Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Feb. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | BEACON ROOFING SUPPLY INC | |
Entity Central Index Key | 1,124,941 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | BECN | |
Entity Common Stock, Shares Outstanding | 59,233,194 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 32,210 | $ 45,661 | $ 23,337 |
Accounts receivable, less allowance of $8,871, $6,298 and $8,138 at December 31, 2015, September 30, 2015 and December 31, 2014, respectively | 489,172 | 399,732 | 269,383 |
Inventories, net | 466,063 | 320,999 | 314,670 |
Prepaid expenses and other current assets | 150,384 | 97,928 | 76,975 |
Deferred income taxes | 31,938 | 2,309 | 14,629 |
Total current assets | 1,169,767 | 866,629 | 698,994 |
Property and equipment, net | 145,607 | 90,405 | 88,303 |
Goodwill | 1,162,111 | 496,415 | 489,325 |
Intangibles, net | 487,477 | 87,055 | 97,273 |
Other assets, net | 1,270 | 1,233 | 10,916 |
TOTAL ASSETS | 2,966,232 | 1,541,737 | 1,384,811 |
Current liabilities: | |||
Accounts payable | 347,205 | 244,891 | 163,367 |
Accrued expenses | 151,547 | 124,794 | 72,738 |
Borrowings under revolver lines of credit | 0 | 11,240 | 23,289 |
Current portion of long-term obligations | 14,287 | 16,320 | 16,689 |
Total current liabilities | 513,039 | 397,245 | 276,083 |
Long-term debt, net of current portion | 722,888 | 170,200 | 180,657 |
Borrowings under revolver lines of credit | 343,225 | 0 | 0 |
Deferred income taxes | 132,605 | 68,809 | 64,165 |
Long-term obligations under equipment financing and other, net of current portion | 43,322 | 22,367 | 34,112 |
Total liabilities | $ 1,755,079 | $ 658,621 | $ 555,017 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock (voting); $.01 par value; 100,000,000 shares authorized: 59,192,132 issued and outstanding at December 31, 2015; 49,790,743 issued and outstanding at September 30, 2015; and 49,476,380 issued and outstanding at December 31, 2014 | $ 591 | $ 497 | $ 494 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 668,828 | 345,934 | 331,068 |
Retained earnings | 564,523 | 557,405 | 508,035 |
Accumulated other comprehensive loss | (22,789) | (20,720) | (9,803) |
Total stockholders' equity | 1,211,153 | 883,116 | 829,794 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,966,232 | $ 1,541,737 | $ 1,384,811 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances | $ 8,871 | $ 6,298 | $ 8,138 |
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 | 59,192,132 | 49,790,743 | 49,476,380 |
Common Stock (voting), outstanding | 59,192,132 | 49,790,743 | 49,476,380 |
Undesignated Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Undesignated Preferred Stock, issued | 0 | 0 | 0 |
Undesignated Preferred Stock, outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 976,480 | $ 596,042 |
Cost of products sold | 743,292 | 458,477 |
Gross profit | 233,188 | 137,565 |
Operating expenses | 206,344 | 113,745 |
Income from operations | 26,844 | 23,820 |
Interest expense, financing costs and other | 16,256 | 2,655 |
Income before provision for income taxes | 10,588 | 21,165 |
Provision for income taxes | 3,470 | 8,258 |
Net income | $ 7,118 | $ 12,907 |
Net income per share: | ||
Basic | $ 0.12 | $ 0.26 |
Diluted | $ 0.12 | $ 0.26 |
Weighted average shares used in computing net income per share: | ||
Basic | 58,972,913 | 49,428,842 |
Diluted | 59,962,033 | 50,012,881 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net income | $ 7,118 | $ 12,907 |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (2,469) | (3,189) |
Unrealized gain loss due to change in fair value of derivatives, net of tax | 0 | (35) |
Total other comprehensive loss, net of tax | (2,469) | (3,224) |
Comprehensive income | $ 4,649 | $ 9,683 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net income | $ 7,118 | $ 12,907 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,671 | 8,257 |
Stock-based compensation | 7,179 | 2,348 |
Certain interest expense and other financing costs | 2,425 | 271 |
Loss/(Gain) on sale of fixed assets | (300) | (126) |
Deferred income taxes | (333) | 47 |
Other | 426 | (64) |
Changes in assets and liabilities, net of the effects of businesses acquired: | ||
Accounts receivable | 95,715 | 99,643 |
Inventories | 43,514 | (861) |
Prepaid expenses and other assets | (1,773) | (1,369) |
Accounts payable and accrued expenses | (132,967) | (80,864) |
Net cash provided by operating activities | 44,675 | 40,189 |
Investing activities | ||
Purchases of property and equipment | (2,153) | (3,138) |
Acquisition of businesses | (941,156) | (69,746) |
Proceeds from sales of assets | 229 | 115 |
Net cash used in investing activities | (943,080) | (72,769) |
Financing activities | ||
Borrowings under revolving lines of credit | 890,128 | 147,507 |
Repayments under revolving lines of credit | (549,378) | (142,440) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (186,750) | (2,812) |
Repayments under equipment financing facilities and other | (1,367) | (1,412) |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (27,813) | 0 |
Proceeds from exercise of options | 8,984 | 662 |
Excess tax benefit from stock-based compensation | 1,501 | 53 |
Net cash provided by financing activities | 885,305 | 1,558 |
Effect of exchange rate changes on cash | (351) | (113) |
Net decrease in cash and cash equivalents | (13,451) | (31,135) |
Cash and cash equivalents, beginning of period | 45,661 | 54,472 |
Cash and cash equivalents, end of period | 32,210 | 23,337 |
Cash paid during the period for: | ||
Interest | 10,827 | 2,624 |
Income taxes, net of refunds | $ 7,621 | $ 8,144 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Non Cash Or Part Non Cash Acquisition Non Cash Financial Or Equity Instrument Consideration Shares Issued Value | $ 302 |
Non Cash Or Part Non Cash Acquisition Non Cash Financial Or Equity Instrument Consideration Replacement Awards Value | $ 5 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Beacon Roofing Supply, Inc. (the “Company”) prepared the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the requirements of the Securities and Exchange Commission (SEC). As permitted under those rules, certain footnotes or other financial information have been condensed or omitted. The balance sheet as of December 31, 2014 has been presented for a better understanding of the impact of seasonal fluctuations on the Company's financial condition. In management's opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company's financial position and operating results. The results for the three-month period (first quarter) ended December 31, 2015 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2016 (fiscal year 2016 or “2016”). The three-month periods ended December 31, 2015 and December 31, 2014 each had 62 business days. