Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BECN | |
Entity Registrant Name | BEACON ROOFING SUPPLY, INC. | |
Entity Central Index Key | 0001124941 | |
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 | 68,805,794 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 000-50924 | |
Entity Tax Identification Number | 36-4173371 | |
Entity Address, Address Line One | 505 Huntmar Park Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Herndon | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20170 | |
City Area Code | 571 | |
Local Phone Number | 323-3939 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets: | ||||
Cash and cash equivalents | $ 43,749 | $ 72,287 | $ 18,423 | |
Accounts receivable, less allowance of $15,200, $13,095 and $21,353 as of December 31, 2019, September 30, 2019 and December 31, 2018, respectively | 861,087 | 1,108,134 | 881,749 | |
Inventories, net | 1,037,827 | 1,018,183 | 1,025,310 | |
Prepaid expenses and other current assets | 311,112 | 315,643 | 375,598 | |
Total current assets | 2,253,775 | 2,514,247 | 2,301,080 | |
Property and equipment, net | 253,019 | 260,376 | 273,742 | |
Goodwill | 2,491,166 | 2,490,590 | 2,489,730 | |
Intangibles, net | 1,077,478 | 1,125,540 | 1,282,242 | |
Operating lease assets | 463,081 | |||
Other assets, net | 10 | 2,059 | 1,243 | |
Total assets | 6,538,529 | 6,392,812 | 6,348,037 | |
Current liabilities: | ||||
Accounts payable | 594,613 | 822,931 | 551,940 | |
Accrued expenses | 411,169 | 599,155 | 375,672 | |
Current operating lease liabilities | 98,994 | |||
Current portions of long-term debt/obligations | 13,877 | 18,689 | 20,315 | |
Total current liabilities | 1,118,653 | 1,440,775 | 947,927 | |
Borrowings under revolving lines of credit, net | 215,642 | 80,961 | 503,216 | |
Long-term debt, net | 2,495,135 | 2,494,623 | 2,497,123 | |
Deferred income taxes, net | 107,085 | 103,913 | 110,179 | |
Non-current operating lease liabilities | 358,504 | |||
Long-term obligations under equipment financing, net | 1,607 | 4,609 | 10,689 | |
Other long-term liabilities | 2,018 | 6,383 | 5,532 | |
Total liabilities | 4,298,644 | 4,131,264 | 4,074,666 | |
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, 2019, September 30, 2019 and December 31, 2018 | [1] | 399,195 | 399,195 | 399,195 |
Stockholders' equity: | ||||
Common stock (voting); $0.01 par value; 100,000,000 shares authorized; 68,760,731, 68,574,176 and 68,432,707 shares issued and outstanding as of December 31, 2019, September 30, 2019 and December 31, 2018, respectively | 687 | 685 | 684 | |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 | |
Additional paid-in capital | 1,086,970 | 1,083,042 | 1,067,711 | |
Retained earnings | 769,812 | 799,222 | 826,941 | |
Accumulated other comprehensive income (loss) | (16,779) | (20,596) | (21,160) | |
Total stockholders' equity | 1,840,690 | 1,862,353 | 1,874,176 | |
Total liabilities and stockholders' equity | $ 6,538,529 | $ 6,392,812 | $ 6,348,037 | |
[1] | In connection with the acquisition of Allied Building Products Corp. (“Allied”) on January 2, 2018 (the “Allied Acquisition”), 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. 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 $41.26 per share (or 9,694,619 shares of common stock). The Preferred Stock accumulates dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore, it is classified as mezzanine equity on the Company’s consolidated balance sheets. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 02, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, allowances | $ 15,200,000 | $ 13,095,000 | $ 21,353,000 | |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Convertible preferred stock. aggregate liquidation preference | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |
Convertible preferred stock, shares authorized | 400,000 | 400,000 | 400,000 | |
Convertible preferred stock, shares issued | 400,000 | 400,000 | 400,000 | |
Convertible preferred stock, shares outstanding | 400,000 | 400,000 | 400,000 | |
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 | 68,760,731 | 68,574,176 | 68,432,707 | |
Common Stock (voting), outstanding | 68,760,731 | 68,574,176 | 68,432,707 | |
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 | |
Allied Acquisition [Member] | Investment Agreement [Member] | Series A Cumulative Convertible Participating Preferred Stock [Member] | ||||
Convertible preferred stock, par value | $ 0.01 | |||
Convertible preferred stock. aggregate liquidation preference | $ 400,000,000 | |||
Convertible preferred stock, shares issued | 400,000 | |||
Convertible preferred stock. liquidation preference per share | $ 1,000 | |||
Preferred stock conversion price per share | $ 41.26 | |||
Preferred stock dividend rate | 6.00% | |||
Common stock to be issued upon conversion of convertible preferred stock | 9,694,619 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Net sales | $ 1,675,112 | $ 1,721,676 | |
Cost of products sold | 1,264,414 | 1,286,107 | |
Gross profit | 410,698 | 435,569 | |
Operating expense: | |||
Selling, general and administrative | 326,919 | 327,693 | |
Depreciation | 19,072 | 17,601 | |
Amortization | 44,778 | 52,021 | |
Total operating expense | 390,769 | 397,315 | |
Income (loss) from operations | 19,929 | 38,254 | |
Interest expense, financing costs, and other | 38,293 | 38,361 | |
Loss on debt extinguishment | 14,678 | 0 | |
Income (loss) before provision for income taxes | (33,042) | (107) | |
Provision for (benefit from) income taxes | (9,632) | 786 | |
Net income (loss) | (23,410) | (893) | |
Dividends on Preferred Stock | [1] | 6,000 | 6,000 |
Net income (loss) attributable to common shareholders | $ (29,410) | $ (6,893) | |
Weighted-average common stock outstanding: | |||
Basic | 68,667,943 | 68,248,020 | |
Diluted | [2] | 68,667,943 | 68,248,020 |
Net income (loss) per share: | |||
Basic | [3] | $ (0.43) | $ (0.10) |
Diluted | [3] | $ (0.43) | $ (0.10) |
[1] | Three months ended December 31, 2019 and 2018 amounts are composed of $5.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end | ||
[2] | Amounts do not include 9,694,619 shares issuable upon conversion of the Company’s participating Preferred Stock because such conversion would be anti-dilutive (see Note 4 for further discussion). | ||
[3] | See Note 4 for detailed calculations and further discussion. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Cumulative preferred stock dividends undeclared | $ 5 | $ 5 |
Preferred stock dividends declared and paid | $ 1 | $ 1 |
Shares issued upon conversion of preferred stock | 9,694,619 | 9,694,619 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ (23,410) | $ (893) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 1,288 | (3,910) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 2,529 | |
Total other comprehensive income (loss) | 3,817 | (3,910) |
Comprehensive income (loss) | $ (19,593) | $ (4,803) |
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, 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) | 0 | 0 | |
Issuance of common stock, net of shares withheld for taxes (Shares) | 296,917 | |||||
Stock-based compensation | 3,457 | $ 0 | 3,457 | 0 | 0 | |
Other comprehensive income (loss) | (3,910) | 0 | 0 | 0 | (3,910) | |
Net income (loss) | (893) | 0 | 0 | (893) | 0 | |
Dividends on Preferred Stock | [1] | (6,000) | 0 | 0 | (6,000) | 0 |
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 | |||||
Balance at Sep. 30, 2019 | 1,862,353 | $ 685 | 1,083,042 | 799,222 | (20,596) | |
Balance (in shares) at Sep. 30, 2019 | 68,574,176 | |||||
Issuance of common stock, net of shares withheld for taxes | (1,226) | $ 2 | (1,228) | 0 | 0 | |
Issuance of common stock, net of shares withheld for taxes (Shares) | 186,555 | |||||
Stock-based compensation | 5,156 | $ 0 | 5,156 | 0 | 0 | |
Other comprehensive income (loss) | 3,817 | 0 | 0 | 0 | 3,817 | |
Net income (loss) | (23,410) | 0 | 0 | (23,410) | 0 | |
Dividends on Preferred Stock | [1] | (6,000) | 0 | 0 | (6,000) | 0 |
Balance at Dec. 31, 2019 | $ 1,840,690 | $ 687 | $ 1,086,970 | $ 769,812 | $ (16,779) | |
Balance (in shares) at Dec. 31, 2019 | 68,760,731 | |||||
[1] | Amount represents dividends that have been declared and paid during the respective periods presented. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities | ||
Net income (loss) | $ (23,410) | $ (893) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 63,850 | 69,622 |
Stock-based compensation | 5,156 | 3,457 |
Certain interest expense and other financing costs | 2,849 | 3,024 |
Beneficial lease amortization | 0 | 572 |
Loss on debt extinguishment | 14,678 | 0 |
