Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 68,741,689 | |
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, $0.01 par value | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 52.4 | $ 225.8 | $ 619.3 |
Accounts receivable, less allowance of $15.5, $16.1 and $21.0 as of March 31, 2022, December 31, 2021 and March 31, 2021, respectively | 1,008.5 | 855.2 | 759.5 |
Inventories, net | 1,462.1 | 1,161.7 | 1,087.1 |
Prepaid expenses and other current assets | 388.4 | 367.2 | 312.2 |
Total current assets | 2,911.4 | 2,609.9 | 2,778.1 |
Property and equipment, net | 281.9 | 256.3 | 218.9 |
Goodwill | 1,776.7 | 1,777.4 | 1,761.3 |
Intangibles, net | 399.6 | 421 | 465 |
Operating lease right-of-use assets, net | 419.7 | 413.9 | 368.5 |
Deferred income taxes, net | 58.5 | 61.9 | 90.2 |
Other assets, net | 1.1 | 8.9 | 6.4 |
Total assets | 5,848.9 | 5,549.3 | 5,688.4 |
Current liabilities: | |||
Accounts payable | 1,052.2 | 794.2 | 689 |
Accrued expenses | 410.8 | 472.1 | 572.8 |
Current portion of operating lease liabilities | 89.6 | 89 | 85.2 |
Current portion of finance lease liabilities | 9.6 | 6.4 | 3 |
Current portion of long-term debt/obligations | 10 | 10 | 10.7 |
Total current liabilities | 1,572.2 | 1,371.7 | 1,360.7 |
Borrowings under revolving lines of credit, net | 145.6 | ||
Long-term debt, net | 1,611.2 | 1,612.9 | 2,079.3 |
Deferred income taxes, net | 0.9 | 0.8 | |
Operating lease liabilities | 333.3 | 326.3 | 283 |
Finance lease liabilities | 40.7 | 26 | 12.9 |
Total liabilities | 3,703.9 | 3,337.7 | 3,735.9 |
Commitments and contingencies (Note 11) | |||
Convertible Preferred Stock (voting); $0.01 par value; aggregate liquidation preference $400.0; 0.4 shares authorized, issued and outstanding as of March 31, 2022, December 31, 2021 and March 31, 2021 (Note 6) | 399.2 | 399.2 | 399.2 |
Stockholders' equity: | |||
Common stock (voting); $0.01 par value; 100.0 shares authorized; 68.7, 70.4 and 69.8 shares issued and outstanding as of March 31, 2022, December 31, 2021 and March 31, 2021, respectively | 0.7 | 0.7 | 0.7 |
Undesignated preferred stock; 5.0 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 1,135.9 | 1,148.6 | 1,126.2 |
Retained earnings | 619.3 | 682.5 | 451.2 |
Accumulated other comprehensive income (loss) | (10.1) | (19.4) | (24.8) |
Total stockholders' equity | 1,745.8 | 1,812.4 | 1,553.3 |
Total liabilities and stockholders' equity | $ 5,848.9 | $ 5,549.3 | $ 5,688.4 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 15.5 | $ 16.1 | $ 21 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Convertible preferred stock. aggregate liquidation preference | $ 400 | $ 400 | $ 400 |
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 | 68,700,000 | 70,400,000 | 69,800,000 |
Common Stock (voting), outstanding | 68,700,000 | 70,400,000 | 69,800,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Net sales | $ 1,686.9 | $ 1,318 | |
Cost of products sold | 1,247.4 | 985.2 | |
Gross profit | 439.5 | 332.8 | |
Operating expense: | |||
Selling, general and administrative | 309.3 | 267.8 | |
Depreciation | 17.5 | 14.6 | |
Amortization | 21.4 | 27.6 | |
Total operating expense | 348.2 | 310 | |
Income (loss) from operations | 91.3 | 22.8 | |
Interest expense, financing costs, and other | 16.6 | 28.6 | |
Loss on debt extinguishment | [1] | 9.5 | |
Income (loss) from continuing operations before income taxes | 74.7 | (15.3) | |
Provision for (benefit from) income taxes | 18.9 | (4.8) | |
Net income (loss) from continuing operations | 55.8 | (10.5) | |
Net income (loss) from discontinued operations | [2] | 4.2 | |
Net income (loss) | 55.8 | (6.3) | |
Dividends on Preferred Stock | 6 | 6 | |
Net income (loss) attributable to common stockholders | $ 49.8 | $ (12.3) | |
Weighted-average common stock outstanding: | |||
Basic | [3] | 70,100,000 | 69,600,000 |
Diluted | [3] | 71,300,000 | 69,600,000 |
Net income (loss) per share: | |||
Basic - Continuing operations | [3] | $ 0.62 | $ (0.24) |
Basic - Discontinued operations | [3] | 0.06 | |
Basic net income (loss) per share | [3] | 0.62 | (0.18) |
Diluted - Continuing operations | [3] | 0.61 | (0.24) |
Diluted - Discontinued operations | [3] | 0.06 | |
Diluted net income (loss) per share | [3] | $ 0.61 | $ (0.18) |
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | ||
[2] | See Note 4 for additional information. | ||
[3] | See Note 6 for detailed calculations and further discussion. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 55.8 | $ (6.3) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 1.5 | 1 |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 7.8 | 3.4 |
Total other comprehensive income (loss) | 9.3 | 4.4 |
Comprehensive income (loss) | $ 65.1 | $ (1.9) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | APIC [Member] | [1] | Retained Earnings [Member] | AOCI [Member] | [2] | |
Balance at Dec. 31, 2020 | $ 1,544.8 | $ 0.7 | $ 1,109.8 | $ 463.5 | $ (29.2) | |||
Balance (in shares) at Dec. 31, 2020 | 69,400,000 | |||||||
Repurchase and retirement of common stock net, (Shares) | 0 | |||||||
Issuance of common stock, net of shares withheld for taxes | $ 9.1 | 9.1 | ||||||
Issuance of common stock, net of shares withheld for taxes (Shares) | 400,000 | |||||||
Stock-based compensation | 7.3 | 7.3 | ||||||
Other comprehensive income (loss) | 4.4 | 4.4 | ||||||
Net income (loss) | (6.3) | (6.3) | ||||||
Dividends on Preferred Stock | (6) | (6) | ||||||
Balance at Mar. 31, 2021 | 1,553.3 | $ 0.7 | 1,126.2 | 451.2 | (24.8) | |||
Balance (in shares) at Mar. 31, 2021 | 69,800,000 | |||||||
Balance at Dec. 31, 2021 | 1,812.4 | $ 0.7 | 1,148.6 | 682.5 | (19.4) | |||
Balance (in shares) at Dec. 31, 2021 | 70,400,000 | |||||||
Repurchase and retirement of common stock, net | [3] | (113) | (113) | |||||
Repurchase and retirement of common stock net, (Shares) | [3] | (1,900,000) | ||||||
Equity forward contract | (25) | (25) | ||||||
Issuance of common stock, net of shares withheld for taxes | 7.2 | 7.2 | ||||||
Issuance of common stock, net of shares withheld for taxes (Shares) | 200,000 | |||||||
Stock-based compensation | 5.1 | 5.1 | ||||||
Other comprehensive income (loss) | 9.3 | 9.3 | ||||||
Net income (loss) | 55.8 | 55.8 | ||||||
Dividends on Preferred Stock | (6) | (6) | ||||||
Balance at Mar. 31, 2022 | $ 1,745.8 | $ 0.7 | $ 1,135.9 | $ 619.3 | $ (10.1) | |||
Balance (in shares) at Mar. 31, 2022 | 68,700,000 | |||||||
[1] | Additional Paid-in Capital (“APIC”). | |||||||
[2] | Accumulated Other Comprehensive Income (Loss) ("AOCI"). | |||||||
[3] | See Note 8 for additional information. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Operating Activities | |||
Net income (loss) | [1] | $ 55.8 | $ (6.3) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | [1] | 38.9 | 42.4 |
Stock-based compensation | [1] | 5.1 | 7.3 |
Certain interest expense and other financing costs | [1] | 1.3 | 2.7 |
Loss on debt extinguishment | [1] | 9.5 | |
Gain on sale of fixed assets and other | [1] | (1.2) | (0.8) |
Deferred income taxes | [1] | 1.4 | (78.7) |
Loss on sale of business | [1] | 2.4 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | [1] | (153) | (11.9) |
Inventories | [1] | (299.9) | (137.7) |
Prepaid expenses and other current assets | [1] | (19.6) | 27.4 |
Accounts payable and accrued expenses | [1] | 202.1 | 59.9 |
Other assets and liabilities | [1] | 7.1 | (0.2) |
Net cash provided by (used in) operating activities | [1] | (162) | (84) |
Investing Activities | |||
Purchases of property and equipment | [1] | (22.8) | (14.1) |
Acquisition of business, net | [1] | (0.4) | |
Proceeds from sale of business | [1] | 837 | |
Proceeds from the sale of assets | [1] | 1.2 | 0.8 |
Net cash provided by (used in) investing activities | [1] | (22) | 823.7 |
Financing Activities | |||
Borrowings under revolving lines of credit | [1] | 296 | |
Payments under revolving lines of credit | [1] | (143.5) | (157) |
Payments under term loan | [1] | (2.5) | (426.4) |
Payments under equipment financing facilities and finance leases | [1] | (2.2) | (1.7) |
Repurchase and retirement of common stock, net | [1] | (113) | |
Advance payment for equity forward contract | [1] | (25) | |
Payment of dividends on Preferred Stock | [1] | (6) | (6) |
Proceeds from issuance of common stock related to equity awards | [1] | 7.3 | 10.6 |
Payment of taxes related to net share settlement of equity awards | [1] | (0.1) | (1.5) |
Net cash provided by (used in) financing activities | [1] | 11 | (582) |
Effect of exchange rate changes on cash and cash equivalents | [1] | (0.4) | 0.2 |
Net increase (decrease) in cash and cash equivalents | [1] | (173.4) | 157.9 |
Cash and cash equivalents, beginning of period | [1] | 225.8 | 461.4 |
Cash and cash equivalents, end of period | [1] | 52.4 | 619.3 |
Supplemental Cash Flow Information | |||
Operating cash flows provided by (used in) discontinued operations | [1] | (21.8) | |
Cash paid during the period for: | |||
Interest | [1] | 8.2 | 9.4 |
Income taxes, net of refunds | [1],[2] | $ 2.4 | $ 15.9 |
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | ||
[2] | Three months ended March 31, 2021 amount includes $ 3.3 million related to the Interior Products divestiture. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Income taxes, net of refunds | $ 15.9 | [1],[2] |
Interior Products Divestiture [Member] | ||
Income taxes, net of refunds | $ 3.3 | |
[1] | Three months ended March 31, 2021 amount includes $ 3.3 million related to the Interior Products divestiture. | |
[2] | Unless otherwise noted, amounts include both continuing and discontinued operations. |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2022 | |
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 residential and non-residential roofing materials and complementary building products in the United States and Canada. On February 10, 2021, the Company completed the sale of its interior products and insulation businesses (“Interior Products”) to Foundation Building Materials Holding Company LLC (“FBM”), pursuant to that certain Equity Purchase Agreement, dated as of December 20, 2020 (the “Purchase Agreement”), by and between the Company and ASP Sailor Acquisition Corp. (“ASP”), for approximately $ 850 million in cash (subject to a working capital and certain other adjustments as set forth in the Purchase Agreement). On January 29, 2021, ASP assigned the Purchase Agreement to FBM. Unless otherwise noted, the Company has reflected Interior Products as discontinued operations for the three months ended March 31, 2021. For additional information, see Notes 2 and 4. The Company operates its business primarily under the trade name "Beacon Building Products" and services customers in 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 |
Mar. 31, 2022 | |
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. Additionally, the Company has reflected Interior Products as discontinued operations for the three months ended March 31, 2021. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Certain prior period amounts have been reclassified to conform to current period presentation. The balance sheet as of March 31, 2021 has been presented for a better understanding of the impact of seasonal fluctuations on the Company’s financial condition. The three-month periods ended March 31, 2022 and 2021 each had 63 business days. On August 11, 2021, the Company’s Board of Directors approved a change in its fiscal year end from September 30 to December 31. The Company’s 2022 fiscal year began on January 1, 2022 and will end on December 31, 2022. This change better aligns the Company’s financial reporting calendar with many of its industry peers and provides internal benefits by shifting the timing of the budgeting, physical inventory, and performance review cycles away from the Company’s busiest time of year. In management’s opinion, the condensed consolidated 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 March 31, 2022 are not necessarily indicative of the results to be expected for the twelve months ending December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2021 as well as the unaudited Condensed Consolidated Financial Statements and Notes thereto contained in the Company’s Transition Report on Form 10-Q for the period from October 1, 2021 to December 31, 2021. 