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2015 (“2015”) Annual Report on Form 10-K for the year ended September 30, 2015, collectively referred to as the “2015 Annual Report.” At December 3 1 1 million. As of December 31, 2015, the fair value of the Company’s New Senior Credit Facilities approximated the amount outstanding. The Company estimates the fair value of its New Senior Credit Facilities by discounting the future cash flows of each instrument using estimated market rates of debt instruments with similar maturities and credit profiles (Level 3). Recent Accounting Pronouncements In April 2015, the FASB issued ASU 2015-3, “Simplifying the Presentation of Debt Issuance Costs” to simplify the presentation of debt issuance costs. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the required presentation for debt discounts. This update is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years and early adoption is permitted. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. The Company elected to early adopt this new guidance effective October 1, 2015. The adoption of this standard changed the Company’s previous practice of presenting debt issuance costs as an asset and resulted in the reduction of total assets and total liabilities in an amount equal to the balance of unamortized debt issuance costs at each balance sheet date presented. Debt issuance costs that are now presented as a direct reduction from the carrying amount of the associated debt liability amounted to $ 30 4 2 |
Acquisitions
Acquisitions | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions Roofing Supply Group On October 1, 2015 (“Acquisition Date”), the Company acquired 100 Total consideration paid for RSG was approximately $ 1.2 288 307 574 In connection with the RSG Acquisition, the Company was required to issue equity awards to certain RSG employees in replacement of RSG equity awards that were cancelled at closing. The replacement awards consisted of 661,349 20.90 The RSG Acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations. The purchase price has been allocated among assets acquired and liabilities assumed at fair value based on information currently available, with the excess purchase price recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of RSG. These come from the synergies that are obtained in operating the branches as part of a larger network, and from an experienced employee base skilled at managing a distribution business. The Company’s allocation of the purchase price is subject to change on receipt of additional information, including, but not limited to, the finalization of intangible asset valuations, property, plant, and equipment valuations, and the Company’s continued review of assumed liabilities that may result in the recognition of additional or changes in the carrying amount of those liabilities on Beacon’s opening balance sheet and an adjustment to goodwill. An additional area where preliminary estimates are not yet finalized relates to deferred tax assets and liabilities. Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,707 Property, plant, and equipment 57,973 Other intangible assets (see Note 6) 382,100 Goodwill (see Note 6) 617,715 Current liabilities (250,479) Non-current liabilities (61,918) Total purchase price $ 1,169,451 RSG’s future growth attributable to new customers, geographic market presence and assembled workforce are additional assets that are not separable and which contributed to recorded goodwill, of which $ 84 177 186 9 There were no material contingencies assumed as part of this acquisition. The actual revenue and net loss from the RSG Acquisition included in Company’s statements of operations for the three month period ended December 31, 2015 was approximately $ 340 (21) Three Months Ended December 31, 2014 Revenue $ 876,953 Net loss $ (11,908) Net loss per share $ (0.20) The above pro forma results have been calculated by combining the historical results of the Company and RSG as if it had occurred on October 1, 2014, and adjusting the income tax provision as if it had been calculated on the resulting, combined results. The pro forma results include an estimate for all periods for intangible asset amortization (which is subject to change when the final asset values have been determined), stock compensation expense, interest expense, and also reflect the following 2016 expenses in fiscal 2015 instead of in 2016: $ 29.5 Other acquisitions In the three months ended December 31, 2015, the Company acquired 26 · On December 1, 2015, the Company purchased certain assets of RCI Roofing Supply (“RCI”), a distributor of residential and commercial roofing and related products with five branches across Nebraska, Iowa and Colorado with annual sales of approximately $ 23 · On December 18, 2015, the Company acquired 100 20 70 · On December 29, 2015, the Company purchased certain assets of Statewide Wholesale (“Statewide”), a distributor of residential and commercial roofing and related products located in Denver, Colorado with annual sales of approximately $ 15 The Company recorded the preliminary acquired assets and liabilities at their estimated fair values at the acquisition date, with resulting goodwill of $ 51 32 The Company has not provided pro forma results of operations for any acquisitions besides RSG completed in fiscal years 2016 or 2015 herein as they were not material to the Company on either an individual or an aggregate basis. The Company included the results of operations of each acquisition in its consolidated statement of income from the date of each acquisition. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 3. Net Income per Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock awards. Three Months Ended December 31, 2015 2014 Weighted-average common shares outstanding 58,972,913 49,428,842 Effect of dilutive securities: Stock option awards 748,678 476,941 Restricted stock awards 240,442 107,098 Shares for diluted net income per share 59,962,033 50,012,881 Three Months Ended December 31, 2015 2014 Stock option awards 679,995 1,394,330 Restricted stock awards 88,407 266,497 |
Comprehensive Income and Capita
Comprehensive Income and Capital Structure | 3 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income And Capital Structure [Abstract] | |