Gain on sale of fixed assets | (330) | (265) |
Deferred income taxes | 2,357 | 3,201 |
Changes in operating assets and liabilities, net of the effects of businesses acquired in the period: | ||
Accounts receivable | 247,685 | 207,119 |
Inventories | (19,147) | (90,712) |
Prepaid expenses and other current assets | (3,362) | (131,638) |
Accounts payable and accrued expenses | (417,507) | (400,616) |
Other assets and liabilities | 1,874 | 246 |
Net cash provided by (used in) operating activities | (125,307) | (336,883) |
Investing Activities | ||
Purchases of property and equipment | (12,194) | (11,688) |
Acquisition of businesses, net | 0 | (163,973) |
Proceeds from the sale of assets | 396 | 401 |
Net cash provided by (used in) investing activities | (11,798) | (175,260) |
Financing Activities | ||
Borrowings under revolving lines of credit | 750,711 | 1,298,654 |
Payments under revolving lines of credit | (616,767) | (888,225) |
Payments under term loan | (2,425) | 0 |
Borrowings under senior notes | 300,000 | 0 |
Payment under senior notes | (309,564) | 0 |
Payment of debt issuance costs | (3,582) | 0 |
Payments under equipment financing facilities and finance leases | (2,282) | (1,465) |
Payment of dividends on Preferred Stock | (6,000) | (6,000) |
Proceeds from issuance of common stock related to equity awards | 875 | 834 |
Payment of taxes related to net share settlement of equity awards | (2,101) | (3,617) |
Net cash provided by (used in) financing activities | 108,865 | 400,181 |
Effect of exchange rate changes on cash and cash equivalents | (298) | 458 |
Net increase (decrease) in cash and cash equivalents | (28,538) | (111,504) |
Cash and cash equivalents, beginning of period | 72,287 | 129,927 |
Cash and cash equivalents, end of period | 43,749 | 18,423 |
Cash paid during the period for: | ||
Interest | 57,420 | 57,732 |
Income taxes paid (received), net of refunds | $ 125 | $ 1,239 |
Company Overview
Company Overview | 3 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Beacon Roofing Supply, Inc. (“Beacon” or the “Company”) was incorporated in the state of Delaware on August 22, 1997 and is the largest publicly traded distributor of roofing materials and complementary building products in the United States and Canada. As of December 31, 2019, the Company operated 530 branches throughout all 50 states throughout the U.S. 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, 2019 | |
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, 2018 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, 2019 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2020 (“fiscal year 2020” or “2020”). The three-month periods ended each had 62 business days 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 2019 (“2019”) Annual Report on Form 10-K for the year ended September 30, 2019. 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 accounts receivable, inventories, purchase price allocations, goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates. Recent Accounting Pronouncements—Adopted In February 2016, the FASB issued ASU 2016-02, “ Leases In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” Recent Accounting Pronouncements—Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments emphasizing an updated model based on expected losses rather than incurred losses. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In December 2019, the FASB issued ASU 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” |
Net Sales
Net Sales | 3 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Net Sales | 3. Net Sales The following table presents the Company’s net sales by product line and geography for each period presented (in thousands): U.S. Canada Total Three Months Ended December 31, 2018 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 Three Months Ended December 31, 2019 Residential roofing products $ 691,307 $ 10,929 $ 702,236 Non-residential roofing products 388,482 32,371 420,853 Complementary building products 549,779 2,244 552,023 Total net sales $ 1,629,568 $ 45,544 $ 1,675,112 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 4. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period. Holders of Preferred Stock participate in dividends on an as-converted basis when declared on common shares. As a result, Preferred Stock is classified as a participating security and thereby requires the allocation 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, 2019 2018 Net income (loss) $ (23,410 ) $ (893 ) Dividends on Preferred Stock 6,000 6,000 Net income (loss) attributable to common shareholders $ (29,410 ) $ (6,893 ) Undistributed income allocated to participating securities - - Net income (loss) attributable to common shareholders - basic and diluted $ (29,410 ) $ (6,893 ) Weighted-average common shares outstanding - basic 68,667,943 68,248,020 Effect of common share equivalents - - Weighted-average common shares outstanding - diluted 68,667,943 68,248,020 Net income (loss) per share - basic $ (0.43 ) $ (0.10 ) Net income (loss) per share - diluted $ (0.43 ) $ (0.10 ) 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, 2019 2018 Stock options 1,911,501 1,554,518 Restricted stock units 400,914 318,229 Preferred Stock 9,694,619 9,694,619 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 5. 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. In December 2019, the Company’s Board of Directors adopted the Company’s Second Amended and Restated 2014 Plan, with a share increase of an additional 4,850,000 shares to be effective upon its approval by the shareholders at the Company’s Annual Meeting of Shareholders scheduled to be held on February 11, 2020. As of December 31, 2019, there were 680,568 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 The fair value of the stock options granted during the three months ended December 31, 2019 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 1.74 % Expected volatility 33.18 % Expected life (in years) 5.25 Dividend yield - The following table summarizes all stock option activity for the three months ended December 31, 2019 (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, 2019 2,339,489 $ 32.61 6.1 $ 12,034 Granted 407,736 33.47 Exercised (48,122 ) 18.18 Canceled/Forfeited (10,906 ) 37.79 Expired (2,534 ) 14.45 Balance as of December 31, 2019 2,685,663 $ 32.99 6.5 $ 9,099 Vested and expected to vest after December 31, 2019 2,616,347 $ 33.01 6.5 $ 8,979 Exercisable as of December 31, 2019 1,759,950 $ 33.14 5.1 $ 7,278 ________________________________________________________________ 1 During the three months ended December 31, 2019 and 2018, the Company recorded stock-based compensation expense related to stock options of $1.1 million and $1.0 million, respectively. As of December 31, 2019, 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 2.2 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, 2019 2018 Weighted-average fair value of stock options granted $ 10.70 $ 8.75 Total grant date fair value of stock options vested 3,902 3,680 Total intrinsic value of stock options exercised 665 712 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 their RSU grant settle simultaneously with vesting. Eligibility is determined annually based on the value of the non‑employee directors’ Beacon equity holdings as of December 1. Elections must be made by December 31 and apply only to the succeeding RSU grant following the election. The following table summarizes all restricted stock unit activity for the three months ended December 31, 2019: RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of September 30, 2019 1,123,358 $ 37.48 Granted 378,320 33.47 Released (199,960 ) 40.24 Canceled/Forfeited (2,906 ) 29.15 Balance as of December 31, 2019 1,298,812 $ 35.75 Vested and expected to vest after December 31, 2019 1,077,493 $ 36.98 During the three months ended December 31, 2019 and 2018, the Company recorded stock-based compensation expense related to restricted stock units of $4.1 million and $2.4 million, respectively. As of December 31, 2019, there was $22.3 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.2 years. The following table summarizes additional information on RSUs for the periods presented (in thousands, except per share amounts): Three Months Ended December 31, 2019 2018 Weighted-average fair value of RSUs granted $ 33.47 $ 27.28 Total grant date fair value of RSUs vested 8,082 14,840 Total intrinsic value of RSUs released 6,826 11,160 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. 