualifying termination within one-year following the change in control, in which event the award shall immediately become fully vested (at 100% of the grant target in the case of a performance-based restricted stock unit award). Stock Options Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in three annual installments over the three-year period following the grant dates. The fair values of the options granted during the nine months ended June 30, 2018 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 2.10 % Expected volatility 26.43 % Expected life (in years) 5.46 Dividend yield - The following table summarizes all stock option activity for the nine months ended June 30, 2018 (in thousands, except share, per share, and time period amounts): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 1 Balance as of September 30, 2017 2,084,228 $ 28.84 6.1 $ 46,714 Granted 276,370 55.17 Exercised (277,589 ) 25.04 Canceled/Forfeited (54,669 ) 40.15 Expired (1,991 ) 15.28 Balance as of June 30, 2018 2,026,349 $ 32.66 5.9 $ 24,544 Vested and expected to vest after June 30, 2018 2,008,997 $ 32.52 5.9 $ 24,497 Exercisable as of June 30, 2018 1,470,856 $ 27.30 4.9 $ 22,871 ________________________________ 1 During the three months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to stock options of $1.0 million and $1.1 million, respectively. During the nine months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to stock options of $2.9 million and $3.7 million, respectively. As of June 30, 2018, there was $5.7 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years. The following table summarizes additional information on stock options for the periods presented (in thousands, except per share amounts): Nine Months Ended June 30, 2018 2017 Weighted-average fair value of stock options granted $ 15.86 $ 14.21 Total grant date fair value of stock options vested 4,172 5,504 Total intrinsic value of stock options exercised 8,995 9,617 Restricted Stock Units Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest on the third anniversary of the grant date. The Company also grants certain RSU awards to management that contain one or more additional vesting conditions tied directly to a defined performance metric for the Company. The actual number of RSUs that will vest can range from 0% to 200% of the original grant amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when determining the projected number of RSUs that are expected to vest and calculating the related stock-based compensation expense. RSUs granted to non-employee directors are subject to continued service and vest on the first anniversary of the grant date (except under certain conditions). Generally, the common shares underlying the RSUs are not eligible for distribution until the non-employee director’s service on the Board has terminated, and for non-employee director RSU grants made prior to fiscal year 2014, the share distribution date is six months after the director’s termination of service on the board. Beginning in fiscal year 2016, the Company enacted a policy that allows any non-employee directors who have Beacon equity holdings (defined as common stock and outstanding vested equity awards) with a total fair value that is greater than or equal to five times the annual Board cash retainer to elect to have any future RSU grants settle simultaneously with vesting. The following table summarizes all restricted stock unit activity for the nine months ended June 30, 2018: RSUs Outstanding Weighted- Average Grant Date Fair Value Balance at September 30, 2017 770,973 $ 38.95 Granted 370,190 57.40 Performance awards 1 41,440 39.56 Released (191,703 ) 31.91 Canceled/Forfeited (43,082 ) 48.84 Balance at June 30, 2018 947,818 $ 47.16 Vested and expected to vest after June 30, 2018 2 961,213 $ 47.22 _________________________________ 1 2 During the three months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to restricted stock units of $4.3 million and $2.6 million, respectively. During the nine months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to restricted stock units of $10.2 million and $7.7 million, respectively. As of June 30, 2018, there was $23.3 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.8 years. The following table summarizes additional information on RSUs for the periods presented (in thousands, except per share amounts): Nine Months Ended June 30, 2018 2017 Weighted-average fair value of RSUs granted $ 57.40 $ 47.31 Total grant date fair value of RSUs vested 6,656 4,552 Total intrinsic value of RSUs released 11,041 5,620 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following table sets forth the change in the carrying amount of goodwill during the nine months ended June 30, 2018 and 2017, respectively (in thousands): Balance at September 30, 2016 $ 1,197,565 Acquisitions 58,234 Translation and other adjustments 215 Balance at June 30, 2017 $ 1,256,014 Balance at September 30, 2017 $ 1,251,986 Acquisitions 1,070,823 Translation and other adjustments (1,629 ) Balance at June 30, 2018 $ 2,321,180 The change in the carrying amount of goodwill for the nine months ended June 30, 2018 and 2017 is primarily attributable to the Company’s acquisitions finalized during the respective periods presented (see Note 3 for further discussion). Intangible Assets In connection with transactions finalized during the nine months ended June 30, 2018, the Company recorded intangible assets of $1.05 billion ($920.8 million of customer relationships, $6.6 million of beneficial lease arrangements, and $120.0 million of indefinite-lived trademarks). In connection with transactions finalized during fiscal year 2017, the Company recorded intangible assets of $47.4 million ($42.7 million of customer relationships, $4.6 million of amortizable trademarks, and $0.1 million of beneficial lease arrangements). The following table summarizes intangible assets by category (in thousands, except time period amounts): June 30, 2018 September 30, 2017 June 30, 2017 Weighted- Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.73 Customer relationships 1,530,434 610,026 605,326 18.85 Trademarks 10,500 10,500 7,650 7.78 Beneficial lease arrangements 7,644 1,060 960 4.94 Total amortizable intangible assets 1,551,402 624,410 616,760 Accumulated amortization (373,447 ) (268,391 ) (246,848 ) Total amortizable intangible assets, net $ 1,177,955 $ 356,019 $ 369,912 Indefinite lived trademarks 193,050 73,050 73,050 Total intangibles, net $ 1,371,005 $ 429,069 $ 442,962 _________________________________ 1 As of June 30, 2018 For the three months ended June 30, 2018 and 2017, we recorded $50.1 million and $20.7 million of amortization expense relating to the above-listed intangible assets, respectively. For the nine months ended June 30, 2018 and 2017, we recorded $105.3 million and $61.1 million of amortization expense relating to the above-listed intangible assets, respectively. The intangible asset lives range from 5 to 20 years and have a weighted-average remaining life of 18.7 years as of June 30, 2018. The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 2018 (July - Sept) $ 25,010 2019 189,302 2020 182,398 2021 153,513 2022 125,948 Thereafter 501,784 $ 1,177,955 |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 8. Financing Arrangements The following table summarizes all financing arrangements from the respective periods presented (in thousands): June 30, September 30, June 30, 2018 2017 2017 Revolving Lines of Credit: 2020 ABL U.S. Revolver, expires October 1, 2020 1 $ - $ - $ 437,285 Canada Revolver, expires October 1, 2020 2 - 3,205 12,330 2023 ABL U.S. Revolver, expires January 2, 2023 3 471,857 - - Canada Revolver, expires January 2, 2023 4 10,632 - - Less: current portion - - - Borrowings under revolving lines of credit, net $ 482,489 $ 3,205 $ 449,615 Term Loans: Term Loan, matures October 1, 2022 5 $ - $ 433,440 $ 434,177 Term Loan, matures January 2, 2025 6 931,332 - - Less: current portion (9,700 ) (4,500 ) (4,500 ) Total long-term borrowings under term loans $ 921,632 $ 428,940 $ 429,677 Senior Notes: Senior Notes, mature October 2023 7 293,287 292,328 292,008 Senior Notes, mature November 2025 8 1,279,389 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 1,572,676 $ 292,328 $ 292,008 Long-term debt, net $ 2,494,308 $ 721,268 $ 721,685 Equipment Financing Facilities and Other: Equipment financing facilities, various maturities through September 2021 9 $ 12,288 $ 12,898 $ 14,314 Capital lease obligations, various maturities through November 2021 10 13,705 19,956 20,973 Total obligations under equipment financing facilities and other 25,993 32,854 35,287 Less: current portion (10,014 ) (9,641 ) (9,262 ) Long-term obligations under equipment financing and other, net $ 15,979 $ 23,213 $ 26,025 ________________________________ 1 Extinguished on January 2, 2018; Effective rate on borrowings of 3.28% as of June 30, 2017 2 Extinguished on January 2, 2018; Effective rate on borrowings of 3.70% as of September 30, 2017 and 3.20% as of June 30, 2017 3 Effective rate on borrowings of 3.78% as of June 30, 2018 4 Effective rate on borrowings of 3.95% as of June 30, 2018 5 Extinguished on January 2, 2018; Interest rate of 3.50% as of September 30, 2017 and June 30, 2017 6 Interest rate of 4.35% as of June 30, 2018 7 Interest rate of 6.38% as of June 30, 2018, September 30, 2017 and June 30, 2017 8 Interest rate of 4.88% as of June 30, 2018 9 Fixed interest rates ranging from 2.33% to 3.25% as of June 30, 2018, September 30, 2017, and June 30, 2017 10 Fixed interest rates ranging from 2.72% to 10.39% as of June 30, 2018 , September 30, 2017, and June 30, 2017 Financing - Allied Acquisition In connection with the Allied Acquisition, the Company entered into various financing arrangements totaling $3.57 billion, including an asset-based revolving line of credit of $1.30 billion (“2023 ABL”), $525.0 million of which was drawn at closing, and a $970.0 million term loan (“2025 Term Loan”). The Company also raised an additional $1.30 billion through the issuance of senior notes (the “2025 Senior Notes”). The proceeds from these financing arrangements were used to finance the Allied Acquisition, to refinance or otherwise extinguish all third-party indebtedness, to pay fees and expenses associated with the acquisition, and to provide working capital and funds for other general corporate purposes. The Company capitalized new debt issuance costs totaling approximately $65.8 million related to the 2023 ABL, the 2025 Term Loan and the 2025 Senior Notes. Since the financing arrangements entered into in connection with the Allied Acquisition had certain lenders who also participated in previous financing arrangements entered into by the Company, portions of the transactions were accounted for as either a debt modification or a debt extinguishment. In accordance with the accounting for debt modification, the Company expensed $2.0 million of debt issuance costs related to the Allied financing arrangements and recognized a loss on debt extinguishment of $1.7 million. The remainder of the debt issuance costs will be amortized over the term of the Allied financing arrangements. 2023 ABL On January 2, 2018, the Company entered into a $1.30 billion asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2023 ABL consists of revolving loans in both the United States (“2023 U.S. Revolver”) in the amount of $1.20 billion and Canada (“2023 Canada Revolver”) in the amount of $100.0 million. The 2023 ABL has a maturity date of January 2, 2023. The 2023 ABL has various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The current unused commitment fees on the 2023 ABL are 0.25% per annum. There is one financial covenant under the 2023 ABL, which is a Consolidated Fixed Charge Ratio. The Consolidated Fixed Charge Ratio is calculated by dividing consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) by Consolidated Fixed Charges (both as defined in the agreement). Per the covenant, the Company’s Consolidated Fixed Charge Ratio has to be a minimum of 1.00 at the end of each fiscal quarter, calculated on a trailing four quarter basis. The 2023 ABL is secured by a first priority lien over substantially all of the Company’s and each guarantor’s accounts, chattel paper, deposit accounts, books, records and inventory (as well as intangibles related thereto), subject to certain customary exceptions (the “ABL Priority Collateral”), and a second priority lien over substantially all of the Company’s and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Company or any guarantor, subject to certain customary exceptions (the “Term Priority Collateral”). The 2023 ABL is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries. As of June 30, 2018, the total balance outstanding on the 2023 ABL, net of $11.3 million of unamortized debt issuance costs, was $482.5 million. The Company also has outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $14.8 million as of June 30, 2018. 2025 Term Loan On January 2, 2018, the Company entered into a $970.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2025 Term Loan requires quarterly principal payments in the amount of $2.4 million, with the remaining outstanding principal to be paid on its January 2, 2025 maturity date. The interest rate is based on a LIBOR rate (with a floor) plus a fixed spread. The Company has the option of selecting a LIBOR period that determines the rate at which interest can accrue on the Term Loan as well as the period in which interest payments are made. The 2025 Term Loan is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets will not be included in the Term Priority Collateral and the ABL Priority Collateral. The Term Loan is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries. As of June 30, 2018, the outstanding balance on the 2025 Term Loan, net of $36.2 million of unamortized debt issuance costs, was $931.3 million. 