Comprehensive Income And Capital Structure | 4. Comprehensive Income and Capital Structure The following table presents the activity included in stockholders’ equity during the three months ended December 31, 2015 (in thousands): Common Additional Retained Accumulated Total Balance at September 30, 2015 $ 497 $ 345,934 $ 557,405 $ (20,720) $ 883,116 Issuance of common stock 94 315,715 315,809 Stock-based compensation 7,179 7,179 Net income 7,118 7,118 Other comprehensive loss (2,469) (2,469) Amounts reclassified out of other comprehensive income, net of tax 400 400 Balance at December 31, 2015 $ 591 $ 668,828 $ 564,523 $ (22,789) $ 1,211,153 Accumulated other comprehensive loss consists of adjustments related to the translation of foreign currencies and fair value adjustments associated with cash flow hedges. The following table presents the changes in accumulated other comprehensive income (loss), by component, during the three months ended December 31, 2015 (in thousands): Foreign Derivative Accumulated Balance at September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income (loss) recognized in accumulated other comprehensive income, net of tax (2,469) - (2,469) Amounts reclassified out of other comprehensive loss, net of tax - 400 400 Balance at December 31, 2015 $ (21,762) $ (1,027) $ (22,789) The reclassification of $0.4 million out of accumulated other comprehensive loss into the consolidated statement of operations during the three months ended December 31, 2015 is included in interest expense. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-based compensation | 5. Stock-Based Compensation On February 12, 2014, the shareholders of the Company approved the Beacon Roofing Supply, Inc. 2014 Stock Plan (the “2014 Plan”). The 2014 Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights (“SARs”) for up to 5,100,000 1,877,407 Prior to the 2014 Plan, the Company maintained the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the pre-existing 2004 Plan and all future equity awards will be issued from the 2014 Plan. The Company recognizes the cost of employee services rendered in exchange for awards of equity instruments based on the fair value of those awards at the date of the grant. Compensation expense for time-based equity awards is recognized, on a straight-line basis, net of forfeitures, over the requisite service period for the fair value of the awards that actually vest. Compensation expense for performance-based equity awards is recognized, net of forfeitures, by projecting the number of restricted units that are expected to vest based on the achievement of the underlying related performance measures. For all equity awards granted prior to October 1, 2014, in the event of a change in control of the Company, all awards are immediately vested. Beginning in fiscal 2015, equity awards contain a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, an award shall become fully vested immediately prior to a change in control (at 100% in the case of a performance-based restricted stock award). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award, unless there is a qualifying termination within one-year following the change in control, in which event the award shall become fully vested immediately (at 100 Stock options Non-qualified options generally expire 10 6.1 1.6 12.2 2.22 2015 Risk-free interest rate 1.56-1.87 % Expected volatility 30.96-36.40 % Expected life in years 5.57-5.60 Expected dividend yield 0.00 % Expected lives of the options granted are based primarily on historical activity, while expected volatilities are based on historical volatilities of the Company’s stock and consideration of public companies’ stock. Weighted- $ Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life Value (in years) (in millions) Outstanding at September 30, 2015 2,410,907 $ 24.55 6.3 $ 20.70 Granted 987,548 21.25 Exercised (362,381) 21.50 Canceled (11,528) 24.70 Outstanding at December 31, 2015 3,024,546 $ 23.83 6.5 $ 52.47 Vested or Expected to Vest at December 31, 2015 2,929,727 $ 23.69 6.5 $ 51.64 Exercisable at December 31, 2015 1,929,138 $ 21.77 4.9 $ 37.45 Restricted stock awards During the three months ended December 31, 2015 and 2014, the Company recorded stock-based compensation expense related to restricted stock awards of $ 1.1 0.7 14.7 2.24 The total fair values of the restricted stock awards were determined based upon the number of shares or units and the closing prices of the Company’s common stock on the dates of the grants. The restricted stock awards granted to management are subject to continued employment, except under certain conditions, and will vest if the Company attains a targeted rate of return on invested capital at the end of a three-year period. The actual number of shares or units that will vest can range from 0 125 Weighted- Average Number of Grant Shares Price Outstanding at September 30, 2015 619,999 $ 31.95 Granted 191,691 39.48 Lapse of restrictions/conversions - - Canceled (108,530) 37.09 Outstanding at December 31, 2015 703,160 $ 34.08 Vested or Expected to Vest at December 31, 2015 636,595 $ 33.86 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill 2015 2014 Balance at September 30, $ 496,415 $ 466,206 Acquisition of RSG 617,715 - Other Acquisitions 50,709 24,309 Translation and Other Adjustments (2,728) (1,190) Balance at December 31, $ 1,162,111 $ 489,325 In the current period, the change in the carrying amount of goodwill is attributable to the company’s acquisitions of RSG and the other acquisitions (see Note 2). Intangible Assets In connection with the acquisition of RSG and other acquisitions, we recorded intangible assets of $ 382 63 319 18.96 Weighted- Average December 31, September 30, December 31, Remaining 2015 2015 2014 Life Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 4.36 Customer relationships 542,187 191,852 190,388 18.96 Trademarks 1,100 1,100 700 4.03 Beneficial lease arrangements 610 610 610 546,721 196,386 194,522 Less: Accumulated amortization (132,294) (119,081) (106,999) 414,427 77,305 87,523 Indefinite lived trademarks 73,050 9,750 9,750 Other assets 1,270 1,233 10,916 $ 488,747 $ 88,288 $ 108,189 During the period ended December 31, 2015, we recorded amortization expense in relation to the above-listed intangible assets of $ 15.1 3.6 2016 (Jan-Sept) $ 52,776 2017 75,154 2018 61,766 2019 49,778 2020 39,891 Thereafter 135,062 $ 414,427 |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 7. Financing Arrangements Financing arrangements consisted of the following (in thousands): December 31, September 30, December 31, 2015 2015 2014 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver-expires October 1, 2020 (effective rate on borrowings 2.02% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) $ 316,523 $ - $ - Canadian revolver-expires October 1, 2020 (effective rate on borrowings 3.20% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 7,225 - - U.S. Revolver-expires October 1, 2020 (effective rate on borrowings of 4.00% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 19,477 - - Canadian revolver-expires March 31, 2017 (effective rate on borrowings 0.00% at December 31, 2015; 3.70% at September 30, 2015; and 4.00% at December 31, 2014); refinanced in first quarter of 2016 - 11,240 8,189 U.S. Revolver-expires March 31, 2017 (effective rate on borrowings of 0.00% at December 31, 2015 and at September 30, 2015; and 4.25% at December 31, 2014); refinanced in first quarter of 2016 - - 15,100 Term Loan: Term Loan-matures October 1, 2022 (4.00% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 437,298 - - Term Loan-matures March 31, 2017 (0.00% at December 31, 2015; 4.25% on September 30, 2015; and 2.17% at December 31, 2014); refinanced in first quarter of 2016 - 181,450 191,907 