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 condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates include accounts receivable, vendor incentives, inventories, purchase price allocations, goodwill and intangibles, and income taxes. Assumptions made in the development of these estimates contemplate the impact of the novel coronavirus (“COVID‑19”) on the economy and the Company’s anticipated results. Actual amounts could differ materially from these estimates. Business Combinations The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, the Company records the assets acquired, including intangible assets that can be identified and named, and liabilities assumed based on their estimated fair values at the date of acquisition. The Company uses an income approach to determine the fair value of acquired intangible assets, specifically the multi-period excess earnings method for customer relationships and the relief from royalty method for trade names. Various Level 3 fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, customer attrition rates, discount rates, and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Transaction costs associated with acquisitions are expensed as incurred and are included as a component of selling, general and administrative expense within the condensed consolidated statements of operations. Recent Accounting Pronouncements—Not Yet Adopted In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, “ Business Combinations – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .” The guidance is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice. The guidance requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts, as opposed to recognizing and measuring such contract assets and liabilities at fair value on the acquisition date. The standard will be effective for business combinations that occur after January 1, 2023. Early adoption is permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which would depend on the contract assets and liabilities assumed in any future business combinations. In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” The guidance provides optional practical expedients to ease the potential burden in accounting for contract modifications and hedge accounting related to reference rate reform. In January 2021, the FASB issued ASU 2021-01, “ Reference Rate Reform (Topic 848), Scope ,” to clarify the scope of the guidance and reduce potential diversity in practice. The standard is effective as of March 12, 2020 through December 31, 2022. However, the standard is not applicable to contract modifications made, and hedging relationships entered into or evaluated after, December 31, 2022. The Company will evaluate and disclose the impact of this guidance in the period of election, as well as the nature and reason for doing so. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions The Company has not provided pro forma results of operations for the transactions below, as the transactions individually and in the aggregate are not material to the Company. The results of operations for these transactions are included in the Company’s condensed consolidated statements of operations from the date of the acquisition. Midway On November 1, 2021, the Company acquired 100 % of the equity interests of Midway Sales & Distributing, Inc. ("Midway"), a leading Midwest distributor of residential and commercial exterior building and roofing supplies with 10 branches across Kansas, Missouri and Nebraska and annual sales of approximately $ 130 million prior to the acquisition. The Company recorded the acquired assets and assumed liabilities related to this transaction at their estimated acquisition date fair values, which resulted in $ 28.7 million of goodwill (all of which is deductible for tax purposes) and $ 38.5 million of intangible assets based on our provisional estimate of the fair value of assets acquired and liabilities assumed as of March 31, 2022. Total transaction costs incurred by the Company were $ 0.4 million for the three months ended December 31, 2021. Crabtree On January 1, 2022, the Company purchased 100 % of the equity interests in Crabtree Siding and Supply (“Crabtree”), a wholesale distributor of residential exterior building materials, including a broad offering of complementary products, to contractors and homebuilder customers and annual sales of approximately $ 1 million prior to the acquisition. The Company recorded the acquired assets and assumed liabilities related to this transaction at their estimated acquisition date fair values, which resulted in $ 0.2 million of goodwill (all of which is deductible for tax purposes ). Total transaction costs incurred by the Company were not material for the three months ended March 31, 2022. Lowry’s In connection with our May 1, 2017 acquisition of Lowry’s Inc., the Company recorded an indemnity holdback liability, which was remeasured to fair value at each reporting period until the contingency was resolved. During the three months ended March 31, 2022, the contingency was resolved and the Company released the indemnity holdback liability, resulting in a gain of $ 0.9 million, which is included as a component of selling, general and administrative expense within the condensed consolidated statements of operations. |
Divestitures
Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | 4. Divestitures Solar Products On December 1, 2021, the Company completed the divestiture of its solar products business ("Solar Products") in order to focus on the Company’s core exteriors business. The Company recorded a loss on sale of $ 22.3 million in the three months ended December 31, 2021. The results of operations from Solar Products were included within income from continuing operations for the three months ended March 31, 2021 and were not material to the Company’s overall results. Interior Products On February 10, 2021, the Company completed the sale of Interior Products to FBM pursuant to the Purchase Agreement for approximately $ 850 million in cash (subject to a working capital and certain other adjustments as set forth in the Purchase Agreement). The final adjusted purchase price for Interior Products was $ 842.7 million. During the three months ended December 31, 2021, the company received $ 6.6 million of final purchase consideration from FBM. The Company completed this divestiture of net assets previously acquired in 2018 as part of the Allied Acquisition (as defined in Note 6) to reduce net leverage, strengthen its balance sheet, enhance leadership focus, and provide the financial flexibility to pursue strategic growth initiatives in its core exteriors business. The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the condensed consolidated statements of operations (in millions): Three Months Ended March 31, 2021 Net sales $ 109.1 Cost of products sold ( 80.3 ) Selling, general and administrative ( 21.0 ) Depreciation and amortization ( 0.2 ) Other income (loss) — Loss on sale ( 2.4 ) Pretax income (loss) from discontinued operations 5.2 Provision for (benefit from) income taxes 1.0 Net income (loss) from discontinued operations $ 4.2 There were no results from discontinued operations in the three months ended March 31, 2022. There were no assets or liabilities held for sale as of March 31, 2022, December 31, 2021 or March 31, 2021. |
Net Sales
Net Sales | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | 5. Net Sales The following table presents the Company’s net sales by product line and geography (in millions): U.S. Canada Total Three Months Ended March 31, 2022 Residential roofing products $ 835.8 $ 10.6 $ 846.4 Non-residential roofing products 457.4 30.3 487.7 Complementary building products 350.9 1.9 352.8 Total net sales $ 1,644.1 $ 42.8 $ 1,686.9 Three Months Ended March 31, 2021 Residential roofing products $ 686.1 $ 8.9 $ 695.0 Non-residential roofing products 305.9 23.8 329.7 Complementary building products 291.6 1.7 293.3 Total net sales $ 1,283.6 $ 34.4 $ 1,318.0 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 6. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock (as defined below). 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 stockholders by the fully diluted weighted-average number of common shares outstanding during the period. 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 quarterly in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore, it is classified as mezzanine equity in the Company’s condensed consolidated balance sheets. 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 stockholders 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 stockholders 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 (in millions, except per share amounts; certain amounts may not recalculate due to rounding): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations $ 55.8 $ ( 10.5 ) Dividends on Preferred Stock ( 6.0 ) ( 6.0 ) Undistributed income from continuing operations allocated to participating securities ( 6.1 ) — Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted 43.7 ( 16.5 ) Net income (loss) from discontinued operations attributable to common stockholders - Basic and Diluted — 4.2 Net income (loss) attributable to common stockholders - Basic and Diluted $ 43.7 $ ( 12.3 ) Denominator: Weighted-average common shares outstanding - Basic 70.1 69.6 Effect of common share equivalents 1.2 — Weighted-average common shares outstanding - Diluted 71.3 69.6 Net income (loss) per share: Basic - Continuing operations $ 0.62 $ ( 0.24 ) Basic - Discontinued operations — 0.06 Basic net income (loss) per share $ 0.62 $ ( 0.18 ) Diluted - Continuing operations $ 0.61 $ ( 0.24 ) Diluted - Discontinued operations — 0.06 Diluted net income (loss) per share $ 0.61 $ ( 0.18 ) The following table includes the number of shares that may be dilutive common shares in the future (in millions). 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 March 31, 2022 2021 Stock options 0.1 0.7 Preferred Stock 9.7 9.7 Equity forward contract 0.4 — |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation On December 23, 2019, the Board of Directors of the Company approved the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan (the “2014 Plan”). On February 11, 2020, the stockholders of the Company approved an additional 4,850,000 shares to be reserved for issuance under the 2014 Plan. The 2014 Plan, which was originally approved by the stockholders on February 12, 2014, provides for discretionary awards of stock options, stock awards, restricted stock units, and stock appreciation rights to selected employees and non-employee directors. The 2014 Plan mandates that all shares underlying lapsed, forfeited, expired, terminated, cancelled and withheld awards, including those from the predecessor plan, be returned to the 2014 Plan and made available for issuance. As of March 31, 2022, there were 3,807,646 shares of common stock available for issuance pursuant to the 2014 Plan. The 2014 Plan is the only plan maintained by the Company pursuant to which equity awards are granted. All unvested equity awards contain a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, such award shall become fully vested immediately prior to a change in control (in the case of a restricted stock unit award with performance conditions at 100 % of the grant target, and in the case of a restricted stock unit award with market conditions at 100 % of the award then earned but not then vested). 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 (in the case of a restricted stock unit award with performance conditions at 100 % of the grant target, and in the case of a restricted stock unit award with market conditions at 100 % of the award then earned but not then vested). Stock Options Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in three annual installments over the three-year period following the grant dates. The fair values of the options granted for the three months ended March 31, 2022 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 1.92 % Expected volatility 48.89 % Expected life (in years) 5.14 Dividend yield — The following table summarizes all stock option activity for the three months ended March 31, 2022 (in millions, except per share amounts and time periods): Options Weighted- Weighted- Aggregate 1 Balance as of December 31, 2021 1.6 $ 35.25 5.8 $ 36.2 Granted 0.2 58.98 Exercised ( 0.2 ) 37.99 Canceled/Forfeited ( 0.0 ) 49.40 Balance as of March 31, 2022 1.6 $ 37.71 6.3 $ 35.0 Vested and expected to vest after March 31, 2022 1.6 $ 37.43 6.2 $ 34.6 Exercisable as of March 31, 2022 1.1 $ 35.00 5.1 $ 26.7 _____________________________ 1. Aggregate intrinsic value represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement. During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense related to stock options of $ 0.8 million and $ 1.2 million , respectively. As of March 31, 2022, there was $ 7.6 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes additional information on stock options (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Weighted-average fair value per share of stock options granted $ 26.49 $ — Total grant date fair value of stock options vested $ 0.1 $ 1.3 Total intrinsic value of stock options exercised $ 4.2 $ 6.5 Restricted Stock Units Time-based 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 additionally may contain market or performance conditions. Market conditions are incorporated into the grant date fair value of the management awards with market conditions using a Monte Carlo valuation model. Compensation expense for management awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. For awards with performance conditions, the actual number of awards that will vest can range from 0 % to 200 % of the original grant amount, depending upon actual Company performance below or above the established performance metric targets. At each reporting date, the Company estimates performance in relation to the defined targets when determining the projected number of management awards with performance conditions that are expected to vest and calculating the related stock-based compensation expense. Management awards with performance conditions are amortized over the service period if, and to the extent, it is determined that achievement of the performance condition is probable. If awards with market, performance and/or service conditions are forfeited due to failure to achieve performance conditions or failure to satisfy service conditions, any previously recognized expense for such awards is reversed. 