2025 Senior Notes On October 25, 2017, Beacon Escrow Corporation, a wholly owned subsidiary of the Company (the “Escrow Issuer”), completed a private offering of $1.30 billion aggregate principal amount of 4.875% Senior Notes due 2025 at an issue price of 100%. The 2025 Senior Notes bear interest at a rate of 4.875% per annum, payable semi-annually in arrears, beginning May 1, 2018. The Company anticipates repaying the 2025 Senior Notes at the maturity date of November 1, 2025. Per the terms of the Escrow Agreement, the net proceeds from the 2025 Senior Notes remained in escrow until they were used to fund a portion of the purchase price of the Allied Acquisition payable at closing on January 2, 2018. Upon closing of the Allied Acquisition on January 2, 2018, (i) the Escrow Issuer merged with and into the Company, and the Company assumed all obligations under the 2025 Senior Notes; and (ii) all existing domestic subsidiaries of the Company (including the entities acquired in the Allied Acquisition) became guarantors of the 2025 Senior Notes. As of June 30, 2018, the outstanding balance on the 2025 Senior Notes, net of $20.6 million of unamortized debt issuance costs, was $1.28 billion. Financing - RSG Acquisition In connection with the Roofing Supply Group (“RSG”) acquisition, the Company entered into various financing arrangements totaling $1.45 billion, including an asset-based revolving line of credit (“2020 ABL”) of $700.0 million ($350.0 million of which was drawn at closing) and a $450.0 million term loan (“2022 Term Loan”). The Company also raised an additional $300.0 million through the issuance of senior notes (the “2023 Senior Notes”). The proceeds from these financing arrangements were used to provide working capital and funds for other general corporate purposes, to refinance or otherwise extinguish all third-party indebtedness for borrowed money under Company’s and RSG’s existing senior secured credit facilities and RSG’s unsecured senior notes due 2020, to finance the acquisition, and to pay fees and expenses associated with the RSG acquisition. The Company incurred debt issuance costs totaling approximately $31.3 million related to the 2020 ABL, 2022 Term Loan and 2023 Senior Notes. 2020 ABL On October 1, 2015, the Company entered into a $700.0 million asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2020 ABL had an original maturity date of October 1, 2020 and consisted of revolving loans in both the United States (“2020 U.S. Revolver”) in the amount of $670.0 million and Canada (“Canada Revolver”) in the amount of $30.0 million. The 2020 ABL had various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The full balance of the 2020 ABL was paid on January 2, 2018 in conjunction with the Allied Acquisition. 2022 Term Loan On October 1, 2015, the Company entered into a $450.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2022 Term Loan required quarterly principal payments in the amount of $1.1 million, with the remaining outstanding principal to be paid on its original maturity date of October 1, 2022. The interest rate was based on a LIBOR rate (with a floor) plus a fixed spread. The Company had the option of selecting a LIBOR period that determined the rate at which interest would accrue, as well as the period in which interest payments are made. The full balance of the 2022 Term Loan was paid on January 2, 2018 in conjunction with the Allied Acquisition, including the write-off of $0.7 million in debt issuance costs. 2023 Senior Notes On October 1, 2015, the Company raised $300.0 million by issuing senior notes due 2023. The 2023 Senior Notes have a coupon rate of 6.38% per annum and are payable semi-annually in arrears, beginning April 1, 2016. There are early payment provisions in the indenture in which the Company would be subject to “make whole” provisions. The Company anticipates repaying the notes at the maturity date of October 1, 2023. The 2023 Senior Notes are guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries. As of June 30, 2018, the outstanding balance on the 2023 Senior Notes, net of $6.7 million of unamortized debt issuance costs, was $293.3 million. Equipment Financing Facilities and Other As of June 30, 2018, the Company had a $12.3 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 3.25% and payments due through September 2021. As of June 30, 2018, the Company had $13.7 million of capital lease obligations outstanding. These leases have interest rates ranging from 2.72% to 10.39% with payments due through November 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases The Company mostly operates in leased facilities, which are accounted for as operating leases. The leases typically provide for a base rent plus real estate taxes. Certain of the leases provide for escalating rents over the lives of the leases and rent expense is recognized over the terms of those leases on a straight-line basis. At June 30, 2018, the minimum rental commitments under all non-cancelable operating leases with initial or remaining terms of more than one year were as follows (in thousands): Year Ending September 30, 2018 (July - Sept) $ 25,318 2019 98,378 2020 85,759 2021 74,622 2022 55,115 Thereafter 128,317 Total minimum lease payments $ 467,509 For the three months ended June 30, 2018 and 2017, rent expense was $27.7 million and $15.8 million, respectively. For the nine months ended June 30, 2018 and 2017, rent expense was $71.4 million and $44.7 million, respectively. Sublet income was immaterial for each of these periods. Contingencies The Company is subject to loss contingencies pursuant to various federal, state and local environmental laws and regulations; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. Potential loss contingencies include possible obligations to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical or other substances by the Company or by other parties. In connection with its acquisitions, the Company’s practice is to request indemnification for any and all known material liabilities of significance as of the respective dates of acquisition. Historically, environmental liabilities have not had a material impact on the Company’s results of operations, financial position or liquidity. The Company is subject to litigation from time to time in the ordinary course of business; however the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position or liquidity. |
Geographic Data
Geographic Data | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Geographic Data | 10. Geographic Data The following tables summarize certain geographic information for the periods presented (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Net sales U.S. $ 1,883,249 $ 1,167,647 $ 4,364,128 $ 2,977,108 Canada 51,702 46,247 118,427 109,694 Total net sales $ 1,934,951 $ 1,213,894 $ 4,482,555 $ 3,086,802 June 30, September 30, June 30, 2018 2017 2017 Long-lived assets U.S. $ 1,455,771 $ 507,236 $ 515,170 Canada 12,403 13,446 13,204 Total long-lived assets $ 1,468,174 $ 520,682 $ 528,374 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 11. Fair Value Measurement As of June 30, 2018, the carrying amount of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses approximated fair value because of the short-term nature of these instruments. The Company measures its cash equivalents at amortized cost, which approximates fair value based upon quoted market prices (Level 1). As of June 30, 2018, based upon recent trading prices (Level 2 — market approach), the fair value of the Company’s $300.0 million Senior Notes due in 2023 was $311.0 million and the fair value of the $1.30 billion Senior Notes due 2025 was $1.20 billion. As of June 30, 2018, the fair value of the Company’s term loan and revolving asset-based line of credit approximated the amount outstanding. The Company estimates the fair value of its Senior Secured Credit Facility by discounting the future cash flows of each instrument using estimated market rates of debt instruments with similar maturities and credit profiles (Level 3). |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes On December 22, 2017, the U.S. federal government officially signed into law the Tax Cut and Jobs Act of 2017 (“TCJA”). ASC 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions, January 1, 2018. Though certain key aspects of the new law are effective January 1, 2018 and have an immediate accounting effect, other significant provisions are not effective or may not result in accounting effects for September 30 fiscal year-end companies until October 1, 2018. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. Per SAB 118, the measurement period is deemed to have an earlier end date when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the updated tax law are expected to be recorded at the time a reasonable estimate for all, or a portion, of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 states, that at each reporting period, companies must disclose the effects of the TCJA for areas where accounting is complete, disclose provisional amounts (or adjustments to provisional amounts) for the effects of the TCJA areas where accounting is not complete but a reasonable estimate has been determined, and confirm areas where a reasonable estimate of the effects cannot yet be made, and therefore taxes are reflected in accordance with law prior to the enactment of the TCJA. As of June 30, 2018, the Company was able to make the following reasonable estimates on the impact of the corporate taxation changes from the TCJA: • The Company has a blended federal corporate income tax rate for fiscal year 2018 of 24.5%. This transitional tax rate stems from Section 15 of the Internal Revenue Code that states if the tax rate changes in during a tax year, the tax rate for the full year is calculated using the prior and revised tax rates on a proportional basis using the number of days under each legislated rate. For 2019, the Company will have a federal corporate income tax rate of 21%. • The Company initially remeasured all its deferred tax assets and liabilities based on the revised corporate income tax rate (21%). Due to the Company’s status as a non-calendar year-end filer, it was required to perform additional analysis to distinguish those deferred taxes that will be realized during fiscal year 2018 at the blended federal corporate income tax rate of 24.5% from those that will be realized in future years at the revised rate. As a result, the Company recognized a provisional decrease of its deferred tax liabilities and related income tax benefit of $1.2 million and $50.1 million in its consolidated statement of operations for the three and nine months ended June 30, 2018, respectively. The Company will continue to refine its deferred tax remeasurement calculation and assess the related impact, which potentially could result in additional adjustments. • The Company estimated the impact of the mandatory repatriation transition tax on the net accumulated earnings and profits of the Company’s foreign subsidiary, Beacon Roofing Supply Canada Company (“BRSCC”). As a result, the Company recognized a provisional expense of $0.9 million for the one-time transition tax liability in its consolidated statement of operations during the first quarter of fiscal year 2018. The Company has not yet finalized its calculation of the repatriation transition tax, as it continues to analyze of the amount of BRSCC earnings held in cash and other specified assets that had been previously deferred from U.S. federal taxation. State conformity to the TCJA law changes has not been communicated by the state and local jurisdictions at this time; therefore, the Company has not made any provisional adjustments related to the potential impact in its financial statements. The Company will continue to account for items where a reasonable estimate of the impact could not be assessed as of June 30, 2018 under the guidance that was in effect immediately prior to the enactment of the TCJA, ASC 740, Accounting for Income Taxes. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 9 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Guarantor Information | 13. Supplemental Guarantor Information The 2023 Senior Notes and 2025 Senior Notes are guaranteed jointly and severally by all of the United States subsidiaries of the Company (collectively, the “Guarantors”), and not by the Canadian subsidiaries of the Company. Such guarantees are full and unconditional. Supplemental condensed consolidating financial information of the Company, including such information for the Guarantors, is presented below. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the non-guarantor subsidiaries operated as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the Guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 50,563 $ 3,698 $ (26,710 ) $ 27,551 Accounts receivable, net - 1,046,751 32,277 (1,140 ) 1,077,888 Inventories, net - 1,132,228 33,161 - 1,165,389 Prepaid expenses and other current assets 44,662 286,478 6,449 - 337,589 Total current assets 44,662 2,516,020 75,585 (27,850 ) 2,608,417 Intercompany receivable, net - 1,290,785 - (1,290,785 ) - Investments in consolidated subsidiaries 5,981,419 - - (5,981,419 ) - Deferred income taxes, net 19,702 - - (19,702 ) - Property and equipment, net 14,046 264,610 10,052 - 288,708 Goodwill - 2,291,635 29,545 - 2,321,180 Intangibles, net - 1,368,653 2,352 - 1,371,005 Other assets, net 1,242 269 - - 1,511 Total Assets $ 6,061,071 $ 7,731,972 $ 117,534 $ (7,319,756 ) $ 6,590,821 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 42,884 $ 688,336 $ 16,316 $ (27,850 ) $ 719,686 Accrued expenses 24,416 490,987 5,549 - 520,952 Current portions of long-term debt 9,700 10,014 - - 19,714 Total current liabilities 77,000 1,189,337 21,865 (27,850 ) 1,260,352 Intercompany payable, net 1,251,503 - 39,282 (1,290,785 ) - Borrowings under revolving lines of credit, net - 471,857 10,632 - 482,489 Long-term debt, net 2,494,308 - - - 2,494,308 Deferred income taxes, net - 113,454 176 (19,702 ) 93,928 Long-term obligations under equipment financing and other, net - 15,979 - - 15,979 Other long-term liabilities 814 5,428 77 - 6,319 Total liabilities 3,823,625 1,796,055 72,032 (1,338,337 ) 4,353,375 Convertible preferred stock 399,195 - - - 399,195 Total stockholders' equity 1,838,251 5,935,917 45,502 (5,981,419 ) 1,838,251 Total Liabilities and Stockholders' Equity $ 6,061,071 $ 7,731,972 $ 117,534 $ (7,319,756 ) $ 6,590,821 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 149,799 $ 1,582 $ (13,131 ) $ 138,250 Accounts receivable, net - 663,034 42,633 (1,140 ) 704,527 Inventories, net - 527,226 24,698 - 551,924 Prepaid expenses and other current assets 4,195 198,817 6,126 - 209,138 Total current assets 4,195 1,538,876 75,039 (14,271 ) 1,603,839 Intercompany receivable, net - 655,372 - (655,372 ) - Investments in consolidated subsidiaries 3,160,273 - - (3,160,273 ) - Deferred income taxes, net 30,822 - - (30,822 ) - Property and equipment, net 6,610 138,955 10,564 - 156,129 Goodwill - 1,220,812 31,174 - 1,251,986 Intangibles, net - 426,187 2,882 - 429,069 Other assets, net 2,912 5,622 - - 8,534 Total Assets $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,174 $ 468,891 $ 21,903 $ (14,271 ) $ 503,697 Accrued expenses 51,183 204,173 5,941 - 261,297 Current portions of long-term obligations 4,500 9,641 - - 14,141 Total current liabilities 82,857 682,705 27,844 (14,271 ) 779,135 Intercompany payable, net 618,881 - 36,491 (655,372 ) - Borrowings under revolving lines of credit, net - - 3,205 - 3,205 Long-term debt, net 721,268 - - - 721,268 Deferred income taxes, net - 168,209 996 (30,822 ) 138,383 Long-term obligations under equipment financing and other, net - 23,147 66 - 23,213 Other long-term liabilities 2,547 - - 2,547 Total liabilities 1,423,006 876,608 68,602 (700,465 ) 1,667,751 Total stockholders' equity 1,781,806 3,109,216 51,057 (3,160,273 ) 1,781,806 Total Liabilities and Stockholders' Equity $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 34,583 $ 7,314 $ (8,842 ) $ 33,055 