Total borrowings under Senior Secured Credit Facility 780,523 192,690 215,196 Less: current portion (4,500) (22,490) (34,539) Total long-term portion of borrowings under Senior Secured Credit Facility $ 776,023 $ 170,200 $ 180,657 Senior Notes Senior Notes-expires October 2023 (6.38% at December 31, 2015; 0.00% on September 30, 2015 and at December 31, 2014) $ 290,091 $ - $ - Less: current portion - - - Total long-term portion of borrowings under Senior Notes $ 290,091 $ - $ - Equipment Financing Facilities Borrowings under various equipment financing facilities-various maturities through September 2021 and various fixed interest rates ranging from 2.33% to 4.49% at December 31, 2015; 2.33% to 4.49% at September 30, 2015; and 2.33% to 4.60% at December 31, 2014) $ 24,121 $ 25,488 $ 29,629 Borrowings under various capital lease obligations various maturities through November 2021 and various fixed interest rates ranging from 2.72% to 10.39% at December 31, 2015; 0.00% at September 30, 2015 and December 31, 2014) 26,073 - - Less: current portion (9,787) (5,069) (5,439) Total long-term portion of borrowings under equipment financing facilities $ 40,407 $ 20,419 $ 24,190 As a result of the RSG Acquisition, on October 1, 2015, the Company entered into a credit agreement governing the terms of a new $ 450 700 300 8 6.38 Revolving Line of Credit Facilities On October 1, 2015, the Company entered into a $ 700 670 30 October 1, 2020 1.92 4.00 2.13 336.0 10.5 3.20 10.0 7.2 0.25 60 Term Loan On October 1, 2015, the Company entered into a $ 450 1.1 October 1, 2022 4.00 1.00 3.00 437.3 Senior Notes The Company also raised $ 300 6.38 semi-annually October 1, 2023 The proceeds from the New Senior Secured Credit Facilities and Senior Notes were used to provide working capital and funds for other general corporate purposes, refinance or otherwise extinguish all third-party indebtedness for borrowed money under Company’s and RSG’s existing senior secured credit facilities and RSG’s unsecured senior notes due 2020, to finance the acquisition, and pay fees and expenses associated with the RSG Acquisition Transaction. The Company incurred financing costs totaling approximately $ 31.2 Since the New Senior Credit Facilities and the previous Term Loan financing arrangements had certain lenders who participated in both arrangements, management accounted for a portion of this transaction as a debt modification and a portion as a debt extinguishment. In accordance with the accounting for debt modification, the Company will amortize the previously capitalized issuance costs over the term of the New Senior Credit Facilities and expense the $ 2.2 0.8 The Senior Notes which are unsecured obligations of the Company are guaranteed jointly and severally and fully and unconditionally, on an unsecured senior basis, by each of the domestic subsidiaries that is a borrower under or that guarantees obligations under Term Loan B Facility (and any refinancing indebtedness). The Canadian subsidiaries have guaranteed the borrowings under the ABL Facility, but have not guaranteed the Senior Notes or borrowings under the Term Loan B Facility. Equipment Term Loan ABL Senior Financing B Facility Facility Notes Facilities Total 2016 (Jan-Sept) $ 3,375 $ - $ - $ 7,343 $ 10,718 2017 4,500 - - 10,336 14,836 2018 4,500 - - 9,646 14,146 2019 4,500 - - 10,298 14,798 2020 4,500 - - 7,538 12,038 Thereafter 427,500 351,702 300,000 5,033 1,084,235 Subtotal 448,875 351,702 300,000 50,194 1,150,771 Less current portion (4,500) - - (9,787) (14,287) Total long-term debt $ 444,375 $ 351,702 $ 300,000 $ 40,407 $ 1,136,484 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 8. Financial Instruments Financial Derivatives The Company used 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 March 28, 2013, the Company entered into an interest rate swap agreement with a notional amount of $ 213.8 1.38 2.8 quarter 2.3 2.3 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | 9. Leases The Company mostly operates in leased facilities, which are accounted for as operating leases. The leases typically provide for a base rent plus real estate taxes. Certain of the leases provide for escalating rents over the lives of the leases and rent expense is recognized over the terms of those leases on a straight-line basis. Operating Leases 2016 (Jan-Sept) 12,105 2017 13,947 2018 7,916 2019 4,730 2020 2,476 Thereafter 1,908 Total minimum lease payments $ 43,082 Rent expense for the acquired branches was $ 6.9 |
Foreign Net Revenue
Foreign Net Revenue | 3 Months Ended |
Dec. 31, 2015 | |
Revenue and Total Property From External Customers Attributed To Foreign Countries By Geographic Area Disclosure [Abstract] | |
Foreign Net Revenue | Foreign Net Revenue Foreign (Canadian) net revenue totaled $ 45.1 45.6 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the FASB issued ASU 2015-3, “Simplifying the Presentation of Debt Issuance Costs” to simplify the presentation of debt issuance costs. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the required presentation for debt discounts. This update is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years and early adoption is permitted. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. The Company elected to early adopt this new guidance effective October 1, 2015. The adoption of this standard changed the Company’s previous practice of presenting debt issuance costs as an asset and resulted in the reduction of total assets and total liabilities in an amount equal to the balance of unamortized debt issuance costs at each balance sheet date presented. Debt issuance costs that are now presented as a direct reduction from the carrying amount of the associated debt liability amounted to $ 30 4 2 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has recorded purchase accounting entries on a preliminary basis as follows (in thousands): Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,707 Property, plant, and equipment 57,973 Other intangible assets (see Note 6) 382,100 Goodwill (see Note 6) 617,715 Current liabilities (250,479) Non-current liabilities (61,918) Total purchase price $ 1,169,451 |
Business Acquisition, Pro Forma Information | The following represents the unaudited pro forma consolidated revenue and net loss for the Company for the period indicated as if the RSG Acquisition had been included in Company’s consolidated results of operations beginning October 1, 2014 (in thousands, except per share amount): Three Months Ended December 31, 2014 Revenue $ 876,953 Net loss $ (11,908) Net loss per share $ (0.20) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of Weighted-Average Shares Outstanding | The following table presents the basic and diluted weighted-average shares outstanding for each period presented: Three Months Ended December 31, 2015 2014 Weighted-average common shares outstanding 58,972,913 49,428,842 Effect of dilutive securities: Stock option awards 748,678 476,941 Restricted stock awards 240,442 107,098 Shares for diluted net income per share 59,962,033 50,012,881 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income per share because the effect was either anti-dilutive or the requisite performance condition was not met. Three Months Ended December 31, 2015 2014 Stock option awards 679,995 1,394,330 Restricted stock awards 88,407 266,497 |