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. 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 may elect to have any future RSU grants settle simultaneously with vesting. The following table summarizes all RSU activity for the three months ended March 31, 2022 (in millions, except grant date fair value amounts): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2021 0.7 $ 35.99 Granted 0.7 50.99 Released ( 0.0 ) 43.63 Canceled/Forfeited ( 0.0 ) 35.54 Balance as of March 31, 2022 1.4 $ 43.33 Vested and expected to vest after March 31, 2022 1 1.5 $ 42.19 _________________________________________ 1. As of March 31, 2022 , outstanding awards with performance conditions were expected to vest at greater than 100 % of their original grant amount. The above table represents regular annual RSU awards granted during the three months ended March 31, 2022, as well as a special grant, made in connection with the Company’s Ambition 2025 strategic plan to approximately 115 employees, consisting of the Company’s executive officers (other than the Chief Executive Officer who is not eligible for the program), other members of senior management, and key operations and sales leaders. A total of 0.4 million RSUs with market conditions were awarded. The latter awards were granted in order to align executives and managers at various levels of the Company with the initiatives implemented to achieve the Company's long-term shareholder return goals set forth in the Ambition 2025 strategic plan. During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $ 4.3 million and $ 3.0 million , respectively. As of March 31, 2022, there was $ 42.5 million of unrecognized compensation expense related to unvested RSUs (including unrecognized expense for RSUs with performance conditions at their estimated value as of March 31, 2022), which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes additional information regarding RSUs (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Weighted-average fair value per share of RSUs granted $ 50.99 $ 47.44 Total grant date fair value of RSUs vested $ 1.6 $ 5.0 Total intrinsic value of RSUs released $ 0.8 $ 4.9 |
Share Repurchase Program
Share Repurchase Program | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Share Repurchase Program | 8. Share Repurchase Program On February 24, 2022, the Company announced a new share repurchase program (the “Repurchase Program”), pursuant to which the Company may purchase up to $ 500 million of its common stock. Share repurchases under the Repurchase Program may be made from time to time through various means, including open market purchases (including block trades), privately negotiated transactions, accelerated share repurchase transactions or through a series of forward purchase agreements, option contracts or similar agreements and contracts (including Rule 10b5-1 plans) adopted by the Company, in each case in accordance with the rules and regulations of the Securities and Exchange Commission, including, if applicable, Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, volume, and nature of share repurchases pursuant to the Repurchase Program are at the discretion of management and may be suspended or discontinued at any time. Shares repurchased under the Repurchase Program are retired immediately and are included in the category of authorized but unissued shares. The excess of the purchase price over the par value of the common shares is reflected in retained earnings. On March 10, 2022, pursuant to the Repurchase Program, the Company entered into a Variable Tenor ASR Master Agreement (the “ASR Agreement”) with Citibank, N.A. (“Citi”) to repurchase $ 125 million (the “Repurchase Price”) of its common stock. Under the terms of the ASR Agreement, the Company paid the Repurchase Price to Citi and received an initial share delivery of 1,689,189 shares of its common stock from Citi, representing 80 % of the expected share repurchases under the ASR Agreement, based on the closing price of the Company’s common stock of $ 59.20 on March 11, 2022. The final number of shares to be repurchased pursuant to the ASR Agreement will be determined upon settlement based on the daily volume-weighted average price of the Company’s common stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms of the ASR Agreement. At settlement, Citi will deliver additional shares of the Company’s common stock to the Company, or, under certain circumstances, the Company will deliver cash or shares of the Company’s common stock to Citi, with the method of settlement at the Company’s election. As of March 31, 2022, the remaining $ 25 million of the Repurchase Price was evaluated as an unsettled equity forward contact indexed to the Company’s common stock and classified within stockholders’ equity as a reduction to additional paid in capital. The final settlement of the ASR Agreement is expected to be completed in the second quarter of 2022. During the three months ended March 31, 2022, the Company also repurchased on the open market 221,658 shares of its common stock at an average price of $ 57.98 per share for an aggregate purchase price of $ 12.9 million. As of March 31, 2022, the Company had approximately $ 362.1 million available for repurchases remaining under the Repurchase Program. There were no share repurchases during the three months ended March 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill The following table sets forth the change in the carrying amount of goodwill during the three months ended March 31, 2022 (in millions): Balance as of December 31, 2021 $ 1,777.4 Acquisitions ( 1.2 ) Translation and other adjustments 0.5 Balance as of March 31, 2022 $ 1,776.7 The changes in the carrying amount of goodwill for the three months ended March 31, 2022 were driven primarily by measurement period adjustments for the acquisition of Midway. See Note 3 for additional information. Intangible Assets The intangible asset lives range from 5 to 20 years. The following table summarizes intangible assets by category (in millions, except time periods): March 31, December 31, March 31, Weighted- 1 2022 2021 2021 (Years) Amortizable intangible assets: Non-compete agreements $ 0.2 $ 0.2 $ 0.2 0.2 Customer relationships 1,092.4 1,092.3 1,086.0 15.3 Trademarks 1.0 1.0 — 1.6 Total amortizable intangible assets 1,093.6 1,093.5 1,086.2 15.3 Accumulated amortization ( 703.8 ) ( 682.3 ) ( 631.0 ) Total amortizable intangible assets, net 389.8 411.2 455.2 Indefinite-lived trademarks 9.8 9.8 9.8 Total intangibles, net $ 399.6 $ 421.0 $ 465.0 __________________________________ 1. As of March 31, 2022 . The following table summarizes the estimated future amortization expense for intangible assets (in millions): Year Ending December 31, 2022 (Apr - Dec) $ 60.2 2023 66.9 2024 53.9 2025 43.7 2026 35.2 Thereafter 129.9 Total future amortization expense $ 389.8 |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 10. Financing Arrangements The following table summarizes all outstanding debt (presented net of unamortized debt issuance costs) and other financing arrangements (in millions): March 31, December 31, March 31, 2022 2021 2021 Revolving Lines of Credit 2026 ABL: 2026 U.S. Revolver 1 145.6 — — 2026 Canada Revolver — — — Borrowings under revolving lines of credit, net $ 145.6 $ — $ — Long-term Debt, net Term Loan: 2025 Term Loan 2 $ — $ — $ 505.6 2028 Term Loan 3 977.9 979.8 — Current portion ( 10.0 ) ( 10.0 ) ( 9.7 ) Long-term borrowings under term loan 967.9 969.8 495.9 Senior Notes: 2025 Senior Notes 4 — — 1,287.2 2026 Senior Notes 5 296.9 296.8 296.2 2029 Senior Notes 6 346.4 346.3 — Long-term borrowings under senior notes 643.3 643.1 1,583.4 Long-term debt, net $ 1,611.2 $ 1,612.9 $ 2,079.3 Equipment Financing Facilities, net Equipment financing facilities 7 $ — $ — $ 1.0 Current portion — — ( 1.0 ) Long-term obligations under equipment financing, net $ — $ — $ — _______________________________ 1. Effective rate on borrowings of 2.51 % as of March 31, 2022 . 2. Interest rate of 2.36 % as of March 31, 2021 . 3. Interest rate of 2.46 % as of March 31, 2022 and December 31, 2021 . 4. Interest rate of 4.875 % as of March 31, 2021 . 5. Interest rate of 4.50 % for all periods presented. 6. Interest rate of 4.125 % as of March 31, 2022 and December 31, 2021 . 7. Fixed interest rates ranging from 2.33 % to 2.89 % as of March 31, 2021 . 2021 Debt Refinancing In May 2021, the Company entered into various financing arrangements to refinance certain debt instruments to take advantage of lower market interest rates (the “2021 Debt Refinancing”). The transactions included a new $ 350.0 million issuance of senior notes (the “2029 Senior Notes”). In addition, the Company entered into a second amended and restated credit agreement for its $ 1.30 billion asset-based revolving line of credit (the “2026 ABL”), and an amended and restated term loan credit agreement for a term loan of $ 1.00 billion (the “2028 Term Loan”), which together are defined as the “New Senior Secured Credit Facilities . ” On May 19, 2021, the Company used the net proceeds from the 2029 Senior Notes offering, together with cash on hand and borrowings under the New Senior Secured Credit Facilities, to redeem all $ 1.30 billion aggregate principal amount outstanding of the 2025 Senior Notes (as defined below) at a redemption price of 102.438 %, to refinance all outstanding borrowings under the 2025 Term Loan (as defined below), and to pay all related accrued interest, fees and expenses. The financing arrangements entered into in connection with the 2021 Debt Refinancing had certain lenders who also participated in previous financing arrangements entered into by the Company; therefore, portions of the transactions were accounted for as either debt extinguishments or debt modifications. The Company recognized a loss on debt extinguishment totaling $ 50.7 million. In addition, the Company capitalized debt issuance costs totaling $ 29.0 million related to the 2029 Senior Notes, 2026 ABL and 2028 Term Loan, which are being amortized over the terms of the financing arrangements. 2029 Senior Notes On May 10, 2021, the Company and certain subsidiaries of the Company as guarantors completed a private offering of $ 350.0 million aggregate principal amount of 4.125 % senior unsecured notes due 2029 at an issue price of 100.000 %. The 2029 Senior Notes mature on May 15, 2029 and bear interest at a rate of 4.125 % per annum, payable on May 15 and November 15 of each year, which commenced on November 15, 2021 . The 2029 Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of the Company’s active United States subsidiaries. The 2029 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 2029 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. As of March 31, 2022, the outstanding balance on the 2029 Senior Notes, net of $ 3.6 million of unamortized debt issuance costs, was $ 346.4 million . 