Accounts receivable, net 1,327 640,796 29,994 (1,140 ) 670,977 Inventories, net - 608,367 33,058 - 641,425 Prepaid expenses and other current assets 30,158 185,633 5,686 - 221,477 Total current assets 31,485 1,469,379 76,052 (9,982 ) 1,566,934 Intercompany receivable, net - 1,037,846 - (1,037,846 ) - Investments in consolidated subsidiaries 3,070,328 - - (3,070,328 ) - Deferred income taxes, net 58,230 - - (58,230 ) - Property and equipment, net 6,541 140,126 10,284 - 156,951 Goodwill - 1,226,034 29,980 - 1,256,014 Intangibles, net - 440,042 2,920 - 442,962 Other assets, net 1,242 269 - - 1,511 Total Assets $ 3,167,826 $ 4,313,696 $ 119,236 $ (4,176,386 ) $ 3,424,372 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 23,839 $ 354,696 $ 19,026 $ (9,982 ) $ 387,579 Accrued expenses 18,174 257,387 4,754 - 280,315 Current portions of long-term obligations 4,500 9,262 - - 13,762 Total current liabilities 46,513 621,345 23,780 (9,982 ) 681,656 Intercompany payable, net 998,740 - 39,106 (1,037,846 ) - Borrowings under revolving lines of credit - 437,285 12,330 - 449,615 Long-term debt, net 721,685 - - - 721,685 Deferred income taxes, net - 199,746 600 (58,230 ) 142,116 Long-term obligations under equipment financing and other, net - 25,978 47 - 26,025 Other long-term liabilities - 2,387 - - 2,387 Total liabilities 1,766,938 1,286,741 75,863 (1,106,058 ) 2,023,484 Total stockholders' equity 1,400,888 3,026,955 43,373 (3,070,328 ) 1,400,888 Total Liabilities and Stockholders' Equity $ 3,167,826 $ 4,313,696 $ 119,236 $ (4,176,386 ) $ 3,424,372 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,883,249 $ 51,702 $ - $ 1,934,951 Cost of products sold - 1,401,045 40,012 - 1,441,057 Gross profit - 482,204 11,690 - 493,894 Operating expense: Selling, general and administrative 1,776 313,034 8,384 - 323,194 Depreciation 411 14,967 433 - 15,811 Amortization - 49,947 129 - 50,076 Total operating expense 2,187 377,948 8,946 - 389,081 Intercompany charges (income) (7,521 ) 7,521 - - - Income (loss) from operations 5,334 96,735 2,744 - 104,813 Interest expense, financing costs, and other 33,416 3,594 338 - 37,348 Intercompany interest expense (income) (6,809 ) 6,427 382 - - Income (loss) before provision for income taxes (21,273 ) 86,714 2,024 - 67,465 Provision for (benefit from) income taxes (6,848 ) 24,356 582 - 18,090 Income (loss) before equity in net income of subsidiaries (14,425 ) 62,358 1,442 - 49,375 Equity in net income of subsidiaries 63,800 - - (63,800 ) - Net income (loss) $ 49,375 $ 62,358 $ 1,442 $ (63,800 ) $ 49,375 Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,167,647 $ 46,247 $ - $ 1,213,894 Cost of products sold - 880,325 35,815 - 916,140 Gross profit - 287,322 10,432 - 297,754 Operating expense: Selling, general and administrative 72 176,094 7,434 - 183,600 Depreciation 335 7,823 421 - 8,579 Amortization - 20,561 143 - 20,704 Total operating expense 407 204,478 7,998 - 212,883 Intercompany charges (income) (12,549 ) 11,987 562 - - Income (loss) from operations 12,142 70,857 1,872 - 84,871 Interest expense, financing costs, and other 9,610 3,586 201 - 13,397 Intercompany interest expense (income) (6,724 ) 6,724 - - - Income (loss) before provision for income taxes 9,256 60,547 1,671 - 71,474 Provision for (benefit from) income taxes 3,473 22,883 459 - 26,815 Income (loss) before equity in net income of subsidiaries 5,783 37,664 1,212 - 44,659 Equity in net income of subsidiaries 38,876 - - (38,876 ) - Net income (loss) $ 44,659 $ 37,664 $ 1,212 $ (38,876 ) $ 44,659 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 4,364,128 $ 118,427 $ - $ 4,482,555 Cost of products sold - 3,288,086 92,445 - 3,380,531 Gross profit - 1,076,042 25,982 - 1,102,024 Operating expense: Selling, general and administrative 4,315 828,987 25,232 - 858,534 Depreciation 1,310 39,015 1,315 - 41,640 Amortization - 104,946 393 - 105,339 Total operating expense 5,625 972,948 26,940 - 1,005,513 Intercompany charges (income) (8,105 ) 8,105 - - - Income (loss) from operations 2,480 94,989 (958 ) - 96,511 Interest expense, financing costs, and other 90,712 8,226 548 - 99,486 Intercompany interest expense (income) (17,698 ) 16,552 1,146 - - Income (loss) before provision for income taxes (70,534 ) 70,211 (2,652 ) - (2,975 ) Provision for (benefit from) income taxes (11,796 ) (40,891 ) (604 ) - (53,291 ) Income (loss) before equity in net income of subsidiaries (58,738 ) 111,102 (2,048 ) - 50,316 Equity in net income of subsidiaries 109,054 - - (109,054 ) - Net income (loss) $ 50,316 $ 111,102 $ (2,048 ) $ (109,054 ) $ 50,316 Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 2,977,108 $ 109,694 $ - $ 3,086,802 Cost of products sold - 2,248,454 85,050 - 2,333,504 Gross profit - 728,654 24,644 - 753,298 Operating expense: Selling, general and administrative 15,006 501,503 21,779 - 538,288 Depreciation 1,057 22,812 1,253 - 25,122 Amortization - 60,684 432 - 61,116 Total operating expense 16,063 584,999 23,464 - 624,526 Intercompany charges (income) (37,057 ) 35,379 1,678 - - Income (loss) from operations 20,994 108,276 (498 ) - 128,772 Interest expense, financing costs, and other 28,947 9,044 1,248 - 39,239 Intercompany interest expense (income) (17,406 ) 17,406 - - - Income (loss) before provision for income taxes 9,453 81,826 (1,746 ) - 89,533 Provision for (benefit from) income taxes 3,063 31,217 (480 ) - 33,800 Income (loss) before equity in net income of subsidiaries 6,390 50,609 (1,266 ) - 55,733 Equity in net income of subsidiaries 49,343 - - (49,343 ) - Net income (loss) $ 55,733 $ 50,609 $ (1,266 ) $ (49,343 ) $ 55,733 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 49,375 $ 62,358 $ 1,442 $ (63,800 ) $ 49,375 Other comprehensive income (loss): Foreign currency translation adjustment (1,535 ) - (1,535 ) 1,535 (1,535 ) Total other comprehensive income (loss) (1,535 ) - (1,535 ) 1,535 (1,535 ) Comprehensive income (loss) $ 47,840 $ 62,358 $ (93 ) $ (62,265 ) $ 47,840 Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 44,659 $ 37,664 $ 1,212 $ (38,876 ) $ 44,659 Other comprehensive income (loss): Foreign currency translation adjustment 1,730 - 1,730 (1,730 ) 1,730 Total other comprehensive income (loss) 1,730 - 1,730 (1,730 ) 1,730 Comprehensive income (loss) $ 46,389 $ 37,664 $ 2,942 $ (40,606 ) $ 46,389 Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 50,316 $ 111,102 $ (2,048 ) $ (109,054 ) $ 50,316 Other comprehensive income (loss): Foreign currency translation adjustment (3,506 ) - (3,506 ) 3,506 (3,506 ) Total other comprehensive income (loss) (3,506 ) - (3,506 ) 3,506 (3,506 ) Comprehensive income (loss) $ 46,810 $ 111,102 $ (5,554 ) $ (105,548 ) $ 46,810 Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 55,733 $ 50,609 $ (1,266 ) $ (49,343 ) $ 55,733 Other comprehensive income (loss): Foreign currency translation adjustment 891 - 891 (891 ) 891 Total other comprehensive income (loss) 891 - 891 (891 ) 891 Comprehensive income (loss) $ 56,624 $ 50,609 $ (375 ) $ (50,234 ) $ 56,624 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (68,803 ) $ 93,178 $ (8,308 ) $ (17,086 ) $ (1,019 ) Investing Activities Purchases of property and equipment (8,721 ) (24,901 ) (1,356 ) - (34,978 ) Acquisition of businesses, net (2,715,429 ) - - - (2,715,429 ) Proceeds from the sale of assets - 724 26 - 750 Intercompany activity 628,948 - - (628,948 ) - Net cash provided by (used in) investing activities (2,095,202 ) (24,177 ) (1,330 ) (628,948 ) (2,749,657 ) Financing Activities Borrowings under revolving lines of credit - 2,082,972 39,977 - 2,122,949 Repayments under revolving lines of credit - (1,599,839 ) (32,139 ) - (1,631,978 ) Borrowings under term loan 970,000 - - - 970,000 Repayments under term loan (443,425 ) - - - (443,425 ) Repayments under equipment financing facilities and other - (8,604 ) - - (8,604 ) Borrowings under senior notes 1,300,000 - - - 1,300,000 Payment of debt issuance costs (58,266 ) (7,522 ) - - (65,788 ) Proceeds from issuance of convertible preferred stock 400,000 - - - 400,000 Payment of stock issuance costs (1,279 ) - - - (1,279 ) Payment of dividends on preferred stock (6,000 ) - - - (6,000 ) Proceeds from issuance of common stock related to equity awards 6,950 - - - 6,950 Taxes paid related to net share settlement of equity awards (3,975 ) - - - (3,975 ) Intercompany activity - (635,244 ) 2,789 632,455 - Net cash provided by (used in) financing activities 2,164,005 (168,237 ) 10,627 632,455 2,638,850 Effect of exchange rate changes on cash and cash equivalents - - 1,127 - 1,127 Net increase (decrease) in cash and cash equivalents - (99,236 ) 2,116 (13,579 ) (110,699 ) Cash and cash equivalents, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash and cash equivalents, end of period $ - $ 50,563 $ 3,698 $ (26,710 ) $ 27,551 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (33,267 ) $ 108,649 $ (2,064 ) $ 855 $ 74,173 Investing Activities Purchases of property and equipment (2,972 ) (27,522 ) (1,388 ) - (31,882 ) Acquisition of businesses (128,533 ) - - - (128,533 ) Proceeds from the sale of assets - 1,828 11 - 1,839 Intercompany activity 159,325 - - (159,325 ) - Net cash provided by (used in) investing activities 27,820 (25,694 ) (1,377 ) (159,325 ) (158,576 ) Financing Activities Borrowings under revolving lines of credit - 1,705,434 16,493 - 1,721,927 Repayments under revolving lines of credit - (1,624,574 ) (8,996 ) - (1,633,570 ) Repayments under term loan (3,375 ) - - - (3,375 ) Repayments under equipment financing facilities and other - (7,780 ) - - (7,780 ) Proceeds from issuance of common stock 9,994 - - - 9,994 Taxes paid related to net share settlement of equity awards (1,172 ) - - - (1,172 ) Intercompany activity - (158,899 ) 334 158,565 - Net cash provided by (used in) financing activities 5,447 (85,819 ) 7,831 158,565 86,024 Effect of exchange rate changes on cash and cash equivalents - - 48 - 48 Net increase (decrease) in cash and cash equivalents - (2,864 ) 4,438 95 1,669 Cash and cash equivalents, beginning of period - 37,447 2,876 (8,937 ) 31,386 Cash and cash equivalents, end of period $ - $ 34,583 $ 7,314 $ (8,842 ) $ 33,055 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On July 16, 2018, the Company acquired Atlas Supply, Inc., the Pacific Northwest’s leading distributor of sealants, coatings, adhesives and related waterproofing products, with six branches operating in Seattle, Tacoma, Spokane, and Mountlake Terrace in Washington, as well as locations in Portland, Oregon and Boise, Idaho, and annual sales of approximately $37 million. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Beacon Roofing Supply, Inc. (the “Company”) prepared the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the requirements of the Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information have been condensed or omitted. Certain prior period amounts have been reclassified to conform to current period presentation. The balance sheet as of June 30, 2017 has been presented for a better understanding of the impact of seasonal fluctuations on the Company’s financial condition. In management’s opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended June 30, 2018 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2018 (“fiscal year 2018” or “2018”). The three-month periods ended June 30, 2018 and 2017 each had 64 business days and the nine-month periods ended June 30, 2018 and 2017 each had 189 business days, respectively. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2017 (“2017”) Annual Report on Form 10-K for the year ended September 30, 2017. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant items subject to such estimates include inventories, purchase price allocations, recoverability of goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates. |
Recent Accounting Pronouncements - Adopted and Not Yet Adopted | Recent Accounting Pronouncements—Adopted In March 2016, the FASB issued ASU 2016-09, “ Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash.” Recent Accounting Pronouncements—Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “ Leases In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business.” In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has recorded purchase accounting entries on a preliminary basis for the Allied Acquisition, detailed as follows (in thousands): January 2, 2018 January 2, 2018 (as reported at March 31, 2018) Adjustments (as adjusted at June 30, 2018) Cash $ 19,322 $ (19,153 ) $ 169 Accounts receivable 315,485 7,477 322,962 Inventory 322,705 (8,047 ) 314,658 Prepaid and other current assets 59,279 15,865 75,144 Property, plant, and equipment 139,528 (168 ) 139,360 Goodwill 1,130,635 (61,137 ) 1,069,498 Intangible assets 1,037,000 10,000 1,047,000 Current liabilities (271,252 ) 18,204 (253,048 ) Non-current liabilities (6,820 ) 4,175 (2,645 ) Total purchase price $ 2,745,882 $ (32,784 ) $ 2,713,098 |
Business Acquisition, Pro Forma Information | The following table represents the unaudited pro forma consolidated net sales and net income (loss) for the Company for the periods indicated (in thousands): Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 (unaudited) Net sales $ 5,148,204 $ 4,958,292 Net income (loss) 11,394 15,654 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Components and Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts): Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Net income (loss) $ 49,375 $ 44,659 $ 50,316 $ 55,733 Dividends on preferred shares (6,000 ) - (12,000 ) - Net income (loss) attributable to common shareholders $ 43,375 $ 44,659 $ 38,316 $ 55,733 Undistributed income allocated to participating securities (5,406 ) - (3,293 ) - Net income (loss) attributable to common shareholders - basic and diluted $ 37,969 $ 44,659 $ 35,023 $ 55,733 Weighted-average common shares outstanding - basic 68,086,387 60,311,923 67,976,980 60,131,546 Effect of common share equivalents 1,061,756 1,038,920 1,263,060 1,032,045 Weighted-average common shares outstanding - diluted 69,148,143 61,350,843 69,240,040 61,163,591 Net income (loss) per share - basic $ 0.56 $ 0.74 $ 0.52 $ 0.93 Net income (loss) per share - diluted $ 0.55 $ 0.73 $ 0.51 $ 0.91 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income (loss) per share because the effect was either anti-dilutive or the requisite performance conditions were not met: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Stock options 484,358 247,102 349,281 359,757 Restricted stock units 355,891 - 148,638 82,520 Preferred Stock 9,694,619 - 6,392,056 - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the nine months ended June 30, 2018 (in thousands, except share amounts): Accumulated Common Stock Additional Paid-in Retained Other Comprehensive Total Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2017 67,700,858 $ 677 $ 1,047,506 $ 748,186 $ (14,563 ) $ 1,781,806 Issuance of common stock, net of shares withheld for taxes 404,255 4 2,972 - - 2,976 Issuance costs related to secondary offering of common stock - - (474 ) - - (474 ) Stock-based compensation - - 13,133 - - 13,133 Other comprehensive income (loss) - - - - (3,506 ) (3,506 ) Net income (loss) - - - 50,316 - 50,316 Dividends on preferred shares 1 - - - (6,000 ) - (6,000 ) Balance at June 30, 2018 68,105,113 $ 681 $ 1,063,137 $ 792,502 $ (18,069 ) $ 1,838,251 ________________________________ 1 |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Currency Translation Accumulated Other Comprehensive Loss Balance as of September 30, 2017 $ (14,563 ) $ (14,563 ) Other comprehensive income before reclassifications (3,506 ) (3,506 ) Reclassifications out of other comprehensive loss - - Balance as of June 30, 2018 $ (18,069 ) $ (18,069 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The fair values of the options granted during the nine months ended June 30, 2018 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 2.10 % Expected volatility 26.43 % Expected life (in years) 5.46 Dividend yield - |