Comprehensive Income and Capi21
Comprehensive Income and Capital Structure (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income And Capital Structure [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the three months ended December 31, 2015 (in thousands): Common Additional Retained Accumulated Total Balance at September 30, 2015 $ 497 $ 345,934 $ 557,405 $ (20,720) $ 883,116 Issuance of common stock 94 315,715 315,809 Stock-based compensation 7,179 7,179 Net income 7,118 7,118 Other comprehensive loss (2,469) (2,469) Amounts reclassified out of other comprehensive income, net of tax 400 400 Balance at December 31, 2015 $ 591 $ 668,828 $ 564,523 $ (22,789) $ 1,211,153 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated other comprehensive loss consists of adjustments related to the translation of foreign currencies and fair value adjustments associated with cash flow hedges. The following table presents the changes in accumulated other comprehensive income (loss), by component, during the three months ended December 31, 2015 (in thousands): Foreign Derivative Accumulated Balance at September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income (loss) recognized in accumulated other comprehensive income, net of tax (2,469) - (2,469) Amounts reclassified out of other comprehensive loss, net of tax - 400 400 Balance at December 31, 2015 $ (21,762) $ (1,027) $ (22,789) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The following table illustrates the assumptions used in the Black-Scholes pricing model for options granted (inclusive of replacement options discussed in Note 2) during the three months ended December 31, 2015: 2015 Risk-free interest rate 1.56-1.87 % Expected volatility 30.96-36.40 % Expected life in years 5.57-5.60 Expected dividend yield 0.00 % |
Stock Options Outstanding and Activity During the Period | Information regarding the Company’s stock options is summarized below: Weighted- $ Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life Value (in years) (in millions) Outstanding at September 30, 2015 2,410,907 $ 24.55 6.3 $ 20.70 Granted 987,548 21.25 Exercised (362,381) 21.50 Canceled (11,528) 24.70 Outstanding at December 31, 2015 3,024,546 $ 23.83 6.5 $ 52.47 Vested or Expected to Vest at December 31, 2015 2,929,727 $ 23.69 6.5 $ 51.64 Exercisable at December 31, 2015 1,929,138 $ 21.77 4.9 $ 37.45 |
Restricted Shares and Units Outstanding and Activity During the Period | Information regarding the Company’s restricted shares and units is summarized below: Weighted- Average Number of Grant Shares Price Outstanding at September 30, 2015 619,999 $ 31.95 Granted 191,691 39.48 Lapse of restrictions/conversions - - Canceled (108,530) 37.09 Outstanding at December 31, 2015 703,160 $ 34.08 Vested or Expected to Vest at December 31, 2015 636,595 $ 33.86 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in goodwill | The following table sets forth the change in the carrying amount of goodwill for the Company during the period (in thousands): 2015 2014 Balance at September 30, $ 496,415 $ 466,206 Acquisition of RSG 617,715 - Other Acquisitions 50,709 24,309 Translation and Other Adjustments (2,728) (1,190) Balance at December 31, $ 1,162,111 $ 489,325 |
Intangibles and Other Assets, Included in Other Long-term Assets | Weighted- Average December 31, September 30, December 31, Remaining 2015 2015 2014 Life Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 4.36 Customer relationships 542,187 191,852 190,388 18.96 Trademarks 1,100 1,100 700 4.03 Beneficial lease arrangements 610 610 610 546,721 196,386 194,522 Less: Accumulated amortization (132,294) (119,081) (106,999) 414,427 77,305 87,523 Indefinite lived trademarks 73,050 9,750 9,750 Other assets 1,270 1,233 10,916 $ 488,747 $ 88,288 $ 108,189 |
Estimated Future Annual Amortization | 2016 (Jan-Sept) $ 52,776 2017 75,154 2018 61,766 2019 49,778 2020 39,891 Thereafter 135,062 $ 414,427 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Financing arrangements consisted of the following (in thousands): December 31, September 30, December 31, 2015 2015 2014 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver-expires October 1, 2020 (effective rate on borrowings 2.02% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) $ 316,523 $ - $ - Canadian revolver-expires October 1, 2020 (effective rate on borrowings 3.20% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 7,225 - - U.S. Revolver-expires October 1, 2020 (effective rate on borrowings of 4.00% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 19,477 - - Canadian revolver-expires March 31, 2017 (effective rate on borrowings 0.00% at December 31, 2015; 3.70% at September 30, 2015; and 4.00% at December 31, 2014); refinanced in first quarter of 2016 - 11,240 8,189 U.S. Revolver-expires March 31, 2017 (effective rate on borrowings of 0.00% at December 31, 2015 and at September 30, 2015; and 4.25% at December 31, 2014); refinanced in first quarter of 2016 - - 15,100 Term Loan: Term Loan-matures October 1, 2022 (4.00% at December 31, 2015; 0.00% at September 30, 2015 and at December 31, 2014) 437,298 - - Term Loan-matures March 31, 2017 (0.00% at December 31, 2015; 4.25% on September 30, 2015; and 2.17% at December 31, 2014); refinanced in first quarter of 2016 - 181,450 191,907 Total borrowings under Senior Secured Credit Facility 780,523 192,690 215,196 Less: current portion (4,500) (22,490) (34,539) Total long-term portion of borrowings under Senior Secured Credit Facility $ 776,023 $ 170,200 $ 180,657 Senior Notes Senior Notes-expires October 2023 (6.38% at December 31, 2015; 0.00% on September 30, 2015 and at December 31, 2014) $ 290,091 $ - $ - Less: current portion - - - Total long-term portion of borrowings under Senior Notes $ 290,091 $ - $ - Equipment Financing Facilities Borrowings under various equipment financing facilities-various maturities through September 2021 and various fixed interest rates ranging from 2.33% to 4.49% at December 31, 2015; 2.33% to 4.49% at September 30, 2015; and 2.33% to 4.60% at December 31, 2014) $ 24,121 $ 25,488 $ 29,629 Borrowings under various capital lease obligations various maturities through November 2021 and various fixed interest rates ranging from 2.72% to 10.39% at December 31, 2015; 0.00% at September 30, 2015 and December 31, 2014) 26,073 - - Less: current portion (9,787) (5,069) (5,439) Total long-term portion of borrowings under equipment financing facilities $ 40,407 $ 20,419 $ 24,190 |