2026 ABL On May 19, 2021, the Company entered into a $ 1.30 billion senior secured asset-based revolving credit facility with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2026 ABL provides for revolving loan commitments in both the United States in an amount up to $ 1.25 billion (“2026 U.S. Revolver”) and Canada in an amount up to $ 50.0 million (“2026 Canada Revolver”) (as such amounts may be reallocated pursuant to the terms of the 2026 ABL). The 2026 ABL has a maturity date of May 19, 2026 . The 2026 ABL has various borrowing tranches with an interest rate based, at the Company’s option, on a base rate, plus an applicable margin, or a reserve adjusted LIBOR rate, plus an applicable margin. The applicable margin for borrowings is based on the Company’s quarterly average excess availability as determined by reference to a borrowing base and ranges from 0.25 % to 0.75 % per annum in the case of base rate borrowings and 1.25 % to 1.75 % per annum in the case of LIBOR borrowings. The unused commitment fees on the 2026 ABL are 0.20 % per annum. The 2026 ABL contains a springing financial covenant that requires a minimum 1.00 : 1.00 Fixed Charge Coverage Ratio (consolidated EBITDA less capital expenditures to fixed charges, each as defined in the 2026 ABL credit agreement) as of the end of each fiscal quarter (in each case, calculated on a trailing four fiscal quarter basis). The covenant would become operative if the Company failed to maintain a specified minimum amount of availability to borrow under the 2026 ABL, which was not applicable to the Company as of March 31, 2022 . In addition, the New Senior Secured Credit Facilities and the 2029 Senior Notes are subject to negative covenants that, among other things and subject to certain exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to: (i) incur indebtedness (including guarantee obligations); (ii) incur liens; (iii) engage in mergers or other fundamental changes; (iv) dispose of certain property or assets; (v) make certain payments, dividends or other distributions; (vi) make certain acquisitions, investments, loans and advances; (vii) prepay certain indebtedness; (viii) change the nature of their business; (ix) engage in certain transactions with affiliates; (x) engage in sale-leaseback transactions; and (xi) enter into certain other restrictive agreements. The 2026 ABL is secured by a first priority lien over substantially all of the Company’s and each guarantor’s accounts and other receivables, chattel paper, deposit accounts (excluding any such account containing identifiable proceeds of Term Priority Collateral (as defined below)), inventory, and, to the extent related to the foregoing and other ABL Priority Collateral, general intangibles (excluding equity interests in any subsidiary of the Company and all intellectual property), instruments, investment property (but not equity interests in any subsidiary of the Company), commercial tort claims, letters of credit, supporting obligations and letter of credit rights, together with all books, records and documents related to, and all proceeds and products of, the foregoing, 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”). Beacon Sales Acquisition, Inc., a Delaware corporation and subsidiary of the Company, is a U.S. Borrower under the 2026 ABL and Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia and subsidiary of the Company, is a Canadian borrower under the 2026 ABL. The 2026 ABL is fully and unconditionally guaranteed, on a joint and several basis, by the Company’s active U.S. subsidiaries. As of March 31, 2022, the outstanding balance on the 2026 ABL, net of $ 6.9 million of unamortized debt issuance costs, was $ 145.6 million . The Company also had outstanding standby letters of credit related to the 2026 U.S. Revolver in the amount of $ 12.8 million as of March 31, 2022. 2028 Term Loan On May 19, 2021, the Company entered into a $ 1.00 billion senior secured term loan B facility with Citi and a syndicate of other lenders. The 2028 Term Loan requires quarterly principal payments in the amount of $ 2.5 million, with the remaining outstanding principal to be paid on its May 19, 2028 maturity date. The interest rate is based, at the Company’s option, on a base rate, plus an applicable margin, or a reserve adjusted LIBOR rate, plus an applicable margin. The applicable margin for the 2028 Term Loan ranges, depending on the Company’s consolidated total leverage ratio (consolidated total indebtedness to consolidated EBITDA, each as defined in the 2028 Term Loan credit agreement), from 1.25 % to 1.50 % per annum in the case of base rate borrowings and 2.25 % to 2.50 % per annum in the case of LIBOR borrowings. The 2028 Term Loan is secured by a shared first-priority lien on the Term Priority Collateral and a shared 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 2028 Term Loan is fully and unconditionally guaranteed, on a joint and several basis, by certain of the Company’s active U.S. subsidiaries. As of March 31, 2022, the outstanding balance on the 2028 Term Loan, net of $ 14.6 million of unamortized debt issuance costs, was $ 977.9 million . 2019 Debt Refinancing 2026 Senior Notes On October 9, 2019, the Company, and certain subsidiaries of the Company as guarantors, completed a private offering of $ 300.0 million aggregate principal amount of 4.50 % Senior Secured Notes due 2026 (the “2026 Senior Notes”) at an issue price of 100.000 %. 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 are secured by a shared first-priority lien on the Term Priority Collateral and a shared 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 2026 Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of the Company’s active U.S. subsidiaries. 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, 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 Company’s 6.375% Senior Notes due 2023 . The Company capitalized debt issuance costs of $ 4.7 million related to the 2026 Senior Notes, which are being amortized over the term of the financing arrangements. As of March 31, 2022, the outstanding balance on the 2026 Senior Notes, net of $ 3.1 million of unamortized debt issuance costs, was $ 296.9 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 were 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 provided for revolving loans in both the United States (“2023 U.S. Revolver”) in an amount up to $ 1.25 billion and Canada in an amount up to $ 50.0 million. The 2023 ABL had an original maturity date of January 2, 2023 . The 2023 ABL had various borrowing tranches with an interest rate based, at the Company’s option, on a base rate, plus an applicable margin, or a reserve adjusted LIBOR rate, plus an applicable margin. On May 19, 2021, in conjunction with the 2021 Debt Refinancing, the Company wrote off $ 0.8 million of related debt issuance costs. There was no principal balance outstanding on the 2023 ABL at the time of the refinancing. 2025 Term Loan On January 2, 2018, the Company entered into a $ 970.0 million term loan with Citi and a syndicate of other lenders. The 2025 Term Loan required quarterly principal payments in the amount of $ 2.4 million, with the remaining outstanding principal to be paid on its original maturity date of January 2, 2025 . The interest rate was based, at the Company’s option, on a base rate, plus an applicable margin, or a reserve adjusted LIBOR rate, plus an applicable margin. The applicable margin was 1.25 % per annum with respect to base rate borrowings and 2.25 % per annum with respect to LIBOR borrowings. The Company had the option of selecting a LIBOR period that determined the rate at which interest would accrue, as well as the period in which interest payments were made. In February 2021, the Company made an additional principal payment of $ 423.9 million and wrote off $ 9.5 million of related debt issuance costs. On May 19, 2021, in conjunction with the 2021 Debt Refinancing, the Company paid the remaining $ 517.0 million balance of the 2025 Term Loan and wrote off $ 1.1 million of related debt issuance costs. 2025 Senior Notes On October 25, 2017, Beacon Escrow Corporation, a wholly owned subsidiary of the Company, completed a private offering of $ 1.30 billion aggregate principal amount of 4.875 % Senior Notes due 2025 at an issue price of 100.000 %. The 2025 Senior Notes were subsequently assumed by the Company. The 2025 Senior Notes had a coupon rate of 4.875 % per annum and were payable semi-annually in arrears, beginning May 1, 2018. There were early payment provisions in the indenture under which the Company would be subject to redemption premiums. On May 19, 2021, in conjunction with the 2021 Debt Refinancing, the Company redeemed all $ 1.30 billion aggregate principal amount outstanding of the 2025 Senior Notes at a redemption price of 102.438 % plus accrued interest and wrote off $ 12.5 million of related unamortized debt issuance costs. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 11. Leases The following table summarizes components of lease costs recognized in the condensed consolidated statements of operations (in millions; amounts include both continuing and discontinued operations): Three Months Ended March 31, 2022 2021 Operating lease costs $ 27.5 $ 26.8 Finance lease costs: Amortization of right-of-use assets 2.7 1.2 Interest on lease obligations 0.4 0.1 Variable lease costs 2.2 2.4 Total lease costs $ 32.8 $ 30.5 The following table presents supplemental cash flow information related to the Company's leases (in millions): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in measurement of lease obligations: Operating cash flows from operating leases $ 25.8 $ 24.6 Operating cash flows from finance leases $ 0.4 $ 0.1 Financing cash flows from finance leases $ 2.3 $ 0.8 Right-of-use assets obtained in exchange for new finance lease liabilities $ 20.1 $ 9.0 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11.6 $ 6.9 As of March 31, 2022, the Company’s operating leases had a weighted-average remaining lease term of 6.0 years and a weighted-average discount rate of 3.66 % , and the Company’s finance leases had a weighted-average remaining lease term of 5.2 years and a weighted-average discount rate of 3.85 % . The following table summarizes future lease payments as of March 31, 2022 (in millions): Year Ending December 31, Operating Leases Finance Leases 2022 (Apr - Dec) $ 77.7 $ 8.4 2023 96.4 11.0 2024 81.2 10.9 2025 60.9 10.6 2026 47.7 9.0 Thereafter 107.2 5.3 Total future lease payments 471.1 55.2 Imputed interest ( 48.2 ) ( 4.9 ) Total lease liabilities $ 422.9 $ 50.3 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 accrues a liability for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The Company also considers whether an insurance recovery receivable is applicable and appropriate based on the specific legal claim. The actual costs of resolving legal claims may be substantially higher or lower than the amounts accrued for those claims. In December of 2018, a Beacon vehicle was involved in an accident that resulted in a fatality. The estate of the decedent and two bystanders have filed a lawsuit against the driver and Beacon. Trial is scheduled for August 2022. There can be no assurance as to the ultimate outcome of this legal proceeding; however, the Company intends to vigorously defend this case, unless it is determined that it is appropriate to be settled. As of March 31, 2022, the Company had no significant amounts accrued with respect to this matter as payment, if any, is not yet probable or reasonably estimable. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. 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 millions): Foreign Derivative Currency Financial AOCI Balance as of December 31, 2021 $ ( 15.3 ) $ ( 4.1 ) $ ( 19.4 ) Other comprehensive income before reclassifications 1.5 7.8 9.3 Balance as of March 31, 2022 $ ( 13.8 ) $ 3.7 $ ( 10.1 ) Gains (losses) on derivative instruments are recognized in the condensed consolidated statements of operations in interest expense, financing costs, and other. |
Geographic Data
Geographic Data | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographic Data | 14. Geographic Data The following table summarizes certain geographic information (in millions): March 31, December 31, March 31, 2022 2021 2021 Long-lived assets: U.S. $ 662.9 $ 666.5 $ 670.3 Canada 9.9 9.9 10.2 Total long-lived assets $ 672.8 $ 676.4 $ 680.5 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 15. Fair Value Measurement As of March 31, 2022, 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 March 31, 2022 , based upon recent trading prices (Level 2), the fair value of the Company’s $ 300.0 million 2026 Senior Notes was $ 299.3 million , and the fair value of the $ 350.0 million 2029 Senior Notes was $ 324.6 million . As of March 31, 2022 , the fair value of the Company’s term loan and revolving lines of credit approximated the amount outstanding. The Company estimates the fair value of its term loan and revolving lines of credit 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 |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivatives | 16. 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. Each swap agreement has a notional amount of $ 250.0 million. As part of the 2021 Debt Refinancing, Beacon refinanced the 2025 Term Loan, resulting in the issuance of the 2028 Term Loan; the two interest rate swaps were designed and executed such that they continue to hedge against a total notional amount of $ 500.0 million related to the refinanced 2028 Term Loan. 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 swaps, net of taxes, will be recognized in other comprehensive income each period, then reclassified into the condensed consolidated statements of operations as a component of interest expense, financing costs, and other in the period in which the hedged transaction affects earnings. The effectiveness of the swaps will be assessed qualitatively by the Company during the lives of the hedges by (i) comparing the current terms of the hedges with the related hedged debt to assure they continue to coincide and (ii) 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 March 31, 2022 and concluded that the swap agreements continue to meet the requirements under ASC 815 to qualify for cash flow hedge accounting. As of March 31, 2022, the fair value of the 3‑year swap, net of tax, was $ 0.4 million in favor of the counterparty, and the fair value of the 5‑year swap, net of tax, was $ 4.1 million in favor of the Company. The Company records any differences paid or received on its interest rate hedges to interest expense, financing costs and other within the condensed consolidated statements of operations. The following table summarizes the combined fair values, net of tax, of the interest rate derivative instruments (in millions): Net Assets (Liabilities) as of March 31, December 31, March 31, Instrument Fair Value Hierarchy 2022 2021 2021 Designated interest rate swaps 1 Level 2 $ 3.7 $ ( 4.1 ) $ ( 10.0 ) _______________________ 1. Assets are included in the condensed 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 millions): Three Months Ended March 31, Instrument 2022 2021 Designated interest rate swaps $ 7.8 $ 3.3 |