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, 2019 and 2018, respectively (in thousands): 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 Balance as of September 30, 2019 $ 2,490,590 Translation and other adjustments 576 Balance as of December 31, 2019 $ 2,491,166 _____________________________ 1 Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. The changes in the carrying amount of goodwill for the three months ended December 31, 2019 and 2018 were driven primarily by purchase accounting and foreign currency translation adjustments. Intangible Assets The following table summarizes intangible assets by category (in thousands, except time period amounts): December 31, 2019 September 30, 2019 December 31, 2018 Weighted-Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.4 Customer relationships 1,531,120 1,530,970 1,530,748 17.4 Trademarks 10,500 10,500 10,500 6.7 Beneficial lease arrangements - 8,060 8,060 - Total amortizable intangible assets 1,544,444 1,552,354 1,552,132 Accumulated amortization (660,016 ) (619,864 ) (462,940 ) Total amortizable intangible assets, net $ 884,428 $ 932,490 $ 1,089,192 Indefinite lived trademarks 193,050 193,050 193,050 Total intangibles, net $ 1,077,478 $ 1,125,540 $ 1,282,242 _________________________________________________________ 1 As of December 31, 2019. For the three months ended December 31, 2019 and 2018, the Company recorded $44.8 million and $52.0 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 17.3 years as of December 31, 2019. The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 1 2020 (Jan - Sept) $ 133,109 2021 148,318 2022 120,666 2023 97,522 2024 78,873 Thereafter 305,940 Total future amortization expense $ 884,428 ___________________________ 1 Amounts included in the table are as of December 31, 2019 and do not reflect the incremental amortization of indefinite-lived intangible assets that is expected to occur in connection with the rebranding efforts that were announced in January 2020 (see Note 14 for further discussion). |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 7. Financing Arrangements The following table summarizes all financing arrangements from the respective periods presented (in thousands): December 31, 2019 September 30, 2019 December 31, 2018 Revolving Lines of Credit 2023 ABL: U.S. Revolver 1 $ 209,482 $ 80,961 $ 496,619 Canada Revolver 2 6,160 - 6,597 Current portion - - - Borrowings under revolving lines of credit, net $ 215,642 $ 80,961 $ 503,216 Long-term Debt, net Term Loans: 2025 Term Loan 3 $ 925,486 $ 926,535 $ 932,102 Current portion (9,700 ) (9,700 ) (9,700 ) Long-term borrowings under term loan 915,786 916,835 922,402 Senior Notes: 2023 Senior Notes 4 - 294,886 293,926 2025 Senior Notes 5 1,283,605 1,282,902 1,280,795 2026 Senior Notes 6 295,744 - - Current portion - - - Long-term borrowings under senior notes 1,579,349 1,577,788 1,574,721 Long-term debt, net $ 2,495,135 $ 2,494,623 $ 2,497,123 Equipment Financing Facilities, net Equipment financing facilities 7 $ 5,784 $ 6,885 $ 10,148 Capital lease obligations 8 - 6,713 11,156 Current portion (4,177 ) (8,989 ) (10,615 ) Long-term obligations under equipment financing, net $ 1,607 $ 4,609 $ 10,689 ____________________________________________________________ 1 2 3 4 5 6 4.50% 7 2.33% 2.89% 8 Debt Refinancing 2026 Senior Notes On October 9, 2019, the Company, and certain subsidiaries of the Company as guarantors, executed a private offering of $300.0 million aggregate principal amount of 4.50% Senior Notes due 2026 (the “2026 Senior Notes”) at an issue price of 100%. The 2026 Senior Notes mature on November 15, 2026 and bear interest at a rate of 4.50% per annum, payable on May 15 and November 15 of each year, commencing on May 15, 2020. The 2026 Senior Notes and related subsidiary guarantees were offered and sold in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The 2026 Senior Notes and related subsidiary guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. On October 28, 2019, the Company used the net proceeds from the offering, together with cash on hand and available borrowings under the 2023 ABL (as defined below), to redeem all $300.0 million aggregate principal amount outstanding of the 2023 Senior Notes (as defined below) at a redemption price of 103.188% and to pay all related accrued interest, fees and expenses. The intent of the transaction was to take advantage of lower market interest rates by refinancing the existing 2023 Senior Notes with the 2026 Senior Notes. The Company has accounted for the refinance as a debt extinguishment of the 2023 Senior Notes and an issuance of the 2026 Senior Notes. As a result, the Company recorded a loss on debt extinguishment of $14.7 million in the three months ended December 31, 2019. The Company capitalized new debt issuance costs of $4.4 million related to the 2026 Senior Notes, which are being amortized over the term of the financing arrangements. As of December 31, 2019, the outstanding balance on the 2026 Senior Notes, net of $4.3 million of unamortized debt issuance costs, was $295.7 million. 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, which are being amortized over the term of the 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 the Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio is calculated by dividing Consolidated EBITDA, less Capital Expenditures, by Consolidated Fixed Charges (all terms as defined in the agreement). Per the covenant, the Company’s Fixed Charge Coverage Ratio must be a minimum of 1.00 at the end of each fiscal quarter, calculated on a trailing four quarter basis. The Company was in compliance with this covenant as of December 31, 2019. 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, 2019, the total balance outstanding on the 2023 ABL, net of $7.5 million of unamortized debt issuance costs, was $215.6 million. The Company also has outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $13.0 million as of December 31, 2019. 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, 2019 , the outstanding balance on the 2025 Term Loan, net of $27.5 million of unamortized debt issuance costs, was $925.5 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 4.875 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, 2019, the outstanding balance on the 2025 Senior Notes, net of $16.4 million of unamortized debt issuance costs, was $1.28 billion. Financing - RSG Acquisition 2023 Senior Notes On October 1, 2015, in connection with the acquisition of Roofing Supply Group, the Company raised $300.0 million by issuing 6.38% Senior Notes due 2023 (the “2023 Senior Notes”). The 2023 Senior Notes had a coupon rate of 6.38% per annum and were payable semi-annually in arrears, beginning April 1, 2016. There were early payment provisions in the indenture in which the Company would be subject to redemption premiums. On October 28, 2019, the Company redeemed all $300.0 million aggregate principal amount outstanding of the 2023 Senior Notes at a redemption price of 103.188% plus accrued interest and, as a result, wrote off $5.1 million of unamortized debt issuance costs. Equipment Financing Facilities As of December 31, 2019, the Company had $5.8 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 2.89% and payments due through September 2021 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 8. 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 and insurance. 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. The real estate leases expire between 2020 and 2038. In addition, the Company leases equipment such as trucks and forklifts. Equipment leases are primarily accounted for as operating leases; however, the Company also accounts for some equipment leases as finance leases. The equipment leases expire between 2020 and 2026. The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included on the consolidated balance sheet as of December 31, 2019. Finance lease assets are included in property and equipment, net. The current portion of the finance lease liabilities is included in accrued expenses, and the noncurrent portion is included in other long-term liabilities. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rates implicit in most of the leases are not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. Operating lease assets include any prepaid lease payments and lease incentives. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that those options will be exercised. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company has elected to combine fixed payments for non-lease components with lease payments and account for them together as a single lease component, which increases the lease assets and liabilities. Payments under the Company’s lease agreements are primarily fixed. However, certain lease agreements contain variable payments, which are expensed as incurred and are not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index and payments for maintenance and utilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table summarizes components of operating lease costs recognized within selling, general and administrative expenses (in thousands): Three Months Ended December 31, 2019 Operating lease costs $ 31,461 Variable lease costs 2,657 Total operating lease costs $ 34,118 The following table presents supplemental cash flow information related to operating leases (in thousands): Three Months Ended December 31, 2019 Operating cash flows for operating lease liabilities $ 29,500 As of December 31, 2019, the Company’s operating leases had a weighted-average remaining lease term of 5.8 years and a weighted-average discount rate of 3.98%. Future lease payments under operating leases as of December 31, 2019 were as follows (in thousands): Year Ending September 30, 2020 (Jan - Sept) $ 85,742 2021 105,322 2022 89,230 2023 71,987 2024 54,834 Thereafter 95,205 Total future lease payments 502,320 Imputed interest (44,822 ) Total operating lease liabilities $ 457,498 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and 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. The Company participates in multi-employer defined benefit plans for which it is not the sponsor. As of December 31, 2019, some of the Company’s multi-employer defined benefit plans were reported to have underfunded liabilities. Withdrawal from participation in one of these plans requires the Company to make a lump-sum contribution to the plan. The Company’s withdrawal liability depends on the extent of the plan’s funding of vested benefits, among other factors. The Company has withdrawn from the Central States Pension Fund and Local 408 Pension fund. As a result, the Company has recorded contingent liabilities for the estimated pension plan exit costs. The Company does not believe that the finalized lump-sum contributions to exit these plans will have a material impact on its results of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 10. 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. The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Derivative Accumulated Other Currency Translation Financial Instruments Comprehensive Loss Balance as of September 30, 2019 $ (18,984 ) $ (1,612 ) $ (20,596 ) Other comprehensive income before reclassifications 1,288 2,529 3,817 Reclassifications out of other comprehensive loss - - - Balance as of December 31, 2019 $ (17,696 ) $ 917 $ (16,779 ) Gains (losses) on derivative i nstruments are recognized in the consolidated statements of operations in interest expense, financing costs, and other |
Geographic Data
Geographic Data | 3 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic Data | 11. Geographic Data The following table summarizes certain geographic information for the periods presented (in thousands): December 31, 2019 September 30, 2019 December 31, 2018 Long-lived assets: U.S. $ 1,125,415 $ 1,182,552 $ 1,352,081 Canada 12,042 12,373 12,096 Total long-lived assets $ 1,137,457 $ 1,194,925 $ 1,364,177 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 12. Fair Value Measurement As of December 31, 2019, 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, 2019, based upon recent trading prices (Level 2), the fair value of the Company’s $300.0 million Senior Notes due in 2026 was $309.8 million and the fair value of the $1.30 billion Senior Notes due 2025 was $1.31 billion. As of December 31, 2019, 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). |
Financial Derivatives
Financial Derivatives | 3 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Financial Derivatives | 13. Financial Derivatives The Company uses interest rate derivative instruments to manage the risk related to fluctuating cash flows from interest rate changes by converting a portion of its variable-rate borrowings into fixed-rate borrowings. On September 11, 2019, the Company entered into two interest rate swap agreements to manage the interest rate risk associated with the variable rate on the 2025 Term Loan (see Note 7 for more information). Each swap agreement has a notional amount of $250 million. One agreement (the “5-year swap”) will expire on August 30, 2024 and swaps the thirty-day LIBOR with a fixed-rate of 1.49%. The second agreement (the “3-year swap”) will expire on August 30, 2022 and swaps the thirty-day LIBOR with a fixed-rate of 1.50%. At the inception of the swap agreements, the Company determined that both swaps qualified for cash flow hedge accounting under ASC 815. Therefore, changes in the fair value of the effective portions of the swaps, net of taxes, will be recognized in other comprehensive income each period, then reclassified into the consolidated statements of operations as a component of interest expense, financing costs, and other in the period in which the hedged transaction affects earnings. Any ineffective portions of the hedges are immediately recognized in earnings as a component of interest expense, financing costs and other. The effectiveness of the swaps will be assessed qualitatively by the Company during the lives of the hedges by a) comparing the current terms of the hedges with the related hedged debt to assure they continue to coincide and b) through an evaluation of the ability of the counterparty to the hedges to honor their obligations under the hedges. The Company performed a qualitative analysis as of December 31, 2019 and concluded that the swap agreements continue to meet the requirements under ASC 815 to qualify for cash flow hedge accounting. As of December 31, 2019 , the fair value of the 3 ‑ year and 5 ‑ year swaps, net of tax, were $0.2 million and $0.8 million , respectively, both in favor of the Company . These amounts are included in accrued expenses in the accompanying consolidated balance sheets. The Company records any differences paid or received on its interest rate hedges to interest expense, financing costs and other. The following table summarizes the combined fair values, net of tax, of the interest rate derivative instruments (in thousands): Assets/(Liabilities) as of: Instrument Fair Value Hierarchy December 31, 2019 September 30, 2019 December 31, 2018 Designated interest rate swaps 1 Level 2 $ 917 $ (1,612 ) $ - _______________________ 1 Assets are included on the consolidated balance sheets in prepaid expenses and other current assets, while liabilities are included in accrued expenses. The fair value of the interest rate swaps is determined through the use of a pricing model, which utilizes verifiable inputs such as market interest rates that are observable at commonly quoted intervals (generally referred to as the “LIBOR Curve”) for the full terms of the hedge agreements. These values reflect a Level 2 measurement under the applicable fair value hierarchy. The following table summarizes the amounts of gain (loss) on the interest rate derivative instruments recognized in other comprehensive income (in thousands): Three Months Ended December 31, Instrument 2019 2018 Designated interest rate swaps $ 2,529 $ - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 14, 2020, the Company determined to rebrand its exterior product branches with the tradename “Beacon Building Products” (the “Rebranding”). The new name, and a related logo, will be adopted at over 450 Beacon one-step exterior products branches. The Company’s interior, insulation, weatherproofing and two-step branches will continue to operate under current brand names. In connection with the Rebranding, the Company has determined that it will incur non-cash accelerated intangible asset amortization of approximately $135.0 million to $140.0 million related to the write-off of certain tradenames, primarily Allied (exterior products only), Roofing Supply Group and JGA. The accelerated amortization will be recognized in the three months ending March 31, 2020. The physical rebranding of branch locations and equipment is expected to result in cash expenditures of approximately $5.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
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, 2018 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, 2019 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2020 (“fiscal year 2020” or “2020”). The three-month periods ended each had 62 business days 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 2019 (“2019”) Annual Report on Form 10-K for the year ended September 30, 2019. |
