Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Jan. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
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 Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 68,438,361 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 18,423 | $ 129,927 | $ 63,827 |
Restricted cash | 1,300,000 | ||
Accounts receivable, less allowance of $21,353, $17,584 and $13,470 as of December 31, 2018, September 30, 2018 and December 31, 2017, respectively | 881,749 | 1,090,533 | 552,703 |
Inventories, net | 1,025,310 | 936,047 | 603,793 |
Prepaid expenses and other current assets | 375,598 | 244,360 | 218,718 |
Total current assets | 2,301,080 | 2,400,867 | 2,739,041 |
Property and equipment, net | 273,742 | 280,407 | 154,687 |
Goodwill | 2,489,730 | 2,491,779 | 1,251,825 |
Intangibles, net | 1,282,242 | 1,334,366 | 410,857 |
Other assets, net | 1,243 | 1,243 | 8,868 |
Total assets | 6,348,037 | 6,508,662 | 4,565,278 |
Current liabilities: | |||
Accounts payable | 551,940 | 880,872 | 315,442 |
Accrued expenses | 375,672 | 611,539 | 266,049 |
Current portions of long-term debt/obligations | 20,315 | 19,661 | 14,239 |
Total current liabilities | 947,927 | 1,512,072 | 595,730 |
Borrowings under revolving lines of credit, net | 503,216 | 92,442 | |
Long-term debt, net | 2,497,123 | 2,494,725 | 2,000,059 |
Deferred income taxes, net | 110,179 | 106,994 | 93,451 |
Long-term obligations under equipment financing and other, net | 10,689 | 13,639 | 20,951 |
Other long-term liabilities | 5,532 | 5,290 | 2,743 |
Total liabilities | 4,074,666 | 4,225,162 | 2,712,934 |
Commitments and contingencies (Note 9) | |||
Convertible preferred stock; $0.01 par value; aggregate liquidation preference $400,000; 400,000 shares authorized, issued and outstanding as of December 31, 2018 and September 30, 2018; none authorized, issued or outstanding as of December 31, 2017 | 399,195 | 399,195 | |
Stockholders' equity: | |||
Common stock (voting); $0.01 par value; 100,000,000 shares authorized; 68,432,707, 68,135,790, and 67,972,383 shares issued and outstanding as of December 31, 2018, September 30, 2018 and December 31, 2017, respectively | 684 | 681 | 679 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 1,067,711 | 1,067,040 | 1,050,389 |
Retained earnings | 826,941 | 833,834 | 815,782 |
Accumulated other comprehensive income (loss) | (21,160) | (17,250) | (14,506) |
Total stockholders' equity | 1,874,176 | 1,884,305 | 1,852,344 |
Total liabilities and stockholders' equity | $ 6,348,037 | $ 6,508,662 | $ 4,565,278 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 21,353 | $ 17,584 | $ 13,470 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | |
Convertible preferred stock. aggregate liquidation preference | $ 400,000 | $ 400,000 | |
Convertible preferred stock, shares authorized | 400,000 | 400,000 | 0 |
Convertible preferred stock, shares issued | 400,000 | 400,000 | 0 |
Convertible preferred stock, shares outstanding | 400,000 | 400,000 | 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 | 68,432,707 | 68,135,790 | 67,972,383 |
Common Stock (voting), outstanding | 68,432,707 | 68,135,790 | 67,972,383 |
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 | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | |||
Net sales | $ 1,721,676 | $ 1,121,979 | |
Cost of products sold | 1,286,107 | 852,226 | |
Gross profit | 435,569 | 269,753 | |
Operating expense: | |||
Selling, general and administrative | 327,693 | 193,753 | |
Depreciation | 17,601 | 8,709 | |
Amortization | 52,021 | 18,195 | |
Total operating expense | 397,315 | 220,657 | |
Income (loss) from operations | 38,254 | 49,096 | |
Interest expense, financing costs, and other | 38,361 | 22,568 | |
Income (loss) before provision for income taxes | (107) | 26,528 | |
Provision for (benefit from) income taxes | [1] | 786 | (41,068) |
Net income (loss) | (893) | 67,596 | |
Dividends on preferred shares | [2] | 6,000 | 0 |
Net income (loss) attributable to common shareholders | $ (6,893) | $ 67,596 | |
Weighted-average common stock outstanding: | |||
Basic | 68,248,020 | 67,825,430 | |
Diluted | 68,248,020 | 69,244,678 | |
Net income (loss) per share: | |||
Basic | [3] | $ (0.10) | $ 1 |
Diluted | [3] | $ (0.10) | $ 0.98 |
[1] | Three months ended December 31, 2017 amount includes a $46.5 million non-recurring net tax benefit resulting from the enactment of the 2017 Tax Cuts and Jobs Act (“TCJA”). As of December 31, 2018, the Company had completed its analysis of the impact of the TCJA in accordance with SEC Staff Accounting Bulletin No. 118. There were no adjustments to the provisional amounts during the three months ended December 31, 2018. | ||
[2] | Three months ended December 31, 2018 amount is composed of $5.0 million in undeclared cumulative Preferred Stock dividends as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end. See Note 3 for further discussion. | ||
[3] | See Note 5 for detailed calculations and further discussion. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Cumulative preferred stock dividends undeclared | $ 5,000,000 | |
Adjustments to provisional amounts | 0 | |
Preferred stock dividends declared and paid | $ 1,000,000 | |
Net income tax benefit,non recurring | $ 46,500,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ (893) | $ 67,596 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (3,910) | 57 |
Total other comprehensive income (loss) | (3,910) | 57 |
Comprehensive income (loss) | $ (4,803) | $ 67,653 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |
Balance at Sep. 30, 2017 | $ 1,781,806 | $ 677 | $ 1,047,506 | $ 748,186 | $ (14,563) | |
Balance (in shares) at Sep. 30, 2017 | 67,700,858 | |||||
Issuance of common stock, net of shares withheld for taxes | (145) | $ 2 | (147) | |||
Issuance of common stock, net of shares withheld for taxes (Shares) | 271,525 | |||||
Issuance costs related to secondary offering of common stock | (429) | (429) | ||||
Stock-based compensation | 3,459 | 3,459 | ||||
Other comprehensive income (loss) | 57 | 57 | ||||
Net income (loss) | 67,596 | 67,596 | ||||
Balance at Dec. 31, 2017 | 1,852,344 | $ 679 | 1,050,389 | 815,782 | (14,506) | |
Balance (in shares) at Dec. 31, 2017 | 67,972,383 | |||||
Balance at Sep. 30, 2018 | 1,884,305 | $ 681 | 1,067,040 | 833,834 | (17,250) | |
Balance (in shares) at Sep. 30, 2018 | 68,135,790 | |||||
Issuance of common stock, net of shares withheld for taxes | (2,783) | $ 3 | (2,786) | |||
Issuance of common stock, net of shares withheld for taxes (Shares) | 296,917 | |||||
Stock-based compensation | 3,457 | 3,457 | ||||
Other comprehensive income (loss) | (3,910) | (3,910) | ||||
Net income (loss) | (893) | (893) | ||||
Dividends on preferred shares | [1] | (6,000) | (6,000) | |||
Balance at Dec. 31, 2018 | $ 1,874,176 | $ 684 | $ 1,067,711 | $ 826,941 | $ (21,160) | |
Balance (in shares) at Dec. 31, 2018 | 68,432,707 | |||||
[1] | Amount represents dividends that have been declared and paid during the three months ended December 31, 2018. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities | ||
Net income (loss) | $ (893) | $ 67,596 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 69,622 | 26,904 |
Stock-based compensation | 3,457 | 3,459 |
Certain interest expense and other financing costs | 3,024 | 707 |
Beneficial lease amortization | 572 | 0 |
Gain on sale of fixed assets | (265) | (319) |
Deferred income taxes | 3,201 | (44,923) |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | ||
Accounts receivable | 207,119 | 151,365 |
Inventories | (90,712) | (52,024) |
Prepaid expenses and other assets | (131,638) | (1,421) |
Accounts payable and accrued expenses | (400,616) | (191,800) |
Other liabilities | 246 | 0 |
Net cash provided by (used in) operating activities | (336,883) | (40,456) |
Investing Activities | ||
Purchases of property and equipment | (11,688) | (7,416) |
Acquisition of businesses, net | (163,973) | 0 |
Proceeds from the sale of assets | 401 | 413 |
Net cash provided by (used in) investing activities | (175,260) | (7,003) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,298,654 | 17,402 |
Repayments under revolving lines of credit | (888,225) | (20,548) |
Borrowings under senior notes | 0 | 1,300,000 |
Payment of debt issuance costs | 0 | (21,917) |
Repayments under equipment financing facilities and other | (1,465) | (1,968) |
Payment of stock issuance costs | 0 | (429) |
Payment of dividends on preferred stock | (6,000) | 0 |
Proceeds from issuance of common stock related to equity awards | 834 | 3,781 |
Taxes paid related to net share settlement of equity awards | (3,617) | (3,925) |
Net cash provided by (used in) financing activities | 400,181 | 1,272,396 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 458 | 640 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (111,504) | 1,225,577 |
Cash, cash equivalents, and restricted cash, beginning of period | 129,927 | 138,250 |
Cash, cash equivalents, and restricted cash, end of period | 18,423 | 1,363,827 |
Cash paid during the period for: | ||
Interest | 57,732 | 26,781 |
Income taxes, net of tax refunds | $ 1,239 | $ 22,130 |
Company Overview
Company Overview | 3 Months Ended |
Dec. 31, 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 completed the acquisition of all the outstanding capital stock of Allied Building Products Corp. (“Allied”), a New Jersey corporation, for $2.625 billion, subject to certain working capital and other adjustments. 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. (see Note 3 for further discussion). The Company operates its business under regional and local trade names and, as of December 31, 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., and Beacon Roofing Supply Canada Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation 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 December 31, 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 months ended December 31, 2018 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2019 (“fiscal year 2019” or “2019”). The three-month periods ended December 31, 2018 and 2017 had 62 and 61 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 2018 (“2018”) Annual Report on Form 10-K for the year ended September 30, 2018. 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 May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” Recent Accounting Pronouncements—Not Yet Adopted 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 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” |
Acquisitions
Acquisitions | 3 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Allied Building Products Corp. On January 2, 2018 (the “Closing Date”), the Company completed its acquisition of all the outstanding capital stock of Allied (the “Allied Acquisition”), pursuant to a 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 December 31, 2018, the adjusted Purchase Price for Allied was $2.88 billion, including increases of (i) $164.0 million related to the impact of the Section 338(h)(10) election under the current U.S. tax code and (ii) $88.1 million from a recorded net working capital adjustment. 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 a 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 as mezzanine equity on the Company’s consolidated balance sheets and has a balance of $399.2 million (the $400.0 million proceeds received on the Closing Date, net of $0.8 million of unamortized issuance costs) as of December 31, 2018. 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 December 31, 2018) Cash $ 19,322 $ (19,153 ) $ 169 Accounts receivable 315,485 22,064 337,549 Inventory 322,705 (7,920 ) 314,785 Prepaid and other current assets 59,279 16,161 75,440 Property, plant, and equipment 139,528 (168 ) 139,360 Goodwill 1,130,635 102,145 1,232,780 Intangible assets 1,037,000 - 1,037,000 Current liabilities (271,252 ) 11,963 (259,289 ) Non-current liabilities (6,820 ) 6,097 (723 ) Total purchase price $ 2,745,882 $ 131,189 $ 2,877,071 The purchase accounting entries above include the impact of the Section 338(h)(10) election under the current U.S. tax code. The Company made this election on October 15, 2018 and has reflected the $164.0 million impact of this election in the purchase price and its fiscal year 2018 tax provision accordingly. The Company determined that $1.16 billion of goodwill related to the acquisition of Allied is deductible for tax purposes as of December 31, 2018. The Company’s goodwill and 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. The following table represents the unaudited pro forma consolidated net sales and net income (loss) for the Company for the periods indicated (in thousands): Three Months Ended December 31, 2017 (unaudited) Net sales $ 1,787,628 Net income (loss) 32,257 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 the period 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 fiscal year 2018, the Company acquired 7 branches from the following acquisitions: • 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. • 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 6 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. The Company has recorded purchase accounting entries on a preliminary basis for these transactions that recognized the acquired assets and liabilities at their estimated fair values as of the respective acquisition dates. These transactions resulted in goodwill of $7.6 million ($7.4 million of which is deductible for tax purposes as of December 31, 2018) and $11.4 million in intangible assets 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 Sales