Schedule of Maturities of Long-term Debt | Annual principal payments for all outstanding borrowings for each of the next five years and thereafter are as follows (in thousands): Equipment Term Loan ABL Senior Financing B Facility Facility Notes Facilities Total 2016 (Jan-Sept) $ 3,375 $ - $ - $ 7,343 $ 10,718 2017 4,500 - - 10,336 14,836 2018 4,500 - - 9,646 14,146 2019 4,500 - - 10,298 14,798 2020 4,500 - - 7,538 12,038 Thereafter 427,500 351,702 300,000 5,033 1,084,235 Subtotal 448,875 351,702 300,000 50,194 1,150,771 Less current portion (4,500) - - (9,787) (14,287) Total long-term debt $ 444,375 $ 351,702 $ 300,000 $ 40,407 $ 1,136,484 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | The Company assumed operating leases as part of each of the 2016 acquisitions (see Note 2). At December 31, 2015, the minimum rental commitments under these acquired, non-cancelable operating leases with initial or remaining terms of more than one year were as follows: Operating Leases 2016 (Jan-Sept) 12,105 2017 13,947 2018 7,916 2019 4,730 2020 2,476 Thereafter 1,908 Total minimum lease payments $ 43,082 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | |||
Debt Issuance Cost | $ 30 | $ 2 | $ 4 |
Senior Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured Debt, Total | 300 | ||
Long-term Debt, Fair Value | $ 309 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill (see Note 6) | $ 1,162,111 | $ 496,415 | $ 489,325 |
RSG Acquisition [Member] | |||
Cash | 16,451 | ||
Accounts receivable | 177,251 | ||
Inventory | 179,651 | ||
Other current assets | 50,707 | ||
Property, plant, and equipment | 57,973 | ||
Other intangible assets (see Note 6) | 382,100 | ||
Goodwill (see Note 6) | 617,715 | ||
Current liabilities | (250,479) | ||
Non-current liabilities | (61,918) | ||
Total purchase price | $ 1,169,451 |
Acquisitions (Details 1)
Acquisitions (Details 1) $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Revenue | $ 876,953 |
Net loss | $ (11,908) |
Net loss per share | $ / shares | $ (0.20) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 29, 2015USD ($) | Dec. 18, 2015USD ($) | Dec. 01, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | $ 51,000 | ||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | $ 32,000 | ||||
Number Of Vendors | 26 | ||||
Business Combination Good will Tax Deductible Portion | $ 84,000 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | shares | 191,691 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period, Weighted Average Grant Date Fair Value | $ / shares | $ 39.48 | ||||
Revenue, Net | $ 976,480 | $ 596,042 | |||
Net Income (Loss) Attributable To Parent | 7,118 | $ 12,907 | |||
Business Combination, Acquired Receivables, Fair Value | 177,000 | ||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 186,000 | ||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 9,000 | ||||
RCI Roofing Supply [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 23,000 | ||||
Roofing and Insulation Supply [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 70,000 | ||||
Number Of Vendors | 20 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Statewide Wholesale [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 15,000 | ||||
Roofing Supply Groups [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Business Combination, Consideration Transferred, Total | $ 1,200,000 | ||||
Payments to Acquire Businesses, Gross | 288,000 | ||||
Business Combination, Consideration Transferred, Other | 307,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 574,000 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | shares | 661,349 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period, Weighted Average Grant Date Fair Value | $ / shares | $ 20.90 | ||||
Business Acquisition, Transaction Costs | $ 29,500 | ||||
Revenue, Net | 340,000 | ||||
Net Income (Loss) Attributable To Parent | $ (21,000) |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted-average common shares outstanding | 58,972,913 | 49,428,842 |
Effect of dilutive securities: | ||
Shares for diluted net income per share | 59,962,033 | 50,012,881 |
Employee Stock Option [Member] | ||
Effect of dilutive securities: | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 748,678 | 476,941 |
Restricted Stock [Member] | ||
Effect of dilutive securities: | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 240,442 | 107,098 |
Net Income Per Share (Details 1
Net Income Per Share (Details 1) - shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 679,995 | 1,394,330 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88,407 | 266,497 |
Comprehensive Income and Capi32
Comprehensive Income and Capital Structure (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Stockholders Equity, Opening Balance | $ 1,211,153 | $ 829,794 | $ 883,116 |
Issuance of common stock | 315,809 | ||
Stock-based compensation | 7,179 | 2,348 | |
Net income | 7,118 | 12,907 | |
Other comprehensive loss | (2,469) | ||
Amounts reclassified out of other comprehensive income, net of tax | 400 | ||
Stockholders Equity, Ending Balance | 1,211,153 | $ 829,794 | 883,116 |
Common Stock | |||
Stockholders Equity, Opening Balance | 591 | 497 | |
Issuance of common stock | 94 | ||
Stockholders Equity, Ending Balance | 591 | 497 | |
Additional Paid-in Capital | |||
Stockholders Equity, Opening Balance | 668,828 | 345,934 | |
Issuance of common stock | 315,715 | ||
Stock-based compensation | 7,179 | ||
Stockholders Equity, Ending Balance | 668,828 | 345,934 | |
Retained Earnings | |||
Stockholders Equity, Opening Balance | 564,523 | 557,405 | |
Net income | 7,118 | ||
Stockholders Equity, Ending Balance | 564,523 | 557,405 | |
Accumulated Other Comprehensive Income (Loss) | |||
Stockholders Equity, Opening Balance | (22,789) | (20,720) | |
Other comprehensive loss | (2,469) | ||
Amounts reclassified out of other comprehensive income, net of tax | 400 | ||
Stockholders Equity, Ending Balance | $ (22,789) | $ (20,720) |
Comprehensive Income and Capi33
Comprehensive Income and Capital Structure (Details 1) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Foreign Currency Translation | |
Balance at September 30, 2015 | $ (19,293) |
Other comprehensive income (loss) recognized in accumulated other comprehensive income, net of tax | (2,469) |
Amounts reclassified out of other comprehensive loss, net of tax | 0 |
Balance at December 31, 2015 | (21,762) |
Derivative Financial Instruments | |
Balance at September 30, 2015 | (1,427) |
Other comprehensive income (loss) recognized in accumulated other comprehensive income, net of tax | 0 |
Amounts reclassified out of other comprehensive loss, net of tax | 400 |
Balance at December 31, 2015 | (1,027) |
Accumulated Other Comprehensive Loss | |
Balance at September 30, 2015 | (20,720) |
Other comprehensive income (loss) recognized in accumulated other comprehensive income, net of tax | (2,469) |
Amounts reclassified out of other comprehensive loss, net of tax | 400 |
Balance at December 31, 2015 | $ (22,789) |
Comprehensive Income and Capi34
