Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2016 | May. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 59,578,734 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 14,841 | $ 45,661 | $ 22,956 |
Accounts receivable, less allowance of $9,396, $6,298, and $8,929 as of March 31, 2016, September 30, 2015 and March 31, 2015, respectively | 490,850 | 399,732 | 248,154 |
Inventories, net | 513,750 | 320,999 | 361,317 |
Prepaid expenses and other current assets | 164,625 | 97,928 | 73,490 |
Total current assets | 1,184,066 | 864,320 | 705,917 |
Property and equipment, net | 147,994 | 90,405 | 85,054 |
Goodwill | 1,160,775 | 496,415 | 488,324 |
Intangibles, net | 472,582 | 87,055 | 91,650 |
Other assets, net | 1,430 | 1,233 | 3,012 |
TOTAL ASSETS | 2,966,847 | 1,539,428 | 1,373,957 |
Current liabilities: | |||
Accounts payable | 417,994 | 244,891 | 202,713 |
Accrued expenses | 152,692 | 124,794 | 80,546 |
Borrowings under revolving lines of credit | 0 | 11,240 | 3,948 |
Current portions of long-term debt | 12,159 | 16,320 | 16,612 |
Total current liabilities | 582,845 | 397,245 | 303,819 |
Borrowings under revolving lines of credit | 295,690 | 0 | 0 |
Long-term debt, net of current | 722,542 | 170,200 | 178,241 |
Deferred income taxes, net | 102,878 | 66,500 | 48,637 |
Long-term obligations under equipment financing and other, net of current | 42,907 | 22,367 | 24,779 |
Total liabilities | $ 1,746,862 | $ 656,312 | $ 555,476 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock (voting); $.01 par value; 100,000,000 shares authorized; 59,521,648 issued and outstanding at March 31, 2016; 49,790,743 issued and outstanding at September 30, 2015; and 49,607,351 issued and outstanding at March 31, 2015 | $ 595 | $ 497 | $ 495 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 678,748 | 345,934 | 335,972 |
Retained earnings | 558,804 | 557,405 | 498,249 |
Accumulated other comprehensive loss | (18,162) | (20,720) | (16,235) |
Total stockholders' equity | 1,219,985 | 883,116 | 818,481 |
Total Liabilities and Stockholders' Equity | $ 2,966,847 | $ 1,539,428 | $ 1,373,957 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 |
Accounts receivable, allowances | $ 9,396 | $ 6,298 | $ 8,929 |
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 | 59,521,648 | 49,790,743 | 49,607,351 |
Common Stock (voting), outstanding | 59,521,648 | 49,790,743 | 49,607,351 |
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 | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 823,537 | $ 413,184 | $ 1,800,017 | $ 1,009,226 |
Cost of products sold | 627,773 | 316,411 | 1,371,065 | 774,888 |
Gross profit | 195,764 | 96,773 | 428,952 | 234,338 |
Operating expenses | 191,881 | 110,979 | 398,225 | 224,724 |
Income (loss) from operations | 3,883 | (14,206) | 30,727 | 9,614 |
Interest expense, financing costs, and other | 13,026 | 2,522 | 29,282 | 5,177 |
Income (loss) before provision for income taxes | (9,143) | (16,728) | 1,445 | 4,437 |
Provision for (benefit from) income taxes | (3,424) | (6,942) | 46 | 1,316 |
Net income (loss) | $ (5,719) | $ (9,786) | $ 1,399 | $ 3,121 |
Weighted-average common stock outstanding: | ||||
Basic (in shares) | 59,295,990 | 49,513,141 | 59,133,569 | 49,470,528 |
Diluted (in shares) | 59,295,990 | 49,513,141 | 60,077,852 | 50,029,935 |
Net income (loss) per share: | ||||
Basic (in dollers per share) | $ (0.10) | $ (0.20) | $ 0.02 | $ 0.06 |
Diluted (in dollers per share) | $ (0.10) | $ (0.20) | $ 0.02 | $ 0.06 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net income (loss) | $ (5,719) | $ (9,786) | $ 1,399 | $ 3,121 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 4,226 | (6,169) | 1,757 | (9,358) |
Unrealized loss due to change in fair value of derivatives, net of tax | 0 | (263) | 0 | (298) |
Total other comprehensive income (loss) | 4,226 | (6,432) | 1,757 | (9,656) |
Comprehensive income (loss) | $ (1,493) | $ (16,218) | $ 3,156 | $ (6,535) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net income | $ 1,399 | $ 3,121 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 47,644 | 16,430 |
Stock-based compensation | 10,696 | 4,744 |
Certain interest expense and other financing costs | 4,053 | 543 |
Loss on sale of fixed assets | (411) | (273) |
Deferred income taxes | 1,741 | 287 |
Other, net | (280) | 181 |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | ||
Accounts receivable | 95,150 | 118,564 |
Inventories | (2,519) | (50,305) |
Prepaid expenses and other assets | (15,815) | (5,007) |
Accounts payable and accrued expenses | (61,006) | (25,800) |
Net cash provided by operating activities | 80,652 | 62,485 |
Investing Activities | ||