Net Sales | 3 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Net Sales | 4. Net Sales The Company records net sales when performance obligations with our customer are satisfied. A performance obligation is a promise to transfer a distinct good to the customer and is the unit of account. The transaction price is allocated to each distinct performance obligation and recognized as net sales when, or as, the performance obligation is satisfied. All contracts have a single performance obligation as the promise to transfer the individual good is not separately identifiable from other promises and is, therefore, not distinct. Performance obligations are satisfied at a point in time and net sales are recognized when the customer accepts the delivery of a product or takes possession of a product with rights and rewards of ownership. The Company enters into agreements with customers to offer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. Reductions to net sales for customer programs and incentive offerings, including promotions and other volume-based incentives, are estimated using the most likely amount method and recorded in the period in which the sale occurs. Provisions for early payment discounts are accrued in the same period in which the sale occurs. The Company does not have any material payment terms as payment is received shortly after the transfer of control of the products to the customer. Commissions to internal sales teams are paid to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred. The Company includes shipping and handling costs billed to customers in net sales. Related costs are accounted for as fulfillment activities and are recognized as cost of products sold when control of the products transfers to the customer. The following table presents the Company’s net sales by product line and geography for the three months ended December 31, 2018 (in thousands): Three Months Ended December 31, 2018 U.S. Canada Total Residential roofing products $ 720,511 $ 11,679 $ 732,190 Non-residential roofing products 390,268 29,641 419,909 Complementary building products 568,116 1,461 569,577 Total net sales $ 1,678,895 $ 42,781 $ 1,721,676 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 5. 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 of 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 December 31, 2018 2017 Net income (loss) $ (893 ) $ 67,596 Dividends on preferred shares (6,000 ) - Net income (loss) attributable to common shareholders $ (6,893 ) $ 67,596 Undistributed income allocated to participating securities - - Net income (loss) attributable to common shareholders - basic and diluted $ (6,893 ) $ 67,596 Weighted-average common shares outstanding - basic 68,248,020 67,825,430 Effect of common share equivalents - 1,419,248 Weighted-average common shares outstanding - diluted 68,248,020 69,244,678 Net income (loss) per share - basic $ (0.10 ) $ 1.00 Net income (loss) per share - diluted $ (0.10 ) $ 0.98 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 December 31, 2018 2017 Stock options 1,554,518 288,275 Restricted stock units 318,229 - Preferred Stock 9,694,619 - |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Dec. 31, 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 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 December 31, 2018, there were 1,772,191 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 granted to employees generally expire 10 years after the grant date and are subject to continued employment and vest evenly in three annual installments over the three-year period following the grant date. The fair value of the options granted during the three months ended December 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 3.00 % Expected volatility 29.34 % Expected life (in years) 5.18 Dividend yield - The following table summarizes all stock option activity for the three months ended December 31, 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, 2018 1,969,037 $ 33.08 5.7 $ 14,088 Granted 605,184 27.26 Exercised (48,800 ) 17.11 Canceled/Forfeited (12,967 ) 41.12 Expired (950 ) 12.25 Balance as of December 31, 2018 2,511,504 $ 31.96 6.6 $ 11,478 Vested and expected to vest after December 31, 2018 2,455,082 $ 31.94 6.5 $ 11,275 Exercisable as of December 31, 2018 1,645,162 $ 30.75 5.1 $ 8,511 ________________________________________________________________ 1 During the three months ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense related to stock options of $1.0 million and $1.1 million, respectively. As of December 31, 2018, there was $8.1 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes additional information on stock options for the periods presented (in thousands, except per share amounts): Three Months Ended December 31, 2018 2017 Weighted-average fair value of stock options granted $ 8.75 $ 15.86 Total grant date fair value of stock options vested 3,680 3,773 Total intrinsic value of stock options exercised 712 5,448 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 the terms of the award and actual Company performance above or below 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 three months ended December 31, 2018: RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of September 30, 2018 934,023 $ 47.00 Granted 630,745 27.28 Released (366,779 ) 40.46 Canceled/Forfeited (77,455 ) 47.52 Balance as of December 31, 2018 1,120,534 $ 38.00 Vested and expected to vest after December 31, 2018 1,040,181 $ 37.78 During the three months ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense related to restricted stock units of $2.4 million and $2.4 million, respectively. As of December 31, 2018, there was $27.2 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes additional information on RSUs for the periods presented (in thousands, except per share amounts): Three Months Ended December 31, 2018 2017 Weighted-average fair value of RSUs granted $ 27.28 $ 55.17 Total grant date fair value of RSUs vested 14,840 5,786 Total intrinsic value of RSUs released 11,160 10,683 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 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 three months ended December 31, 2018 and 2017, respectively (in thousands): Balance as of September 30, 2017 $ 1,251,986 Translation and other adjustments (161 ) Balance as of December 31, 2017 $ 1,251,825 Balance as of September 30, 2018 $ 2,491,779 Acquisitions 1 (513 ) Translation and other adjustments (1,536 ) Balance as of December 31, 2018 $ 2,489,730 _____________________________ 1 Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. (see Note 3 for further discussion). The changes in the carrying amount of goodwill for the three months ended December 31, 2018 and 2017 were driven primarily by purchase accounting and foreign currency translation adjustments Intangible Assets In connection with transactions finalized during fiscal year 2018, the Company recorded intangible assets of $1.05 billion ($920.8 million of customer relationships, $120.0 million of indefinite-lived trademarks, and $7.0 million of beneficial lease arrangements). The following table summarizes intangible assets by category (in thousands, except time period amounts): December 31, 2018 September 30, 2018 December 31, 2017 Weighted-Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.47 Customer relationships 1,530,748 1,530,565 609,984 18.38 Trademarks 10,500 10,500 10,500 7.41 Beneficial lease arrangements 8,060 8,060 1,060 4.24 Total amortizable intangible assets 1,552,132 1,551,949 624,368 Accumulated amortization (462,940 ) (410,633 ) (286,561 ) Total amortizable intangible assets, net $ 1,089,192 $ 1,141,316 $ 337,807 Indefinite lived trademarks 193,050 193,050 73,050 Total intangibles, net $ 1,282,242 $ 1,334,366 $ 410,857 _________________________________________________________________ 1 As of December 31, 2018. For the three months ended December 31, 2018 and 2017, the Company recorded $52.0 million and $18.2 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 18.2 years as of December 31, 2018. The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 2019 (Jan - Sept) $ 156,534 2020 179,541 2021 149,974 2022 121,426 2023 97,517 Thereafter 384,200 Total future amortization expense $ 1,089,192 |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 8. Financing Arrangements The following table summarizes all financing arrangements from the respective periods presented (in thousands): December 31, 2018 September 30, 2018 December 31, 2017 Revolving Lines of Credit 2023 ABL: U.S. Revolver, expires January 2023 1 $ 496,619 $ 89,352 $ - Canada Revolver, expires January 2023 2 6,597 3,090 - Current portion - - - Borrowings under revolving lines of credit, net $ 503,216 $ 92,442 $ - Long-term Debt, net Term Loans: Term Loan, matures October 2022 3 $ - $ - $ 433,828 Term Loan, matures January 2025 4 932,102 930,726 - Current portion (9,700 ) (9,700 ) (4,500 ) Long-term borrowings under term loans 922,402 921,026 429,328 Senior Notes: Senior Notes, mature October 2023 5 293,926 293,607 292,648 Senior Notes, mature November 2025 6 1,280,795 1,280,092 1,278,083 Current portion - - - Long-term borrowings under senior notes 1,574,721 1,573,699 1,570,731 Long-term debt, net $ 2,497,123 $ 2,494,725 $ 2,000,059 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 7 $ 10,148 $ 11,222 $ 11,657 Capital lease obligations, various maturities through November 2021 8 11,156 12,378 19,033 Current portion (10,615 ) (9,961 ) (9,739 ) Long-term obligations under equipment financing and other, net $ 10,689 $ 13,639 $ 20,951 ____________________________________________________________ 1 Effective rate on borrowings of 4.37% and 3.36% as of December 31, 2018 and September 30, 2018, respectively. 2 Effective rate on borrowings of 4.45% and 3.95% as of December 31, 2018 and September 30, 2018, respectively. 3 Extinguished on January 2, 2018; Interest rate of 4.06% as of December 31, 2017. 4 Interest rate of 4.77% and 4.53% as of December 31, 2018 and September 30, 2018, respectively. 5 Interest rate of 6.38% as of December 31, 2018, September 30, 2017 and December 31, 2017. 6 Interest rate of 4.88% as of December 31, 2018, September 30, 2017 and December 31, 2017. 7 Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2018, September 30, 2017, and December 31, 2017. 8 Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2018 , September 30, 2017, and December 31, 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 $65.3 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 must 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 December 31, 2018, the total balance outstanding on the 2023 ABL, net of $10.0 million of unamortized debt issuance costs, was $503.2 million. The Company also has outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $13.4 million as of December 31, 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 December 31, 2018, the outstanding balance on the 2025 Term Loan, net of $33.0 million of unamortized debt issuance costs, was $932.1 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 December 31, 2018, the outstanding balance on the 2025 Senior Notes, net of $19.2 million of unamortized debt issuance costs, was $1.28 billion. Financing - RSG Acquisition In connection with the Roofing Supply Group (“RSG”) acquisition in fiscal year 2016, 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, in the amount of $670.0 million, and Canada, 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 December 31, 2018, the outstanding balance on the 2023 Senior Notes, net of $6.1 million of unamortized debt issuance costs, was $293.9 million. Equipment Financing Facilities and Other As of December 31, 2018, the Company had a $10.1 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 December 31, 2018, the Company had $11.2 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 | 3 Months Ended |