Stock Options Outstanding and Activity During the Period | The following table summarizes all stock option activity for the nine months ended June 30, 2018 (in thousands, except share, per share, and time period amounts): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 1 Balance as of September 30, 2017 2,084,228 $ 28.84 6.1 $ 46,714 Granted 276,370 55.17 Exercised (277,589 ) 25.04 Canceled/Forfeited (54,669 ) 40.15 Expired (1,991 ) 15.28 Balance as of June 30, 2018 2,026,349 $ 32.66 5.9 $ 24,544 Vested and expected to vest after June 30, 2018 2,008,997 $ 32.52 5.9 $ 24,497 Exercisable as of June 30, 2018 1,470,856 $ 27.30 4.9 $ 22,871 ________________________________ 1 |
Stock Option Grants, Vesting, and Exercises | The following table summarizes additional information on stock options for the periods presented (in thousands, except per share amounts): Nine Months Ended June 30, 2018 2017 Weighted-average fair value of stock options granted $ 15.86 $ 14.21 Total grant date fair value of stock options vested 4,172 5,504 Total intrinsic value of stock options exercised 8,995 9,617 |
Restricted Shares and Units Outstanding and Activity During the Period | The following table summarizes all restricted stock unit activity for the nine months ended June 30, 2018: RSUs Outstanding Weighted- Average Grant Date Fair Value Balance at September 30, 2017 770,973 $ 38.95 Granted 370,190 57.40 Performance awards 1 41,440 39.56 Released (191,703 ) 31.91 Canceled/Forfeited (43,082 ) 48.84 Balance at June 30, 2018 947,818 $ 47.16 Vested and expected to vest after June 30, 2018 2 961,213 $ 47.22 _________________________________ 1 2 |
Schedule Of Restricted Stock Units Additional Information | The following table summarizes additional information on RSUs for the periods presented (in thousands, except per share amounts): Nine Months Ended June 30, 2018 2017 Weighted-average fair value of RSUs granted $ 57.40 $ 47.31 Total grant date fair value of RSUs vested 6,656 4,552 Total intrinsic value of RSUs released 11,041 5,620 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in goodwill | The following table sets forth the change in the carrying amount of goodwill during the nine months ended June 30, 2018 and 2017, respectively (in thousands): Balance at September 30, 2016 $ 1,197,565 Acquisitions 58,234 Translation and other adjustments 215 Balance at June 30, 2017 $ 1,256,014 Balance at September 30, 2017 $ 1,251,986 Acquisitions 1,070,823 Translation and other adjustments (1,629 ) Balance at June 30, 2018 $ 2,321,180 |
Summary of Intangible Assets | The following table summarizes intangible assets by category (in thousands, except time period amounts): June 30, 2018 September 30, 2017 June 30, 2017 Weighted- Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.73 Customer relationships 1,530,434 610,026 605,326 18.85 Trademarks 10,500 10,500 7,650 7.78 Beneficial lease arrangements 7,644 1,060 960 4.94 Total amortizable intangible assets 1,551,402 624,410 616,760 Accumulated amortization (373,447 ) (268,391 ) (246,848 ) Total amortizable intangible assets, net $ 1,177,955 $ 356,019 $ 369,912 Indefinite lived trademarks 193,050 73,050 73,050 Total intangibles, net $ 1,371,005 $ 429,069 $ 442,962 _________________________________ 1 As of June 30, 2018 |
Summary of Estimated Future Amortization | The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 2018 (July - Sept) $ 25,010 2019 189,302 2020 182,398 2021 153,513 2022 125,948 Thereafter 501,784 $ 1,177,955 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes all financing arrangements from the respective periods presented (in thousands): June 30, September 30, June 30, 2018 2017 2017 Revolving Lines of Credit: 2020 ABL U.S. Revolver, expires October 1, 2020 1 $ - $ - $ 437,285 Canada Revolver, expires October 1, 2020 2 - 3,205 12,330 2023 ABL U.S. Revolver, expires January 2, 2023 3 471,857 - - Canada Revolver, expires January 2, 2023 4 10,632 - - Less: current portion - - - Borrowings under revolving lines of credit, net $ 482,489 $ 3,205 $ 449,615 Term Loans: Term Loan, matures October 1, 2022 5 $ - $ 433,440 $ 434,177 Term Loan, matures January 2, 2025 6 931,332 - - Less: current portion (9,700 ) (4,500 ) (4,500 ) Total long-term borrowings under term loans $ 921,632 $ 428,940 $ 429,677 Senior Notes: Senior Notes, mature October 2023 7 293,287 292,328 292,008 Senior Notes, mature November 2025 8 1,279,389 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 1,572,676 $ 292,328 $ 292,008 Long-term debt, net $ 2,494,308 $ 721,268 $ 721,685 Equipment Financing Facilities and Other: Equipment financing facilities, various maturities through September 2021 9 $ 12,288 $ 12,898 $ 14,314 Capital lease obligations, various maturities through November 2021 10 13,705 19,956 20,973 Total obligations under equipment financing facilities and other 25,993 32,854 35,287 Less: current portion (10,014 ) (9,641 ) (9,262 ) Long-term obligations under equipment financing and other, net $ 15,979 $ 23,213 $ 26,025 ________________________________ 1 Extinguished on January 2, 2018; Effective rate on borrowings of 3.28% as of June 30, 2017 2 Extinguished on January 2, 2018; Effective rate on borrowings of 3.70% as of September 30, 2017 and 3.20% as of June 30, 2017 3 Effective rate on borrowings of 3.78% as of June 30, 2018 4 Effective rate on borrowings of 3.95% as of June 30, 2018 5 Extinguished on January 2, 2018; Interest rate of 3.50% as of September 30, 2017 and June 30, 2017 6 Interest rate of 4.35% as of June 30, 2018 7 Interest rate of 6.38% as of June 30, 2018, September 30, 2017 and June 30, 2017 8 Interest rate of 4.88% as of June 30, 2018 9 Fixed interest rates ranging from 2.33% to 3.25% as of June 30, 2018, September 30, 2017, and June 30, 2017 10 Fixed interest rates ranging from 2.72% to 10.39% as of June 30, 2018 , September 30, 2017, and June 30, 2017 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Rental Commitments under Non-cancelable Operating Leases | At June 30, 2018, the minimum rental commitments under all non-cancelable operating leases with initial or remaining terms of more than one year were as follows (in thousands): Year Ending September 30, 2018 (July - Sept) $ 25,318 2019 98,378 2020 85,759 2021 74,622 2022 55,115 Thereafter 128,317 Total minimum lease payments $ 467,509 |
Geographic Data (Tables)
Geographic Data (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Information | The following tables summarize certain geographic information for the periods presented (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Net sales U.S. $ 1,883,249 $ 1,167,647 $ 4,364,128 $ 2,977,108 Canada 51,702 46,247 118,427 109,694 Total net sales $ 1,934,951 $ 1,213,894 $ 4,482,555 $ 3,086,802 June 30, September 30, June 30, 2018 2017 2017 Long-lived assets U.S. $ 1,455,771 $ 507,236 $ 515,170 Canada 12,403 13,446 13,204 Total long-lived assets $ 1,468,174 $ 520,682 $ 528,374 |
Supplemental Guarantor Inform31
Supplemental Guarantor Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheets | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 50,563 $ 3,698 $ (26,710 ) $ 27,551 Accounts receivable, net - 1,046,751 32,277 (1,140 ) 1,077,888 Inventories, net - 1,132,228 33,161 - 1,165,389 Prepaid expenses and other current assets 44,662 286,478 6,449 - 337,589 Total current assets 44,662 2,516,020 75,585 (27,850 ) 2,608,417 Intercompany receivable, net - 1,290,785 - (1,290,785 ) - Investments in consolidated subsidiaries 5,981,419 - - (5,981,419 ) - Deferred income taxes, net 19,702 - - (19,702 ) - Property and equipment, net 14,046 264,610 10,052 - 288,708 Goodwill - 2,291,635 29,545 - 2,321,180 Intangibles, net - 1,368,653 2,352 - 1,371,005 Other assets, net 1,242 269 - - 1,511 Total Assets $ 6,061,071 $ 7,731,972 $ 117,534 $ (7,319,756 ) $ 6,590,821 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 42,884 $ 688,336 $ 16,316 $ (27,850 ) $ 719,686 Accrued expenses 24,416 490,987 5,549 - 520,952 Current portions of long-term debt 9,700 10,014 - - 19,714 Total current liabilities 77,000 1,189,337 21,865 (27,850 ) 1,260,352 Intercompany payable, net 1,251,503 - 39,282 (1,290,785 ) - Borrowings under revolving lines of credit, net - 471,857 10,632 - 482,489 Long-term debt, net 2,494,308 - - - 2,494,308 Deferred income taxes, net - 113,454 176 (19,702 ) 93,928 Long-term obligations under equipment financing and other, net - 15,979 - - 15,979 Other long-term liabilities 814 5,428 77 - 6,319 Total liabilities 3,823,625 1,796,055 72,032 (1,338,337 ) 4,353,375 Convertible preferred stock 399,195 - - - 399,195 Total stockholders' equity 1,838,251 5,935,917 45,502 (5,981,419 ) 1,838,251 Total Liabilities and Stockholders' Equity $ 6,061,071 $ 7,731,972 $ 117,534 $ (7,319,756 ) $ 6,590,821 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 149,799 $ 1,582 $ (13,131 ) $ 138,250 Accounts receivable, net - 663,034 42,633 (1,140 ) 704,527 Inventories, net - 527,226 24,698 - 551,924 Prepaid expenses and other current assets 4,195 198,817 6,126 - 209,138 Total current assets 4,195 1,538,876 75,039 (14,271 ) 1,603,839 Intercompany receivable, net - 655,372 - (655,372 ) - Investments in consolidated subsidiaries 3,160,273 - - (3,160,273 ) - Deferred income taxes, net 30,822 - - (30,822 ) - Property and equipment, net 6,610 138,955 10,564 - 156,129 Goodwill - 1,220,812 31,174 - 1,251,986 Intangibles, net - 426,187 2,882 - 429,069 Other assets, net 2,912 5,622 - - 8,534 Total Assets $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,174 $ 468,891 $ 21,903 $ (14,271 ) $ 503,697 Accrued expenses 51,183 204,173 5,941 - 261,297 Current portions of long-term obligations 4,500 9,641 - - 14,141 Total current liabilities 82,857 682,705 27,844 (14,271 ) 779,135 Intercompany payable, net 618,881 - 36,491 (655,372 ) - Borrowings under revolving lines of credit, net - - 3,205 - 3,205 Long-term debt, net 721,268 - - - 721,268 Deferred income taxes, net - 168,209 996 (30,822 ) 138,383 Long-term obligations under equipment financing and other, net - 23,147 66 - 23,213 Other long-term liabilities 2,547 - - 2,547 Total liabilities 1,423,006 876,608 68,602 (700,465 ) 1,667,751 Total stockholders' equity 1,781,806 3,109,216 51,057 (3,160,273 ) 1,781,806 Total Liabilities and Stockholders' Equity $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 34,583 $ 7,314 $ (8,842 ) $ 33,055 Accounts receivable, net 1,327 640,796 29,994 (1,140 ) 670,977 Inventories, net - 608,367 33,058 - 641,425 Prepaid expenses and other current assets 30,158 185,633 5,686 - 221,477 Total current assets 31,485 1,469,379 76,052 (9,982 ) 1,566,934 Intercompany receivable, net - 1,037,846 - (1,037,846 ) - Investments in consolidated subsidiaries 3,070,328 - - (3,070,328 ) - Deferred income taxes, net 58,230 - - (58,230 ) - Property and equipment, net 6,541 140,126 10,284 - 156,951 Goodwill - 1,226,034 29,980 - 1,256,014 Intangibles, net - 440,042 2,920 - 442,962 Other assets, net 1,242 269 - - 1,511 Total Assets $ 3,167,826 $ 4,313,696 $ 119,236 $ (4,176,386 ) $ 3,424,372 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 23,839 $ 354,696 $ 19,026 $ (9,982 ) $ 387,579 Accrued expenses 18,174 257,387 4,754 - 280,315 Current portions of long-term obligations 4,500 9,262 - - 13,762 Total current liabilities 46,513 621,345 23,780 (9,982 ) 681,656 Intercompany payable, net 998,740 - 39,106 (1,037,846 ) - Borrowings under revolving lines of credit - 437,285 12,330 - 449,615 Long-term debt, net 721,685 - - - 721,685 Deferred income taxes, net - 199,746 600 (58,230 ) 142,116 Long-term obligations under equipment financing and other, net - 25,978 47 - 26,025 Other long-term liabilities - 2,387 - - 2,387 Total liabilities 1,766,938 1,286,741 75,863 (1,106,058 ) 2,023,484 Total stockholders' equity 1,400,888 3,026,955 43,373 (3,070,328 ) 1,400,888 Total Liabilities and Stockholders' Equity $ 3,167,826 $ 4,313,696 $ 119,236 $ (4,176,386 ) $ 3,424,372 |
Condensed Consolidating Statements of Operations | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,883,249 $ 51,702 $ - $ 1,934,951 Cost of products sold - 1,401,045 40,012 - 1,441,057 Gross profit - 482,204 11,690 - 493,894 Operating expense: Selling, general and administrative 1,776 313,034 8,384 - 323,194 Depreciation 411 14,967 433 - 15,811 Amortization - 49,947 129 - 50,076 Total operating expense 2,187 377,948 8,946 - 389,081 Intercompany charges (income) (7,521 ) 7,521 - - - Income (loss) from operations 5,334 96,735 2,744 - 104,813 Interest expense, financing costs, and other 33,416 3,594 338 - 37,348 Intercompany interest expense (income) (6,809 ) 6,427 382 - - Income (loss) before provision for income taxes (21,273 ) 86,714 2,024 - 67,465 Provision for (benefit from) income taxes (6,848 ) 24,356 582 - 18,090 Income (loss) before equity in net income of subsidiaries (14,425 ) 62,358 1,442 - 49,375 Equity in net income of subsidiaries 63,800 - - (63,800 ) - Net income (loss) $ 49,375 $ 62,358 $ 1,442 $ (63,800 ) $ 49,375 Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,167,647 $ 46,247 $ - $ 1,213,894 Cost of products sold - 880,325 35,815 - 916,140 Gross profit - 287,322 10,432 - 297,754 Operating expense: Selling, general and administrative 72 176,094 7,434 - 183,600 Depreciation 335 7,823 421 - 8,579 Amortization - 20,561 143 - 20,704 Total operating expense 407 204,478 7,998 - 212,883 Intercompany charges (income) (12,549 ) 11,987 562 - - Income (loss) from operations 12,142 70,857 1,872 - 84,871 Interest expense, financing costs, and other 9,610 3,586 201 - 13,397 Intercompany interest expense (income) (6,724 ) 6,724 - - - Income (loss) before provision for income taxes 9,256 60,547 1,671 - 71,474 Provision for (benefit from) income taxes 3,473 22,883 459 - 26,815 Income (loss) before equity in net income of subsidiaries 5,783 37,664 1,212 - 44,659 Equity in net income of subsidiaries 38,876 - - (38,876 ) - Net income (loss) $ 44,659 $ 37,664 $ 1,212 $ (38,876 ) $ 44,659 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 4,364,128 $ 118,427 $ - $ 4,482,555 Cost of products sold - 3,288,086 92,445 - 3,380,531 Gross profit - 1,076,042 25,982 - 1,102,024 Operating expense: Selling, general and administrative 4,315 828,987 25,232 - 858,534 Depreciation 1,310 39,015 1,315 - 41,640 Amortization - 104,946 393 - 105,339 Total operating expense 5,625 972,948 26,940 - 1,005,513 Intercompany charges (income) (8,105 ) 8,105 - - - Income (loss) from operations 2,480 94,989 (958 ) - 96,511 Interest expense, financing costs, and other 90,712 8,226 548 - 99,486 Intercompany interest expense (income) (17,698 ) 16,552 1,146 - - Income (loss) before provision for income taxes (70,534 ) 70,211 (2,652 ) - (2,975 ) Provision for (benefit from) income taxes (11,796 ) (40,891 ) (604 ) - (53,291 ) Income (loss) before equity in net income of subsidiaries (58,738 ) 111,102 (2,048 ) - 50,316 Equity in net income of subsidiaries 109,054 - - (109,054 ) - Net income (loss) $ 50,316 $ 111,102 $ (2,048 ) $ (109,054 ) $ 50,316 Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 2,977,108 $ 109,694 $ - $ 3,086,802 Cost of products sold - 2,248,454 85,050 - 2,333,504 Gross profit - 728,654 24,644 - 753,298 Operating expense: Selling, general and administrative 15,006 501,503 21,779 - 538,288 Depreciation 1,057 22,812 1,253 - 25,122 Amortization - 60,684 432 - 61,116 Total operating expense 16,063 584,999 23,464 - 624,526 Intercompany charges (income) (37,057 ) 35,379 1,678 - - Income (loss) from operations 20,994 108,276 (498 ) - 128,772 Interest expense, financing costs, and other 28,947 9,044 1,248 - 39,239 Intercompany interest expense (income) (17,406 ) 17,406 - - - Income (loss) before provision for income taxes 9,453 81,826 (1,746 ) - 89,533 Provision for (benefit from) income taxes 3,063 31,217 (480 ) - 33,800 Income (loss) before equity in net income of subsidiaries 6,390 50,609 (1,266 ) - 55,733 Equity in net income of subsidiaries 49,343 - - (49,343 ) - Net income (loss) $ 55,733 $ 50,609 $ (1,266 ) $ (49,343 ) $ 55,733 |