Quarterly Financial Data
Quarterly Financial Data | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 17. Quarterly Financial Data The following table sets forth certain unaudited quarterly data for 2022 and 2021, which, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of this data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends (in millions, except per share amounts): Three Months Ended March 31, December 31, September 30, June 30, March 31, Net sales $ 1,686.9 $ 1,754.9 $ 1,875.4 $ 1,872.1 $ 1,318.0 % of fiscal year’s net sales n/m 25.7 % 27.5 % 27.5 % 19.3 % Gross profit $ 439.5 $ 461.6 $ 507.8 $ 517.4 $ 332.8 % of fiscal year’s gross profit n/m 25.4 % 27.9 % 28.4 % 18.3 % Net income (loss) from continuing operations $ 55.8 $ 68.1 $ 104.5 $ 79.8 $ ( 10.5 ) Net income (loss) $ 55.8 $ 68.0 $ 104.8 $ 76.5 $ ( 6.3 ) Net income (loss) attributable to common stockholders $ 49.8 $ 62.0 $ 98.8 $ 70.5 $ ( 12.3 ) Net income (loss) from continuing operations per share - Basic $ 0.62 $ 0.78 $ 1.23 $ 0.93 $ ( 0.24 ) Net income (loss) per share - Basic $ 0.62 $ 0.78 $ 1.24 $ 0.89 $ ( 0.18 ) Net income (loss) from continuing operations per share - Diluted $ 0.61 $ 0.76 $ 1.21 $ 0.91 $ ( 0.24 ) Net income (loss) per share - Diluted $ 0.61 $ 0.76 $ 1.22 $ 0.87 $ ( 0.18 ) ___________________________________________ n/m = not meaningful. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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. Additionally, the Company has reflected Interior Products as discontinued operations for the three months ended March 31, 2021. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Certain prior period amounts have been reclassified to conform to current period presentation. The balance sheet as of March 31, 2021 has been presented for a better understanding of the impact of seasonal fluctuations on the Company’s financial condition. The three-month periods ended March 31, 2022 and 2021 each had 63 business days. On August 11, 2021, the Company’s Board of Directors approved a change in its fiscal year end from September 30 to December 31. The Company’s 2022 fiscal year began on January 1, 2022 and will end on December 31, 2022. This change better aligns the Company’s financial reporting calendar with many of its industry peers and provides internal benefits by shifting the timing of the budgeting, physical inventory, and performance review cycles away from the Company’s busiest time of year. In management’s opinion, the condensed consolidated 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 March 31, 2022 are not necessarily indicative of the results to be expected for the twelve months ending December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2021 as well as the unaudited Condensed Consolidated Financial Statements and Notes thereto contained in the Company’s Transition Report on Form 10-Q for the period from October 1, 2021 to December 31, 2021. |
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 condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates include accounts receivable, vendor incentives, inventories, purchase price allocations, goodwill and intangibles, and income taxes. Assumptions made in the development of these estimates contemplate the impact of the novel coronavirus (“COVID‑19”) on the economy and the Company’s anticipated results. Actual amounts could differ materially from these estimates. |
Business Combinations | Business Combinations The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, the Company records the assets acquired, including intangible assets that can be identified and named, and liabilities assumed based on their estimated fair values at the date of acquisition. The Company uses an income approach to determine the fair value of acquired intangible assets, specifically the multi-period excess earnings method for customer relationships and the relief from royalty method for trade names. Various Level 3 fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, customer attrition rates, discount rates, and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Transaction costs associated with acquisitions are expensed as incurred and are included as a component of selling, general and administrative expense within the condensed consolidated statements of operations. |
Recent Accounting Pronouncements-Not Yet Adopted | Recent Accounting Pronouncements—Not Yet Adopted In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, “ Business Combinations – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .” The guidance is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice. The guidance requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts, as opposed to recognizing and measuring such contract assets and liabilities at fair value on the acquisition date. The standard will be effective for business combinations that occur after January 1, 2023. Early adoption is permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which would depend on the contract assets and liabilities assumed in any future business combinations. In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” The guidance provides optional practical expedients to ease the potential burden in accounting for contract modifications and hedge accounting related to reference rate reform. In January 2021, the FASB issued ASU 2021-01, “ Reference Rate Reform (Topic 848), Scope ,” to clarify the scope of the guidance and reduce potential diversity in practice. The standard is effective as of March 12, 2020 through December 31, 2022. However, the standard is not applicable to contract modifications made, and hedging relationships entered into or evaluated after, December 31, 2022. The Company will evaluate and disclose the impact of this guidance in the period of election, as well as the nature and reason for doing so. |
Divestitures (Tables)
Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Reconciliation of Major Line Items Constituting Pretax Income (Loss) from Discontinued Operations to Net Income (Loss) from Discontinued Operations | The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the condensed consolidated statements of operations (in millions): Three Months Ended March 31, 2021 Net sales $ 109.1 Cost of products sold ( 80.3 ) Selling, general and administrative ( 21.0 ) Depreciation and amortization ( 0.2 ) Other income (loss) — Loss on sale ( 2.4 ) Pretax income (loss) from discontinued operations 5.2 Provision for (benefit from) income taxes 1.0 Net income (loss) from discontinued operations $ 4.2 |
Net Sales (Tables)
Net Sales (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 (in millions): U.S. Canada Total Three Months Ended March 31, 2022 Residential roofing products $ 835.8 $ 10.6 $ 846.4 Non-residential roofing products 457.4 30.3 487.7 Complementary building products 350.9 1.9 352.8 Total net sales $ 1,644.1 $ 42.8 $ 1,686.9 Three Months Ended March 31, 2021 Residential roofing products $ 686.1 $ 8.9 $ 695.0 Non-residential roofing products 305.9 23.8 329.7 Complementary building products 291.6 1.7 293.3 Total net sales $ 1,283.6 $ 34.4 $ 1,318.0 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 (in millions, except per share amounts; certain amounts may not recalculate due to rounding): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations $ 55.8 $ ( 10.5 ) Dividends on Preferred Stock ( 6.0 ) ( 6.0 ) Undistributed income from continuing operations allocated to participating securities ( 6.1 ) — Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted 43.7 ( 16.5 ) Net income (loss) from discontinued operations attributable to common stockholders - Basic and Diluted — 4.2 Net income (loss) attributable to common stockholders - Basic and Diluted $ 43.7 $ ( 12.3 ) Denominator: Weighted-average common shares outstanding - Basic 70.1 69.6 Effect of common share equivalents 1.2 — Weighted-average common shares outstanding - Diluted 71.3 69.6 Net income (loss) per share: Basic - Continuing operations $ 0.62 $ ( 0.24 ) Basic - Discontinued operations — 0.06 Basic net income (loss) per share $ 0.62 $ ( 0.18 ) Diluted - Continuing operations $ 0.61 $ ( 0.24 ) Diluted - Discontinued operations — 0.06 Diluted net income (loss) per share $ 0.61 $ ( 0.18 ) |
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 (in millions). 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 March 31, 2022 2021 Stock options 0.1 0.7 Preferred Stock 9.7 9.7 Equity forward contract 0.4 — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The fair values of the options granted for the three months ended March 31, 2022 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 1.92 % Expected volatility 48.89 % Expected life (in years) 5.14 Dividend yield — |
Stock Options Outstanding and Activity During the Period | The following table summarizes all stock option activity for the three months ended March 31, 2022 (in millions, except per share amounts and time periods): Options Weighted- Weighted- Aggregate 1 Balance as of December 31, 2021 1.6 $ 35.25 5.8 $ 36.2 Granted 0.2 58.98 Exercised ( 0.2 ) 37.99 Canceled/Forfeited ( 0.0 ) 49.40 Balance as of March 31, 2022 1.6 $ 37.71 6.3 $ 35.0 Vested and expected to vest after March 31, 2022 1.6 $ 37.43 6.2 $ 34.6 Exercisable as of March 31, 2022 1.1 $ 35.00 5.1 $ 26.7 _____________________________ 1. Aggregate intrinsic value represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement. |
Stock Option Grants, Vesting, and Exercises | The following table summarizes additional information on stock options (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Weighted-average fair value per share of stock options granted $ 26.49 $ — Total grant date fair value of stock options vested $ 0.1 $ 1.3 Total intrinsic value of stock options exercised $ 4.2 $ 6.5 |
Restricted Shares and Units Outstanding and Activity During the Period | The following table summarizes all RSU activity for the three months ended March 31, 2022 (in millions, except grant date fair value amounts): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2021 0.7 $ 35.99 Granted 0.7 50.99 Released ( 0.0 ) 43.63 Canceled/Forfeited ( 0.0 ) 35.54 Balance as of March 31, 2022 1.4 $ 43.33 Vested and expected to vest after March 31, 2022 1 1.5 $ 42.19 _________________________________________ 1. As of March 31, 2022 , outstanding awards with performance conditions were expected to vest at greater than 100 % of their original grant amount. |
Schedule Of Restricted Stock Units Additional Information | The following table summarizes additional information regarding RSUs (in millions, except per share amounts): Three Months Ended March 31, 2022 2021 Weighted-average fair value per share of RSUs granted $ 50.99 $ 47.44 Total grant date fair value of RSUs vested $ 1.6 $ 5.0 Total intrinsic value of RSUs released $ 0.8 $ 4.9 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 (in millions): Balance as of December 31, 2021 $ 1,777.4 Acquisitions ( 1.2 ) Translation and other adjustments 0.5 Balance as of March 31, 2022 $ 1,776.7 |
Summary of Intangible Assets | The following table summarizes intangible assets by category (in millions, except time periods): March 31, December 31, March 31, Weighted- 1 2022 2021 2021 (Years) Amortizable intangible assets: Non-compete agreements $ 0.2 $ 0.2 $ 0.2 0.2 Customer relationships 1,092.4 1,092.3 1,086.0 15.3 Trademarks 1.0 1.0 — 1.6 Total amortizable intangible assets 1,093.6 1,093.5 1,086.2 15.3 Accumulated amortization ( 703.8 ) ( 682.3 ) ( 631.0 ) Total amortizable intangible assets, net 389.8 411.2 455.2 Indefinite-lived trademarks 9.8 9.8 9.8 Total intangibles, net $ 399.6 $ 421.0 $ 465.0 __________________________________ 1. As of March 31, 2022 . |