Purchases of property and equipment | (11,059) | (5,384) |
Acquisition of businesses | (941,156) | (69,745) |
Proceeds from the sale of assets | 377 | 367 |
Net cash used in investing activities | (951,838) | (74,762) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,017,128 | 235,907 |
Repayments under revolving lines of credit | (724,855) | (249,539) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (187,875) | (5,625) |
Repayments under equipment financing facilities and other | (2,633) | (2,758) |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (27,813) | 0 |
Proceeds from issuance of common stock | 15,391 | 3,171 |
Excess tax benefit from stock-based compensation | 1,630 | 262 |
Net cash provided by (used in) financing activities | 840,973 | (18,582) |
Effect of exchange rate changes on cash and cash equivalents | (607) | (657) |
Net decrease in cash and cash equivalents | (30,820) | (31,516) |
Cash and cash equivalents, beginning of period | 45,661 | 54,472 |
Cash and cash equivalents, end of period | 14,841 | 22,956 |
Cash paid during the period for: | ||
Interest | 22,210 | 4,660 |
Income taxes, net of tax refunds | $ 13,728 | $ 21,112 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2015 has been presented for a better understanding of the impact of seasonal fluctuations on the Company's financial condition. In management's opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company's financial position and operating results. The results for the three and six-month periods ended March 31, 2016 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 March 31, 2016 and 2015 had 64 and 63 business days, respectively, and the six-month periods ended March 31, 2016 and March 31, 2015 had 126 and 125 business days, respectively. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2015 (“2015”) Annual Report on Form 10-K for the year ended September 30, 2015, as amended by the Current Report on Form 8-K filed on March 25, 2016. Recent Accounting Pronouncements - Adopted In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-3, “Simplifying the Presentation of Debt Issuance Costs” 28.7 4.2 1.8 In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU No. 2015-17, " Balance Sheet Classification of Deferred Taxes 2.3 14.8 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ CompensationStock Compensation, Improvements to Employee Share-Based Payment Accounting.” |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions Roofing Supply Group On October 1, 2015 (“Acquisition Date”), the Company acquired 100 85 25 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 Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,705 Property, plant, and equipment 55,159 Other intangible assets 382,600 Other assets - Goodwill 617,634 Current liabilities (248,083) Non-current liabilities (61,918) Total purchase price $ 1,169,450 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 $ 84 177.3 186 9 The actual revenue and net loss from the RSG Acquisition included in the Company’s statements of operations was $ 304.3 (7.9) 644.2 (29.2) Three Months Ended Six Months Ended March 31, 2015 March 31, 2015 Revenue $ 652,805 $ 1,529,758 Net loss (40,652) (52,560) Net loss per share (0.68) (0.88) 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: $ 41.9 transactions occurred on October 1, 2014 or that may be achieved in the future. Other Acquisitions During the six months ended March 31, 2016, 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 $ 47.6 33.3 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 (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 3. Net Income (Loss) 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 Six Months Ended March 31, March 31, 2016 2015 2016 2015 Weighted-average common shares outstanding, basic 59,295,990 49,513,141 59,133,569 49,470,528 Effect of dilutive securities: Stock options - - 696,112 469,698 Restricted stock units - - 248,171 89,709 Weighted-average common shares outstanding, diluted 59,295,990 49,513,141 60,077,852 50,029,935 Three Months Ended Six Months Ended March 31, March 31, 2016 2015 2016 2015 Stock options 665,281 1,838,400 667,251 1,370,873 Restricted stock units 88,407 78,533 88,407 123,332 |
Comprehensive Income and Capita
Comprehensive Income and Capital Structure | 6 Months Ended |
Mar. 31, 2016 | |
Comprehensive Income And Capital Structure [Abstract] | |