Condensed Consolidating Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 49,375 $ 62,358 $ 1,442 $ (63,800 ) $ 49,375 Other comprehensive income (loss): Foreign currency translation adjustment (1,535 ) - (1,535 ) 1,535 (1,535 ) Total other comprehensive income (loss) (1,535 ) - (1,535 ) 1,535 (1,535 ) Comprehensive income (loss) $ 47,840 $ 62,358 $ (93 ) $ (62,265 ) $ 47,840 Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 44,659 $ 37,664 $ 1,212 $ (38,876 ) $ 44,659 Other comprehensive income (loss): Foreign currency translation adjustment 1,730 - 1,730 (1,730 ) 1,730 Total other comprehensive income (loss) 1,730 - 1,730 (1,730 ) 1,730 Comprehensive income (loss) $ 46,389 $ 37,664 $ 2,942 $ (40,606 ) $ 46,389 Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 50,316 $ 111,102 $ (2,048 ) $ (109,054 ) $ 50,316 Other comprehensive income (loss): Foreign currency translation adjustment (3,506 ) - (3,506 ) 3,506 (3,506 ) Total other comprehensive income (loss) (3,506 ) - (3,506 ) 3,506 (3,506 ) Comprehensive income (loss) $ 46,810 $ 111,102 $ (5,554 ) $ (105,548 ) $ 46,810 Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 55,733 $ 50,609 $ (1,266 ) $ (49,343 ) $ 55,733 Other comprehensive income (loss): Foreign currency translation adjustment 891 - 891 (891 ) 891 Total other comprehensive income (loss) 891 - 891 (891 ) 891 Comprehensive income (loss) $ 56,624 $ 50,609 $ (375 ) $ (50,234 ) $ 56,624 |
Condensed Consolidating Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (68,803 ) $ 93,178 $ (8,308 ) $ (17,086 ) $ (1,019 ) Investing Activities Purchases of property and equipment (8,721 ) (24,901 ) (1,356 ) - (34,978 ) Acquisition of businesses, net (2,715,429 ) - - - (2,715,429 ) Proceeds from the sale of assets - 724 26 - 750 Intercompany activity 628,948 - - (628,948 ) - Net cash provided by (used in) investing activities (2,095,202 ) (24,177 ) (1,330 ) (628,948 ) (2,749,657 ) Financing Activities Borrowings under revolving lines of credit - 2,082,972 39,977 - 2,122,949 Repayments under revolving lines of credit - (1,599,839 ) (32,139 ) - (1,631,978 ) Borrowings under term loan 970,000 - - - 970,000 Repayments under term loan (443,425 ) - - - (443,425 ) Repayments under equipment financing facilities and other - (8,604 ) - - (8,604 ) Borrowings under senior notes 1,300,000 - - - 1,300,000 Payment of debt issuance costs (58,266 ) (7,522 ) - - (65,788 ) Proceeds from issuance of convertible preferred stock 400,000 - - - 400,000 Payment of stock issuance costs (1,279 ) - - - (1,279 ) Payment of dividends on preferred stock (6,000 ) - - - (6,000 ) Proceeds from issuance of common stock related to equity awards 6,950 - - - 6,950 Taxes paid related to net share settlement of equity awards (3,975 ) - - - (3,975 ) Intercompany activity - (635,244 ) 2,789 632,455 - Net cash provided by (used in) financing activities 2,164,005 (168,237 ) 10,627 632,455 2,638,850 Effect of exchange rate changes on cash and cash equivalents - - 1,127 - 1,127 Net increase (decrease) in cash and cash equivalents - (99,236 ) 2,116 (13,579 ) (110,699 ) Cash and cash equivalents, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash and cash equivalents, end of period $ - $ 50,563 $ 3,698 $ (26,710 ) $ 27,551 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (33,267 ) $ 108,649 $ (2,064 ) $ 855 $ 74,173 Investing Activities Purchases of property and equipment (2,972 ) (27,522 ) (1,388 ) - (31,882 ) Acquisition of businesses (128,533 ) - - - (128,533 ) Proceeds from the sale of assets - 1,828 11 - 1,839 Intercompany activity 159,325 - - (159,325 ) - Net cash provided by (used in) investing activities 27,820 (25,694 ) (1,377 ) (159,325 ) (158,576 ) Financing Activities Borrowings under revolving lines of credit - 1,705,434 16,493 - 1,721,927 Repayments under revolving lines of credit - (1,624,574 ) (8,996 ) - (1,633,570 ) Repayments under term loan (3,375 ) - - - (3,375 ) Repayments under equipment financing facilities and other - (7,780 ) - - (7,780 ) Proceeds from issuance of common stock 9,994 - - - 9,994 Taxes paid related to net share settlement of equity awards (1,172 ) - - - (1,172 ) Intercompany activity - (158,899 ) 334 158,565 - Net cash provided by (used in) financing activities 5,447 (85,819 ) 7,831 158,565 86,024 Effect of exchange rate changes on cash and cash equivalents - - 48 - 48 Net increase (decrease) in cash and cash equivalents - (2,864 ) 4,438 95 1,669 Cash and cash equivalents, beginning of period - 37,447 2,876 (8,937 ) 31,386 Cash and cash equivalents, end of period $ - $ 34,583 $ 7,314 $ (8,842 ) $ 33,055 |
Company Overview - Additional I
Company Overview - Additional Information (Detail) $ in Millions | Jan. 02, 2017USD ($) | Jun. 30, 2018StateProvince |
Company Overview [Line Items] | ||
Date of incorporation | Aug. 22, 1997 | |
Allied Acquisition [Member] | ||
Company Overview [Line Items] | ||
Acquisition purchase price in cash | $ | $ 2,625 | |
United States | ||
Company Overview [Line Items] | ||
Number of states in which entity operates | State | 50 | |
Canada | ||
Company Overview [Line Items] | ||
Number of provinces in which entity operates | Province | 6 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Accounting Standards Update 2016-09 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Excess tax benefits recognized | $ 0.1 | $ 3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | May 01, 2018USD ($)Location | Jan. 02, 2018USD ($)StateLocation$ / sharesshares | May 01, 2017USD ($)Location | Mar. 01, 2017USD ($)Location | Jan. 09, 2017USD ($)Location | Jan. 03, 2017USD ($)Location | Jan. 02, 2017USD ($) | Dec. 16, 2016USD ($)Location | Jun. 30, 2018USD ($)Branch$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Branch$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)BranchBusiness$ / sharesshares | Mar. 31, 2018USD ($) | Oct. 25, 2017USD ($) | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Preferred stock, issuance | shares | 0 | 0 | 0 | 0 | 0 | |||||||||||
Proceeds from convertible preferred stock | $ 400,000,000 | $ 0 | ||||||||||||||
Mezzanine equity | $ 399,195,000 | 399,195,000 | ||||||||||||||
Stock issuance costs | $ 1,279,000 | $ 0 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Number Of Business Locations Acquired | Branch | 1 | 1 | 23 | |||||||||||||
Net sales | $ 1,934,951,000 | $ 1,213,894,000 | $ 4,482,555,000 | $ 3,086,802,000 | ||||||||||||
Net income (loss) | 49,375,000 | 44,659,000 | 50,316,000 | 55,733,000 | ||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | 5,148,204,000 | 4,958,292,000 | ||||||||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | 2,321,180,000 | $ 1,256,014,000 | 2,321,180,000 | $ 1,256,014,000 | $ 1,251,986,000 | $ 1,197,565,000 | ||||||||||
Number Of Business Locations Acquired | Business | 5 | |||||||||||||||
Senior Notes, Matures November 2025 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | |||||||||||||||
Allied Acquisition [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition purchase price in cash | $ 2,625,000,000 | |||||||||||||||
Net working capital adjustment | 88,100,000 | |||||||||||||||
Number Of Business Locations Acquired | Location | 208 | |||||||||||||||
Number Of States Business Location Acquired | State | 31 | |||||||||||||||
Net sales | 1,320,000,000 | |||||||||||||||
Net income (loss) | 15,800,000 | |||||||||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | 1,069,498,000 | 1,069,498,000 | $ 1,130,635,000 | |||||||||||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | 1,047,000,000 | 1,047,000,000 | $ 1,037,000,000 | |||||||||||||
Allied Acquisition [Member] | Investment Agreement [Member] | Series A Cumulative Convertible Participating Preferred Stock [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Preferred stock, issuance | shares | 400,000 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||||||||||||
Preferred stock, liquidation preference value | $ 400,000,000 | |||||||||||||||
Preferred stock, liquidation purchase price per share | $ / shares | $ 1,000 | |||||||||||||||
Proceeds from convertible preferred stock | $ 400,000,000 | |||||||||||||||
Preferred stock conversion price per share | $ / shares | $ 41.26 | |||||||||||||||
Preferred stock dividend rate | 6.00% | |||||||||||||||
Mezzanine equity | $ 399,200,000 | |||||||||||||||
Stock issuance costs | 800,000 | |||||||||||||||
Allied Acquisition [Member] | Secured Term Loan B Facility [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Long-term Line of Credit | $ 970,000,000 | |||||||||||||||
Allied Acquisition [Member] | Secured Term Loan B Facility [Member] | LIBOR [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Base borrowing rates | 1.25% | |||||||||||||||
Allied Acquisition [Member] | Senior Notes, Matures November 2025 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | |||||||||||||||
Allied Acquisition [Member] | Senior-secured Asset-based Revolving Line Of Credit [Member] | LIBOR [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Base borrowing rates | 2.25% | |||||||||||||||
Allied Acquisition [Member] | Stock Purchase Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition purchase price in cash | $ 2,625,000,000 | |||||||||||||||
Tri-State Builder Supply | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 1 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 6,000,000 | |||||||||||||||
Series of Individually Immaterial Business Acquisitions | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | 1,300,000 | 1,300,000 | $ 53,000,000 | |||||||||||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | $ 800,000 | $ 800,000 | $ 47,400,000 | |||||||||||||
BJ Supply Company | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 1 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 4,000,000 | |||||||||||||||
American Building and Roofing, Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 7 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 36,000,000 | |||||||||||||||
Eco Insulation Supply [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 1 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 8,000,000 | |||||||||||||||
Acme Building Materials Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 3 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 13,000,000 | |||||||||||||||
Lowry's Inc. | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number Of Business Locations Acquired | Location | 11 | |||||||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 76,000,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | |
Business Combination Separately Recognized Transactions [Line Items] | |||||
Goodwill | $ 2,321,180 | $ 1,251,986 | $ 1,256,014 | $ 1,197,565 | |
Allied Acquisition [Member] | |||||
Business Combination Separately Recognized Transactions [Line Items] | |||||
Cash | 169 | $ 19,322 | |||
Accounts receivable | 322,962 | 315,485 | |||
Inventory | 314,658 | 322,705 | |||
Prepaid and other current assets | 75,144 | 59,279 | |||
Property, plant, and equipment | 139,360 | 139,528 | |||
Goodwill | 1,069,498 | 1,130,635 | |||
Intangible assets | 1,047,000 | 1,037,000 | |||
Current liabilities | (253,048) | (271,252) | |||
Non-current liabilities | (2,645) | (6,820) | |||
Total purchase price | 2,713,098 | $ 2,745,882 | |||
Cash | (19,153) | ||||
Accounts receivable | 7,477 | ||||
Inventory | (8,047) | ||||
Prepaid and other current assets | 15,865 | ||||
Property, plant, and equipment | (168) | ||||
Goodwill | (61,137) | ||||
Intangible assets | 10,000 | ||||
Current liabilities | 18,204 | ||||
Non-current liabilities | 4,175 | ||||
Total purchase price | $ (32,784) |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Net sales | $ 5,148,204 | $ 4,958,292 |
Net income (loss) | $ 11,394 | $ 15,654 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Components and Calculation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 49,375 | $ 44,659 | $ 50,316 | $ 55,733 | |
Dividends on preferred shares | [1] | (6,000) | 0 | (12,000) | 0 |
Net income (loss) attributable to common shareholders | 43,375 | 44,659 | 38,316 | 55,733 | |
Undistributed income allocated to participating securities | (5,406) | (3,293) | |||
Net income (loss) attributable to common shareholders - basic and diluted | $ 37,969 | $ 44,659 | $ 35,023 | $ 55,733 | |
Weighted-average common shares outstanding - basic | 68,086,387 | 60,311,923 | 67,976,980 | 60,131,546 | |
Effect of common share equivalents | 1,061,756 | 1,038,920 | 1,263,060 | 1,032,045 | |
Weighted-average common shares outstanding - diluted | 69,148,143 | 61,350,843 | 69,240,040 | 61,163,591 | |
Net income (loss) per share - basic | [2] | $ 0.56 | $ 0.74 | $ 0.52 | $ 0.93 |
Net income (loss) per share - diluted | [2] | $ 0.55 | $ 0.73 | $ 0.51 | $ 0.91 |
[1] | For the three months ended June 30, 2018, $6.0 million is comprised entirely of cumulative dividends that are undeclared as of period end. For the nine months ended June 30, 2018, $12.0 million is comprised of the $6.0 million undeclared cumulative dividends as well as an additional $6.0 million of preferred share dividends that had been declared and paid as of period end. | ||||