Dec. 31, 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 December 31, 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, 2019 (Jan - Sept) $ 110,514 2020 101,743 2021 90,734 2022 71,869 2023 55,048 Thereafter 146,410 Total minimum lease payments $ 576,318 For the three months ended December 31, 2018 and 2017, rent expense was $27.5 million and $15.2 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 | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Geographic Data | 10. Geographic Data The following table summarizes certain geographic information for the periods presented (in thousands): December 31, 2018 September 30, 2018 December 31, 2017 Long-lived assets: U.S. $ 1,352,081 $ 1,409,742 $ 488,137 Canada 12,096 13,224 13,225 Total long-lived assets $ 1,364,177 $ 1,422,966 $ 501,362 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 11. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss) is composed of certain gains and losses that are excluded from net income under GAAP and instead recorded as a separate element of stockholders’ equity. For the three months ended December 31, 2018, the change in accumulated other comprehensive income (loss) was $(3.9) million and composed solely of foreign currency translation effects. There were no reclassifications out of accumulated other comprehensive income (loss) for the three months ended December 31, 2018. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 12. Fair Value Measurement As of December 31, 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 December 31, 2018, based upon recent trading prices (Level 2), the fair value of the Company’s $300.0 million Senior Notes due in 2023 was $299.3 million and the fair value of the $1.30 billion Senior Notes due 2025 was $1.15 billion. As of December 31, 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). |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 3 Months Ended |
Dec. 31, 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 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) December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 30,877 $ 2,775 $ (15,229 ) $ 18,423 Accounts receivable, net - 856,373 26,516 (1,140 ) 881,749 Inventories, net - 998,450 26,860 - 1,025,310 Prepaid expenses and other current assets 6,065 361,431 8,102 - 375,598 Total current assets 6,065 2,247,131 64,253 (16,369 ) 2,301,080 Intercompany receivable, net - 1,526,435 - (1,526,435 ) - Investments in consolidated subsidiaries 6,289,626 - - (6,289,626 ) - Deferred income taxes, net 20,767 - - (20,767 ) - Property and equipment, net 19,775 243,911 10,056 - 273,742 Goodwill - 2,461,212 28,518 - 2,489,730 Intangibles, net - 1,280,202 2,040 - 1,282,242 Other assets, net 1,243 - - - 1,243 Total assets $ 6,337,476 $ 7,758,891 $ 104,867 $ (7,853,197 ) $ 6,348,037 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 28,808 $ 532,526 $ 6,975 $ (16,369 ) $ 551,940 Accrued expenses 40,834 327,027 7,811 - 375,672 Current portions of long-term debt/obligations 9,700 10,615 - - 20,315 Total current liabilities 79,342 870,168 14,786 (16,369 ) 947,927 Intercompany payable, net 1,487,640 - 38,795 (1,526,435 ) - Borrowings under revolving lines of credit, net - 496,619 6,597 - 503,216 Long-term debt, net 2,497,123 - - - 2,497,123 Deferred income taxes, net - 130,847 99 (20,767 ) 110,179 Long-term obligations under equipment financing and other, net - 10,689 - - 10,689 Other long-term liabilities - 5,453 79 - 5,532 Total liabilities $ 4,064,105 $ 1,513,776 $ 60,356 $ (1,563,571 ) $ 4,074,666 Convertible preferred stock $ 399,195 $ - $ - $ - $ 399,195 Total stockholders' equity $ 1,874,176 $ 6,245,115 $ 44,511 $ (6,289,626 ) $ 1,874,176 Total liabilities and stockholders' equity $ 6,337,476 $ 7,758,891 $ 104,867 $ (7,853,197 ) $ 6,348,037 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 136,499 $ 1,959 $ (8,531 ) $ 129,927 Accounts receivable, net - 1,051,410 40,262 (1,139 ) 1,090,533 Inventories, net - 907,605 28,442 - 936,047 Prepaid expenses and other current assets 23,711 214,011 6,638 - 244,360 Total current assets 23,711 2,309,525 77,301 (9,670 ) 2,400,867 Intercompany receivable, net - 1,361,615 - (1,361,615 ) - Investments in consolidated subsidiaries 6,109,325 - - (6,109,325 ) - Deferred income taxes, net 22,475 - - (22,475 ) - Property and equipment, net 18,929 250,517 10,961 - 280,407 Goodwill - 2,461,725 30,054 - 2,491,779 Intangibles, net - 1,332,104 2,262 - 1,334,366 Other assets, net 1,243 - - - 1,243 Total assets $ 6,175,683 $ 7,715,486 $ 120,578 $ (7,503,085 ) $ 6,508,662 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 24,154 $ 843,907 $ 22,482 $ (9,671 ) $ 880,872 Accrued expenses 41,448 564,331 5,760 - 611,539 Current portions of long-term debt/obligations 9,700 9,961 - - 19,661 Total current liabilities 75,302 1,418,199 28,242 (9,671 ) 1,512,072 Intercompany payable, net 1,322,156 - 39,459 (1,361,615 ) - Borrowings under revolving lines of credit, net - 89,352 3,090 - 92,442 Long-term debt, net 2,494,725 - - - 2,494,725 Deferred income taxes, net - 128,846 622 (22,474 ) 106,994 Long-term obligations under equipment financing and other, net - 13,639 - - 13,639 Other long-term liabilities - 5,207 83 - 5,290 Total liabilities $ 3,892,183 $ 1,655,243 $ 71,496 $ (1,393,760 ) $ 4,225,162 Convertible preferred stock $ 399,195 $ - $ - $ - $ 399,195 Total stockholders' equity $ 1,884,305 $ 6,060,243 $ 49,082 $ (6,109,325 ) $ 1,884,305 Total liabilities and stockholders' equity $ 6,175,683 $ 7,715,486 $ 120,578 $ (7,503,085 ) $ 6,508,662 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 70,698 $ 2,122 $ (8,993 ) $ 63,827 Restricted cash - - 1,300,000 - 1,300,000 Accounts receivable, net - 526,068 27,775 (1,140 ) 552,703 Inventories, net - 581,288 22,505 - 603,793 Prepaid expenses and other current assets 17,713 194,007 6,998 - 218,718 Total current assets 17,713 1,372,061 1,359,400 (10,133 ) 2,739,041 Intercompany receivable, net - 730,364 - (730,364 ) - Investments in consolidated subsidiaries 3,239,031 - - (3,239,031 ) - Deferred income taxes, net 18,286 - - (18,286 ) - Property and equipment, net 8,271 135,925 10,491 - 154,687 Goodwill - 1,220,813 31,012 - 1,251,825 Intangibles, net - 408,123 2,734 - 410,857 Other assets, net 3,341 5,527 - - 8,868 Total assets $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 21,511 $ 296,547 $ 7,517 $ (10,133 ) $ 315,442 Accrued expenses 27,467 232,131 6,451 - 266,049 Current portions of long-term debt/obligations 4,500 9,739 - - 14,239 Total current liabilities 53,478 538,417 13,968 (10,133 ) 595,730 Intercompany payable, net 680,761 - 49,603 (730,364 ) - Long-term debt, net 700,059 - 1,300,000 - 2,000,059 Deferred income taxes, net - 111,066 671 (18,286 ) 93,451 Long-term obligations under equipment financing and other, net - 20,881 70 - 20,951 Other long-term liabilities - 2,743 - - 2,743 Total liabilities $ 1,434,298 $ 673,107 $ 1,364,312 $ (758,783 ) $ 2,712,934 Total stockholders' equity $ 1,852,344 $ 3,199,706 $ 39,325 $ (3,239,031 ) $ 1,852,344 Total liabilities and stockholders' equity $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,678,895 $ 42,781 $ - $ 1,721,676 Cost of products sold - 1,252,295 33,812 - 1,286,107 Gross profit - 426,600 8,969 - 435,569 Operating expense: Selling, general and administrative 9,775 309,548 8,370 - 327,693 Depreciation 764 16,372 465 - 17,601 Amortization - 51,911 110 - 52,021 Total operating expense 10,539 377,831 8,945 - 397,315 Intercompany charges (income) (6,687 ) 6,687 - - - Income (loss) from operations (3,852 ) 42,082 24 - 38,254 Interest expense, financing costs, and other 34,313 3,485 563 - 38,361 Intercompany interest expense (income) (9,680 ) 9,298 382 - - Income (loss) before provision for income taxes (28,485 ) 29,299 (921 ) - (107 ) Provision for (benefit from) income taxes (7,354 ) 8,400 (260 ) - 786 Income (loss) before equity in net income of subsidiaries (21,131 ) 20,899 (661 ) - (893 ) Equity in net income of subsidiaries 20,238 - - (20,238 ) - Net income (loss) $ (893 ) $ 20,899 $ (661 ) $ (20,238 ) $ (893 ) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,076,262 $ 45,717 $ - $ 1,121,979 Cost of products sold - 816,436 35,790 - 852,226 Gross profit - 259,826 9,927 - 269,753 Operating expense: Selling, general and administrative (133 ) 184,881 9,005 - 193,753 Depreciation 456 7,810 443 - 8,709 Amortization - 18,064 131 - 18,195 Total operating expense 323 210,755 9,579 - 220,657 Intercompany charges (income) 893 (893 ) - - - Income (loss) from operations (1,216 ) 49,964 348 - 49,096 Interest expense, financing costs, and other 10,076 825 11,667 - 22,568 Intercompany interest expense (income) (5,708 ) 5,321 387 - - Income (loss) before provision for income taxes (5,584 ) 43,818 (11,706 ) - 26,528 Provision for (benefit from) income taxes 5,521 (46,672 ) 83 - (41,068 ) Income (loss) before equity in net income of subsidiaries (11,105 ) 90,490 (11,789 ) - 67,596 Equity in net income of subsidiaries 78,701 - - (78,701 ) - Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ (893 ) $ 20,899 $ (661 ) $ (20,238 ) $ (893 ) Other comprehensive income (loss): Foreign currency translation adjustment (3,910 ) - (3,910 ) 3,910 (3,910 ) Total other comprehensive income (loss) (3,910 ) - (3,910 ) 3,910 (3,910 ) Comprehensive income (loss) $ (4,803 ) $ 20,899 $ (4,571 ) $ (16,328 ) $ (4,803 ) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Other comprehensive income (loss): Foreign currency translation adjustment 57 - 57 (57 ) 57 Total other comprehensive income (loss) 57 - 57 (57 ) 57 Comprehensive income (loss) $ 67,653 $ 90,490 $ (11,732 ) $ (78,758 ) $ 67,653 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ 12,792 $ (336,407 ) $ (2,659 ) $ (10,609 ) $ (336,883 ) Investing Activities Purchases of property and equipment (1,610 ) (9,971 ) (107 ) - (11,688 ) Acquisition of businesses, net - (163,973 ) - - (163,973 ) Proceeds from the sale of assets - 400 1 - 401 Intercompany activity (2,399 ) - - 2,399 - Net cash provided by (used in) investing activities (4,009 ) (173,544 ) (106 ) 2,399 (175,260 ) Financing Activities Borrowings under revolving lines of credit - 1,285,017 13,637 - 1,298,654 Repayments under revolving lines of credit - (878,376 ) (9,849 ) - (888,225 ) Payment of debt issuance costs - - - - - Repayments under equipment financing facilities and other - (1,465 ) - - (1,465 ) Payment of dividends on preferred stock (6,000 ) - - - (6,000 ) Proceeds from issuance of common stock related to equity awards 834 - - - 834 Taxes paid related to net share settlement of equity awards (3,617 ) - - - (3,617 ) Intercompany activity - (847 ) (561 ) 1,408 - Net cash provided by (used in) financing activities (8,783 ) 404,329 3,227 1,408 400,181 Effect of exchange rate changes on cash and cash equivalents - - 354 104 458 Net increase (decrease) in cash and cash equivalents - (105,622 ) 816 (6,698 ) (111,504 ) Cash and cash equivalents, beginning of period - 136,499 1,959 (8,531 ) 129,927 Cash and cash equivalents, end of period $ - $ 30,877 $ 2,775 $ (15,229 ) $ 18,423 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (37,331 ) $ 2,338 $ (9,658 ) $ 4,195 $ (40,456 ) Investing Activities Purchases of property and equipment (2,117 ) (4,874 ) (425 ) - (7,416 ) Acquisition of businesses - - - - - Proceeds from the sale of assets - 398 15 - 413 Intercompany activity 61,938 - - (61,938 ) - Net cash provided by (used in) investing activities 59,821 (4,476 ) (410 ) (61,938 ) (7,003 ) Financing Activities Borrowings under revolving lines of credit - 878 16,524 - 17,402 Repayments under revolving lines of credit - (877 ) (19,671 ) - (20,548 ) Repayments under term loan - - - - - Borrowings under Senior Notes - - 1,300,000 - 1,300,000 Payment of debt issuance costs (21,917 ) - - - (21,917 ) Repayments under equipment financing facilities and other - (1,973 ) 5 - (1,968 ) Payment of issuance costs from secondary offering of common stock (429 ) - - - (429 ) Proceeds from issuance of common stock related to equity awards 3,781 - - - 3,781 Taxes paid related to net share settlement of equity awards (3,925 ) - - - (3,925 ) Intercompany activity - (74,991 ) 13,110 61,881 - Net cash provided by (used in) financing activities (22,490 ) (76,963 ) 1,309,968 61,881 1,272,396 Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 640 - 640 Net increase (decrease) in cash, cash equivalents, and restricted cash - (79,101 ) 1,300,540 4,138 1,225,577 Cash, cash equivalents, and restricted cash, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash, cash equivalents, and restricted cash, end of period $ - $ 70,698 $ 1,302,122 $ (8,993 ) $ 1,363,827 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 December 31, 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 months ended December 31, 2018 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2019 (“fiscal year 2019” or “2019”). The three-month periods ended December 31, 2018 and 2017 had 62 and 61 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 2018 (“2018”) Annual Report on Form 10-K for the year ended September 30, 2018. |
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 May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” Recent Accounting Pronouncements—Not Yet Adopted 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 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | As of December 31, 2018, the Company had finalized the purchase accounting entries 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 December 31, 2018) Cash $ 19,322 $ (19,153 ) $ 169 Accounts receivable 315,485 22,064 337,549 Inventory 322,705 (7,920 ) 314,785 Prepaid and other current assets 59,279 16,161 75,440 Property, plant, and equipment 139,528 (168 ) 139,360 Goodwill 1,130,635 102,145 1,232,780 Intangible assets 1,037,000 - 1,037,000 Current liabilities (271,252 ) 11,963 (259,289 ) Non-current liabilities (6,820 ) 6,097 (723 ) Total purchase price $ 2,745,882 $ 131,189 $ 2,877,071 |