Comprehensive Income and Capital Structure - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Other Comprehensive Income (Loss), Tax | $ 0.4 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Dec. 31, 2015 | |
Expected dividend yield | 0.00% |
Maximum [Member] | |
Risk-free interest rate | 1.87% |
Expected volatility | 36.40% |
Expected life in years | 5 years 7 months 6 days |
Minimum [Member] | |
Risk-free interest rate | 1.56% |
Expected volatility | 30.96% |
Expected life in years | 5 years 6 months 25 days |
Stock-Based Compensation (Det36
Stock-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Sep. 30, 2015 | |
Number of Shares | ||
Outstanding at September 30, 2015 | 2,410,907 | |
Granted | 987,548 | |
Exercised | (362,381) | |
Canceled | (11,528) | |
Outstanding at December 31, 2015 | 3,024,546 | 2,410,907 |
Vested or Expected to Vest at December 31, 2015 | 2,929,727 | |
Exercisable at December 31, 2015 | 1,929,138 | |
Weighted-Average Exercise Price | ||
Outstanding at September 30, 2015 | $ 24.55 | |
Granted | 21.25 | |
Exercised | 21.50 | |
Canceled | 24.70 | |
Outstanding at December 31, 2015 | 23.83 | $ 24.55 |
Vested or Expected to Vest at December 31, 2015 | 23.69 | |
Exercisable at December 31, 2015 | $ 21.77 | |
Weighted-Average Remaining Contractual Life | ||
Outstanding at Balance | 6 years 6 months | 6 years 3 months 18 days |
Vested or Expected to Vest at December 31, 2015 | 6 years 6 months | |
Exercisable at December 31, 2015 | 4 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding at Balance | $ 52,470 | $ 20,700 |
Vested or Expected to Vest at December 31, 2015 | 51,640 | |
Exercisable at December 31, 2015 | $ 37,450 |
Stock-Based Compensation (Det37
Stock-Based Compensation (Details 2) | 3 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Shares | |
Outstanding at September 30, 2015 | shares | 619,999 |
Granted | shares | 191,691 |
Lapse of restrictions/conversions | shares | 0 |
Canceled | shares | (108,530) |
Outstanding at December 31, 2015 | shares | 703,160 |
Vested or Expected to Vest at December 31, 2015 | shares | 636,595 |
Weighted - Average Grant Price | |
Outstanding at September 30, 2015 | $ / shares | $ 31.95 |
Granted | $ / shares | 39.48 |
Lapse of restrictions/conversions | $ / shares | 0 |
Canceled | $ / shares | 37.09 |
Outstanding at December 31, 2015 | $ / shares | 34.08 |
Vested or Expected to Vest at December 31, 2015 | $ / shares | $ 33.86 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Feb. 12, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation number of shares authorized | 5,100,000 | ||
Stock-based compensation number of shares available for awards | 1,877,407 | ||
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 100.00% | ||
Allocated Share-based Compensation Expense | $ 1.1 | $ 0.7 | |
Total unrecognized compensation cost related to unvested stock | $ 14.7 | ||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 2 months 26 days | ||
Restricted Stock | Maximum | Three Year Period, Vesting [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 125.00% | ||
Restricted Stock | Minimum | Three Year Period, Vesting [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 0.00% | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 6.1 | $ 1.6 | |
Non Qualified Options Expire | 10 years | ||
Total unrecognized compensation cost related to unvested stock | $ 12.2 | ||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 2 months 19 days |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill, Beginning balance | $ 496,415 | $ 466,206 |
Acquisition of RSG | 617,715 | 0 |
Other Acquisitions | 50,709 | 24,309 |
Translation and Other Adjustments | (2,728) | (1,190) |
Goodwill, Ending balance | $ 1,162,111 | $ 489,325 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets And Other Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 196,386 | $ 546,721 | $ 194,522 |
Less: accumulated amortization | (119,081) | (132,294) | (106,999) |
Finite-Lived Intangible Assets, Net, Total | 77,305 | 414,427 | 87,523 |
Deferred Finance Costs, Net [Abstract] | |||
Indefinite-lived trademarks | 9,750 | 73,050 | 9,750 |
Other assets | 1,233 | 1,270 | 10,916 |
Total other assets, net | 88,288 | 488,747 | 108,189 |
Noncompete Agreements [Member] | |||
Intangible Assets And Other Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 2,824 | 2,824 | 2,824 |
Finite-Lived Intangible Asset, Useful Life | 4 years 4 months 10 days | ||
Customer Relationships [Member] | |||
Intangible Assets And Other Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 191,852 | 542,187 | 190,388 |
Finite-Lived Intangible Asset, Useful Life | 18 years 11 months 16 days | ||
Trademarks [Member] | |||
Intangible Assets And Other Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,100 | 1,100 | 700 |
Finite-Lived Intangible Asset, Useful Life | 4 years 11 days | ||
Beneficial Lease Arrangements [Member] | |||
Intangible Assets And Other Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 610 | $ 610 | $ 610 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
2016 (Jan-Sept) | $ 52,776 | ||
2,017 | 75,154 | ||
2,018 | 61,766 | ||
2,019 | 49,778 | ||
2,020 | 39,891 | ||
Thereafter | 135,062 | ||
Total future amortization | $ 414,427 | $ 77,305 | $ 87,523 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 15.1 | $ 3.6 |
Finite-lived Intangible Assets Acquired | $ 382 | |
Customer Relationships [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 11 months 16 days | |
Finite-lived Intangible Assets Acquired | $ 319 | |
Trademarks [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | $ 63 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Total | $ 1,150,771 | ||
Less: current portion | (14,287) | ||
Long-term debt, net of current portion | 722,888 | $ 170,200 | $ 180,657 |
Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 780,523 | 192,690 | 215,196 |
Less: current portion | (4,500) | (22,490) | (34,539) |
Total long-term portion of borrowings under Senior Secured Credit Facility | 776,023 | 170,200 | 180,657 |
Senior Notes [Member] | |||
Total long-term portion of borrowings under Senior Secured Credit Facility | 300,000 | ||
Total | 290,091 | 0 | 0 |
Less: current portion | 0 | 0 | 0 |
Long-term debt, net of current portion | 290,091 | 0 | 0 |
US Revolver 1 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 316,523 | 0 | 0 |
Us Revolver 2 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 19,477 | 0 | 0 |
Us Revolver 3 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 0 | 0 | 15,100 |
Canadian Revolver 1 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 7,225 | 0 | 0 |
Canadian Revolver 2 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 0 | 11,240 | 8,189 |
Term Loan 1 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 437,298 | 0 | 0 |
Term Loan 2 [Member] | Senior Secured Credit Facility [Member] | |||
Total borrowings under Senior Secured Credit Facility | 0 | 181,450 | 191,907 |
Equipment Financing Facilities 1 [Member] | |||