[2] | See Note 4 for detailed calculations and further discussion. |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,694,619 | 6,392,056 | ||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 484,358 | 247,102 | 349,281 | 359,757 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 355,891 | 148,638 | 82,520 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class Of Stock [Line Items] | ||||
Balance | $ 1,781,806 | |||
Beginning Balance(in shares) | 67,700,858 | |||
Issuance of common stock, net of shares withheld for taxes | $ 2,976 | |||
Issuance costs related to secondary offering of common stock | (474) | |||
Stock-based compensation | 13,133 | |||
Other comprehensive income (loss) | (3,506) | |||
Net income (loss) | $ 49,375 | $ 44,659 | 50,316 | $ 55,733 |
Dividends on preferred shares | (6,000) | |||
Balance | $ 1,838,251 | $ 1,400,888 | $ 1,838,251 | $ 1,400,888 |
Ending Balance(in shares) | 68,105,113 | 60,361,035 | 68,105,113 | 60,361,035 |
Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Balance | $ 677 | |||
Beginning Balance(in shares) | 67,700,858 | |||
Issuance of common stock, net of shares withheld for taxes | $ 4 | |||
Issuance of common stock, net of shares withheld for taxes (in shares) | 404,255 | |||
Balance | $ 681 | $ 681 | ||
Ending Balance(in shares) | 68,105,113 | 68,105,113 | ||
Additional Paid-in Capital [Member] | ||||
Class Of Stock [Line Items] | ||||
Balance | $ 1,047,506 | |||
Issuance of common stock, net of shares withheld for taxes | 2,972 | |||
Issuance costs related to secondary offering of common stock | (474) | |||
Stock-based compensation | 13,133 | |||
Balance | $ 1,063,137 | 1,063,137 | ||
Retained Earnings [Member] | ||||
Class Of Stock [Line Items] | ||||
Balance | 748,186 | |||
Net income (loss) | 50,316 | |||
Dividends on preferred shares | (6,000) | |||
Balance | 792,502 | 792,502 | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Class Of Stock [Line Items] | ||||
Balance | (14,563) | |||
Other comprehensive income (loss) | (3,506) | |||
Balance | $ (18,069) | $ (18,069) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 |
Equity [Abstract] | |||
Common stock (voting), shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock (Voting), issued | 68,105,113 | 67,700,858 | 60,361,035 |
Common Stock (voting), outstanding | 68,105,113 | 67,700,858 | 60,361,035 |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | $ 1,781,806 | |||
Other comprehensive income before reclassifications | $ (1,535) | $ 1,730 | (3,506) | $ 891 |
Balance | 1,838,251 | $ 1,400,888 | 1,838,251 | $ 1,400,888 |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (14,563) | |||
Other comprehensive income before reclassifications | (3,506) | |||
Balance | (18,069) | (18,069) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (14,563) | |||
Other comprehensive income before reclassifications | (3,506) | |||
Balance | $ (18,069) | $ (18,069) |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 09, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation number of shares authorized | 5,000,000 | ||||
Stock-based compensation number of shares available for awards | 3,748,856 | 3,748,856 | |||
Restricted Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 100.00% | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non Qualified Options Expire | 10 years | ||||
Allocated stock-based compensation expense | $ 1 | $ 1.1 | $ 2.9 | $ 3.7 | |
Unrecognized compensation cost related to unvested stock | 5.7 | $ 5.7 | |||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 1 year 10 months 24 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | 4.3 | $ 2.6 | $ 10.2 | $ 7.7 | |
Unrecognized compensation cost related to unvested stock | $ 23.3 | $ 23.3 | |||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 1 year 9 months 18 days | ||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 0.00% | ||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 200.00% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions (Detail) | 9 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 2.10% |
Expected volatility | 26.43% |
Expected life (in years) | 5 years 5 months 15 days |
Dividend yield | 0.00% |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options Outstanding and Activity During the Period (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Sep. 30, 2017 | |
Options Outstanding | ||
Balance as of September 30, 2017 | 2,084,228 | |
Granted | 276,370 | |
Exercised | (277,589) | |
Canceled/Forfeited | (54,669) | |
Expired | (1,991) | |
Balance as of June 30, 2018 | 2,026,349 | 2,084,228 |
Vested and expected to vest after June 30, 2018 | 2,008,997 | |
Exercisable as of June 30, 2018 | 1,470,856 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 28.84 | |
Granted | 55.17 | |
Exercised | 25.04 | |
Canceled/Forfeited | 40.15 | |
Expired | 15.28 | |
Ending Balance | 32.66 | $ 28.84 |
Vested and expected to vest after June 30, 2018 | 32.52 | |
Exercisable as of June 30, 2018 | $ 27.30 | |
Weighted-Average Remaining Contractual Life | ||
Balance | 5 years 10 months 24 days | 6 years 1 month 6 days |
Vested and expected to vest after June 30, 2018 | 5 years 10 months 24 days | |
Exercisable as of June 30, 2018 | 4 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Balance | $ 24,544 | $ 46,714 |
Vested and expected to vest after June 30, 2018 | 24,497 | |
Exercisable as of June 30, 2018 | $ 22,871 |
Stock-based compensation - St45
Stock-based compensation - Stock Option Grants, Vesting, and Exercises (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of stock options granted | $ 15.86 | $ 14.21 |
Total grant date fair value of stock options vested | $ 4,172 | $ 5,504 |
Total intrinsic value of stock options exercised | $ 8,995 | $ 9,617 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Detail) - $ / shares | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Weighted - Average Grant Date Fair Value | ||
Granted | $ 57.40 | $ 47.31 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding | ||
Balance at September 30, 2017 | 770,973 | |
Granted | 370,190 | |
Performance awards | 41,440 | |
Released | (191,703) | |
Canceled/Forfeited | (43,082) | |
Balance at June 30, 2018 | 947,818 | |
Vested and expected to vest after June 30, 2018 | 961,213 | |
Weighted - Average Grant Date Fair Value | ||
Balance at September 30, 2017 | $ 38.95 | |
Granted | 57.40 | |
Performance awards | 39.56 | |
Released | 31.91 | |
Canceled/Forfeited | 48.84 | |
Balance at June 30, 2018 | 47.16 | |
Vested and expected to vest after June 30, 2018 | $ 47.22 |
Stock-based Compensation - Re47
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Parenthetical) (Detail) | 9 Months Ended |
Jun. 30, 2018 | |
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares vested and expected to vest | 100.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Restricted Stock Units Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of RSUs granted | $ 57.40 | $ 47.31 |
Total grant date fair value of RSUs vested | $ 6,656 | $ 4,552 |
Total intrinsic value of RSUs released | $ 11,041 | $ 5,620 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Summary of Changes in goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 1,251,986 | $ 1,197,565 |
Acquisitions | 1,070,823 | 58,234 |
Translation and other adjustments | (1,629) | 215 |
Ending balance | $ 2,321,180 | $ 1,256,014 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Goodwill And Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 1,050,000 | $ 47,400 | |||
Amortization of Intangible Assets | $ 50,076 | $ 20,704 | $ 105,339 | $ 61,116 | |
Minimum [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Maximum [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||
Weighted Average [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 18 years 8 months 12 days | ||||
Trademarks [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Indefinite-lived Intangible Assets Acquired | $ 120,000 | ||||
Customer Relationships [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 920,800 | 42,700 | |||
Customer Relationships [Member] | Weighted Average [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 18 years 10 months 6 days | ||||
Trademarks [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | 4,600 | ||||
Trademarks [Member] | Weighted Average [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years 9 months 10 days | ||||
Beneficial Lease Arrangements [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 6,600 | $ 100 | |||
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years 11 months 8 days |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 1,551,402 | $ 624,410 | $ 616,760 |
Accumulated amortization | (373,447) | (268,391) | (246,848) |
Total amortizable intangible assets, net | 1,177,955 | 356,019 | 369,912 |
Indefinite lived trademarks | 193,050 | 73,050 | 73,050 |
Total intangibles, net | $ 1,371,005 | 429,069 | 442,962 |
Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 8 months 12 days | ||
Minimum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Noncompete Agreements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 2,824 | 2,824 | 2,824 |
Noncompete Agreements [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years 8 months 23 days | ||
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 1,530,434 | 610,026 | 605,326 |
Customer Relationships [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 10 months 6 days | ||
Trademarks [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 10,500 | 10,500 | 7,650 |
Trademarks [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years 9 months 10 days | ||
Beneficial Lease Arrangements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 7,644 | $ 1,060 | $ 960 |
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years 11 months 8 days |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Summary of Estimated Future Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2018 (July - Sept) | $ 25,010 | ||
2,019 | 189,302 | ||
2,020 | 182,398 | ||
2,021 | 153,513 | ||
2,022 | 125,948 | ||
Thereafter | 501,784 | ||
Total amortizable intangible assets, net | $ 1,177,955 | $ 356,019 | $ 369,912 |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt Instruments (Detail) - USD ($) | Jun. 30, 2018 | Jan. 02, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Oct. 02, 2015 | |||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | $ 482,489,000 | $ 3,205,000 | $ 449,615,000 | |||||
Senior Notes, Less: current portion | 0 | 0 | 0 | |||||
Total long-term borrowings under Senior Notes | 1,572,676,000 | 292,328,000 | 292,008,000 | |||||
Long-term debt, net | 2,494,308,000 | 721,268,000 | 721,685,000 | |||||
Equipment financing facilities, various maturities through September 2021 | [1] | 12,288,000 | 12,898,000 | 14,314,000 | ||||
Capital lease obligations, various maturities through November 2021 | [2] | 13,705,000 | 19,956,000 | 20,973,000 | ||||
Long-term obligations under equipment financing and other, net | 15,979,000 | 23,213,000 | 26,025,000 | |||||
Senior Notes, Matures October 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes | [3] | 293,287,000 | 292,328,000 | 292,008,000 | ||||
Senior Notes, Matures November 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes | [4] | 1,279,389,000 | ||||||
Equipment Financing Facilities and Other [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total obligations under equipment financing facilities and other | 25,993,000 | 32,854,000 | 35,287,000 | |||||
Less: current portion | (10,014,000) | (9,641,000) | (9,262,000) | |||||
Long-term obligations under equipment financing and other, net | 15,979,000 | 23,213,000 | 26,025,000 | |||||
Revolving Lines of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | 482,489,000 | 3,205,000 | 449,615,000 | |||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | U.S. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | 437,285,000 | [5] | $ 670,000,000 | |||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | Canada [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [6] | 3,205,000 | 12,330,000 | |||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | 482,500,000 | |||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [7] | 471,857,000 | ||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | Canada [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [8] | 10,632,000 | ||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Less: current portion | (9,700,000) | (4,500,000) | (4,500,000) | |||||
Borrowings under revolving lines of credit/term loans, net | 921,632,000 | 428,940,000 | 429,677,000 | |||||
Term Loan [Member] | Term Loan, Matures January 2, 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | $ 931,332,000 | [9] | $ 970,000,000 | |||||
Term Loan [Member] | Term Loan, Matures October 1, 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [10] | $ 433,440,000 | $ 434,177,000 | |||||
[1] | Fixed interest rates ranging from 2.33% to 3.25% as of June 30, 2018, September 30, 2017, and June 30, 2017 | |||||||
[2] | Fixed interest rates ranging from 2.72% to 10.39% as of June 30, 2018 , September 30, 2017, and June 30, 2017 | |||||||
[3] | Interest rate of 6.38% as of June 30, 2018, September 30, 2017 and June 30, 2017 | |||||||
[4] | Interest rate of 4.88% as of June 30, 2018 | |||||||
[5] | Extinguished on January 2, 2018; Effective rate on borrowings of 3.28% as of June 30, 2017 | |||||||
[6] | Extinguished on January 2, 2018; Effective rate on borrowings of 3.70% as of September 30, 2017 and 3.20% as of June 30, 2017 | |||||||
[7] | Effective rate on borrowings of 3.78% as of June 30, 2018 | |||||||
[8] | Effective rate on borrowings of 3.95% as of June 30, 2018 | |||||||
[9] | Interest rate of 4.35% as of June 30, 2018 | |||||||
[10] | Extinguished on January 2, 2018; Interest rate of 3.50% as of September 30, 2017 and June 30, 2017 |
Financing Arrangements - Long54
Financing Arrangements - Long-term Debt Instruments (Parenthetical) (Detail) | Jan. 02, 2018 | Oct. 02, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 |
Equipment Financing Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Sep. 30, 2021 | ||||
Equipment Financing Facilities [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Equipment financing facilities, fixed interest rate percentage | 2.33% | 2.33% | 2.33% | ||
Equipment Financing Facilities [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Equipment financing facilities, fixed interest rate percentage | 3.25% | 3.25% | 3.25% | ||
Capital Lease Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Nov. 30, 2021 | ||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations, fixed interest rate percentage | 2.72% | 2.72% | 2.72% | ||
Capital Lease Obligations [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations, fixed interest rate percentage | 10.39% | 10.39% | 10.39% | ||
Senior Notes, Matures October 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate at period end | 6.38% | 6.38% | 6.38% | ||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 31, 2023 | |||