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): Three Months Ended December 31, 2017 (unaudited) Net sales $ 1,787,628 Net income (loss) 32,257 |
Net Sales (Tables)
Net Sales (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Sales by Product Line and Geography | The following table presents the Company’s net sales by product line and geography for the three months ended December 31, 2018 (in thousands): Three Months Ended December 31, 2018 U.S. Canada Total Residential roofing products $ 720,511 $ 11,679 $ 732,190 Non-residential roofing products 390,268 29,641 419,909 Complementary building products 568,116 1,461 569,577 Total net sales $ 1,678,895 $ 42,781 $ 1,721,676 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Dec. 31, 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 December 31, 2018 2017 Net income (loss) $ (893 ) $ 67,596 Dividends on preferred shares (6,000 ) - Net income (loss) attributable to common shareholders $ (6,893 ) $ 67,596 Undistributed income allocated to participating securities - - Net income (loss) attributable to common shareholders - basic and diluted $ (6,893 ) $ 67,596 Weighted-average common shares outstanding - basic 68,248,020 67,825,430 Effect of common share equivalents - 1,419,248 Weighted-average common shares outstanding - diluted 68,248,020 69,244,678 Net income (loss) per share - basic $ (0.10 ) $ 1.00 Net income (loss) per share - diluted $ (0.10 ) $ 0.98 |
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 December 31, 2018 2017 Stock options 1,554,518 288,275 Restricted stock units 318,229 - Preferred Stock 9,694,619 - |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value of Options, Black-Scholes Option-Pricing Model, Assumptions | The fair value of the options granted during the three months ended December 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 3.00 % Expected volatility 29.34 % Expected life (in years) 5.18 Dividend yield - |
Stock Options Outstanding and Activity During the Period | The following table summarizes all stock option activity for the three months ended December 31, 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, 2018 1,969,037 $ 33.08 5.7 $ 14,088 Granted 605,184 27.26 Exercised (48,800 ) 17.11 Canceled/Forfeited (12,967 ) 41.12 Expired (950 ) 12.25 Balance as of December 31, 2018 2,511,504 $ 31.96 6.6 $ 11,478 Vested and expected to vest after December 31, 2018 2,455,082 $ 31.94 6.5 $ 11,275 Exercisable as of December 31, 2018 1,645,162 $ 30.75 5.1 $ 8,511 ________________________________________________________________ 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): Three Months Ended December 31, 2018 2017 Weighted-average fair value of stock options granted $ 8.75 $ 15.86 Total grant date fair value of stock options vested 3,680 3,773 Total intrinsic value of stock options exercised 712 5,448 |
Restricted Shares and Units Outstanding and Activity During the Period | The following table summarizes all restricted stock unit activity for the three months ended December 31, 2018: RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of September 30, 2018 934,023 $ 47.00 Granted 630,745 27.28 Released (366,779 ) 40.46 Canceled/Forfeited (77,455 ) 47.52 Balance as of December 31, 2018 1,120,534 $ 38.00 Vested and expected to vest after December 31, 2018 1,040,181 $ 37.78 |
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): Three Months Ended December 31, 2018 2017 Weighted-average fair value of RSUs granted $ 27.28 $ 55.17 Total grant date fair value of RSUs vested 14,840 5,786 Total intrinsic value of RSUs released 11,160 10,683 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 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 three months ended December 31, 2018 and 2017, respectively (in thousands): Balance as of September 30, 2017 $ 1,251,986 Translation and other adjustments (161 ) Balance as of December 31, 2017 $ 1,251,825 Balance as of September 30, 2018 $ 2,491,779 Acquisitions 1 (513 ) Translation and other adjustments (1,536 ) Balance as of December 31, 2018 $ 2,489,730 _____________________________ 1 Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. (see Note 3 for further discussion). |
Summary of Intangible Assets | The following table summarizes intangible assets by category (in thousands, except time period amounts): December 31, 2018 September 30, 2018 December 31, 2017 Weighted-Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.47 Customer relationships 1,530,748 1,530,565 609,984 18.38 Trademarks 10,500 10,500 10,500 7.41 Beneficial lease arrangements 8,060 8,060 1,060 4.24 Total amortizable intangible assets 1,552,132 1,551,949 624,368 Accumulated amortization (462,940 ) (410,633 ) (286,561 ) Total amortizable intangible assets, net $ 1,089,192 $ 1,141,316 $ 337,807 Indefinite lived trademarks 193,050 193,050 73,050 Total intangibles, net $ 1,282,242 $ 1,334,366 $ 410,857 _________________________________________________________________ 1 As of December 31, 2018. |
Summary of Estimated Future Amortization | The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 2019 (Jan - Sept) $ 156,534 2020 179,541 2021 149,974 2022 121,426 2023 97,517 Thereafter 384,200 Total future amortization expense $ 1,089,192 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes all financing arrangements from the respective periods presented (in thousands): December 31, 2018 September 30, 2018 December 31, 2017 Revolving Lines of Credit 2023 ABL: U.S. Revolver, expires January 2023 1 $ 496,619 $ 89,352 $ - Canada Revolver, expires January 2023 2 6,597 3,090 - Current portion - - - Borrowings under revolving lines of credit, net $ 503,216 $ 92,442 $ - Long-term Debt, net Term Loans: Term Loan, matures October 2022 3 $ - $ - $ 433,828 Term Loan, matures January 2025 4 932,102 930,726 - Current portion (9,700 ) (9,700 ) (4,500 ) Long-term borrowings under term loans 922,402 921,026 429,328 Senior Notes: Senior Notes, mature October 2023 5 293,926 293,607 292,648 Senior Notes, mature November 2025 6 1,280,795 1,280,092 1,278,083 Current portion - - - Long-term borrowings under senior notes 1,574,721 1,573,699 1,570,731 Long-term debt, net $ 2,497,123 $ 2,494,725 $ 2,000,059 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 7 $ 10,148 $ 11,222 $ 11,657 Capital lease obligations, various maturities through November 2021 8 11,156 12,378 19,033 Current portion (10,615 ) (9,961 ) (9,739 ) Long-term obligations under equipment financing and other, net $ 10,689 $ 13,639 $ 20,951 ____________________________________________________________ 1 Effective rate on borrowings of 4.37% and 3.36% as of December 31, 2018 and September 30, 2018, respectively. 2 Effective rate on borrowings of 4.45% and 3.95% as of December 31, 2018 and September 30, 2018, respectively. 3 Extinguished on January 2, 2018; Interest rate of 4.06% as of December 31, 2017. 4 Interest rate of 4.77% and 4.53% as of December 31, 2018 and September 30, 2018, respectively. 5 Interest rate of 6.38% as of December 31, 2018, September 30, 2017 and December 31, 2017. 6 Interest rate of 4.88% as of December 31, 2018, September 30, 2017 and December 31, 2017. 7 Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2018, September 30, 2017, and December 31, 2017. 8 Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2018 , September 30, 2017, and December 31, 2017. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Rental Commitments under Non-cancelable Operating Leases | At December 31, 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, 2019 (Jan - Sept) $ 110,514 2020 101,743 2021 90,734 2022 71,869 2023 55,048 Thereafter 146,410 Total minimum lease payments $ 576,318 |
Geographic Data (Tables)
Geographic Data (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Information | The following table summarizes certain geographic information for the periods presented (in thousands): December 31, 2018 September 30, 2018 December 31, 2017 Long-lived assets: U.S. $ 1,352,081 $ 1,409,742 $ 488,137 Canada 12,096 13,224 13,225 Total long-lived assets $ 1,364,177 $ 1,422,966 $ 501,362 |
Supplemental Guarantor Inform_2
Supplemental Guarantor Information (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheets | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 30,877 $ 2,775 $ (15,229 ) $ 18,423 Accounts receivable, net - 856,373 26,516 (1,140 ) 881,749 Inventories, net - 998,450 26,860 - 1,025,310 Prepaid expenses and other current assets 6,065 361,431 8,102 - 375,598 Total current assets 6,065 2,247,131 64,253 (16,369 ) 2,301,080 Intercompany receivable, net - 1,526,435 - (1,526,435 ) - Investments in consolidated subsidiaries 6,289,626 - - (6,289,626 ) - Deferred income taxes, net 20,767 - - (20,767 ) - Property and equipment, net 19,775 243,911 10,056 - 273,742 Goodwill - 2,461,212 28,518 - 2,489,730 Intangibles, net - 1,280,202 2,040 - 1,282,242 Other assets, net 1,243 - - - 1,243 Total assets $ 6,337,476 $ 7,758,891 $ 104,867 $ (7,853,197 ) $ 6,348,037 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 28,808 $ 532,526 $ 6,975 $ (16,369 ) $ 551,940 Accrued expenses 40,834 327,027 7,811 - 375,672 Current portions of long-term debt/obligations 9,700 10,615 - - 20,315 Total current liabilities 79,342 870,168 14,786 (16,369 ) 947,927 Intercompany payable, net 1,487,640 - 38,795 (1,526,435 ) - Borrowings under revolving lines of credit, net - 496,619 6,597 - 503,216 Long-term debt, net 2,497,123 - - - 2,497,123 Deferred income taxes, net - 130,847 99 (20,767 ) 110,179 Long-term obligations under equipment financing and other, net - 10,689 - - 10,689 Other long-term liabilities - 5,453 79 - 5,532 Total liabilities $ 4,064,105 $ 1,513,776 $ 60,356 $ (1,563,571 ) $ 4,074,666 Convertible preferred stock $ 399,195 $ - $ - $ - $ 399,195 Total stockholders' equity $ 1,874,176 $ 6,245,115 $ 44,511 $ (6,289,626 ) $ 1,874,176 Total liabilities and stockholders' equity $ 6,337,476 $ 7,758,891 $ 104,867 $ (7,853,197 ) $ 6,348,037 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 136,499 $ 1,959 $ (8,531 ) $ 129,927 Accounts receivable, net - 1,051,410 40,262 (1,139 ) 1,090,533 Inventories, net - 907,605 28,442 - 936,047 Prepaid expenses and other current assets 23,711 214,011 6,638 - 244,360 Total current assets 23,711 2,309,525 77,301 (9,670 ) 2,400,867 Intercompany receivable, net - 1,361,615 - (1,361,615 ) - Investments in consolidated subsidiaries 6,109,325 - - (6,109,325 ) - Deferred income taxes, net 22,475 - - (22,475 ) - Property and equipment, net 18,929 250,517 10,961 - 280,407 Goodwill - 2,461,725 30,054 - 2,491,779 Intangibles, net - 1,332,104 2,262 - 1,334,366 Other assets, net 1,243 - - - 1,243 Total assets $ 6,175,683 $ 7,715,486 $ 120,578 $ (7,503,085 ) $ 6,508,662 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 24,154 $ 843,907 $ 22,482 $ (9,671 ) $ 880,872 Accrued expenses 41,448 564,331 5,760 - 611,539 Current portions of long-term debt/obligations 9,700 9,961 - - 19,661 Total current liabilities 75,302 1,418,199 28,242 (9,671 ) 1,512,072 Intercompany payable, net 1,322,156 - 39,459 (1,361,615 ) - Borrowings under revolving lines of credit, net - 89,352 3,090 - 92,442 Long-term debt, net 2,494,725 - - - 2,494,725 Deferred income taxes, net - 128,846 622 (22,474 ) 106,994 Long-term obligations under equipment financing and other, net - 13,639 - - 13,639 Other long-term liabilities - 5,207 83 - 5,290 Total liabilities $ 3,892,183 $ 1,655,243 $ 71,496 $ (1,393,760 ) $ 4,225,162 Convertible preferred stock $ 399,195 $ - $ - $ - $ 399,195 Total stockholders' equity $ 1,884,305 $ 6,060,243 $ 49,082 $ (6,109,325 ) $ 1,884,305 Total liabilities and stockholders' equity $ 6,175,683 $ 7,715,486 $ 120,578 $ (7,503,085 ) $ 6,508,662 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 70,698 $ 2,122 $ (8,993 ) $ 63,827 Restricted cash - - 1,300,000 - 1,300,000 Accounts receivable, net - 526,068 27,775 (1,140 ) 552,703 Inventories, net - 581,288 22,505 - 603,793 Prepaid expenses and other current assets 17,713 194,007 6,998 - 218,718 Total current assets 17,713 1,372,061 1,359,400 (10,133 ) 2,739,041 Intercompany receivable, net - 730,364 - (730,364 ) - Investments in consolidated subsidiaries 3,239,031 - - (3,239,031 ) - Deferred income taxes, net 18,286 - - (18,286 ) - Property and equipment, net 8,271 135,925 10,491 - 154,687 Goodwill - 1,220,813 31,012 - 1,251,825 Intangibles, net - 408,123 2,734 - 410,857 Other assets, net 3,341 5,527 - - 8,868 Total assets $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 21,511 $ 296,547 $ 7,517 $ (10,133 ) $ 315,442 Accrued expenses 27,467 232,131 6,451 - 266,049 Current portions of long-term debt/obligations 4,500 9,739 - - 14,239 Total current liabilities 53,478 538,417 13,968 (10,133 ) 595,730 Intercompany payable, net 680,761 - 49,603 (730,364 ) - Long-term debt, net 700,059 - 1,300,000 - 2,000,059 Deferred income taxes, net - 111,066 671 (18,286 ) 93,451 Long-term obligations under equipment financing and other, net - 20,881 70 - 20,951 Other long-term liabilities - 2,743 - - 2,743 Total liabilities $ 1,434,298 $ 673,107 $ 1,364,312 $ (758,783 ) $ 2,712,934 Total stockholders' equity $ 1,852,344 $ 3,199,706 $ 39,325 $ (3,239,031 ) $ 1,852,344 Total liabilities and stockholders' equity $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 |