Total | 24,121 | 25,488 | 29,629 |
Equipment Financing Facilities 2 [Member] | |||
Total | 26,073 | 0 | 0 |
Equipment Financing Facilities [Member] | |||
Total | 50,194 | ||
Less: current portion | (9,787) | (5,069) | (5,439) |
Long-term debt, net of current portion | $ 40,407 | $ 20,419 | $ 24,190 |
Financing Arrangements (Detai44
Financing Arrangements (Details) (Parenthetical) | 3 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Senior Notes [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 6.38% | 0.00% | 0.00% |
Line of Credit Facility, Expiration Date | Oct. 31, 2023 | ||
US Revolver 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.02% | 0.00% | 0.00% |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||
Us Revolver 2 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 0.00% | 0.00% |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||
Us Revolver 3 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 0.00% | 4.25% |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 | ||
Canadian Revolver 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 3.20% | 0.00% | 0.00% |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||
Canadian Revolver 2 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 3.70% | 4.00% |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 | ||
Term Loan 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 0.00% | 0.00% |
Line of Credit Facility, Expiration Date | Oct. 1, 2022 | ||
Term Loan 2 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 4.25% | 2.17% |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 | ||
Equipment Financing Facilities 1 [Member] | Maximum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 4.49% | 4.49% | 4.60% |
Equipment Financing Facilities 1 [Member] | Minimum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.33% | 2.33% | 2.33% |
Equipment Financing Facilities 2 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 0.00% | |
Equipment Financing Facilities 2 [Member] | Maximum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 10.39% | ||
Equipment Financing Facilities 2 [Member] | Minimum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.72% |
Financing Arrangements (Detai45
Financing Arrangements (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
2016 (Jan-Sept) | $ 10,718 | ||
2,017 | 14,836 | ||
2,018 | 14,146 | ||
2,019 | 14,798 | ||
2,020 | 12,038 | ||
Thereafter | 1,084,235 | ||
Subtotal | 1,150,771 | ||
Less: current portion | (14,287) | ||
Total long-term debt | 722,888 | $ 170,200 | $ 180,657 |
Senior Notes [Member] | |||
2016 (Jan-Sept) | 0 | ||
2,017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 300,000 | ||
Subtotal | 290,091 | 0 | 0 |
Less: current portion | 0 | 0 | 0 |
Total long-term debt | 290,091 | 0 | 0 |
Term Loan B Facility [Member] | |||
2016 (Jan-Sept) | 3,375 | ||
2,017 | 4,500 | ||
2,018 | 4,500 | ||
2,019 | 4,500 | ||
2,020 | 4,500 | ||
Thereafter | 427,500 | ||
Subtotal | 448,875 | ||
Less: current portion | (4,500) | ||
Total long-term debt | 444,375 | ||
ABL Facility [Member] | |||
2016 (Jan-Sept) | 0 | ||
2,017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 351,702 | ||
Subtotal | 351,702 | ||
Less: current portion | 0 | ||
Total long-term debt | 351,702 | ||
Equipment Financing Facilities [Member] | |||
2016 (Jan-Sept) | 7,343 | ||
2,017 | 10,336 | ||
2,018 | 9,646 | ||
2,019 | 10,298 | ||
2,020 | 7,538 | ||
Thereafter | 5,033 | ||
Subtotal | 50,194 | ||
Less: current portion | (9,787) | (5,069) | (5,439) |
Total long-term debt | $ 40,407 | $ 20,419 | $ 24,190 |
Financing Arrangements (Additio
Financing Arrangements (Additional Information) (Details) $ in Thousands, CAD in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015CAD | Oct. 31, 2015CAD | |
Long-term Line of Credit | $ 700,000 | |||||
Long-term Debt, Total | $ 1,150,771 | |||||
Debt Issuance Cost | 30,000 | $ 2,000 | $ 4,000 | |||
Roofing Supply Group [Member] | ||||||
Debt Issuance Cost | 31,200 | |||||
Revolving Credit Facility [Member] | ||||||
Long-term Line of Credit | $ 670,000 | $ 336,000 | CAD 30 | |||
Line of Credit Facility, Interest Rate at Period End | 2.13% | 2.13% | ||||
Debt Instrument, Interest Rate During Period | 3.20% | |||||
Debt Outstanding | $ 7,200 | CAD 10 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | |||||
Debt Instrument, Maturity Date | Oct. 1, 2020 | |||||
Percentage Of Unused Commitment Fees | 0.25% | 0.25% | ||||
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||
Long-term Line of Credit | $ 10,500 | |||||
ABL Facility [Member] | ||||||
Long-term Line of Credit | 700,000 | |||||
Long-term Debt, Total | 351,702 | |||||
Senior Notes [Member] | ||||||
Long-term Debt, Total | $ 290,091 | $ 0 | $ 0 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.38% | 6.38% | ||||
Debt Instrument, Term | 8 years | |||||
Debt Instrument, Interest Rate During Period | 6.38% | |||||
Senior Notes Payable, Net Of Current Portion | $ 300,000 | |||||
Debt Instrument, Maturity Date | Oct. 1, 2023 | |||||
Debt Instrument, Description | semi-annually | |||||
Senior Notes [Member] | New Senior Credit Facilities [Member] | ||||||
Debt Issuance Cost | $ 2,200 | |||||
Gains (Losses) on Extinguishment of Debt | 800 | |||||
Term Loan B Facility [Member] | ||||||
Long-term Line of Credit | $ 450,000 | |||||
Long-term Debt, Total | $ 450,000 | |||||
Debt Instrument, Term | 7 years | |||||
Term Loan [Member] | ||||||
Long-term Line of Credit | $ 1,100 | $ 437,300 | ||||
Debt Instrument, Interest Rate During Period | 4.00% | |||||
Debt Instrument, Maturity Date | Oct. 1, 2022 | |||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Interest Rate During Period | 1.00% | |||||
Term Loan [Member] | Base Rate [Member] | ||||||
Debt Instrument, Interest Rate During Period | 3.00% | |||||
Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Interest Rate During Period | 4.00% | |||||
Minimum [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Interest Rate During Period | 1.92% |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Mar. 28, 2013 | |
Derivative [Line Items] | ||
Derivative Amortizes Amount | $ 2.8 | |
Derivative, Notional Amount | $ 213.8 | |
Interest Rate Swap Settlement By Cash | 2.3 | |
Amortization Of Interest Rate Swap To Interest Expense | $ 2.3 | |
Interest Rate Swap Fixed Rate Of 1.38 % | ||
Derivative [Line Items] | ||
Interest rate swap, interest rate | 1.38% | |
Derivative, Maturity Date | Mar. 31, 2017 | |
Derivative Amortization Frequency | quarter |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2016 (Jan-Sept) | $ 12,105 |
2,017 | 13,947 |
2,018 | 7,916 |
2,019 | 4,730 |
2,020 | 2,476 |
Thereafter | 1,908 |
Total minimum lease payments | $ 43,082 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Operating Leases, Rent Expense, Net, Total | $ 6.9 |
Foreign Net Revenue - Additiona
Foreign Net Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 976,480 | $ 596,042 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 45,100 | $ 45,600 |