Senior Notes, Matures November 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate at period end | 4.88% | ||||
Debt instrument maturity date | Nov. 1, 2025 | ||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Oct. 1, 2020 | ||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | U.S. [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.28% | ||||
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||||
Debt extinguishment date | Jan. 2, 2018 | ||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.20% | 3.70% | |||
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||||
Debt extinguishment date | Jan. 2, 2018 | ||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Jan. 2, 2023 | ||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.78% | ||||
Line of Credit Facility, Expiration Date | Jan. 2, 2023 | ||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.95% | ||||
Line of Credit Facility, Expiration Date | Jan. 2, 2023 | ||||
Term Loan [Member] | Term Loan, Matures October 1, 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.50% | 3.50% | |||
Line of Credit Facility, Expiration Date | Oct. 1, 2022 | ||||
Debt extinguishment date | Jan. 2, 2018 | ||||
Term Loan [Member] | Term Loan, Matures January 2, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate at period end | 4.35% | ||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Detail) | Jan. 02, 2018USD ($) | Oct. 02, 2015USD ($) | Jun. 30, 2018USD ($)Covenant | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Oct. 25, 2017USD ($) | |||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | $ 1,450,000,000 | |||||||
Borrowings under senior notes | $ 1,300,000,000 | $ 0 | |||||||
Payments of debt issuance costs | 65,800,000 | 65,788,000 | 0 | ||||||
Gains (Losses) on Extinguishment of Debt | (1,726,000) | 0 | |||||||
Borrowings under revolving lines of credit/term loans, net | 482,489,000 | 449,615,000 | $ 3,205,000 | ||||||
Equipment financing facilities, various maturities through September 2021 | [1] | 12,288,000 | 14,314,000 | 12,898,000 | |||||
Capital lease obligations, various maturities through November 2021 | [2] | $ 13,705,000 | $ 20,973,000 | $ 19,956,000 | |||||
Equipment Financing Facilities and Other [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Sep. 30, 2021 | ||||||||
Equipment financing facilities, various maturities through September 2021 | $ 12,300,000 | ||||||||
Equipment Financing Facilities and Other [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.33% | 2.33% | 2.33% | ||||||
Equipment Financing Facilities and Other [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 3.25% | 3.25% | 3.25% | ||||||
Capital Lease Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Nov. 30, 2021 | ||||||||
Capital lease obligations, various maturities through November 2021 | $ 13,700,000 | ||||||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 2.72% | ||||||||
Capital Lease Obligations [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 10.39% | ||||||||
Roofing Supply Group [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of debt issuance costs | $ 31,300,000 | ||||||||
Roofing Supply Group [Member] | Unsecured Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity year | 2,020 | ||||||||
Allied Financing Arrangements [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of debt issuance costs | 2,000,000 | ||||||||
Gains (Losses) on Extinguishment of Debt | (1,700,000) | ||||||||
Senior Notes, Matures November 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under senior notes | 1,300,000,000 | ||||||||
Debt instrument maturity date | Nov. 1, 2025 | ||||||||
Unamortized debt issuance costs | $ 20,600,000 | ||||||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | ||||||||
Debt instrument interest rate | 4.88% | ||||||||
Debt instrument, issue price percentage | 100.00% | ||||||||
Senior Notes Payable | [3] | $ 1,279,389,000 | |||||||
Senior Notes, Matures October 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under senior notes | $ 300,000,000 | ||||||||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 31, 2023 | |||||||
Unamortized debt issuance costs | $ 6,700,000 | ||||||||
Debt instrument interest rate | 6.38% | 6.38% | 6.38% | ||||||
Senior Notes Payable | [4] | $ 293,287,000 | $ 292,008,000 | $ 292,328,000 | |||||
Debt instrument, coupon rate | 6.38% | ||||||||
Revolving Lines of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under revolving lines of credit/term loans, net | $ 482,489,000 | 449,615,000 | 3,205,000 | ||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,300,000,000 | ||||||||
Proceeds from Lines of Credit | $ 525,000,000 | ||||||||
Debt instrument maturity date | Jan. 2, 2023 | ||||||||
Line of credit facility, unused fees | 0.25% | ||||||||
Number of financial covenants | Covenant | 1 | ||||||||
Fixed charge coverage ratio | 100.00% | ||||||||
Borrowings under revolving lines of credit/term loans, net | $ 482,500,000 | ||||||||
Unamortized debt issuance costs | 11,300,000 | ||||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | ||||||||
Long-term Line of Credit | [5] | 471,857,000 | |||||||
Standby letters of credit outstanding | 14,800,000 | ||||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | Canada [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||||||||
Long-term Line of Credit | [6] | 10,632,000 | |||||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000,000 | ||||||||
Proceeds from Lines of Credit | $ 350,000,000 | ||||||||
Debt instrument maturity date | Oct. 1, 2020 | ||||||||
Debt instrument paid off date | Jan. 2, 2018 | ||||||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | U.S. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | $ 670,000,000 | 437,285,000 | [7] | ||||||
Revolving Lines of Credit [Member] | 2020 ABL [Member] | Canada [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000,000 | ||||||||
Long-term Line of Credit | [8] | 12,330,000 | 3,205,000 | ||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under revolving lines of credit/term loans, net | 921,632,000 | $ 429,677,000 | $ 428,940,000 | ||||||
Term Loan [Member] | Term Loan, Matures January 2, 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | $ 970,000,000 | $ 931,332,000 | [9] | ||||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | |||||||
Unamortized debt issuance costs | $ 36,200,000 | ||||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | ||||||||
Debt Instrument, Periodic Payment | $ 2,400,000 | ||||||||
Debt instrument interest rate | 4.35% | ||||||||
Term Loan [Member] | 2022 Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | $ 450,000,000 | ||||||||
Debt instrument maturity date | Oct. 1, 2022 | ||||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | ||||||||
Debt Instrument, Periodic Payment | $ 1,100,000 | ||||||||
Debt instrument paid off date | Jan. 2, 2018 | ||||||||
Write off of debt issuance costs | $ 700,000 | ||||||||
[1] | Fixed interest rates ranging from 2.33% to 3.25% as of June 30, 2018, September 30, 2017, and June 30, 2017 | ||||||||
[2] | Fixed interest rates ranging from 2.72% to 10.39% as of June 30, 2018 , September 30, 2017, and June 30, 2017 | ||||||||
[3] | Interest rate of 4.88% as of June 30, 2018 | ||||||||
[4] | Interest rate of 6.38% as of June 30, 2018, September 30, 2017 and June 30, 2017 | ||||||||
[5] | Effective rate on borrowings of 3.78% as of June 30, 2018 | ||||||||
[6] | Effective rate on borrowings of 3.95% as of June 30, 2018 | ||||||||
[7] | Extinguished on January 2, 2018; Effective rate on borrowings of 3.28% as of June 30, 2017 | ||||||||
[8] | Extinguished on January 2, 2018; Effective rate on borrowings of 3.70% as of September 30, 2017 and 3.20% as of June 30, 2017 | ||||||||
[9] | Interest rate of 4.35% as of June 30, 2018 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Rental Commitments under Non-cancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2018 (July - Sept) | $ 25,318 |
2,019 | 98,378 |
2,020 | 85,759 |
2,021 | 74,622 |
2,022 | 55,115 |
Thereafter | 128,317 |
Total minimum lease payments | $ 467,509 |
Commitments and Contingencies57
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Operating Leases, Rent Expense, Net, Total | $ 27.7 | $ 15.8 | $ 71.4 | $ 44.7 |
Geographic Data - Schedule Of G
Geographic Data - Schedule Of Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,934,951 | $ 1,213,894 | $ 4,482,555 | $ 3,086,802 | |
Long-lived assets | 1,468,174 | 528,374 | 1,468,174 | 528,374 | $ 520,682 |
U.S. [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,883,249 | 1,167,647 | 4,364,128 | 2,977,108 | |
Long-lived assets | 1,455,771 | 515,170 | 1,455,771 | 515,170 | 507,236 |
Canada [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 51,702 | 46,247 | 118,427 | 109,694 | |
Long-lived assets | $ 12,403 | $ 13,204 | $ 12,403 | $ 13,204 | $ 13,446 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - Fair Value, Inputs, Level 2 [Member] $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Senior Notes Due in 2023 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2,023 |
Senior Notes Due in 2023 [Member] | Carrying Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 300 |
Senior Notes Due in 2023 [Member] | Fair Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 311 |
Senior Notes Due in 2025 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2,025 |
Senior Notes Due in 2025 [Member] | Carrying Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,300 |
Senior Notes Due in 2025 [Member] | Fair Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,200 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Provisional expense for one-time transition tax liability | $ 0.9 | ||||
Provisional income tax benefit | $ 1.2 | $ 50.1 | |||
Scenario, Forecast [Member] | |||||
Blended federal corporate income tax rate | 24.50% | ||||
Federal corporate income tax rate | 21.00% |
Supplemental Guarantor Inform61
Supplemental Guarantor Information - Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 27,551 | $ 138,250 | $ 33,055 | $ 31,386 |
Accounts receivable, net | 1,077,888 | 704,527 | 670,977 | |
Inventories, net | 1,165,389 | 551,924 | 641,425 | |
Prepaid expenses and other current assets | 337,589 | 209,138 | 221,477 | |
Total current assets | 2,608,417 | 1,603,839 | 1,566,934 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 288,708 | 156,129 | 156,951 | |
Goodwill | 2,321,180 | 1,251,986 | 1,256,014 | 1,197,565 |
Intangibles, net | 1,371,005 | 429,069 | 442,962 | |
Other assets, net | 1,511 | 8,534 | 1,511 | |
Total Assets | 6,590,821 | 3,449,557 | 3,424,372 | |
Current liabilities: | ||||
Accounts payable | 719,686 | 503,697 | 387,579 | |
Accrued expenses | 520,952 | 261,297 | 280,315 | |
Current portions of long-term debt | 19,714 | 14,141 | 13,762 | |
Total current liabilities | 1,260,352 | 779,135 | 681,656 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 482,489 | 3,205 | 449,615 | |
Long-term debt, net | 2,494,308 | 721,268 | 721,685 | |
Deferred income taxes, net | 93,928 | 138,383 | 142,116 | |
Long-term obligations under equipment financing and other, net | 15,979 | 23,213 | 26,025 | |
Other long-term liabilities | 6,319 | 2,547 | 2,387 | |
Total liabilities | 4,353,375 | 1,667,751 | 2,023,484 | |
Convertible preferred stock | 399,195 | |||
Total stockholders' equity | 1,838,251 | 1,781,806 | 1,400,888 | |
Total Liabilities and Stockholders' Equity | 6,590,821 | 3,449,557 | 3,424,372 | |
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | 1,327 | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 44,662 | 4,195 | 30,158 | |
Total current assets | 44,662 | 4,195 | 31,485 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 5,981,419 | 3,160,273 | 3,070,328 | |
Deferred income taxes, net | 19,702 | 30,822 | 58,230 | |
Property and equipment, net | 14,046 | 6,610 | 6,541 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 1,242 | 2,912 | 1,242 | |
Total Assets | 6,061,071 | 3,204,812 | 3,167,826 | |
Current liabilities: | ||||
Accounts payable | 42,884 | 27,174 | 23,839 | |
Accrued expenses | 24,416 | 51,183 | 18,174 | |
Current portions of long-term debt | 9,700 | 4,500 | 4,500 | |
Total current liabilities | 77,000 | 82,857 | 46,513 | |
Intercompany payable, net | 1,251,503 | 618,881 | 998,740 | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 2,494,308 | 721,268 | 721,685 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Other long-term liabilities | 814 | 0 | 0 | |
Total liabilities | 3,823,625 | 1,423,006 | 1,766,938 | |
Convertible preferred stock | 399,195 | |||
Total stockholders' equity | 1,838,251 | 1,781,806 | 1,400,888 | |
Total Liabilities and Stockholders' Equity | 6,061,071 | 3,204,812 | 3,167,826 | |
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 50,563 | 149,799 | 34,583 | 37,447 |
Accounts receivable, net | 1,046,751 | 663,034 | 640,796 | |
Inventories, net | 1,132,228 | 527,226 | 608,367 | |
Prepaid expenses and other current assets | 286,478 | 198,817 | 185,633 | |
Total current assets | 2,516,020 | 1,538,876 | 1,469,379 | |
Intercompany receivable, net | 1,290,785 | 655,372 | 1,037,846 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 264,610 | 138,955 | 140,126 | |
Goodwill | 2,291,635 | 1,220,812 | 1,226,034 | |
Intangibles, net | 1,368,653 | 426,187 | 440,042 | |
Other assets, net | 269 | 5,622 | 269 | |
Total Assets | 7,731,972 | 3,985,824 | 4,313,696 | |
Current liabilities: | ||||
Accounts payable | 688,336 | 468,891 | 354,696 | |
Accrued expenses | 490,987 | 204,173 | 257,387 | |
Current portions of long-term debt | 10,014 | 9,641 | 9,262 | |
Total current liabilities | 1,189,337 | 682,705 | 621,345 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 471,857 | 0 | 437,285 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | 113,454 | 168,209 | 199,746 | |
Long-term obligations under equipment financing and other, net | 15,979 | 23,147 | 25,978 | |
Other long-term liabilities | 5,428 | 2,547 | 2,387 | |
Total liabilities | 1,796,055 | 876,608 | 1,286,741 | |
Convertible preferred stock | 0 | |||
Total stockholders' equity | 5,935,917 | 3,109,216 | 3,026,955 | |
Total Liabilities and Stockholders' Equity | 7,731,972 | 3,985,824 | 4,313,696 | |
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 3,698 | 1,582 | 7,314 | 2,876 |
Accounts receivable, net | 32,277 | 42,633 | 29,994 | |
Inventories, net | 33,161 | 24,698 | 33,058 | |
Prepaid expenses and other current assets | 6,449 | 6,126 | 5,686 | |
Total current assets | 75,585 | 75,039 | 76,052 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 10,052 | 10,564 | 10,284 | |
Goodwill | 29,545 | 31,174 | 29,980 | |
Intangibles, net | 2,352 | 2,882 | 2,920 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | 117,534 | 119,659 | 119,236 | |
Current liabilities: | ||||
Accounts payable | 16,316 | 21,903 | 19,026 | |
Accrued expenses | 5,549 | 5,941 | 4,754 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 21,865 | 27,844 | 23,780 | |