Condensed Consolidating Statements of Operations | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,678,895 $ 42,781 $ - $ 1,721,676 Cost of products sold - 1,252,295 33,812 - 1,286,107 Gross profit - 426,600 8,969 - 435,569 Operating expense: Selling, general and administrative 9,775 309,548 8,370 - 327,693 Depreciation 764 16,372 465 - 17,601 Amortization - 51,911 110 - 52,021 Total operating expense 10,539 377,831 8,945 - 397,315 Intercompany charges (income) (6,687 ) 6,687 - - - Income (loss) from operations (3,852 ) 42,082 24 - 38,254 Interest expense, financing costs, and other 34,313 3,485 563 - 38,361 Intercompany interest expense (income) (9,680 ) 9,298 382 - - Income (loss) before provision for income taxes (28,485 ) 29,299 (921 ) - (107 ) Provision for (benefit from) income taxes (7,354 ) 8,400 (260 ) - 786 Income (loss) before equity in net income of subsidiaries (21,131 ) 20,899 (661 ) - (893 ) Equity in net income of subsidiaries 20,238 - - (20,238 ) - Net income (loss) $ (893 ) $ 20,899 $ (661 ) $ (20,238 ) $ (893 ) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,076,262 $ 45,717 $ - $ 1,121,979 Cost of products sold - 816,436 35,790 - 852,226 Gross profit - 259,826 9,927 - 269,753 Operating expense: Selling, general and administrative (133 ) 184,881 9,005 - 193,753 Depreciation 456 7,810 443 - 8,709 Amortization - 18,064 131 - 18,195 Total operating expense 323 210,755 9,579 - 220,657 Intercompany charges (income) 893 (893 ) - - - Income (loss) from operations (1,216 ) 49,964 348 - 49,096 Interest expense, financing costs, and other 10,076 825 11,667 - 22,568 Intercompany interest expense (income) (5,708 ) 5,321 387 - - Income (loss) before provision for income taxes (5,584 ) 43,818 (11,706 ) - 26,528 Provision for (benefit from) income taxes 5,521 (46,672 ) 83 - (41,068 ) Income (loss) before equity in net income of subsidiaries (11,105 ) 90,490 (11,789 ) - 67,596 Equity in net income of subsidiaries 78,701 - - (78,701 ) - Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 |
Condensed Consolidating Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ (893 ) $ 20,899 $ (661 ) $ (20,238 ) $ (893 ) Other comprehensive income (loss): Foreign currency translation adjustment (3,910 ) - (3,910 ) 3,910 (3,910 ) Total other comprehensive income (loss) (3,910 ) - (3,910 ) 3,910 (3,910 ) Comprehensive income (loss) $ (4,803 ) $ 20,899 $ (4,571 ) $ (16,328 ) $ (4,803 ) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Other comprehensive income (loss): Foreign currency translation adjustment 57 - 57 (57 ) 57 Total other comprehensive income (loss) 57 - 57 (57 ) 57 Comprehensive income (loss) $ 67,653 $ 90,490 $ (11,732 ) $ (78,758 ) $ 67,653 |
Condensed Consolidating Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2018 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ 12,792 $ (336,407 ) $ (2,659 ) $ (10,609 ) $ (336,883 ) Investing Activities Purchases of property and equipment (1,610 ) (9,971 ) (107 ) - (11,688 ) Acquisition of businesses, net - (163,973 ) - - (163,973 ) Proceeds from the sale of assets - 400 1 - 401 Intercompany activity (2,399 ) - - 2,399 - Net cash provided by (used in) investing activities (4,009 ) (173,544 ) (106 ) 2,399 (175,260 ) Financing Activities Borrowings under revolving lines of credit - 1,285,017 13,637 - 1,298,654 Repayments under revolving lines of credit - (878,376 ) (9,849 ) - (888,225 ) Payment of debt issuance costs - - - - - Repayments under equipment financing facilities and other - (1,465 ) - - (1,465 ) Payment of dividends on preferred stock (6,000 ) - - - (6,000 ) Proceeds from issuance of common stock related to equity awards 834 - - - 834 Taxes paid related to net share settlement of equity awards (3,617 ) - - - (3,617 ) Intercompany activity - (847 ) (561 ) 1,408 - Net cash provided by (used in) financing activities (8,783 ) 404,329 3,227 1,408 400,181 Effect of exchange rate changes on cash and cash equivalents - - 354 104 458 Net increase (decrease) in cash and cash equivalents - (105,622 ) 816 (6,698 ) (111,504 ) Cash and cash equivalents, beginning of period - 136,499 1,959 (8,531 ) 129,927 Cash and cash equivalents, end of period $ - $ 30,877 $ 2,775 $ (15,229 ) $ 18,423 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (37,331 ) $ 2,338 $ (9,658 ) $ 4,195 $ (40,456 ) Investing Activities Purchases of property and equipment (2,117 ) (4,874 ) (425 ) - (7,416 ) Acquisition of businesses - - - - - Proceeds from the sale of assets - 398 15 - 413 Intercompany activity 61,938 - - (61,938 ) - Net cash provided by (used in) investing activities 59,821 (4,476 ) (410 ) (61,938 ) (7,003 ) Financing Activities Borrowings under revolving lines of credit - 878 16,524 - 17,402 Repayments under revolving lines of credit - (877 ) (19,671 ) - (20,548 ) Repayments under term loan - - - - - Borrowings under Senior Notes - - 1,300,000 - 1,300,000 Payment of debt issuance costs (21,917 ) - - - (21,917 ) Repayments under equipment financing facilities and other - (1,973 ) 5 - (1,968 ) Payment of issuance costs from secondary offering of common stock (429 ) - - - (429 ) Proceeds from issuance of common stock related to equity awards 3,781 - - - 3,781 Taxes paid related to net share settlement of equity awards (3,925 ) - - - (3,925 ) Intercompany activity - (74,991 ) 13,110 61,881 - Net cash provided by (used in) financing activities (22,490 ) (76,963 ) 1,309,968 61,881 1,272,396 Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 640 - 640 Net increase (decrease) in cash, cash equivalents, and restricted cash - (79,101 ) 1,300,540 4,138 1,225,577 Cash, cash equivalents, and restricted cash, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash, cash equivalents, and restricted cash, end of period $ - $ 70,698 $ 1,302,122 $ (8,993 ) $ 1,363,827 |
Company Overview - Additional I
Company Overview - Additional Information (Detail) $ in Millions | Jan. 02, 2018USD ($) | Dec. 31, 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 [Member] | ||
Company Overview [Line Items] | ||
Number of states in which entity operates | State | 50 | |
Canada [Member] | ||
Company Overview [Line Items] | ||
Number of provinces in which entity operates | Province | 6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Jul. 16, 2018USD ($)Location | May 01, 2018USD ($)Location | Jan. 02, 2018USD ($)StateLocation$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)Branch$ / sharesshares | Mar. 31, 2018USD ($) | Oct. 25, 2017USD ($) | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||
Preferred stock, issuance | shares | 0 | 0 | 0 | ||||||
Mezzanine equity | $ 399,195,000 | $ 399,195,000 | |||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Number of business locations acquired | Branch | 7 | ||||||||
Business acquisition, sales reported by acquired entity for last annual period | $ 1,787,628,000 | ||||||||
Business acquisitions purchase price allocation goodwill amount | $ 2,489,730,000 | $ 1,251,825,000 | $ 2,491,779,000 | $ 1,251,986,000 | |||||
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 | ||||||||
Adjusted purchase price | 2,877,071,000 | $ 2,745,882,000 | |||||||
Net working capital adjustment | 88,100,000 | ||||||||
Business acquisition purchase price and tax position | 164,000,000 | ||||||||
Number of business locations acquired | Location | 208 | ||||||||
Number of states business location acquired | State | 31 | ||||||||
Business acquisition, goodwill, tax deductible amount | 1,160,000,000 | ||||||||
Business acquisitions purchase price allocation goodwill amount | 1,232,780,000 | 1,130,635,000 | |||||||
Business acquisitions purchase price allocation intangible assets other than goodwill | 1,037,000,000 | $ 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 | ||||||||
Unamortized 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 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition purchase price in cash | $ 2,625,000,000 | ||||||||
Tri-State Builder Supply [Member] | |||||||||
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 | ||||||||
Atlas Supply, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of business locations acquired | Location | 6 | ||||||||
Business acquisition, sales reported by acquired entity for last annual period | $ 37,000,000 | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, goodwill, tax deductible amount | $ 7,400,000 | ||||||||
Business acquisitions purchase price allocation goodwill amount | 7,600,000 | ||||||||
Business acquisitions purchase price allocation intangible assets other than goodwill | $ 11,400,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Business Combination Separately Recognized Transactions [Line Items] | |||||
Goodwill | $ 2,489,730 | $ 2,491,779 | $ 1,251,825 | $ 1,251,986 | |
Goodwill | (513) | ||||
Allied Acquisition [Member] | |||||
Business Combination Separately Recognized Transactions [Line Items] | |||||
Cash | 169 | $ 19,322 | |||
Accounts receivable | 337,549 | 315,485 | |||
Inventory | 314,785 | 322,705 | |||
Prepaid and other current assets | 75,440 | 59,279 | |||
Property, plant, and equipment | 139,360 | 139,528 | |||
Goodwill | 1,232,780 | 1,130,635 | |||
Intangible assets | 1,037,000 | 1,037,000 | |||
Current liabilities | (259,289) | (271,252) | |||
Non-current liabilities | (723) | (6,820) | |||
Total purchase price | 2,877,071 | $ 2,745,882 | |||
Cash | (19,153) | ||||
Accounts receivable | 22,064 | ||||
Inventory | (7,920) | ||||
Prepaid and other current assets | 16,161 | ||||
Property, plant, and equipment | (168) | ||||
Goodwill | 102,145 | ||||
Current liabilities | 11,963 | ||||
Non-current liabilities | 6,097 | ||||
Total purchase price | $ 131,189 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Information (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Business Acquisition Pro Forma Information [Abstract] | |
Net sales | $ 1,787,628 |
Net income (loss) | $ 32,257 |
Net Sales - Summary of Net Sale
Net Sales - Summary of Net Sales by Product Line and Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 1,721,676 | $ 1,121,979 |
Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 732,190 | |
Non-Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 419,909 | |
Complementary Building Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 569,577 | |
U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 1,678,895 | |
U.S. [Member] | Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 720,511 | |
U.S. [Member] | Non-Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 390,268 | |
U.S. [Member] | Complementary Building Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 568,116 | |
Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 42,781 | |
Canada [Member] | Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 11,679 | |
Canada [Member] | Non-Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 29,641 | |
Canada [Member] | Complementary Building Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 1,461 |
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 | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (893) | $ 67,596 | |
Dividends on preferred shares | [1] | (6,000) | 0 |
Net income (loss) attributable to common shareholders | (6,893) | 67,596 | |
Net income (loss) attributable to common shareholders - basic and diluted | $ (6,893) | $ 67,596 | |
Weighted-average common shares outstanding - basic | 68,248,020 | 67,825,430 | |
Effect of common share equivalents | 1,419,248 | ||
Weighted-average common shares outstanding - diluted | 68,248,020 | 69,244,678 | |
Net income (loss) per share - basic | [2] | $ (0.10) | $ 1 |
Net income (loss) per share - diluted | [2] | $ (0.10) | $ 0.98 |
[1] | Three months ended December 31, 2018 amount is composed of $5.0 million in undeclared cumulative Preferred Stock dividends as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end. See Note 3 for further discussion. | ||
[2] | See Note 5 for detailed calculations and further discussion. |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 9,694,619 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 1,554,518 | 288,275 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 318,229 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 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 | 1,772,191 | ||
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 granted expiration period | 10 years | ||
Vesting period | 3 years | ||
Allocated stock-based compensation expense | $ 1 | $ 1.1 | |
Unrecognized compensation cost related to unvested stock | $ 8.1 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 3 months 18 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $ 2.4 | $ 2.4 | |