Comprehensive Income And Capital Structure | 4. Comprehensive Income and Capital Structure Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2015 49,790,743 $ 497 $ 345,934 $ 557,405 $ (20,720) $ 883,116 Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes 691,955 7 15,384 - - 15,391 Issuance of common stock in connection with RSG acquisition 9,038,950 91 306,734 - - 306,825 Stock-based compensation - - 10,696 - - 10,696 Other comprehensive income (loss) - - - - 2,558 2,558 Net income - - - 1,399 - 1,399 Balance at March 31, 2016 59,521,648 $ 595 $ 678,748 $ 558,804 $ (18,162) $ 1,219,985 Accumulated Foreign Derivative Other Currency Financial Comprehensive Translation Instruments Loss Balance as of September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income (loss) before reclassifications 1,757 - 1,757 Reclassifications out of other comprehensive income - 801 801 Balance as of March 31, 2016 $ (17,536) $ (626) $ (18,162) The reclassification of $ 0.8 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-based compensation | 5. Stock-Based Compensation On February 9, 2016, the shareholders of the Company approved the Amended and Restated Beacon Roofing Supply, Inc. 2014 Stock Plan (the “2014 Plan”). The 2014 Plan provides for discretionary awards of stock options, stock awards, restricted stock units, and stock appreciation rights (“SARs”) for up to 5,000,000 shares of common stock to selected employees and non-employee directors. The 2014 Plan mandates that all forfeited, expired, and withheld shares, including those from the predecessor plans, be returned to the 2014 Plan and made available for issuance. As of March 31, 2016, there were 4,998,442 shares of common stock available for issuance. Prior to the 2014 Plan, the Company maintained the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the 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% in the case of a performance-based restricted stock award). Stock options Non-qualified options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in one-third increments over a three-year period following the grant dates. During the three months ended March 31, 2016 and 2015, the Company recorded stock-based compensation expense related to stock option awards of $1.6 million and $1.5 million, respectively. During the six months ended March 31, 2016 and 2015, the Company recorded stock-based compensation expense related to stock option awards of $7.7 million and $3.2 million, respectively. As of March 31, 2016, there was $9.7 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted-average period of 2.1 years. 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 six months ended March 31, 2016: 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. Information regarding the Company’s stock options activity is summarized below (in thousands, except time period and per share amounts): Options Weighted- Weighted- Aggregate 1 Balance at September 30, 2015 2,410,907 $ 24.55 6.3 $ 20,698 Granted 991,776 21.32 Exercised (680,109 ) 18.90 Canceled (57,964 ) 21.19 Balance at March 31, 2016 2,664,610 $ 24.86 6.7 $ 43,049 Vested and expected to vest after March 31, 2016 2,546,646 $ 24.73 6.6 $ 41,464 Exercisable at March 31, 2016 1,655,622 $ 22.72 5.2 $ 30,290 ________________________ 1 Aggregate intrinsic value as of September 30, 2015 represents the difference between the closing fair value of the underlying common stock on September 30, 2015 and the exercise price of outstanding, in-the-money options. Aggregate intrinsic value as of March 31, 2016 represents the difference between the closing fair value of the underlying common stock on March 31, 2016 and the exercise price of outstanding, in-the-money options. Restricted Stock Units During the three months ended March 31, 2016 and 2015, the Company recorded stock-based compensation expense related to restricted stock units of $1.9 million and $0.8 million, respectively. During the six months ended March 31, 2016 and 2015, the Company recorded stock-based compensation expense related to restricted stock units of $3.0 million and $1.5 million, respectively. As of March 31, 2016, there was $13.2 million of total unrecognized compensation cost related to unvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 2.0 years. The total fair values of the restricted stock units 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 units 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% to 125% of the management grants depending upon actual Company performance below or above the target level and the Company estimates that performance in determining the projected number of shares or units that will vest and the related compensation cost. The restricted stock units granted to non-employee directors are also subject to continued service, vest at the end of one year (except under certain conditions) and the underlying common shares will not be distributed until the date of the director’s