Summary of Estimated Future Amortization | The following table summarizes the estimated future amortization expense for intangible assets (in millions): Year Ending December 31, 2022 (Apr - Dec) $ 60.2 2023 66.9 2024 53.9 2025 43.7 2026 35.2 Thereafter 129.9 Total future amortization expense $ 389.8 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Presented Net of Unamortized debt Issuance Costs and Other Financing Arrangements | The following table summarizes all outstanding debt (presented net of unamortized debt issuance costs) and other financing arrangements (in millions): March 31, December 31, March 31, 2022 2021 2021 Revolving Lines of Credit 2026 ABL: 2026 U.S. Revolver 1 145.6 — — 2026 Canada Revolver — — — Borrowings under revolving lines of credit, net $ 145.6 $ — $ — Long-term Debt, net Term Loan: 2025 Term Loan 2 $ — $ — $ 505.6 2028 Term Loan 3 977.9 979.8 — Current portion ( 10.0 ) ( 10.0 ) ( 9.7 ) Long-term borrowings under term loan 967.9 969.8 495.9 Senior Notes: 2025 Senior Notes 4 — — 1,287.2 2026 Senior Notes 5 296.9 296.8 296.2 2029 Senior Notes 6 346.4 346.3 — Long-term borrowings under senior notes 643.3 643.1 1,583.4 Long-term debt, net $ 1,611.2 $ 1,612.9 $ 2,079.3 Equipment Financing Facilities, net Equipment financing facilities 7 $ — $ — $ 1.0 Current portion — — ( 1.0 ) Long-term obligations under equipment financing, net $ — $ — $ — _______________________________ 1. Effective rate on borrowings of 2.51 % as of March 31, 2022 . 2. Interest rate of 2.36 % as of March 31, 2021 . 3. Interest rate of 2.46 % as of March 31, 2022 and December 31, 2021 . 4. Interest rate of 4.875 % as of March 31, 2021 . 5. Interest rate of 4.50 % for all periods presented. 6. Interest rate of 4.125 % as of March 31, 2022 and December 31, 2021 . 7. Fixed interest rates ranging from 2.33 % to 2.89 % as of March 31, 2021 . |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Components of Operating Lease Costs Recognized in Condensed Consolidated Statements of Operations Amounts Include Both Continuing and Discontinued Operations | The following table summarizes components of lease costs recognized in the condensed consolidated statements of operations (in millions; amounts include both continuing and discontinued operations): Three Months Ended March 31, 2022 2021 Operating lease costs $ 27.5 $ 26.8 Finance lease costs: Amortization of right-of-use assets 2.7 1.2 Interest on lease obligations 0.4 0.1 Variable lease costs 2.2 2.4 Total lease costs $ 32.8 $ 30.5 |
Summary of Supplemental Cash Flow Information Related to Leases | The following table presents supplemental cash flow information related to the Company's leases (in millions): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in measurement of lease obligations: Operating cash flows from operating leases $ 25.8 $ 24.6 Operating cash flows from finance leases $ 0.4 $ 0.1 Financing cash flows from finance leases $ 2.3 $ 0.8 Right-of-use assets obtained in exchange for new finance lease liabilities $ 20.1 $ 9.0 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11.6 $ 6.9 |
Summary of Future Lease Payments | The following table summarizes future lease payments as of March 31, 2022 (in millions): Year Ending December 31, Operating Leases Finance Leases 2022 (Apr - Dec) $ 77.7 $ 8.4 2023 96.4 11.0 2024 81.2 10.9 2025 60.9 10.6 2026 47.7 9.0 Thereafter 107.2 5.3 Total future lease payments 471.1 55.2 Imputed interest ( 48.2 ) ( 4.9 ) Total lease liabilities $ 422.9 $ 50.3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the components of, and changes in, accumulated other comprehensive loss (in millions): Foreign Derivative Currency Financial AOCI Balance as of December 31, 2021 $ ( 15.3 ) $ ( 4.1 ) $ ( 19.4 ) Other comprehensive income before reclassifications 1.5 7.8 9.3 Balance as of March 31, 2022 $ ( 13.8 ) $ 3.7 $ ( 10.1 ) |
Geographic Data (Tables)
Geographic Data (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Information | The following table summarizes certain geographic information (in millions): March 31, December 31, March 31, 2022 2021 2021 Long-lived assets: U.S. $ 662.9 $ 666.5 $ 670.3 Canada 9.9 9.9 10.2 Total long-lived assets $ 672.8 $ 676.4 $ 680.5 |
Financial Derivatives (Tables)
Financial Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 within the condensed consolidated statements of operations. The following table summarizes the combined fair values, net of tax, of the interest rate derivative instruments (in millions): Net Assets (Liabilities) as of March 31, December 31, March 31, Instrument Fair Value Hierarchy 2022 2021 2021 Designated interest rate swaps 1 Level 2 $ 3.7 $ ( 4.1 ) $ ( 10.0 ) _______________________ 1. Assets are included in the condensed 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 millions): Three Months Ended March 31, Instrument 2022 2021 Designated interest rate swaps $ 7.8 $ 3.3 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Data [Abstract] | |
Summary of Unaudited Quarterly Data | The following table sets forth certain unaudited quarterly data for 2022 and 2021, which, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of this data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends (in millions, except per share amounts): Three Months Ended March 31, December 31, September 30, June 30, March 31, Net sales $ 1,686.9 $ 1,754.9 $ 1,875.4 $ 1,872.1 $ 1,318.0 % of fiscal year’s net sales n/m 25.7 % 27.5 % 27.5 % 19.3 % Gross profit $ 439.5 $ 461.6 $ 507.8 $ 517.4 $ 332.8 % of fiscal year’s gross profit n/m 25.4 % 27.9 % 28.4 % 18.3 % Net income (loss) from continuing operations $ 55.8 $ 68.1 $ 104.5 $ 79.8 $ ( 10.5 ) Net income (loss) $ 55.8 $ 68.0 $ 104.8 $ 76.5 $ ( 6.3 ) Net income (loss) attributable to common stockholders $ 49.8 $ 62.0 $ 98.8 $ 70.5 $ ( 12.3 ) Net income (loss) from continuing operations per share - Basic $ 0.62 $ 0.78 $ 1.23 $ 0.93 $ ( 0.24 ) Net income (loss) per share - Basic $ 0.62 $ 0.78 $ 1.24 $ 0.89 $ ( 0.18 ) Net income (loss) from continuing operations per share - Diluted $ 0.61 $ 0.76 $ 1.21 $ 0.91 $ ( 0.24 ) Net income (loss) per share - Diluted $ 0.61 $ 0.76 $ 1.22 $ 0.87 $ ( 0.18 ) ___________________________________________ n/m = not meaningful. |
Company Overview - Additional I
Company Overview - Additional Information (Detail) $ in Millions | Feb. 10, 2021USD ($) | Mar. 31, 2022StateProvince | Mar. 31, 2021USD ($) | |
Company Overview [Line Items] | ||||
Date of incorporation | Aug. 22, 1997 | |||
Proceeds from sale of business | [1] | $ 837 | ||
Stock Purchase Agreement [Member] | Interior Products [Member] | ASP Sailor Acquisition Corp [Member] | ||||
Company Overview [Line Items] | ||||
Proceeds from sale of business | $ 850 | |||
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 | |||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) | Oct. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Jan. 01, 2022USD ($) | Nov. 01, 2021USD ($)Location | Mar. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||||||
Business acquisitions purchase price allocation goodwill amount | $ 1,777.4 | $ 1,776.7 | $ 1,777.4 | $ 1,761.3 | |||
Midway Sales & Distributing, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||
Number of business locations acquired | Location | 10 | ||||||
Business acquisition, sales reported by acquired entity for last annual period | $ 130 | ||||||
Business acquisitions purchase price allocation goodwill amount | $ 28.7 | ||||||
Business acquisition, goodwill, tax deductible amount | $ 28.7 | ||||||
Business acquisitions purchase price allocation intangible assets other than goodwill | 38.5 | ||||||
Transaction costs | $ 0.4 | ||||||
Crabtree Siding and Supply [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||
Business acquisition, sales reported by acquired entity for last annual period | $ 1 | ||||||
Business acquisitions purchase price allocation goodwill amount | $ 0.2 | ||||||
Lowry's Inc [Member] | Selling, General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Gain resulting from release of indemnity holdback liability | $ 0.9 |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) | Feb. 10, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | [1] | $ 837,000,000 | |||
Loss on sale | [1] | (2,400,000) | |||
Assets held for sale | $ 0 | 0 | $ 0 | ||
Liabilities held for sale | 0 | $ 0 | $ 0 | ||
Solar Products [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Loss on sale | (22,300,000) | ||||
Stock Purchase Agreement [Member] | Interior Products [Member] | FBM [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 850,000,000 | ||||
Adjusted purchase price | 842,700,000 | ||||
Final purchase consideration received | $ 6,600,000 | ||||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. |
Divestitures - Schedule of Reco
Divestitures - Schedule of Reconciliation of Major Line Items Constituting Pretax Income (Loss) from Discontinued Operations to Net Income (Loss) from Discontinued Operations (Detail) - Interior Products [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Disposal Group Including Discontinued Operation Income Statement Disclosures [Line Items] | |
Net sales | $ 109.1 |
Cost of products sold | (80.3) |
Selling, general and administrative | (21) |
Depreciation and amortization | (0.2) |
Loss on sale | (2.4) |
Pretax income (loss) from discontinued operations | 5.2 |
Provision for (benefit from) income taxes | 1 |
Net income (loss) from discontinued operations | $ 4.2 |
Net Sales - Summary of Net Sale
Net Sales - Summary of Net Sales by Product Line and Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Net sales | $ 1,686.9 | $ 1,754.9 | $ 1,875.4 | $ 1,872.1 | $ 1,318 |
Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 846.4 | 695 | |||
Non-Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 487.7 | 329.7 | |||
Complementary Building Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 352.8 | 293.3 | |||
U.S. [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 1,644.1 | 1,283.6 | |||
U.S. [Member] | Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 835.8 | 686.1 | |||
U.S. [Member] | Non-Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 457.4 | 305.9 | |||
U.S. [Member] | Complementary Building Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 350.9 | 291.6 | |||
Canada [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 42.8 | 34.4 | |||
Canada [Member] | Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 10.6 | 8.9 | |||
Canada [Member] | Non-Residential Roofing Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | 30.3 | 23.8 | |||
Canada [Member] | Complementary Building Products [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Net sales | $ 1.9 | $ 1.7 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Preferred stock, issuance | 0 | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Allied Acquisition [Member] | Investment Agreement [Member] | Series A Cumulative Convertible Participating Preferred Stock [Member] | ||||
Preferred stock, issuance | 400,000 | |||
Preferred stock, par value | $ 0.01 | |||
Preferred stock, liquidation preference value | $ 400,000,000 | |||
Preferred stock, liquidation purchase price 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 |
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 Millions | 3 Months Ended | |||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | ||||
Numerator: | ||||||||
Net income (loss) from continuing operations | $ 55.8 | $ 68.1 | $ 104.5 | $ 79.8 | $ (10.5) | |||
Dividends on Preferred Stock | (6) | (6) | ||||||
Undistributed income from continuing operations allocated to participating securities | (6.1) | |||||||
Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted | 43.7 | (16.5) | ||||||
Net income (loss) from discontinued operations attributable to common stockholders - Basic and Diluted | 4.2 | |||||||
Net income (loss) attributable to common stockholders - Basic and Diluted | $ 43.7 | $ (12.3) | ||||||
Denominator: | ||||||||
Weighted-average common shares outstanding - Basic | [1] | 70,100,000 | 69,600,000 | |||||
Effect of common share equivalents | 1,200,000 | |||||||
Weighted-average common shares outstanding - Diluted | [1] | 71,300,000 | 69,600,000 | |||||
Net income (loss) per share: | ||||||||
Basic - Continuing operations | $ 0.62 | [1] | $ 0.78 | $ 1.23 | $ 0.93 | $ (0.24) | [1] | |
Basic - Discontinued operations | [1] | 0.06 | ||||||
Basic net income (loss) per share | 0.62 | [1] | 0.78 | 1.24 | 0.89 | (0.18) | [1] | |
Diluted - Continuing operations | 0.61 | [1] | 0.76 | 1.21 | 0.91 | (0.24) | [1] | |
Diluted - Discontinued operations | [1] | 0.06 | ||||||
Diluted net income (loss) per share | $ 0.61 | [1] | $ 0.76 | $ 1.22 | $ 0.87 | $ (0.18) | [1] | |
[1] | See Note 6 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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | 9,700,000 | 9,700,000 |
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 | 100,000 | 700,000 |
Equity Forward Contract [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 | 400,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ in Millions | Feb. 11, 2020shares | Mar. 31, 2022USD ($)Employeeshares | Mar. 31, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation number of additional shares authorized | shares | 4,850,000 | ||
Stock-based compensation number of shares authorized | shares | 3,807,646 | ||
Annual grants to employees | shares | 200,000 | ||
Restricted Stock Unit Award with Performance Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 100.00% | ||
Restricted Stock Unit Award with Market Conditions [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 | $ | $ 0.8 | $ 1.2 | |
Unrecognized compensation cost related to unvested stock | $ | $ 7.6 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 3 months 18 days | ||
Phantom Share Units (PSUs) [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 0.00% | ||
Phantom Share Units (PSUs) [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 200.00% | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $ | $ 4.3 | $ 3 | |
Unrecognized compensation cost related to unvested stock | $ | $ 42.5 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 3 months 18 days | ||
Ambition 2025 Strategic Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of employees eligible for annual grand | Employee | 115 | ||