Unrecognized compensation cost related to unvested stock | $ 27.2 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 3 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 Value of Options, Black-Scholes Option-Pricing Model, Assumptions (Detail) | 3 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 3.00% |
Expected volatility | 29.34% |
Expected life (in years) | 5 years 2 months 4 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 | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Options Outstanding | ||
Balance as of September 30, 2018 | 1,969,037 | |
Granted | 605,184 | |
Exercised | (48,800) | |
Canceled/Forfeited | (12,967) | |
Expired | (950) | |
Balance as of December 31, 2018 | 2,511,504 | 1,969,037 |
Vested and expected to vest after December 31, 2018 | 2,455,082 | |
Exercisable as of December 31, 2018 | 1,645,162 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 33.08 | |
Granted | 27.26 | |
Exercised | 17.11 | |
Canceled/Forfeited | 41.12 | |
Expired | 12.25 | |
Ending Balance | 31.96 | $ 33.08 |
Vested and expected to vest after December 31, 2018 | 31.94 | |
Exercisable as of December 31, 2018 | $ 30.75 | |
Weighted-Average Remaining Contractual Life | ||
Balance | 6 years 7 months 6 days | 5 years 8 months 12 days |
Vested and expected to vest after December 31, 2018 | 6 years 6 months | |
Exercisable as of December 31, 2018 | 5 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Balance | $ 11,478 | $ 14,088 |
Vested and expected to vest after December 31, 2018 | 11,275 | |
Exercisable as of December 31, 2018 | $ 8,511 |
Stock-based compensation - St_2
Stock-based compensation - Stock Option Grants, Vesting, and Exercises (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of stock options granted | $ 8.75 | $ 15.86 |
Total grant date fair value of stock options vested | $ 3,680 | $ 3,773 |
Total intrinsic value of stock options exercised | $ 712 | $ 5,448 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Detail) - $ / shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted - Average Grant Date Fair Value | ||
Granted | $ 27.28 | $ 55.17 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding | ||
Balance as of September 30, 2018 | 934,023 | |
Granted | 630,745 | |
Released | (366,779) | |
Canceled/Forfeited | (77,455) | |
Balance as of December 31, 2018 | 1,120,534 | |
Vested and expected to vest after December 31, 2018 | 1,040,181 | |
Weighted - Average Grant Date Fair Value | ||
Balance as of September 30, 2018 | $ 47 | |
Granted | 27.28 | |
Released | 40.46 | |
Canceled/Forfeited | 47.52 | |
Balance as of December 31, 2018 | 38 | |
Vested and expected to vest after December 31, 2018 | $ 37.78 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Restricted Stock Units Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of RSUs granted | $ 27.28 | $ 55.17 |
Total grant date fair value of RSUs vested | $ 14,840 | $ 5,786 |
Total intrinsic value of RSUs released | $ 11,160 | $ 10,683 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 2,491,779 | $ 1,251,986 |
Acquisitions | (513) | |
Translation and other adjustments | (1,536) | (161) |
Ending balance | $ 2,489,730 | $ 1,251,825 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 1,050,000 | ||
Amortization of Intangible Assets | $ 52,021 | $ 18,195 | |
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 2 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 | ||
Customer Relationships [Member] | Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 4 months 17 days | ||
Beneficial Lease Arrangements [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 7,000 | ||
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years 2 months 26 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 1,552,132 | $ 1,551,949 | $ 624,368 |
Accumulated amortization | (462,940) | (410,633) | (286,561) |
Total amortizable intangible assets, net | 1,089,192 | 1,141,316 | 337,807 |
Indefinite lived trademarks | 193,050 | 193,050 | 73,050 |
Total intangibles, net | $ 1,282,242 | 1,334,366 | 410,857 |
Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 2 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 5 months 19 days | ||
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 1,530,748 | 1,530,565 | 609,984 |
Customer Relationships [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 4 months 17 days | ||
Trademarks [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 10,500 | 10,500 | 10,500 |
Trademarks [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years 4 months 28 days | ||
Beneficial Lease Arrangements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 8,060 | $ 8,060 | $ 1,060 |
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years 2 months 26 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2019 (Jan - Sept) | $ 156,534 | ||
2,020 | 179,541 | ||
2,021 | 149,974 | ||
2,022 | 121,426 | ||
2,023 | 97,517 | ||
Thereafter | 384,200 | ||
Total amortizable intangible assets, net | $ 1,089,192 | $ 1,141,316 | $ 337,807 |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt Instruments (Detail) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | |||
Debt Instrument [Line Items] | |||||||
Borrowings under revolving lines of credit/term loans, net | $ 503,216,000 | $ 92,442,000 | |||||
Current portion | 0 | 0 | $ 0 | ||||
Long-term borrowings under senior notes | 1,574,721,000 | 1,573,699,000 | 1,570,731,000 | ||||
Long-term debt, net | 2,497,123,000 | 2,494,725,000 | 2,000,059,000 | ||||
Equipment financing facilities, various maturities through September 2021 | [1] | 10,148,000 | 11,222,000 | 11,657,000 | |||
Capital lease obligations, various maturities through November 2021 | [2] | 11,156,000 | 12,378,000 | 19,033,000 | |||
Long-term obligations under equipment financing and other, net | 10,689,000 | 13,639,000 | 20,951,000 | ||||
Senior Notes, Matures October 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior Notes | [3] | 293,926,000 | 293,607,000 | 292,648,000 | |||
Senior Notes, Matures November 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior Notes | [4] | 1,280,795,000 | 1,280,092,000 | 1,278,083,000 | |||
Equipment Financing Facilities and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Current portion | (10,615,000) | (9,961,000) | (9,739,000) | ||||
Long-term obligations under equipment financing and other, net | 10,689,000 | 13,639,000 | 20,951,000 | ||||
Revolving Lines of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings under revolving lines of credit/term loans, net | 503,216,000 | 92,442,000 | |||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings under revolving lines of credit/term loans, net | 503,200,000 | ||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total Borrowings under revolving lines of credit/term loans | [5] | 496,619,000 | 89,352,000 | ||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | Canada [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total Borrowings under revolving lines of credit/term loans | [6] | 6,597,000 | 3,090,000 | ||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Current portion | (9,700,000) | (9,700,000) | (4,500,000) | ||||
Borrowings under revolving lines of credit/term loans, net | 922,402,000 | 921,026,000 | 429,328,000 | ||||
Term Loan [Member] | Term Loan, Matures October 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total Borrowings under revolving lines of credit/term loans | [7] | $ 433,828,000 | |||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total Borrowings under revolving lines of credit/term loans | $ 932,102,000 | [8] | $ 930,726,000 | [8] | $ 970,000,000 | ||
[1] | Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2018, September 30, 2017, and December 31, 2017. | ||||||
[2] | Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2018 , September 30, 2017, and December 31, 2017. | ||||||
[3] | Interest rate of 6.38% as of December 31, 2018, September 30, 2017 and December 31, 2017. | ||||||
[4] | Interest rate of 4.88% as of December 31, 2018, September 30, 2017 and December 31, 2017. | ||||||
[5] | Effective rate on borrowings of 4.37% and 3.36% as of December 31, 2018 and September 30, 2018, respectively. | ||||||
[6] | Effective rate on borrowings of 4.45% and 3.95% as of December 31, 2018 and September 30, 2018, respectively. | ||||||
[7] | Extinguished on January 2, 2018; Interest rate of 4.06% as of December 31, 2017. | ||||||
[8] | Interest rate of 4.77% and 4.53% as of December 31, 2018 and September 30, 2018, respectively. |
Financing Arrangements - Long_2
Financing Arrangements - Long-term Debt Instruments (Parenthetical) (Detail) | Jan. 02, 2018 | Oct. 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Equipment Financing Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maturity date | Sep. 30, 2021 | Sep. 30, 2021 | 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 | Nov. 30, 2021 | 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. 1, 2023 | Oct. 1, 2023 | Oct. 1, 2023 | ||
Senior Notes, Matures November 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate at period end | 4.88% | 4.88% | 4.88% | |||
Debt instrument maturity date | Nov. 1, 2025 | Nov. 1, 2025 | Nov. 1, 2025 | |||
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 | 4.37% | 3.36% | ||||
Line of Credit Facility, Expiration Date | Jan. 2, 2023 | Jan. 2, 2023 | 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 | 4.45% | 3.95% | ||||
Line of Credit Facility, Expiration Date | Jan. 2, 2023 | Jan. 2, 2023 | Jan. 2, 2023 | |||
Term Loan [Member] | Term Loan, Matures October 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Interest Rate at Period End | 4.06% | |||||
Line of Credit Facility, Expiration Date | Oct. 1, 2022 | Oct. 1, 2022 | Oct. 1, 2022 | |||
Debt extinguishment date | Jan. 2, 2018 | |||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate at period end | 4.77% | 4.53% | ||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 |
Financing Arrangements - Financ
Financing Arrangements - Financing - Allied Acquisition - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | [1] | Oct. 01, 2015 | |
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | $ 1,450,000,000 | |||||
Borrowings under senior notes | $ 0 | $ 1,300,000,000 | |||||
Payments of debt issuance costs | 65,300,000 | 0 | $ 21,917,000 | ||||
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 | ||||||
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 | ||||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 970,000,000 | $ 932,102,000 | [1] | $ 930,726,000 | |||
[1] | Interest rate of 4.77% and 4.53% as of December 31, 2018 and September 30, 2018, respectively. |
Financing Arrangements - 2023 A
Financing Arrangements - 2023 ABL - Additional Information (Detail) | Jan. 02, 2018USD ($) | Dec. 31, 2018USD ($)Covenant | Sep. 30, 2018USD ($) | Oct. 01, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | $ 1,450,000,000 | ||
Borrowings under revolving lines of credit/term loans, net | $ 503,216,000 | $ 92,442,000 | ||
Revolving Lines of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowings under revolving lines of credit/term loans, net | $ 503,216,000 | $ 92,442,000 | ||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,300,000,000 | |||
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 | $ 503,200,000 | |||
Unamortized debt issuance costs | 10,000,000 | |||
U.S. [Member] | Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | |||
Standby letters of credit outstanding | $ 13,400,000 | |||
Canada [Member] | Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 |
Financing Arrangements - 2025 T
Financing Arrangements - 2025 Term Loan - Additional Information (Detail) - Term Loan [Member] - Term Loan, Matures January 2025 [Member] - USD ($) | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | ||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | $ 970,000,000 | $ 932,102,000 | [1] | $ 930,726,000 | [1] | |
Debt Instrument, Frequency of Periodic Payment | quarterly | |||||
Debt Instrument, Periodic Payment | $ 2,400,000 | |||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 | ||
Unamortized debt issuance costs | $ 33,000,000 | |||||
[1] | Interest rate of 4.77% and 4.53% as of December 31, 2018 and September 30, 2018, respectively. |
Financing Arrangements - 2025 S
Financing Arrangements - 2025 Senior Notes - Additional Information (Detail) - Senior Notes, Matures November 2025 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Oct. 25, 2017 | Sep. 30, 2017 | ||
Debt Instrument [Line Items] | ||||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | |||||
Debt instrument interest rate | 4.88% | 4.88% | 4.88% | |||
Debt instrument, issue price percentage | 100.00% | |||||
Debt instrument maturity date | Nov. 1, 2025 | Nov. 1, 2025 | Nov. 1, 2025 | |||
Senior Notes Payable | [1] | $ 1,280,795,000 | $ 1,278,083,000 | $ 1,280,092,000 | ||
Unamortized debt issuance costs | $ 19,200,000 | |||||
[1] | Interest rate of 4.88% as of December 31, 2018, September 30, 2017 and December 31, 2017. |
Financing Arrangements - Fina_2