Intercompany payable, net | 39,282 | 36,491 | 39,106 | |
Borrowings under revolving lines of credit, net | 10,632 | 3,205 | 12,330 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | 176 | 996 | 600 | |
Long-term obligations under equipment financing and other, net | 0 | 66 | 47 | |
Other long-term liabilities | 77 | 0 | 0 | |
Total liabilities | 72,032 | 68,602 | 75,863 | |
Convertible preferred stock | 0 | |||
Total stockholders' equity | 45,502 | 51,057 | 43,373 | |
Total Liabilities and Stockholders' Equity | 117,534 | 119,659 | 119,236 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (26,710) | (13,131) | (8,842) | $ (8,937) |
Accounts receivable, net | (1,140) | (1,140) | (1,140) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | 0 | |
Total current assets | (27,850) | (14,271) | (9,982) | |
Intercompany receivable, net | (1,290,785) | (655,372) | (1,037,846) | |
Investments in consolidated subsidiaries | (5,981,419) | (3,160,273) | (3,070,328) | |
Deferred income taxes, net | (19,702) | (30,822) | (58,230) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | (7,319,756) | (3,860,738) | (4,176,386) | |
Current liabilities: | ||||
Accounts payable | (27,850) | (14,271) | (9,982) | |
Accrued expenses | 0 | 0 | 0 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | (27,850) | (14,271) | (9,982) | |
Intercompany payable, net | (1,290,785) | (655,372) | (1,037,846) | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | (19,702) | (30,822) | (58,230) | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Other long-term liabilities | 0 | 0 | 0 | |
Total liabilities | (1,338,337) | (700,465) | (1,106,058) | |
Convertible preferred stock | 0 | |||
Total stockholders' equity | (5,981,419) | (3,160,273) | (3,070,328) | |
Total Liabilities and Stockholders' Equity | $ (7,319,756) | $ (3,860,738) | $ (4,176,386) |
Supplemental Guarantor Inform62
Supplemental Guarantor Information - Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net sales | $ 1,934,951 | $ 1,213,894 | $ 4,482,555 | $ 3,086,802 |
Cost of products sold | 1,441,057 | 916,140 | 3,380,531 | 2,333,504 |
Gross profit | 493,894 | 297,754 | 1,102,024 | 753,298 |
Operating expense: | ||||
Selling, general and administrative | 323,194 | 183,600 | 858,534 | 538,288 |
Depreciation | 15,811 | 8,579 | 41,640 | 25,122 |
Amortization | 50,076 | 20,704 | 105,339 | 61,116 |
Total operating expense | 389,081 | 212,883 | 1,005,513 | 624,526 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | 104,813 | 84,871 | 96,511 | 128,772 |
Interest income (expense), financing costs, and other | 37,348 | 13,397 | 99,486 | 39,239 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | 67,465 | 71,474 | (2,975) | 89,533 |
Provision for (benefit from) income taxes | 18,090 | 26,815 | (53,291) | 33,800 |
Income (loss) before equity in net income of subsidiaries | 49,375 | 44,659 | 50,316 | 55,733 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | 49,375 | 44,659 | 50,316 | 55,733 |
Parent Company [Member] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expense: | ||||
Selling, general and administrative | 1,776 | 72 | 4,315 | 15,006 |
Depreciation | 411 | 335 | 1,310 | 1,057 |
Amortization | 0 | 0 | 0 | 0 |
Total operating expense | 2,187 | 407 | 5,625 | 16,063 |
Intercompany charges (income) | (7,521) | (12,549) | (8,105) | (37,057) |
Income (loss) from operations | 5,334 | 12,142 | 2,480 | 20,994 |
Interest income (expense), financing costs, and other | 33,416 | 9,610 | 90,712 | 28,947 |
Intercompany interest expense (income) | (6,809) | (6,724) | (17,698) | (17,406) |
Income (loss) before provision for income taxes | (21,273) | 9,256 | (70,534) | 9,453 |
Provision for (benefit from) income taxes | (6,848) | 3,473 | (11,796) | 3,063 |
Income (loss) before equity in net income of subsidiaries | (14,425) | 5,783 | (58,738) | 6,390 |
Equity in net income of subsidiaries | 63,800 | 38,876 | 109,054 | 49,343 |
Net income (loss) | 49,375 | 44,659 | 50,316 | 55,733 |
Guarantor Subsidiaries [Member] | ||||
Net sales | 1,883,249 | 1,167,647 | 4,364,128 | 2,977,108 |
Cost of products sold | 1,401,045 | 880,325 | 3,288,086 | 2,248,454 |
Gross profit | 482,204 | 287,322 | 1,076,042 | 728,654 |
Operating expense: | ||||
Selling, general and administrative | 313,034 | 176,094 | 828,987 | 501,503 |
Depreciation | 14,967 | 7,823 | 39,015 | 22,812 |
Amortization | 49,947 | 20,561 | 104,946 | 60,684 |
Total operating expense | 377,948 | 204,478 | 972,948 | 584,999 |
Intercompany charges (income) | 7,521 | 11,987 | 8,105 | 35,379 |
Income (loss) from operations | 96,735 | 70,857 | 94,989 | 108,276 |
Interest income (expense), financing costs, and other | 3,594 | 3,586 | 8,226 | 9,044 |
Intercompany interest expense (income) | 6,427 | 6,724 | 16,552 | 17,406 |
Income (loss) before provision for income taxes | 86,714 | 60,547 | 70,211 | 81,826 |
Provision for (benefit from) income taxes | 24,356 | 22,883 | (40,891) | 31,217 |
Income (loss) before equity in net income of subsidiaries | 62,358 | 37,664 | 111,102 | 50,609 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | 62,358 | 37,664 | 111,102 | 50,609 |
Non-Guarantor Subsidiaries [Member] | ||||
Net sales | 51,702 | 46,247 | 118,427 | 109,694 |
Cost of products sold | 40,012 | 35,815 | 92,445 | 85,050 |
Gross profit | 11,690 | 10,432 | 25,982 | 24,644 |
Operating expense: | ||||
Selling, general and administrative | 8,384 | 7,434 | 25,232 | 21,779 |
Depreciation | 433 | 421 | 1,315 | 1,253 |
Amortization | 129 | 143 | 393 | 432 |
Total operating expense | 8,946 | 7,998 | 26,940 | 23,464 |
Intercompany charges (income) | 0 | 562 | 0 | 1,678 |
Income (loss) from operations | 2,744 | 1,872 | (958) | (498) |
Interest income (expense), financing costs, and other | 338 | 201 | 548 | 1,248 |
Intercompany interest expense (income) | 382 | 0 | 1,146 | 0 |
Income (loss) before provision for income taxes | 2,024 | 1,671 | (2,652) | (1,746) |
Provision for (benefit from) income taxes | 582 | 459 | (604) | (480) |
Income (loss) before equity in net income of subsidiaries | 1,442 | 1,212 | (2,048) | (1,266) |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | 1,442 | 1,212 | (2,048) | (1,266) |
Eliminations and Other [Member] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expense: | ||||
Selling, general and administrative | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Total operating expense | 0 | 0 | 0 | 0 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | 0 | 0 | 0 | 0 |
Interest income (expense), financing costs, and other | 0 | 0 | 0 | 0 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | 0 | 0 | 0 | 0 |
Provision for (benefit from) income taxes | 0 | 0 | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | (63,800) | (38,876) | (109,054) | (49,343) |
Net income (loss) | $ (63,800) | $ (38,876) | $ (109,054) | $ (49,343) |
Supplemental Guarantor Inform63
Supplemental Guarantor Information - Condensed Consolidating Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income (loss) | $ 49,375 | $ 44,659 | $ 50,316 | $ 55,733 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,535) | 1,730 | (3,506) | 891 |
Total other comprehensive income (loss) | (1,535) | 1,730 | (3,506) | 891 |
Comprehensive income (loss) | 47,840 | 46,389 | 46,810 | 56,624 |
Parent Company [Member] | ||||
Net income (loss) | 49,375 | 44,659 | 50,316 | 55,733 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,535) | 1,730 | (3,506) | 891 |
Total other comprehensive income (loss) | (1,535) | 1,730 | (3,506) | 891 |
Comprehensive income (loss) | 47,840 | 46,389 | 46,810 | 56,624 |
Guarantor Subsidiaries [Member] | ||||
Net income (loss) | 62,358 | 37,664 | 111,102 | 50,609 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 62,358 | 37,664 | 111,102 | 50,609 |
Non-Guarantor Subsidiaries [Member] | ||||
Net income (loss) | 1,442 | 1,212 | (2,048) | (1,266) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,535) | 1,730 | (3,506) | 891 |
Total other comprehensive income (loss) | (1,535) | 1,730 | (3,506) | 891 |
Comprehensive income (loss) | (93) | 2,942 | (5,554) | (375) |
Eliminations and Other [Member] | ||||
Net income (loss) | (63,800) | (38,876) | (109,054) | (49,343) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 1,535 | (1,730) | 3,506 | (891) |
Total other comprehensive income (loss) | 1,535 | (1,730) | 3,506 | (891) |
Comprehensive income (loss) | $ (62,265) | $ (40,606) | $ (105,548) | $ (50,234) |
Supplemental Guarantor Inform64
Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Jan. 02, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Net cash provided by (used in) operating activities | $ (1,019) | $ 74,173 | |
Investing Activities | |||
Purchases of property and equipment | (34,978) | (31,882) | |
Acquisition of businesses, net | (2,715,429) | (128,533) | |
Proceeds from the sale of assets | 750 | 1,839 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (2,749,657) | (158,576) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 2,122,949 | 1,721,927 | |
Repayments under revolving lines of credit | (1,631,978) | (1,633,570) | |
Borrowings under term loan | 970,000 | 0 | |
Repayments under term loan | (443,425) | (3,375) | |
Repayments under equipment financing facilities and other | (8,604) | (7,780) | |
Borrowings under senior notes | 1,300,000 | 0 | |
Payment of debt issuance costs | $ (65,800) | (65,788) | 0 |
Proceeds from issuance of convertible preferred stock | 400,000 | 0 | |
Payment of stock issuance costs | (1,279) | 0 | |
Payment of dividends on preferred stock | (6,000) | 0 | |
Proceeds from issuance of common stock related to equity awards | 6,950 | 9,994 | |
Taxes paid related to net share settlement of equity awards | (3,975) | (1,172) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | 2,638,850 | 86,024 | |
Effect of exchange rate changes on cash and cash equivalents | 1,127 | 48 | |
Net increase (decrease) in cash and cash equivalents | (110,699) | 1,669 | |
Cash and cash equivalents, beginning of period | 138,250 | 31,386 | |
Cash and cash equivalents, end of period | 27,551 | 33,055 | |
Parent Company [Member] | |||
Net cash provided by (used in) operating activities | (68,803) | (33,267) | |
Investing Activities | |||
Purchases of property and equipment | (8,721) | (2,972) | |
Acquisition of businesses, net | (2,715,429) | (128,533) | |
Proceeds from the sale of assets | 0 | 0 | |
Intercompany activity | 628,948 | 159,325 | |
Net cash provided by (used in) investing activities | (2,095,202) | 27,820 | |
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | 0 | 0 | |
Borrowings under term loan | 970,000 | ||
Repayments under term loan | (443,425) | (3,375) | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Borrowings under senior notes | 1,300,000 | ||
Payment of debt issuance costs | (58,266) | ||
Proceeds from issuance of convertible preferred stock | 400,000 | ||
Payment of stock issuance costs | (1,279) | ||
Payment of dividends on preferred stock | (6,000) | ||
Proceeds from issuance of common stock related to equity awards | 6,950 | 9,994 | |
Taxes paid related to net share settlement of equity awards | (3,975) | (1,172) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | 2,164,005 | 5,447 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | 0 | 0 | |
Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | 93,178 | 108,649 | |
Investing Activities | |||
Purchases of property and equipment | (24,901) | (27,522) | |
Acquisition of businesses, net | 0 | 0 | |
Proceeds from the sale of assets | 724 | 1,828 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (24,177) | (25,694) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 2,082,972 | 1,705,434 | |
Repayments under revolving lines of credit | (1,599,839) | (1,624,574) | |
Borrowings under term loan | 0 | ||
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | (8,604) | (7,780) | |
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | (7,522) | ||
Proceeds from issuance of convertible preferred stock | 0 | ||
Payment of stock issuance costs | 0 | ||
Payment of dividends on preferred stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | (635,244) | (158,899) | |
Net cash provided by (used in) financing activities | (168,237) | (85,819) | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net increase (decrease) in cash and cash equivalents | (99,236) | (2,864) | |
Cash and cash equivalents, beginning of period | 149,799 | 37,447 | |
Cash and cash equivalents, end of period | 50,563 | 34,583 | |
Non-Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | (8,308) | (2,064) | |
Investing Activities | |||
Purchases of property and equipment | (1,356) | (1,388) | |
Acquisition of businesses, net | 0 | 0 | |
Proceeds from the sale of assets | 26 | 11 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (1,330) | (1,377) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 39,977 | 16,493 | |
Repayments under revolving lines of credit | (32,139) | (8,996) | |
Borrowings under term loan | 0 | ||
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | 0 | ||
Proceeds from issuance of convertible preferred stock | 0 | ||
Payment of stock issuance costs | 0 | ||
Payment of dividends on preferred stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | 2,789 | 334 | |
Net cash provided by (used in) financing activities | 10,627 | 7,831 | |
Effect of exchange rate changes on cash and cash equivalents | 1,127 | 48 | |
Net increase (decrease) in cash and cash equivalents | 2,116 | 4,438 | |
Cash and cash equivalents, beginning of period | 1,582 | 2,876 | |
Cash and cash equivalents, end of period | 3,698 | 7,314 | |
Eliminations and Other [Member] | |||
Net cash provided by (used in) operating activities | (17,086) | 855 | |
Investing Activities | |||
Purchases of property and equipment | 0 | 0 | |
Acquisition of businesses, net | 0 | 0 | |
Proceeds from the sale of assets | 0 | 0 | |
Intercompany activity | (628,948) | (159,325) | |
Net cash provided by (used in) investing activities | (628,948) | (159,325) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | 0 | 0 | |
Borrowings under term loan | 0 | ||
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | 0 | ||
Proceeds from issuance of convertible preferred stock | 0 | ||
Payment of stock issuance costs | 0 | ||
Payment of dividends on preferred stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | 632,455 | 158,565 | |
Net cash provided by (used in) financing activities | 632,455 | 158,565 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net increase (decrease) in cash and cash equivalents | (13,579) | 95 | |
Cash and cash equivalents, beginning of period | (13,131) | (8,937) | |
Cash and cash equivalents, end of period | $ (26,710) | $ (8,842) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Atlas Supply, Inc. [Member] - Subsequent Event [Member] $ in Millions | Jul. 16, 2018USD ($)Branch |
Subsequent Event [Line Items] | |
Date of acquisition | Jul. 16, 2018 |
Number of branches | Branch | 6 |
Annual sales | $ | $ 37 |