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 accounts receivable, inventories, purchase price allocations, 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 February 2016, the FASB issued ASU 2016-02, “ Leases In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” Recent Accounting Pronouncements—Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments emphasizing an updated model based on expected losses rather than incurred losses. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” In December 2019, the FASB issued ASU 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” |
Net Sales (Tables)
Net Sales (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
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 each period presented (in thousands): U.S. Canada Total Three Months Ended December 31, 2018 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 Three Months Ended December 31, 2019 Residential roofing products $ 691,307 $ 10,929 $ 702,236 Non-residential roofing products 388,482 32,371 420,853 Complementary building products 549,779 2,244 552,023 Total net sales $ 1,629,568 $ 45,544 $ 1,675,112 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Net income (loss) $ (23,410 ) $ (893 ) Dividends on Preferred Stock 6,000 6,000 Net income (loss) attributable to common shareholders $ (29,410 ) $ (6,893 ) Undistributed income allocated to participating securities - - Net income (loss) attributable to common shareholders - basic and diluted $ (29,410 ) $ (6,893 ) Weighted-average common shares outstanding - basic 68,667,943 68,248,020 Effect of common share equivalents - - Weighted-average common shares outstanding - diluted 68,667,943 68,248,020 Net income (loss) per share - basic $ (0.43 ) $ (0.10 ) Net income (loss) per share - diluted $ (0.43 ) $ (0.10 ) |
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, 2019 2018 Stock options 1,911,501 1,554,518 Restricted stock units 400,914 318,229 Preferred Stock 9,694,619 9,694,619 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value of Stock Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The fair value of the stock options granted during the three months ended December 31, 2019 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 1.74 % Expected volatility 33.18 % Expected life (in years) 5.25 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, 2019 (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, 2019 2,339,489 $ 32.61 6.1 $ 12,034 Granted 407,736 33.47 Exercised (48,122 ) 18.18 Canceled/Forfeited (10,906 ) 37.79 Expired (2,534 ) 14.45 Balance as of December 31, 2019 2,685,663 $ 32.99 6.5 $ 9,099 Vested and expected to vest after December 31, 2019 2,616,347 $ 33.01 6.5 $ 8,979 Exercisable as of December 31, 2019 1,759,950 $ 33.14 5.1 $ 7,278 ________________________________________________________________ 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, 2019 2018 Weighted-average fair value of stock options granted $ 10.70 $ 8.75 Total grant date fair value of stock options vested 3,902 3,680 Total intrinsic value of stock options exercised 665 712 |
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, 2019: RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of September 30, 2019 1,123,358 $ 37.48 Granted 378,320 33.47 Released (199,960 ) 40.24 Canceled/Forfeited (2,906 ) 29.15 Balance as of December 31, 2019 1,298,812 $ 35.75 Vested and expected to vest after December 31, 2019 1,077,493 $ 36.98 |
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, 2019 2018 Weighted-average fair value of RSUs granted $ 33.47 $ 27.28 Total grant date fair value of RSUs vested 8,082 14,840 Total intrinsic value of RSUs released 6,826 11,160 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, respectively (in thousands): 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 Balance as of September 30, 2019 $ 2,490,590 Translation and other adjustments 576 Balance as of December 31, 2019 $ 2,491,166 _____________________________ 1 Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. |
Summary of Intangible Assets | The following table summarizes intangible assets by category (in thousands, except time period amounts): December 31, 2019 September 30, 2019 December 31, 2018 Weighted-Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 2.4 Customer relationships 1,531,120 1,530,970 1,530,748 17.4 Trademarks 10,500 10,500 10,500 6.7 Beneficial lease arrangements - 8,060 8,060 - Total amortizable intangible assets 1,544,444 1,552,354 1,552,132 Accumulated amortization (660,016 ) (619,864 ) (462,940 ) Total amortizable intangible assets, net $ 884,428 $ 932,490 $ 1,089,192 Indefinite lived trademarks 193,050 193,050 193,050 Total intangibles, net $ 1,077,478 $ 1,125,540 $ 1,282,242 _________________________________________________________ 1 As of December 31, 2019. |
Summary of Estimated Future Amortization | The following table summarizes the estimated future amortization expense for intangible assets (in thousands): Year Ending September 30, 1 2020 (Jan - Sept) $ 133,109 2021 148,318 2022 120,666 2023 97,522 2024 78,873 Thereafter 305,940 Total future amortization expense $ 884,428 ___________________________ 1 Amounts included in the table are as of December 31, 2019 and do not reflect the incremental amortization of indefinite-lived intangible assets that is expected to occur in connection with the rebranding efforts that were announced in January 2020 (see Note 14 for further discussion). |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
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, 2019 September 30, 2019 December 31, 2018 Revolving Lines of Credit 2023 ABL: U.S. Revolver 1 $ 209,482 $ 80,961 $ 496,619 Canada Revolver 2 6,160 - 6,597 Current portion - - - Borrowings under revolving lines of credit, net $ 215,642 $ 80,961 $ 503,216 Long-term Debt, net Term Loans: 2025 Term Loan 3 $ 925,486 $ 926,535 $ 932,102 Current portion (9,700 ) (9,700 ) (9,700 ) Long-term borrowings under term loan 915,786 916,835 922,402 Senior Notes: 2023 Senior Notes 4 - 294,886 293,926 2025 Senior Notes 5 1,283,605 1,282,902 1,280,795 2026 Senior Notes 6 295,744 - - Current portion - - - Long-term borrowings under senior notes 1,579,349 1,577,788 1,574,721 Long-term debt, net $ 2,495,135 $ 2,494,623 $ 2,497,123 Equipment Financing Facilities, net Equipment financing facilities 7 $ 5,784 $ 6,885 $ 10,148 Capital lease obligations 8 - 6,713 11,156 Current portion (4,177 ) (8,989 ) (10,615 ) Long-term obligations under equipment financing, net $ 1,607 $ 4,609 $ 10,689 ____________________________________________________________ 1 2 3 4 5 6 4.50% 7 2.33% 2.89% 8 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Operating Lease Costs Recognized Within Selling, General and Administrative Expenses | The following table summarizes components of operating lease costs recognized within selling, general and administrative expenses (in thousands): Three Months Ended December 31, 2019 Operating lease costs $ 31,461 Variable lease costs 2,657 Total operating lease costs $ 34,118 |
Summary of Supplemental Cash Flow Information Related to Operating Leases | The following table presents supplemental cash flow information related to operating leases (in thousands): Three Months Ended December 31, 2019 Operating cash flows for operating lease liabilities $ 29,500 |
Summary of Future Lease Payments Under Operating Leases | Future lease payments under operating leases as of December 31, 2019 were as follows (in thousands): Year Ending September 30, 2020 (Jan - Sept) $ 85,742 2021 105,322 2022 89,230 2023 71,987 2024 54,834 Thereafter 95,205 Total future lease payments 502,320 Imputed interest (44,822 ) Total operating lease liabilities $ 457,498 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Derivative Accumulated Other Currency Translation Financial Instruments Comprehensive Loss Balance as of September 30, 2019 $ (18,984 ) $ (1,612 ) $ (20,596 ) Other comprehensive income before reclassifications 1,288 2,529 3,817 Reclassifications out of other comprehensive loss - - - Balance as of December 31, 2019 $ (17,696 ) $ 917 $ (16,779 ) |
Geographic Data (Tables)
Geographic Data (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Information | The following table summarizes certain geographic information for the periods presented (in thousands): December 31, 2019 September 30, 2019 December 31, 2018 Long-lived assets: U.S. $ 1,125,415 $ 1,182,552 $ 1,352,081 Canada 12,042 12,373 12,096 Total long-lived assets $ 1,137,457 $ 1,194,925 $ 1,364,177 |
Financial Derivatives (Tables)