Financing Arrangements - Financing - RSG Acquisition - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Oct. 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | $ 1,450,000,000 | ||
Borrowings under senior notes | $ 0 | $ 1,300,000,000 | ||
Payments of debt issuance costs | $ 65,300,000 | 0 | $ 21,917,000 | |
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 | |||
2020 ABL [Member] | Revolving Lines of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 700,000,000 | |||
Proceeds from Lines of Credit | 350,000,000 | |||
2022 Term Loan [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | 450,000,000 | |||
Senior Notes, Matures October 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowings under senior notes | $ 300,000,000 |
Financing Arrangements - 2020 A
Financing Arrangements - 2020 ABL - Additional Information (Detail) - USD ($) | Oct. 01, 2015 | Jan. 02, 2018 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,450,000,000 | $ 3,570,000,000 |
Revolving Lines of Credit [Member] | 2020 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000,000 | |
Debt instrument maturity date | Oct. 1, 2020 | |
Debt instrument paid off date | Jan. 2, 2018 | |
U.S. [Member] | Revolving Lines of Credit [Member] | 2020 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 670,000,000 | |
Canada [Member] | Revolving Lines of Credit [Member] | 2020 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 |
Financing Arrangements - 2022 T
Financing Arrangements - 2022 Term Loan - Additional Information (Detail) - Term Loan [Member] - 2022 Term Loan [Member] - USD ($) $ in Millions | Oct. 01, 2015 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 450 | |
Debt instrument paid off date | Jan. 2, 2018 | |
Write off of debt issuance costs | $ 0.7 | |
Debt Instrument, Frequency of Periodic Payment | quarterly | |
Debt Instrument, Periodic Payment | $ 1.1 | |
Debt instrument maturity date | Oct. 1, 2022 |
Financing Arrangements - 2023 S
Financing Arrangements - 2023 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||||
Borrowings under senior notes | $ 0 | $ 1,300,000 | |||
Senior Notes, Matures October 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowings under senior notes | $ 300,000 | ||||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 1, 2023 | Oct. 1, 2023 | Oct. 1, 2023 | |
Debt instrument, coupon rate | 6.38% | ||||
Unamortized debt issuance costs | $ 6,100 | ||||
Senior Notes Payable | [1] | $ 293,926 | $ 292,648 | $ 293,607 | |
[1] | Interest rate of 6.38% as of December 31, 2018, September 30, 2017 and December 31, 2017. |
Financing Arrangements - Equipm
Financing Arrangements - Equipment Financing Facilities and Other - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | ||
Debt Instrument [Line Items] | ||||
Equipment financing facilities, various maturities through September 2021 | [1] | $ 10,148,000 | $ 11,657,000 | $ 11,222,000 |
Capital lease obligations, various maturities through November 2021 | [2] | $ 11,156,000 | $ 19,033,000 | $ 12,378,000 |
Capital Lease Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Nov. 30, 2021 | Nov. 30, 2021 | Nov. 30, 2021 | |
Capital lease obligations, various maturities through November 2021 | $ 11,200,000 | |||
Equipment Financing Facilities and Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Equipment financing facilities, various maturities through September 2021 | $ 10,100,000 | |||
Debt instrument maturity date | Sep. 30, 2021 | |||
Minimum [Member] | Capital Lease Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 2.72% | |||
Minimum [Member] | Equipment Financing Facilities and Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.33% | |||
Maximum [Member] | Capital Lease Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 10.39% | |||
Maximum [Member] | Equipment Financing Facilities and Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 3.25% | |||
[1] | Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2018, September 30, 2017, and December 31, 2017. | |||
[2] | Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2018 , September 30, 2017, and December 31, 2017. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Rental Commitments under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 (Jan - Sept) | $ 110,514 |
2,020 | 101,743 |
2,021 | 90,734 |
2,022 | 71,869 |
2,023 | 55,048 |
Thereafter | 146,410 |
Total minimum lease payments | $ 576,318 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense, Net, Total | $ 27.5 | $ 15.2 |
Geographic Data - Schedule Of G
Geographic Data - Schedule Of Geographic Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 1,364,177 | $ 1,422,966 | $ 501,362 |
U.S. [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 1,352,081 | 1,409,742 | 488,137 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 12,096 | $ 13,224 | $ 13,225 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) - (Additional Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Change in accumulated other comprehensive income (loss) | $ (3,910) | $ 57 |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Change in accumulated other comprehensive income (loss) | (3,900) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Reclassifications out of other comprehensive income (loss) | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - Fair Value, Inputs, Level 2 [Member] $ in Millions | 3 Months Ended |
Dec. 31, 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 2025 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2,025 |
Carrying Value [Member] | Senior Notes Due in 2023 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 300 |
Carrying Value [Member] | Senior Notes Due in 2025 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 1,300 |
Fair Value [Member] | Senior Notes Due in 2023 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 299.3 |
Fair Value [Member] | Senior Notes Due in 2025 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,150 |
Supplemental Guarantor Inform_3
Supplemental Guarantor Information - Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Current assets: | ||||
Cash and cash equivalents | $ 18,423 | $ 129,927 | $ 63,827 | |
Restricted cash | 1,300,000 | |||
Accounts receivable, net | 881,749 | 1,090,533 | 552,703 | |
Inventories, net | 1,025,310 | 936,047 | 603,793 | |
Prepaid expenses and other current assets | 375,598 | 244,360 | 218,718 | |
Total current assets | 2,301,080 | 2,400,867 | 2,739,041 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 273,742 | 280,407 | 154,687 | |
Goodwill | 2,489,730 | 2,491,779 | 1,251,825 | $ 1,251,986 |
Intangibles, net | 1,282,242 | 1,334,366 | 410,857 | |
Other assets, net | 1,243 | 1,243 | 8,868 | |
Total assets | 6,348,037 | 6,508,662 | 4,565,278 | |
Current liabilities: | ||||
Accounts payable | 551,940 | 880,872 | 315,442 | |
Accrued expenses | 375,672 | 611,539 | 266,049 | |
Current portions of long-term debt/obligations | 20,315 | 19,661 | 14,239 | |
Total current liabilities | 947,927 | 1,512,072 | 595,730 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 503,216 | 92,442 | ||
Long-term debt, net | 2,497,123 | 2,494,725 | 2,000,059 | |
Deferred income taxes, net | 110,179 | 106,994 | 93,451 | |
Long-term obligations under equipment financing and other, net | 10,689 | 13,639 | 20,951 | |
Other long-term liabilities | 5,532 | 5,290 | 2,743 | |
Total liabilities | 4,074,666 | 4,225,162 | 2,712,934 | |
Convertible preferred stock | 399,195 | 399,195 | ||
Total stockholders' equity | 1,874,176 | 1,884,305 | 1,852,344 | $ 1,781,806 |
Total liabilities and stockholders' equity | 6,348,037 | 6,508,662 | 4,565,278 | |
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | |
Restricted cash | 0 | |||
Accounts receivable, net | 0 | 0 | 0 | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 6,065 | 23,711 | 17,713 | |
Total current assets | 6,065 | 23,711 | 17,713 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 6,289,626 | 6,109,325 | 3,239,031 | |
Deferred income taxes, net | 20,767 | 22,475 | 18,286 | |
Property and equipment, net | 19,775 | 18,929 | 8,271 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 1,243 | 1,243 | 3,341 | |
Total assets | 6,337,476 | 6,175,683 | 3,286,642 | |
Current liabilities: | ||||
Accounts payable | 28,808 | 24,154 | 21,511 | |
Accrued expenses | 40,834 | 41,448 | 27,467 | |
Current portions of long-term debt/obligations | 9,700 | 9,700 | 4,500 | |
Total current liabilities | 79,342 | 75,302 | 53,478 | |
Intercompany payable, net | 1,487,640 | 1,322,156 | 680,761 | |
Borrowings under revolving lines of credit, net | 0 | 0 | ||
Long-term debt, net | 2,497,123 | 2,494,725 | 700,059 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Other long-term liabilities | 0 | 0 | 0 | |
Total liabilities | 4,064,105 | 3,892,183 | 1,434,298 | |
Convertible preferred stock | 399,195 | 399,195 | ||
Total stockholders' equity | 1,874,176 | 1,884,305 | 1,852,344 | |
Total liabilities and stockholders' equity | 6,337,476 | 6,175,683 | 3,286,642 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 30,877 | 136,499 | 70,698 | |
Restricted cash | 0 | |||
Accounts receivable, net | 856,373 | 1,051,410 | 526,068 | |
Inventories, net | 998,450 | 907,605 | 581,288 | |
Prepaid expenses and other current assets | 361,431 | 214,011 | 194,007 | |
Total current assets | 2,247,131 | 2,309,525 | 1,372,061 | |
Intercompany receivable, net | 1,526,435 | 1,361,615 | 730,364 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 243,911 | 250,517 | 135,925 | |
Goodwill | 2,461,212 | 2,461,725 | 1,220,813 | |
Intangibles, net | 1,280,202 | 1,332,104 | 408,123 | |
Other assets, net | 0 | 0 | 5,527 | |
Total assets | 7,758,891 | 7,715,486 | 3,872,813 | |
Current liabilities: | ||||
Accounts payable | 532,526 | 843,907 | 296,547 | |
Accrued expenses | 327,027 | 564,331 | 232,131 | |
Current portions of long-term debt/obligations | 10,615 | 9,961 | 9,739 | |
Total current liabilities | 870,168 | 1,418,199 | 538,417 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 496,619 | 89,352 | ||
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | 130,847 | 128,846 | 111,066 | |
Long-term obligations under equipment financing and other, net | 10,689 | 13,639 | 20,881 | |
Other long-term liabilities | 5,453 | 5,207 | 2,743 | |
Total liabilities | 1,513,776 | 1,655,243 | 673,107 | |
Convertible preferred stock | 0 | 0 | ||
Total stockholders' equity | 6,245,115 | 6,060,243 | 3,199,706 | |
Total liabilities and stockholders' equity | 7,758,891 | 7,715,486 | 3,872,813 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2,775 | 1,959 | 2,122 | |
Restricted cash | 1,300,000 | |||
Accounts receivable, net | 26,516 | 40,262 | 27,775 | |
Inventories, net | 26,860 | 28,442 | 22,505 | |
Prepaid expenses and other current assets | 8,102 | 6,638 | 6,998 | |
Total current assets | 64,253 | 77,301 | 1,359,400 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 10,056 | 10,961 | 10,491 | |
Goodwill | 28,518 | 30,054 | 31,012 | |
Intangibles, net | 2,040 | 2,262 | 2,734 | |
Other assets, net | 0 | 0 | 0 | |
Total assets | 104,867 | 120,578 | 1,403,637 | |
Current liabilities: | ||||
Accounts payable | 6,975 | 22,482 | 7,517 | |
Accrued expenses | 7,811 | 5,760 | 6,451 | |
Current portions of long-term debt/obligations | 0 | 0 | 0 | |
Total current liabilities | 14,786 | 28,242 | 13,968 | |
Intercompany payable, net | 38,795 | 39,459 | 49,603 | |
Borrowings under revolving lines of credit, net | 6,597 | 3,090 | ||
Long-term debt, net | 0 | 0 | 1,300,000 | |
Deferred income taxes, net | 99 | 622 | 671 | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 70 | |
Other long-term liabilities | 79 | 83 | 0 | |
Total liabilities | 60,356 | 71,496 | 1,364,312 | |
Convertible preferred stock | 0 | 0 | ||
Total stockholders' equity | 44,511 | 49,082 | 39,325 | |
Total liabilities and stockholders' equity | 104,867 | 120,578 | 1,403,637 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (15,229) | (8,531) | (8,993) | |
Restricted cash | 0 | |||
Accounts receivable, net | (1,140) | (1,139) | (1,140) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | 0 | |
Total current assets | (16,369) | (9,670) | (10,133) | |
Intercompany receivable, net | (1,526,435) | (1,361,615) | (730,364) | |
Investments in consolidated subsidiaries | (6,289,626) | (6,109,325) | (3,239,031) | |
Deferred income taxes, net | (20,767) | (22,475) | (18,286) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total assets | (7,853,197) | (7,503,085) | (3,997,814) | |
Current liabilities: | ||||
Accounts payable | (16,369) | (9,671) | (10,133) | |
Accrued expenses | 0 | 0 | 0 | |
Current portions of long-term debt/obligations | 0 | 0 | 0 | |
Total current liabilities | (16,369) | (9,671) | (10,133) | |
Intercompany payable, net | (1,526,435) | (1,361,615) | (730,364) | |
Borrowings under revolving lines of credit, net | 0 | 0 | ||
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | (20,767) | (22,474) | (18,286) | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Other long-term liabilities | 0 | 0 | 0 | |
Total liabilities | (1,563,571) | (1,393,760) | (758,783) | |