Annual grants to employees | shares | 400,000 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.92% |
Expected volatility | 48.89% |
Expected life (in years) | 5 years 1 month 20 days |
Dividend yield | 0.00% |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options Outstanding and Activity During the Period (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding | ||
Balance as of December 31, 2021 | 1,600,000 | |
Granted | 200,000 | |
Exercised | (200,000) | |
Canceled/Forfeited | 0 | |
Balance as of March 31, 2022 | 1,600,000 | 1,600,000 |
Vested and expected to vest after March 31, 2022 | 1,600,000 | |
Exercisable as of March 31, 2022 | 1,100,000 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 35.25 | |
Granted | 58.98 | |
Exercised | 37.99 | |
Canceled/Forfeited | 49.40 | |
Ending Balance | 37.71 | $ 35.25 |
Vested and expected to vest after March 31, 2022 | 37.43 | |
Exercisable as of March 31, 2022 | $ 35 | |
Weighted-Average Remaining Contractual Life | ||
Balance | 6 years 3 months 18 days | 5 years 9 months 18 days |
Vested and expected to vest after March 31, 2022 | 6 years 2 months 12 days | |
Exercisable as of March 31, 2022 | 5 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Balance | $ 35 | $ 36.2 |
Vested and expected to vest after March 31, 2022 | 34.6 | |
Exercisable as of March 31, 2022 | $ 26.7 |
Stock-based compensation - St_2
Stock-based compensation - Stock Option Grants, Vesting, and Exercises (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-average fair value per share of stock options granted | $ 26.49 | |
Total grant date fair value of stock options vested | $ 0.1 | $ 1.3 |
Total intrinsic value of stock options exercised | $ 4.2 | $ 6.5 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted - Average Grant Date Fair Value | ||
Granted | $ 50.99 | $ 47.44 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding | ||
Balance as of December 31, 2021 | 700,000 | |
Granted | 700,000 | |
Released | 0 | |
Canceled/Forfeited | 0 | |
Balance as of March 31, 2022 | 1,400,000 | |
Vested and expected to vest after March 31, 2022 | 1,500,000 | |
Weighted - Average Grant Date Fair Value | ||
Balance as of December 31, 2021 | $ 35.99 | |
Granted | 50.99 | |
Released | 43.63 | |
Canceled/Forfeited | 35.54 | |
Balance as of March 31, 2022 | 43.33 | |
Vested and expected to vest after March 31, 2022 | $ 42.19 |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Parenthetical) (Detail) | Mar. 31, 2022 |
Performance Conditions [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares expected to be vested | 100.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Restricted Stock Units Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-average fair value per share of RSUs granted | $ 50.99 | $ 47.44 |
Total grant date fair value of RSUs vested | $ 1.6 | $ 5 |
Total intrinsic value of RSUs released | $ 0.8 | $ 4.9 |
Share Repurchase Program - Addi
Share Repurchase Program - Additional Information (Detail) - USD ($) | Mar. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 10, 2022 | Feb. 24, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of shares | 0 | |||||
Aggregate purchase price | [1] | $ 113,000,000 | ||||
Common Stock [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of shares | [2] | 1,900,000 | ||||
Repurchase Program [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Remaining repurchase amount | $ 362,100,000 | |||||
Repurchase Program [Member] | Maximum [Member] | Common Stock [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of common stock | $ 500,000,000 | |||||
ASR Agreement [Member] | Common Stock [Member] | Unsettled Equity Forward Contact | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Remaining repurchase amount | $ 25,000,000 | |||||
ASR Agreement [Member] | Citi [Member] | Common Stock [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of common stock | $ 125,000,000 | |||||
Initial shares received under accelerated share repurchases | 1,689,189 | |||||
Percentage of expected share repurchases on closing price of common stock | 80.00% | |||||
Closing price | $ 59.20 | |||||
Open Market [Member] | Common Stock [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of shares | 221,658 | |||||
Repurchase share average price | $ 57.98 | |||||
Aggregate purchase price | $ 12,900,000 | |||||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | |||||
[2] | See Note 8 for additional information. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 1,777.4 |
Acquisitions | (1.2) |
Translation and other adjustments | 0.5 |
Ending balance | $ 1,776.7 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | ||
Finite Lived Intangible Assets [Line Items] | ||||
Amortizable intangible assets | $ 1,093.6 | $ 1,093.5 | $ 1,086.2 | |
Accumulated amortization | (703.8) | (682.3) | (631) | |
Total amortizable intangible assets, net | 389.8 | 411.2 | 455.2 | |
Indefinite-lived trademarks | 9.8 | 9.8 | 9.8 | |
Total intangibles, net | $ 399.6 | 421 | 465 | |
Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | [1] | 15 years 3 months 18 days | ||
Noncompete Agreements [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortizable intangible assets | $ 0.2 | 0.2 | 0.2 | |
Noncompete Agreements [Member] | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | [1] | 2 months 12 days | ||
Customer Relationships [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortizable intangible assets | $ 1,092.4 | 1,092.3 | $ 1,086 | |
Customer Relationships [Member] | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | [1] | 15 years 3 months 18 days | ||
Trademarks [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortizable intangible assets | $ 1 | $ 1 | ||
Trademarks [Member] | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | [1] | 1 year 7 months 6 days | ||
[1] | As of March 31, 2022 . |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
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 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 (Apr - Dec) | $ 60.2 | ||
2023 | 66.9 | ||
2024 | 53.9 | ||
2025 | 43.7 | ||
2026 | 35.2 | ||
Thereafter | 129.9 | ||
Total amortizable intangible assets, net | $ 389.8 | $ 411.2 | $ 455.2 |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt Instruments (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Jan. 02, 2018 | ||||
Debt Instrument [Line Items] | |||||||||
Borrowings under revolving lines of credit/term loans, net | $ 145,600,000 | ||||||||
Long-term borrowings under senior notes | 643,300,000 | $ 643,100,000 | $ 1,583,400,000 | ||||||
Long-term debt, net | 1,611,200,000 | 1,612,900,000 | 2,079,300,000 | ||||||
Equipment financing facilities | [1] | 1,000,000 | |||||||
2025 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior Notes | [2] | 1,287,200,000 | |||||||
2026 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior Notes | [3] | 296,900,000 | 296,800,000 | 296,200,000 | |||||
2029 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior Notes | 346,400,000 | [4] | 346,300,000 | [3] | |||||
Equipment Financing Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Current portion | 0 | 0 | 1,000,000 | ||||||
Revolving Lines of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under revolving lines of credit/term loans, net | 145,600,000 | ||||||||
Revolving Lines of Credit [Member] | 2026 Revolver | U.S. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total Borrowings under revolving lines of credit/term loans | [5] | 145,600,000 | |||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under revolving lines of credit/term loans, net | 967,900,000 | 969,800,000 | 495,900,000 | ||||||
Current portion | (10,000,000) | (10,000,000) | (9,700,000) | ||||||
Term Loan [Member] | 2025 Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total Borrowings under revolving lines of credit/term loans | $ 505,600,000 | [6] | $ 970,000,000 | ||||||
Term Loan [Member] | 2028 Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total Borrowings under revolving lines of credit/term loans | $ 977,900,000 | [7] | $ 979,800,000 | [7] | $ 1,000,000,000 | ||||
[1] | Fixed interest rates ranging from 2.33 % to 2.89 % as of March 31, 2021 . | ||||||||
[2] | Interest rate of 4.875 % as of March 31, 2021 . | ||||||||
[3] | Interest rate of 4.50 % for all periods presented. | ||||||||
[4] | Interest rate of 4.125 % as of March 31, 2022 and December 31, 2021 . | ||||||||
[5] | Effective rate on borrowings of 2.51 % as of March 31, 2022 . | ||||||||
[6] | Interest rate of 2.36 % as of March 31, 2021 . | ||||||||
[7] | Interest rate of 2.46 % as of March 31, 2022 and December 31, 2021 . |
Financing Arrangements - Long_2
Financing Arrangements - Long-term Debt Instruments (Parenthetical) (Detail) | May 19, 2021 | May 10, 2021 | Jan. 02, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Oct. 25, 2017 |
Equipment Financing Facilities [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Equipment financing facilities, fixed interest rate percentage | 2.33% | ||||||
Equipment Financing Facilities [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Equipment financing facilities, fixed interest rate percentage | 2.89% | ||||||
2025 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 4.875% | 4.875% | |||||
Debt instrument maturity year | 2025 | ||||||
2026 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 4.50% | 4.50% | 4.50% | ||||
Debt instrument maturity date | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | ||||
2029 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 4.125% | 4.125% | 4.125% | ||||
Debt instrument maturity date | May 15, 2029 | May 15, 2029 | May 15, 2029 | ||||
Revolving Lines of Credit [Member] | 2026 ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | May 19, 2026 | ||||||
Revolving Lines of Credit [Member] | 2026 ABL Facility [Member] | U.S. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, interest rate at period end | 2.51% | ||||||
Line of credit facility, expiration date | May 19, 2026 | ||||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 2.36% | ||||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | |||||
Term Loan [Member] | 2028 Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate at period end | 2.46% | 2.46% | |||||
Debt instrument maturity date | May 19, 2028 | May 19, 2028 |
Financing Arrangements - 2021 D
Financing Arrangements - 2021 Debt Refinancing - Additional Information (Detail) - USD ($) | May 19, 2021 | Mar. 31, 2021 | [1] | Mar. 31, 2022 | [2] | Dec. 31, 2021 | [2] | May 31, 2021 | May 10, 2021 | Jan. 02, 2018 |
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 3,570,000,000 | |||||||||
Loss on extinguishment of debt | $ (50,700,000) | $ (9,500,000) | ||||||||
Capitalized debt issuance costs | 29,000,000 | |||||||||
Senior Notes, Matures May 2029 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, aggregate principal amount | $ 350,000,000 | $ 350,000,000 | ||||||||
Redemption of senior debt | $ 1,300,000,000 | |||||||||
Debt redemption price percentage of principal amount | 102.438% | |||||||||
Debt instrument, redemption description | On May 19, 2021, the Company used the net proceeds from the 2029 Senior Notes offering, together with cash on hand and borrowings under the New Senior Secured Credit Facilities, to redeem all $1.30 billion aggregate principal amount outstanding of the 2025 Senior Notes (as defined below) at a redemption price of 102.438%, to refinance all outstanding borrowings under the 2025 Term Loan | |||||||||
2026 ABL Facility [Member] | Revolving Lines of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,300,000,000 | 1,300,000,000 | ||||||||
2028 Term Loan [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term line of credit | $ 977,900,000 | $ 979,800,000 | $ 1,000,000,000 | |||||||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | |||||||||
[2] | Interest rate of 2.46 % as of March 31, 2022 and December 31, 2021 . |
Financing Arrangements - 2029 S
Financing Arrangements - 2029 Senior Notes - Additional Information (Detail) - Senior Notes, Matures May 2029 [Member] - USD ($) | May 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | ||
Debt Instrument [Line Items] | ||||||
Debt instrument, aggregate principal amount | $ 350,000,000 | $ 350,000,000 | ||||
Debt instrument interest rate | 4.125% | 4.125% | 4.125% | |||
Debt instrument, issue price percentage | 100.00% | |||||
Debt instrument maturity date | May 15, 2029 | May 15, 2029 | May 15, 2029 | |||
Debt instrument, interest payable commencement date | Nov. 15, 2021 | |||||
Unamortized debt issuance costs | $ 3,600,000 | |||||
Senior notes payable | $ 346,400,000 | [1] | $ 346,300,000 | [2] | ||
[1] | Interest rate of 4.125 % as of March 31, 2022 and December 31, 2021 . | |||||
[2] | Interest rate of 4.50 % for all periods presented. |
Financing Arrangements - 2026 A
Financing Arrangements - 2026 ABL - Additional Information (Detail) - USD ($) | May 19, 2021 | Mar. 31, 2022 | May 31, 2021 | Jan. 02, 2018 |
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 3,570,000,000 | |||
Borrowings under revolving lines of credit/term loans, net | $ 145,600,000 | |||