termination of service on the Board, except that, beginning in fiscal year 2016, directors holding units with a value equal to five times the annual cash retainer may elect to have future grants settle simultaneously with vesting. Grants made prior to fiscal 2014 settle on a date that is six months after the director’s termination of service on the board. In November 2013 and 2014, the Company issued restricted stock units that are subject to continued employment and will vest over three to five years. In May 2015, the Company issued restricted stock awards that are subject to continued employment and will vest after two years. Information regarding the Company’s restricted stock unit activity is summarized below (in thousands, except per share amounts): RSUs Weighted-Average Balance at September 30, 2015 619,999 $ 31.95 Granted 214,852 38.92 Released (11,846 ) 31.11 Forfeited (111,095 ) 37.34 Balance at March 31, 2016 711,910 $ 34.12 Vested and expected to vest after March 31, 2016 645,345 $ 33.91 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following table sets forth the change in the carrying amount of goodwill for the Company during the six months ended March 31, 2016 and 2015, respectively (in thousands): Balance at September 30, 2015 $ 496,415 Acquisition of RSG 617,634 Other acquisitions 47,608 Translation and other adjustments (882 ) Balance at March 31, 2016 $ 1,160,775 Balance at September 30, 2014 $ 466,206 Acquisitions 26,109 Translation and other adjustments (3,991 ) Balance at March 31, 2015 $ 488,324 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 $415.9 million, which includes $63.3 million of indefinite lived trademarks, $3.5 million of amortizable trade names, and $349.1 million of customer relationships. The weighted-average useful lives of the acquired assets are 18.7 years for customer relationships. Intangible assets consisted of the following (in thousands): March 31, September 30, March 31, Weighted- 1 Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 1,031 4.18 Customer relationships 541,161 191,852 188,057 18.72 Trademarks 4,600 1,100 742 3.78 Beneficial lease arrangements 610 610 610 Total amortizable intangible assets 549,195 196,386 190,440 Less: Accumulated amortization (149,663 ) (119,081 ) (108,540 ) Total amortizable intangible assets, net $ 399,532 $ 77,305 $ 81,900 Indefinite lived trademarks 73,050 9,750 9,750 $ 472,582 $ 87,055 $ 91,650 ________________________ 1 As of March 31, 2016 For the six month periods ended March 31, 2016 and 2015, we recorded $32.3 million and $7.2 million of amortization expense relating to the above-listed intangible assets, respectively. For the three month periods ended March 31, 2016 and 2015, we recorded $17.1 million and $3.6 million of amortization expense relating to the above-listed intangible assets, respectively. The following table presents the estimated annual amortization expense for these intangible assets (in thousands): 2016 (Apr-Sept) $ 34,876 2017 74,508 2018 61,383 2019 49,798 2020 40,083 Thereafter 138,884 $ 399,532 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 7. Financing Arrangements March 31, September 30, March 31, 2016 2015 2015 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ 225,000 $ - $ - U.S. Revolver, expires October 1, 2020 2 70,690 - - Canadian revolver, expires March 31, 2017 3 - 11,240 3,948 Term Loan: Term Loan, matures October 1, 2022 4 436,632 - - Term Loan, matures March 31, 2017 5 - 181,450 189,491 Total borrowings under Senior Secured Credit Facility 732,322 192,690 193,439 Less: current portion (4,500) (22,490) (15,198) Total long-term borrowings under Senior Secured Credit Facility $ 727,822 $ 170,200 $ 178,241 Senior Notes Senior Notes, matures October 2023 6 290,410 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 290,410 $ - $ - Equipment Financing Facilities Equipment Financing Facilities: Equipment financing facilities, various maturities through September 2021 7 $ 22,855 $ 25,488 $ 28,283 Capital lease obligations, various maturities through November 2021 8 25,130 - - Total obligations under equipment financing facilities 47,985 25,488 28,283 Less: current portion (7,659) (5,069) (5,362) Total long-term obligations under equipment financing facilities $ 40,326 $ 20,419 $ 22,921 1 - Effective rates on borrowings are 2.13% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 2 - Effective rates on borrowings are 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 3 - Effective rate on borrowings are 0.00% as of March 31, 2016; 3.70% as of September 30, 2015; and 4.00% as of March 31, 2015 4 - Interest rate of 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 