Financial Derivatives (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Combined Fair Values, Net of Tax of Interest Rate Derivative Instruments | The Company records any differences paid or received on its interest rate hedges to interest expense, financing costs and other. The following table summarizes the combined fair values, net of tax, of the interest rate derivative instruments (in thousands): Assets/(Liabilities) as of: Instrument Fair Value Hierarchy December 31, 2019 September 30, 2019 December 31, 2018 Designated interest rate swaps 1 Level 2 $ 917 $ (1,612 ) $ - _______________________ 1 Assets are included on the consolidated balance sheets in prepaid expenses and other current assets, while liabilities are included in accrued expenses. |
Summary of Amounts of Gain (Loss) on Interest Rate Derivative Instruments Recognized in Other Comprehensive Income | The following table summarizes the amounts of gain (loss) on the interest rate derivative instruments recognized in other comprehensive income (in thousands): Three Months Ended December 31, Instrument 2019 2018 Designated interest rate swaps $ 2,529 $ - |
Company Overview - Additional I
Company Overview - Additional Information (Detail) | 3 Months Ended |
Dec. 31, 2019BranchStateProvince | |
Company Overview [Line Items] | |
Date of incorporation | Aug. 22, 1997 |
Number of branches in which entity operates | Branch | 530 |
U.S. [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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies -Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 01, 2019 |
Significant Accounting Policies [Line Items] | ||
Operating lease assets | $ 463,081 | |
Operating lease liabilities | $ 457,498 | |
Accounting Standards Update 2016-02 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Operating lease assets | $ 483,500 | |
Operating lease liabilities | $ 476,000 |
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, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 1,675,112 | $ 1,721,676 |
U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 1,629,568 | 1,678,895 |
Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 45,544 | 42,781 |
Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 702,236 | 732,190 |
Residential Roofing Products [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 691,307 | 720,511 |
Residential Roofing Products [Member] | Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 10,929 | 11,679 |
Non-Residential Roofing Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 420,853 | 419,909 |
Non-Residential Roofing Products [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 388,482 | 390,268 |
Non-Residential Roofing Products [Member] | Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 32,371 | 29,641 |
Complementary Building Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 552,023 | 569,577 |
Complementary Building Products [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 549,779 | 568,116 |
Complementary Building Products [Member] | Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 2,244 | $ 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, 2019 | Dec. 31, 2018 | ||
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (23,410) | $ (893) | |
Dividends on Preferred Stock | [1] | 6,000 | 6,000 |
Net income (loss) attributable to common shareholders | (29,410) | (6,893) | |
Net income (loss) attributable to common shareholders - basic and diluted | $ (29,410) | $ (6,893) | |
Weighted-average common shares outstanding - basic | 68,667,943 | 68,248,020 | |
Weighted-average common shares outstanding - diluted | [2] | 68,667,943 | 68,248,020 |
Net income (loss) per share - basic | [3] | $ (0.43) | $ (0.10) |
Net income (loss) per share - diluted | [3] | $ (0.43) | $ (0.10) |
[1] | Three months ended December 31, 2019 and 2018 amounts are composed of $5.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end | ||
[2] | Amounts do not include 9,694,619 shares issuable upon conversion of the Company’s participating Preferred Stock because such conversion would be anti-dilutive (see Note 4 for further discussion). | ||
[3] | See Note 4 for detailed calculations and further discussion. |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 9,694,619 | 9,694,619 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 1,911,501 | 1,554,518 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share | 400,914 | 318,229 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | 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, increase number of additional shares to be effective upon its approval by shareholders | 4,850,000 | ||
Stock-based compensation number of shares available for awards | 680,568,000 | ||
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 2 months 12 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $ 4.1 | $ 2.4 | |
Unrecognized compensation cost related to unvested stock | $ 22.3 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 2 months 12 days | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 0.00% | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 200.00% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions (Detail) | 3 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 1.74% |
Expected volatility | 33.18% |
Expected life (in years) | 5 years 3 months |
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, 2019 | Sep. 30, 2019 | |
Options Outstanding | ||
Balance as of September 30, 2019 | 2,339,489 | |
Granted | 407,736 | |
Exercised | (48,122) | |
Canceled/Forfeited | (10,906) | |
Expired | (2,534) | |
Balance as of December 31, 2019 | 2,685,663 | 2,339,489 |
Vested and expected to vest after December 31, 2019 | 2,616,347 | |
Exercisable as of December 31, 2019 | 1,759,950 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 32.61 | |
Granted | 33.47 | |
Exercised | 18.18 | |
Canceled/Forfeited | 37.79 | |
Expired | 14.45 | |
Ending Balance | 32.99 | $ 32.61 |
Vested and expected to vest after December 31, 2019 | 33.01 | |
Exercisable as of December 31, 2019 | $ 33.14 | |
Weighted-Average Remaining Contractual Life | ||
Balance | 6 years 6 months | 6 years 1 month 6 days |
Vested and expected to vest after December 31, 2019 | 6 years 6 months | |
Exercisable as of December 31, 2019 | 5 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Balance | $ 9,099 | $ 12,034 |
Vested and expected to vest after December 31, 2019 | 8,979 | |
Exercisable as of December 31, 2019 | $ 7,278 |
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, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of stock options granted | $ 10.70 | $ 8.75 |
Total grant date fair value of stock options vested | $ 3,902 | $ 3,680 |
Total intrinsic value of stock options exercised | $ 665 | $ 712 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Detail) - $ / shares | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted - Average Grant Date Fair Value | ||
Granted | $ 33.47 | $ 27.28 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding | ||
Balance as of September 30, 2019 | 1,123,358 | |
Granted | 378,320 | |
Released | (199,960) | |
Canceled/Forfeited | (2,906) | |
Balance as of December 31, 2019 | 1,298,812 | |
Vested and expected to vest after December 31, 2019 | 1,077,493 | |
Weighted - Average Grant Date Fair Value | ||
Balance as of September 30, 2019 | $ 37.48 | |
Granted | 33.47 | |
Released | 40.24 | |
Canceled/Forfeited | 29.15 | |
Balance as of December 31, 2019 | 35.75 | |
Vested and expected to vest after December 31, 2019 | $ 36.98 |
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, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of RSUs granted | $ 33.47 | $ 27.28 |
Total grant date fair value of RSUs vested | $ 8,082 | $ 14,840 |
Total intrinsic value of RSUs released | $ 6,826 | $ 11,160 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Beginning balance | $ 2,490,590 | $ 2,491,779 | |
Acquisitions | [1] | (513) | |
Translation and other adjustments | 576 | (1,536) | |
Ending balance | $ 2,491,166 | $ 2,489,730 | |
[1] | Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |||
Finite Lived Intangible Assets [Line Items] | |||||
Amortizable intangible assets | $ 1,544,444 | $ 1,552,354 | $ 1,552,132 | ||
Accumulated amortization | (660,016) | (619,864) | (462,940) | ||
Total amortizable intangible assets, net | 884,428 | [1] | 932,490 | 1,089,192 | |
Indefinite lived trademarks | 193,050 | 193,050 | 193,050 | ||
Total intangibles, net | $ 1,077,478 | 1,125,540 | 1,282,242 | ||
Weighted Average [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 17 years 3 months 18 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] | 2 years 4 months 24 days | |||