Revolving Lines of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowings under revolving lines of credit/term loans, net | $ 145,600,000 | |||
Revolving Lines of Credit [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,300,000,000 | $ 1,300,000,000 | ||
Debt instrument maturity date | May 19, 2026 | |||
Line of credit facility, unused fees | 0.20% | |||
Fixed charge coverage ratio | 1.00% | |||
Debt instrument covenant compliance | The 2026 ABL contains a springing financial covenant that requires a minimum 1.00 : 1.00 Fixed Charge Coverage Ratio (consolidated EBITDA less capital expenditures to fixed charges, each as defined in the 2026 ABL credit agreement) as of the end of each fiscal quarter (in each case, calculated on a trailing four fiscal quarter basis). The covenant would become operative if the Company failed to maintain a specified minimum amount of availability to borrow under the 2026 ABL, which was not applicable to the Company as of March 31, 2022. | |||
Unamortized debt issuance costs | $ 6,900,000 | |||
Standby letters of credit outstanding | 145,600,000 | |||
Revolving Lines of Credit [Member] | U.S. [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,250,000,000 | |||
Standby letters of credit outstanding | $ 12,800,000 | |||
Revolving Lines of Credit [Member] | Canada [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||
Base Rate [Member] | Revolving Lines of Credit [Member] | Minimum [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Base rate borrowings | 0.25% | |||
Base Rate [Member] | Revolving Lines of Credit [Member] | Maximum [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Base rate borrowings | 0.75% | |||
LIBOR [Member] | Revolving Lines of Credit [Member] | Minimum [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Base rate borrowings | 1.25% | |||
LIBOR [Member] | Revolving Lines of Credit [Member] | Maximum [Member] | 2026 ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Base rate borrowings | 1.75% |
Financing Arrangements - 2028 T
Financing Arrangements - 2028 Term Loan - Additional Information (Details) - Term Loan [Member] - Term Loan, Matures 2028 [Member] - USD ($) $ in Millions | May 19, 2021 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 1,000 | $ 977.9 |
Debt instrument, frequency of periodic payment | quarterly | |
Debt Instrument, Periodic Payment | $ 2.5 | |
Debt instrument maturity date | May 19, 2028 | |
Unamortized debt issuance costs | $ 14.6 | |
Base Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Base rate borrowings | 1.25% | |
Base Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Base rate borrowings | 1.50% | |
LIBOR [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Base rate borrowings | 2.25% | |
LIBOR [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Base rate borrowings | 2.50% |
Financing Arrangements - 2026 S
Financing Arrangements - 2026 Senior Notes - Additional Information (Detail) - USD ($) | May 19, 2021 | Oct. 28, 2019 | Oct. 09, 2019 | Jan. 02, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | ||
Debt Instrument [Line Items] | |||||||||
Loss on debt extinguishment | $ 50,700,000 | $ 9,500,000 | [1] | ||||||
Payments of debt issuance costs | $ 65,300,000 | ||||||||
Senior Notes, Matures October 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, aggregate principal amount | $ 300,000,000 | ||||||||
Debt instrument interest rate | 4.50% | ||||||||
Debt instrument, issue price percentage | 100.00% | ||||||||
Debt instrument maturity date | Nov. 15, 2026 | ||||||||
Debt instrument, interest payable commencement date | May 15, 2020 | ||||||||
Senior Notes, Matures November 2026 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument interest rate | 4.50% | 4.50% | 4.50% | ||||||
Debt instrument maturity date | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | ||||||
Redemption of senior debt | $ 300,000,000 | ||||||||
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 Company’s 6.375% Senior Notes due 2023 | ||||||||
Payments of debt issuance costs | $ 4,700,000 | ||||||||
Unamortized debt issuance costs | $ 3,100,000 | ||||||||
Senior notes payable | [2] | $ 296,900,000 | $ 296,800,000 | $ 296,200,000 | |||||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | ||||||||
[2] | Interest rate of 4.50 % for all periods presented. |
Financing Arrangements - Financ
Financing Arrangements - Financing - Allied Acquisition - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Mar. 31, 2021 | [1] |
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 3,570,000,000 | ||
Payments of debt issuance costs | 65,300,000 | ||
Senior Notes, Matures 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 | $ 505,600,000 | |
[1] | Interest rate of 2.36 % as of March 31, 2021 . |
Financing Arrangements - 2023 A
Financing Arrangements - 2023 ABL - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | May 19, 2021 |
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 3,570,000,000 | |
Revolving Lines of Credit [Member] | 2023 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 1,300,000,000 | |
Debt instrument maturity date | Jan. 2, 2023 | |
Unamortized debt issuance costs | $ 800,000 | |
Standby letters of credit outstanding | $ 0 | |
Revolving Lines of Credit [Member] | U.S. [Member] | 2023 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 1,250,000,000 | |
Revolving Lines of Credit [Member] | Canada [Member] | 2023 ABL [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 |
Financing Arrangements - 2025 T
Financing Arrangements - 2025 Term Loan - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 19, 2021 | ||
Debt Instrument [Line Items] | |||||||
Additional principal payment | [1] | $ 143,500,000 | $ 157,000,000 | ||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 970,000,000 | $ 505,600,000 | [2] | ||||
Debt instrument, frequency of periodic payment | quarterly | ||||||
Debt Instrument, Periodic Payment | $ 2,400,000 | ||||||
Debt instrument maturity date | Jan. 2, 2025 | Jan. 2, 2025 | |||||
Additional principal payment | $ 423,900,000 | ||||||
Unamortized debt issuance costs | $ 9,500,000 | $ 1,100,000 | |||||
Debt instrument, Remaining principal payment | $ 517,000,000 | ||||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Base rate borrowings | 1.25% | ||||||
Term Loan [Member] | Term Loan, Matures January 2025 [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Base rate borrowings | 2.25% | ||||||
[1] | Unless otherwise noted, amounts include both continuing and discontinued operations. | ||||||
[2] | Interest rate of 2.36 % as of March 31, 2021 . |
Financing Arrangements - 2025 S
Financing Arrangements - 2025 Senior Notes - Additional Information (Detail) - Senior Notes, Matures 2025 [Member] - USD ($) | May 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 25, 2017 |
Debt Instrument [Line Items] | ||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | |||
Debt instrument interest rate | 4.875% | 4.875% | ||
Debt instrument, issue price percentage | 100.00% | |||
Debt instrument, redemption description | On May 19, 2021, in conjunction with the 2021 Debt Refinancing, the Company redeemed all $1.30 billion aggregate principal amount outstanding of the 2025 Senior Notes at a redemption price of 102.438% plus accrued interest | |||
Redemption of senior debt | $ 1,300,000,000 | |||
Debt redemption price percentage of principal amount | 102.438% | |||
Unamortized debt issuance costs | $ 12,500,000 |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs Recognized in Condensed Consolidated Statements of Operations Amounts Include Both Continuing and Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 27.5 | $ 26.8 |
Amortization of right-of-use assets | 2.7 | 1.2 |
Interest on lease obligations | 0.4 | 0.1 |
Variable lease costs | 2.2 | 2.4 |
Total lease costs | $ 32.8 | $ 30.5 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Paid For Amounts Included In Measurement Of Lease Obligations [Abstract] | ||
Operating cash flows from operating leases | $ 25.8 | $ 24.6 |
Operating cash flows from finance leases | 0.4 | 0.1 |
Financing cash flows from finance leases | 2.3 | 0.8 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 20.1 | 9 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 11.6 | $ 6.9 |
Leases - Additional Information
Leases - Additional Information (Detail) | Mar. 31, 2022 |
Leases [Abstract] | |
Operating lease, weighted-average remaining lease term | 6 years |
Operating lease, weighted-average discount rate | 3.66% |
Financing lease, weighted-average remaining lease term | 5 years 2 months 12 days |
Financing lease, weighted-average discount rate | 3.85% |
Leases - Summary of Future Leas
Leases - Summary of Future Lease Payments (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 (Apr - Dec) | $ 77.7 |
2023 | 96.4 |
2024 | 81.2 |
2025 | 60.9 |
2026 | 47.7 |
Thereafter | 107.2 |
Total future lease payments | 471.1 |
Imputed interest | (48.2) |
Operating Lease, Liability | 422.9 |
Finance Leases | |
2022 (Apr - Dec) | 8.4 |
2023 | 11 |
2024 | 10.9 |
2025 | 10.6 |
2026 | 9 |
Thereafter | 5.3 |
Total future lease payments | 55.2 |
Imputed interest | (4.9) |
Total lease liabilities | $ 50.3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Reclassification out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | $ 1,812.4 | $ 1,544.8 | |
Other comprehensive income before reclassifications | 9.3 | 4.4 | |
Balance | 1,745.8 | 1,553.3 | |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | (15.3) | ||
Other comprehensive income before reclassifications | 1.5 | ||
Balance | (13.8) | ||
Derivative Financial Instruments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | (4.1) | ||
Other comprehensive income before reclassifications | 7.8 | ||
Balance | 3.7 | ||
AOCI [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance | [1] | (19.4) | (29.2) |
Other comprehensive income before reclassifications | 9.3 | ||
Balance | [1] | $ (10.1) | $ (24.8) |
[1] | Accumulated Other Comprehensive Income (Loss) ("AOCI"). |
Geographic Data - Schedule Of G
Geographic Data - Schedule Of Geographic Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 672.8 | $ 676.4 | $ 680.5 |
U.S. [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 662.9 | 666.5 | 670.3 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 9.9 | $ 9.9 | $ 10.2 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - Fair Value, Inputs, Level 2 [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2026 |
2029 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2029 |
Carrying Value [Member] | 2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 300 |
Carrying Value [Member] | 2029 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 350 |
Fair Value [Member] | 2026 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | 299.3 |
Fair Value [Member] | 2029 Senior Notes [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 324.6 |
Financial Derivatives - Additio
Financial Derivatives - Additional Information (Detail) | Sep. 11, 2019USD ($)Agreement | Mar. 31, 2022USD ($) |
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 | $ 4,100,000 | |
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 | $ 400,000 | |
2028 Term Loan [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 500,000,000 |
Financial Derivatives - Summary
Financial Derivatives - Summary of Combined Fair Values, Net of Tax of Interest Rate Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
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] | $ 3.7 | $ (4.1) | $ (10) |
[1] | Assets are included in the condensed 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) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Gain (loss) on interest rate derivative instruments recognized in other comprehensive income | $ 7.8 | $ 3.4 |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Gain (loss) on interest rate derivative instruments recognized in other comprehensive income | $ 7.8 | $ 3.3 |
Quarterly Financial Data - Summ
Quarterly Financial Data - Summary of Unaudited Quarterly Data (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |||
Quarterly Financial Data [Abstract] | |||||||
Net sales | $ 1,686.9 | $ 1,754.9 | $ 1,875.4 | $ 1,872.1 | $ 1,318 | ||
% of fiscal year's net sales | 25.70% | 27.50% | 27.50% | 19.30% | |||
Gross profit | 439.5 | $ 461.6 | $ 507.8 | $ 517.4 | $ 332.8 | ||
% of fiscal year's gross profit | 25.40% | 27.90% | 28.40% | 18.30% | |||
Net income (loss) from continuing operations | 55.8 | $ 68.1 | $ 104.5 | $ 79.8 | $ (10.5) | ||
Net income (loss) | 55.8 | 68 | 104.8 | 76.5 | (6.3) | ||
Net income (loss) attributable to common stockholders | $ 49.8 | $ 62 | $ 98.8 | $ 70.5 | $ (12.3) | ||
Net income (loss) from continuing operations per share - basic | $ 0.62 | [1] | $ 0.78 | $ 1.23 | $ 0.93 | $ (0.24) | [1] |
Net income (loss) per share - basic | 0.62 | [1] | 0.78 | 1.24 | 0.89 | (0.18) | [1] |
Net income (loss) from continuing operations per share - diluted | 0.61 | [1] | 0.76 | 1.21 | 0.91 | (0.24) | [1] |
Net income (loss) per share - diluted | $ 0.61 | [1] | $ 0.76 | $ 1.22 | $ 0.87 | $ (0.18) | [1] |
[1] | See Note 6 for detailed calculations and further discussion. |