Convertible preferred stock | 0 | 0 | ||
Total stockholders' equity | (6,289,626) | (6,109,325) | (3,239,031) | |
Total liabilities and stockholders' equity | $ (7,853,197) | $ (7,503,085) | $ (3,997,814) |
Supplemental Guarantor Inform_4
Supplemental Guarantor Information - Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Net sales | $ 1,721,676 | $ 1,121,979 | |
Cost of products sold | 1,286,107 | 852,226 | |
Gross profit | 435,569 | 269,753 | |
Operating expense: | |||
Selling, general and administrative | 327,693 | 193,753 | |
Depreciation | 17,601 | 8,709 | |
Amortization | 52,021 | 18,195 | |
Total operating expense | 397,315 | 220,657 | |
Intercompany charges (income) | 0 | 0 | |
Income (loss) from operations | 38,254 | 49,096 | |
Interest expense, financing costs, and other | 38,361 | 22,568 | |
Intercompany interest expense (income) | 0 | 0 | |
Income (loss) before provision for income taxes | (107) | 26,528 | |
Provision for (benefit from) income taxes | [1] | 786 | (41,068) |
Income (loss) before equity in net income of subsidiaries | (893) | 67,596 | |
Equity in net income of subsidiaries | 0 | 0 | |
Net income (loss) | (893) | 67,596 | |
Reportable Legal Entities [Member] | Parent Company [Member] | |||
Net sales | 0 | 0 | |
Cost of products sold | 0 | 0 | |
Gross profit | 0 | 0 | |
Operating expense: | |||
Selling, general and administrative | 9,775 | (133) | |
Depreciation | 764 | 456 | |
Amortization | 0 | 0 | |
Total operating expense | 10,539 | 323 | |
Intercompany charges (income) | (6,687) | 893 | |
Income (loss) from operations | (3,852) | (1,216) | |
Interest expense, financing costs, and other | 34,313 | 10,076 | |
Intercompany interest expense (income) | (9,680) | (5,708) | |
Income (loss) before provision for income taxes | (28,485) | (5,584) | |
Provision for (benefit from) income taxes | (7,354) | 5,521 | |
Income (loss) before equity in net income of subsidiaries | (21,131) | (11,105) | |
Equity in net income of subsidiaries | 20,238 | 78,701 | |
Net income (loss) | (893) | 67,596 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||
Net sales | 1,678,895 | 1,076,262 | |
Cost of products sold | 1,252,295 | 816,436 | |
Gross profit | 426,600 | 259,826 | |
Operating expense: | |||
Selling, general and administrative | 309,548 | 184,881 | |
Depreciation | 16,372 | 7,810 | |
Amortization | 51,911 | 18,064 | |
Total operating expense | 377,831 | 210,755 | |
Intercompany charges (income) | 6,687 | (893) | |
Income (loss) from operations | 42,082 | 49,964 | |
Interest expense, financing costs, and other | 3,485 | 825 | |
Intercompany interest expense (income) | 9,298 | 5,321 | |
Income (loss) before provision for income taxes | 29,299 | 43,818 | |
Provision for (benefit from) income taxes | 8,400 | (46,672) | |
Income (loss) before equity in net income of subsidiaries | 20,899 | 90,490 | |
Equity in net income of subsidiaries | 0 | 0 | |
Net income (loss) | 20,899 | 90,490 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||
Net sales | 42,781 | 45,717 | |
Cost of products sold | 33,812 | 35,790 | |
Gross profit | 8,969 | 9,927 | |
Operating expense: | |||
Selling, general and administrative | 8,370 | 9,005 | |
Depreciation | 465 | 443 | |
Amortization | 110 | 131 | |
Total operating expense | 8,945 | 9,579 | |
Intercompany charges (income) | 0 | 0 | |
Income (loss) from operations | 24 | 348 | |
Interest expense, financing costs, and other | 563 | 11,667 | |
Intercompany interest expense (income) | 382 | 387 | |
Income (loss) before provision for income taxes | (921) | (11,706) | |
Provision for (benefit from) income taxes | (260) | 83 | |
Income (loss) before equity in net income of subsidiaries | (661) | (11,789) | |
Equity in net income of subsidiaries | 0 | 0 | |
Net income (loss) | (661) | (11,789) | |
Eliminations and Other [Member] | |||
Net sales | 0 | 0 | |
Cost of products sold | 0 | 0 | |
Gross profit | 0 | 0 | |
Operating expense: | |||
Selling, general and administrative | 0 | 0 | |
Depreciation | 0 | 0 | |
Amortization | 0 | 0 | |
Total operating expense | 0 | 0 | |
Intercompany charges (income) | 0 | 0 | |
Income (loss) from operations | 0 | 0 | |
Interest expense, financing costs, and other | 0 | 0 | |
Intercompany interest expense (income) | 0 | 0 | |
Income (loss) before provision for income taxes | 0 | 0 | |
Provision for (benefit from) income taxes | 0 | 0 | |
Income (loss) before equity in net income of subsidiaries | 0 | 0 | |
Equity in net income of subsidiaries | (20,238) | (78,701) | |
Net income (loss) | $ (20,238) | $ (78,701) | |
[1] | Three months ended December 31, 2017 amount includes a $46.5 million non-recurring net tax benefit resulting from the enactment of the 2017 Tax Cuts and Jobs Act (“TCJA”). As of December 31, 2018, the Company had completed its analysis of the impact of the TCJA in accordance with SEC Staff Accounting Bulletin No. 118. There were no adjustments to the provisional amounts during the three months ended December 31, 2018. |
Supplemental Guarantor Inform_5
Supplemental Guarantor Information - Condensed Consolidating Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ (893) | $ 67,596 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (3,910) | 57 |
Total other comprehensive income (loss) | (3,910) | 57 |
Comprehensive income (loss) | (4,803) | 67,653 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Net income (loss) | (893) | 67,596 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (3,910) | 57 |
Total other comprehensive income (loss) | (3,910) | 57 |
Comprehensive income (loss) | (4,803) | 67,653 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||
Net income (loss) | 20,899 | 90,490 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | 20,899 | 90,490 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Net income (loss) | (661) | (11,789) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (3,910) | 57 |
Total other comprehensive income (loss) | (3,910) | 57 |
Comprehensive income (loss) | (4,571) | (11,732) |
Eliminations and Other [Member] | ||
Net income (loss) | (20,238) | (78,701) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 3,910 | (57) |
Total other comprehensive income (loss) | 3,910 | (57) |
Comprehensive income (loss) | $ (16,328) | $ (78,758) |
Supplemental Guarantor Inform_6
Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Net cash provided by (used in) operating activities | $ (336,883) | $ (40,456) | |
Investing Activities | |||
Purchases of property and equipment | (11,688) | (7,416) | |
Acquisition of businesses, net | (163,973) | 0 | |
Proceeds from the sale of assets | 401 | 413 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (175,260) | (7,003) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 1,298,654 | 17,402 | |
Repayments under revolving lines of credit | (888,225) | (20,548) | |
Repayments under term loan | 0 | ||
Borrowings under senior notes | 0 | 1,300,000 | |
Payment of debt issuance costs | $ (65,300) | 0 | (21,917) |
Repayments under equipment financing facilities and other | (1,465) | (1,968) | |
Payment of dividends on preferred stock | (6,000) | 0 | |
Payment of issuance costs from secondary offering of common stock | (429) | ||
Proceeds from issuance of common stock related to equity awards | 834 | 3,781 | |
Taxes paid related to net share settlement of equity awards | (3,617) | (3,925) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | 400,181 | 1,272,396 | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 458 | 640 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (111,504) | 1,225,577 | |
Cash, cash equivalents, and restricted cash, beginning of period | 129,927 | 138,250 | |
Cash, cash equivalents, and restricted cash, end of period | 18,423 | 1,363,827 | |
Reportable Legal Entities [Member] | Parent Company [Member] | |||
Net cash provided by (used in) operating activities | 12,792 | (37,331) | |
Investing Activities | |||
Purchases of property and equipment | (1,610) | (2,117) | |
Acquisition of businesses, net | 0 | 0 | |
Proceeds from the sale of assets | 0 | 0 | |
Intercompany activity | (2,399) | 61,938 | |
Net cash provided by (used in) investing activities | (4,009) | 59,821 | |
Financing Activities | |||
Repayments under term loan | 0 | ||
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | 0 | (21,917) | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Payment of dividends on preferred stock | (6,000) | ||
Payment of issuance costs from secondary offering of common stock | (429) | ||
Proceeds from issuance of common stock related to equity awards | 834 | 3,781 | |
Taxes paid related to net share settlement of equity awards | (3,617) | (3,925) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | (8,783) | (22,490) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 0 | 0 | |
Cash, cash equivalents, and restricted cash, beginning of period | 0 | 0 | |
Cash, cash equivalents, and restricted cash, end of period | 0 | 0 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | (336,407) | 2,338 | |
Investing Activities | |||
Purchases of property and equipment | (9,971) | (4,874) | |
Acquisition of businesses, net | (163,973) | 0 | |
Proceeds from the sale of assets | 400 | 398 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (173,544) | (4,476) | |
Financing Activities | |||
Repayments under term loan | 0 | ||
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | 0 | 0 | |
Repayments under equipment financing facilities and other | (1,465) | (1,973) | |
Payment of dividends on preferred stock | 0 | ||
Payment of issuance costs from secondary offering of common 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 | (847) | (74,991) | |
Net cash provided by (used in) financing activities | 404,329 | (76,963) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (105,622) | (79,101) | |
Cash, cash equivalents, and restricted cash, beginning of period | 136,499 | 149,799 | |
Cash, cash equivalents, and restricted cash, end of period | 30,877 | 70,698 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | (2,659) | (9,658) | |
Investing Activities | |||
Purchases of property and equipment | (107) | (425) | |
Acquisition of businesses, net | 0 | 0 | |
Proceeds from the sale of assets | 1 | 15 | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) investing activities | (106) | (410) | |
Financing Activities | |||
Repayments under term loan | 0 | ||
Borrowings under senior notes | 1,300,000 | ||
Payment of debt issuance costs | 0 | 0 | |
Repayments under equipment financing facilities and other | 0 | 5 | |
Payment of dividends on preferred stock | 0 | ||
Payment of issuance costs from secondary offering of common 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 | (561) | 13,110 | |
Net cash provided by (used in) financing activities | 3,227 | 1,309,968 | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 354 | 640 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 816 | 1,300,540 | |
Cash, cash equivalents, and restricted cash, beginning of period | 1,959 | 1,582 | |
Cash, cash equivalents, and restricted cash, end of period | 2,775 | 1,302,122 | |
Eliminations and Other [Member] | |||
Net cash provided by (used in) operating activities | (10,609) | 4,195 | |
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 | 2,399 | (61,938) | |
Net cash provided by (used in) investing activities | 2,399 | (61,938) | |
Financing Activities | |||
Repayments under term loan | 0 | ||
Borrowings under senior notes | 0 | ||
Payment of debt issuance costs | 0 | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Payment of dividends on preferred stock | 0 | ||
Payment of issuance costs from secondary offering of common 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 | 1,408 | 61,881 | |
Net cash provided by (used in) financing activities | 1,408 | 61,881 | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 104 | 0 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (6,698) | 4,138 | |
Cash, cash equivalents, and restricted cash, beginning of period | (8,531) | (13,131) | |
Cash, cash equivalents, and restricted cash, end of period | (15,229) | (8,993) | |
Revolving Lines of Credit [Member] | |||
Financing Activities | |||
Borrowings under revolving lines of credit | 1,298,654 | 17,402 | |
Repayments under revolving lines of credit | (888,225) | (20,548) | |
Revolving Lines of Credit [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | |||
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | 0 | 0 | |
Revolving Lines of Credit [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||
Financing Activities | |||
Borrowings under revolving lines of credit | 1,285,017 | 878 | |
Repayments under revolving lines of credit | (878,376) | (877) | |
Revolving Lines of Credit [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||
Financing Activities | |||
Borrowings under revolving lines of credit | 13,637 | 16,524 | |
Repayments under revolving lines of credit | (9,849) | (19,671) | |
Revolving Lines of Credit [Member] | Eliminations and Other [Member] | |||
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | $ 0 | $ 0 |