Customer Relationships [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Amortizable intangible assets | $ 1,531,120 | 1,530,970 | 1,530,748 | ||
Customer Relationships [Member] | Weighted Average [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | [2] | 17 years 4 months 24 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 | [2] | 6 years 8 months 12 days | |||
Beneficial Lease Arrangements [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Amortizable intangible assets | $ 8,060 | $ 8,060 | |||
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | [2] | 0 years | |||
[1] | Amounts included in the table are as of December 31, 2019 and do not reflect the incremental amortization of indefinite-lived intangible assets that is expected to occur in connection with the rebranding efforts that were announced in January 2020 (see Note 14 for further discussion). | ||||
[2] | As of December 31, 2019. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 44,778 | $ 52,021 |
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 | 17 years 3 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | ||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
2020 (Jan - Sept) | [1] | $ 133,109 | |||
2021 | [1] | 148,318 | |||
2022 | [1] | 120,666 | |||
2023 | [1] | 97,522 | |||
2024 | [1] | 78,873 | |||
Thereafter | [1] | 305,940 | |||
Total amortizable intangible assets, net | $ 884,428 | [1] | $ 932,490 | $ 1,089,192 | |
[1] | Amounts included in the table are as of December 31, 2019 and do not reflect the incremental amortization of indefinite-lived intangible assets that is expected to occur in connection with the rebranding efforts that were announced in January 2020 (see Note 14 for further discussion). |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt Instruments (Detail) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 02, 2018 | ||||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | $ 215,642,000 | $ 80,961,000 | $ 503,216,000 | |||||
Current portion | 0 | 0 | 0 | |||||
Long-term borrowings under senior notes | 1,579,349,000 | 1,577,788,000 | 1,574,721,000 | |||||
Long-term debt, net | 2,495,135,000 | 2,494,623,000 | 2,497,123,000 | |||||
Equipment financing facilities | [1] | 5,784,000 | 6,885,000 | 10,148,000 | ||||
Capital lease obligations | [2] | 6,713,000 | 11,156,000 | |||||
Long-term obligations under equipment financing, net | 1,607,000 | 4,609,000 | 10,689,000 | |||||
2023 Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes | [3] | 294,886,000 | 293,926,000 | |||||
2025 Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes | [4] | 1,283,605,000 | 1,282,902,000 | 1,280,795,000 | ||||
2026 Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes | [5] | 295,744,000 | ||||||
Equipment Financing Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion | (4,177,000) | (8,989,000) | (10,615,000) | |||||
Long-term obligations under equipment financing, net | 1,607,000 | 4,609,000 | 10,689,000 | |||||
Revolving Lines of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | 215,642,000 | 80,961,000 | 503,216,000 | |||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under revolving lines of credit/term loans, net | 215,600,000 | |||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [6] | 209,482,000 | 80,961,000 | 496,619,000 | ||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | Canada [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | [7] | 6,160,000 | 6,597,000 | |||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion | (9,700,000) | (9,700,000) | (9,700,000) | |||||
Borrowings under revolving lines of credit/term loans, net | 915,786,000 | 916,835,000 | 922,402,000 | |||||
Term Loan [Member] | 2025 Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Borrowings under revolving lines of credit/term loans | $ 925,486,000 | [8] | $ 926,535,000 | [8] | $ 932,102,000 | [8] | $ 970,000,000 | |
[1] | Fixed interest rates ranging from 2.33% 2.89% | |||||||
[2] | As of October 1, 2019, in connection with the adoption of ASU 2016-02, capital lease obligations that were formerly included in equipment financing facilities are included either in accrued expenses or other long-term liabilities on the consolidated balance sheets. See Notes 2 and 8 for further information. | |||||||
[3] | Interest rate of 6.38% for all periods presented. | |||||||
[4] | Interest rate of 4.88% for all periods presented. | |||||||
[5] | Interest rate of 4.50% | |||||||
[6] | Effective rate on borrowings of 3.25%, 5.41% and 4.37% as of December 31, 2019, September 30, 2019 and December 31, 2018, respectively. | |||||||
[7] | Effective rate on borrowings of 4.20% and 4.45% as of December 31, 2019 and December 31, 2018, respectively. | |||||||
[8] | Interest rate of 3.95%, 4.36% and 4.77% as of December 31, 2019, September 30, 2019 and December 31, 2018, respectively. |
Financing Arrangements - Long_2
Financing Arrangements - Long-term Debt Instruments (Parenthetical) (Detail) | Oct. 09, 2019 | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2018 | Oct. 01, 2015 |
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 | 2.89% | 2.89% | 2.89% | ||||
2023 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 6.38% | 6.38% | 6.38% | 6.38% | |||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 1, 2023 | Oct. 1, 2023 | ||||
2025 Senior Notes [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 | ||||
2026 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 4.50% | 4.50% | 4.50% | 4.50% | |||
Debt instrument maturity date | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | |||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | Jan. 2, 2023 | ||||||
Revolving Lines of Credit [Member] | 2023 ABL [Member] | U.S. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate at Period End | 3.25% | 4.37% | 5.41% | ||||
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 | 4.20% | 4.45% | |||||
Line of Credit Facility, Expiration Date | Jan. 2, 2023 | Jan. 2, 2023 | |||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 3.95% | 4.77% | 4.36% | ||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 | Jan. 2, 2025 |
Financing Arrangements - 2026 S
Financing Arrangements - 2026 Senior Notes - Additional Information (Detail) - USD ($) | Oct. 28, 2019 | Oct. 09, 2019 | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Oct. 01, 2015 | |
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | $ 14,678,000 | $ 0 | ||||||
Payments of debt issuance costs | $ 65,300,000 | $ 3,582,000 | $ 0 | |||||
Senior Notes, Matures November 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, aggregate principal amount | $ 300,000,000 | |||||||
Debt instrument interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||
Debt instrument, issue price percentage | 100.00% | |||||||
Debt instrument maturity date | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | ||||
Debt instrument, interest payable commencement date | May 15, 2020 | |||||||
Payments of debt issuance costs | $ 4,400,000 | |||||||
Unamortized debt issuance costs | $ 4,300,000 | |||||||
Senior Notes Payable | [1] | $ 295,744,000 | ||||||
Senior Notes, Matures October 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate | 6.38% | 6.38% | 6.38% | 6.38% | ||||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 1, 2023 | Oct. 1, 2023 | |||||
Redemption of senior debt | $ 300,000,000 | |||||||
Debt redemption price percentage of principal amount | 103.188% | |||||||
Debt instrument, redemption description | On October 28, 2019, the Company used the net proceeds from the offering, together with cash on hand and available borrowings under the 2023 ABL (as defined below), to redeem all $300.0 million aggregate principal amount outstanding of the 2023 Senior Notes (as defined below) at a redemption price of 103.188% | |||||||
Unamortized debt issuance costs | $ 5,100,000 | |||||||
Senior Notes Payable | [2] | $ 293,926,000 | $ 294,886,000 | |||||
Refinancing the Existing 2023 Senior Notes with Issuance of 2026 Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | $ 14,700,000 | |||||||
[1] | Interest rate of 4.50% | |||||||
[2] | Interest rate of 6.38% for all periods presented. |
Financing Arrangements - Financ
Financing Arrangements - Financing - Allied Acquisition - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | [1] | ||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | ||||||
Borrowings under senior notes | $ 300,000,000 | $ 0 | |||||
Payments of debt issuance costs | 65,300,000 | 3,582,000 | 0 | ||||
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 | $ 925,486,000 | [1] | $ 932,102,000 | [1] | $ 926,535,000 | |
[1] | Interest rate of 3.95%, 4.36% and 4.77% as of December 31, 2019, September 30, 2019 and December 31, 2018, respectively. |
Financing Arrangements - 2023 A
Financing Arrangements - 2023 ABL - Additional Information (Detail) | Jan. 02, 2018USD ($) | Dec. 31, 2019USD ($)Covenant | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,570,000,000 | |||
Borrowings under revolving lines of credit/term loans, net | $ 215,642,000 | $ 80,961,000 | $ 503,216,000 | |
Revolving Lines of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowings under revolving lines of credit/term loans, net | $ 215,642,000 | $ 80,961,000 | $ 503,216,000 | |
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 | $ 215,600,000 | |||
Unamortized debt issuance costs | 7,500,000 | |||
Revolving Lines of Credit [Member] | U.S. [Member] | 2023 ABL [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | |||
Standby letters of credit outstanding | $ 13,000,000 | |||
Revolving Lines of Credit [Member] | Canada [Member] | 2023 ABL [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000,000 |
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, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 970,000,000 | $ 925,486,000 | [1] | $ 932,102,000 | [1] | $ 926,535,000 | [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 | $ 27,500,000 | ||||||
[1] | Interest rate of 3.95%, 4.36% and 4.77% as of December 31, 2019, September 30, 2019 and December 31, 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, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Oct. 25, 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 | ||
Unamortized debt issuance costs | $ 16,400,000,000 | ||||
Senior Notes Payable | [1] | $ 1,283,605,000 | $ 1,280,795,000 | $ 1,282,902,000 | |
[1] | Interest rate of 4.88% for all periods presented. |
Financing Arrangements - 2023 S
Financing Arrangements - 2023 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 28, 2019 | Oct. 01, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Borrowings under senior notes | $ 300,000 | $ 0 | |||
Senior Notes, Matures October 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowings under senior notes | $ 300,000 | ||||
Debt instrument interest rate | 6.38% | 6.38% | 6.38% | 6.38% | |
Debt instrument, coupon rate | 6.38% | ||||
Redemption of senior debt | $ 300,000 | ||||
Debt redemption price percentage of principal amount | 103.188% | ||||
Unamortized debt issuance costs | $ 5,100 |
Financing Arrangements - Equipm
Financing Arrangements - Equipment Financing Facilities - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | ||
Debt Instrument [Line Items] | ||||
Equipment financing facilities, various maturities through September 2021 | [1] | $ 5,784,000 | $ 6,885,000 | $ 10,148,000 |
Equipment Financing Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Equipment financing facilities, various maturities through September 2021 | $ 5,800,000 | |||
Debt instrument maturity date | Sep. 30, 2021 | |||
Minimum [Member] | Equipment Financing Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.33% | |||
Maximum [Member] | Equipment Financing Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.89% | |||
[1] | Fixed interest rates ranging from 2.33% 2.89% |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended |
Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |
Operating lease, weighted-average remaining lease term | 5 years 9 months 18 days |
Operating lease, weighted-average discount rate | 3.98% |
Minimum [Member] | Real Estate Property [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease expiration year | 2020 |
Minimum [Member] | Equipment [Member] | |
Lessee Lease Description [Line Items] | |
Operating and finance lease expiration year | 2020 |
Maximum [Member] | Real Estate Property [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease expiration year | 2038 |
Maximum [Member] | Equipment [Member] | |
Lessee Lease Description [Line Items] | |
Operating and finance lease expiration year | 2026 |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs Recognized Within Selling, General and Administrative Expenses (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 31,461 |
Variable lease costs | 2,657 |
Total operating lease costs | $ 34,118 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows for operating lease liabilities | $ 29,500 |
Leases - Summary of Future Leas
Leases - Summary of Future Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 (Jan - Sept) | $ 85,742 |
2021 | 105,322 |
2022 | 89,230 |
2023 | 71,987 |
2024 | 54,834 |
Thereafter | 95,205 |
Total future lease payments | 502,320 |
Imputed interest | (44,822) |
Total operating lease liabilities | $ 457,498 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Reclassification out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 1,862,353 | $ 1,884,305 |
Other comprehensive income before reclassifications | 3,817 | (3,910) |
Balance | 1,840,690 | 1,874,176 |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (18,984) | |
Other comprehensive income before reclassifications | 1,288 | |
Balance | (17,696) | |
Derivative Financial Instruments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (1,612) | |
Other comprehensive income before reclassifications | 2,529 | |
Balance | 917 | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (20,596) | (17,250) |
Balance | $ (16,779) | $ (21,160) |
Geographic Data - Schedule Of G
Geographic Data - Schedule Of Geographic Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 1,137,457 | $ 1,194,925 | $ 1,364,177 |
U.S. [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 1,125,415 | 1,182,552 | 1,352,081 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 12,042 | $ 12,373 | $ 12,096 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - Fair Value, Inputs, Level 2 [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2019USD ($) | |
2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2026 |
2025 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2025 |
Carrying Value [Member] | 2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 300 |
Carrying Value [Member] | 2025 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 1,300 |
Fair Value [Member] | 2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 309.8 |
Fair Value [Member] | 2025 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,310 |
Financial Derivatives - Additio
Financial Derivatives - Additional Information (Detail) | Sep. 11, 2019USD ($)Agreement | Dec. 31, 2019USD ($) |
Derivative [Line Items] | ||
Number of interest rate swap agreements | Agreement | 2 | |
5-Year Swap [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 250,000,000 | |
Term of derivative agreement | 5 years | |
Derivative, maturity date | Aug. 30, 2024 | |
Derivative, fixed interest rate | 1.49% | |
Derivative fair value, net of tax | $ 800,000 | |
3-Year Swap [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 250,000,000 | |
Term of derivative agreement | 3 years | |
Derivative, maturity date | Aug. 30, 2022 | |
Derivative, fixed interest rate | 1.50% | |
Derivative fair value, net of tax | $ 200,000 |
Financial Derivatives - Summary
Financial Derivatives - Summary of Combined Fair Values, Net of Tax of Interest Rate Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative [Line Items] | |||
Derivative fair value, net of tax | [1] | $ 917 | $ (1,612) |
[1] | Assets are included on the consolidated balance sheets in prepaid expenses and other current assets, while liabilities are included in accrued expenses. |
Financial Derivatives - Summa_2
Financial Derivatives - Summary of Amounts of Gain (Loss) on Interest Rate Derivative Instruments Recognized in Other Comprehensive Income (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Derivative [Line Items] | |
Gain (loss) on interest rate derivative instruments recognized in other comprehensive income | $ 2,529 |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | |
Derivative [Line Items] | |
Gain (loss) on interest rate derivative instruments recognized in other comprehensive income | $ 2,529 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||
Non-cash accelerated intangible asset amortization | $ 44,778 | $ 52,021 | |
Subsequent Events [Member] | Allied Acquisition [Member] | |||
Subsequent Event [Line Items] | |||
Cash expenditures | $ 5,000 | ||
Subsequent Events [Member] | Allied Acquisition [Member] | Tradenames [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Non-cash accelerated intangible asset amortization | 135,000 | ||
Subsequent Events [Member] | Allied Acquisition [Member] | Tradenames [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Non-cash accelerated intangible asset amortization | $ 140,000 |