5 - Interest rate of 0.00% as of March 31, 2016; 4.25% as of September 30, 2015; and 2.17% as of March 31, 2015); extinguished in first quarter of 2016 6 - Interest rate of 6.38% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 7 - Fixed Interest rates ranging from 2.33% to 4.49% as of March 31, 2016 and September 30, 2015; and from 2.33% to 4.60% as of March 31, 2015 8 - Fixed interest rates ranging from 2.72% to 10.39% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 As a result of the RSG Acquisition, on October 1, 2015, the Company entered into a credit agreement governing the terms of a new $ 450.0 700.0 300.0 8 6.38 Revolving Line of Credit Facilities On October 1, 2015, the Company entered into a $ 700 670 30 2.12 4.00 2.13 295.7 10.3 0.25 60 Term Loan On October 1, 2015, the Company entered into a $ 450.0 1.1 October 1, 2022 4.00 The Company elected to pay interest based on the six month LIBOR rate, subject to a minimum rate of 1.00 3.00 436.6 Senior Notes The Company also raised $ 300.0 6.38 October 1, 2023 290.4 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, to refinance or otherwise extinguish all third-party indebtedness for borrowed money under Company’s and RSG’s existing senior secured credit facilities and RSG’s unsecured senior notes due 2020, to finance the acquisition, and to pay fees and expenses associated with the RSG Acquisition. The Company incurred financing costs totaling approximately $ 31.3 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 Senior Financing B Facility ABL Facility Notes Facilities Total 2016 (Apr-Sept) $ 2,250 $ - $ - $ 4,921 $ 7,171 2017 4,500 - - 10,311 14,811 2018 4,500 - - 9,584 14,084 2019 4,500 - - 9,631 14,131 2020 4,500 - - 8,960 13,460 Thereafter 427,500 303,721 300,000 4,579 1,035,800 Total debt 447,750 303,721 300,000 47,986 1,099,457 Less current portion (4,500) - - (7,659) (12,159) Total long-term debt $ 443,250 $ 303,721 $ 300,000 $ 40,327 $ 1,087,298 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 8. Financial Instruments 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 March 31, 2017 1.38 2.8 2.3 2.3 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2016 | |
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 Year ending March 31, Leases 2016 (Apr-Sept) $ 28,075 2017 44,663 2018 32,643 2019 25,137 2020 16,798 Thereafter 29,985 Total minimum lease payments $ 177,301 Rent expense for the three and six month periods ending March 31, 2016 was $ 14.6 30.6 |
Foreign Net Revenue
Foreign Net Revenue | 6 Months Ended |
Mar. 31, 2016 | |
Revenue and Total Property From External Customers Attributed To Foreign Countries By Geographic Area Disclosure [Abstract] | |
Foreign Net Revenue | 10. Foreign Net Revenue Foreign (Canadian) net revenue was $ 19.9 20.5 65.0 66.1 |
Fair Value
Fair Value | 6 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 11. Fair Value As of March 31, 2016, 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). Based upon recent trading prices (Level 2 market approach) as of March 31, 2016 the fair value of the Company’s $ 300.0 318.4 |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 6 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Guarantor Information | 12. Supplemental Guarantor Information All of the Senior Notes issued on October 1, 2015 are guaranteed jointly and severally by all of the United States subsidiaries of the Company (collectively, the “Guarantors”), and not by the Canadian subsidiaries of the Company. Such guarantees are full and unconditional. Supplemental condensed consolidating financial information of the Company, including such information for the Guarantors, is presented below. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the non-guarantor subsidiaries operated as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the Guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups. (Unaudited; In thousands) March 31, 2016 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Accounts receivable, net - 476,860 15,130 (1,140) 490,850 Inventories, net - 483,582 30,168 - 513,750 Prepaid expenses and other current assets 16,474 145,102 3,049 - 164,625 Total current assets 16,474 1,134,375 53,036 (19,819) 1,184,066 Intercompany receivable, net - 802,015 - (802,015) - Investments in consolidated subsidiaries 2,716,780 - - (2,716,780) - Deferred income taxes, net 17,403 - - (17,403) - Property and equipment, net 3,740 135,511 8,743 - 147,994 Goodwill - 1,130,818 29,957 - 1,160,775 Intangibles, net - 468,881 3,701 - 472,582 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 34,045 $ 392,032 $ 11,736 $ (19,819) $ 417,994 Accrued expenses 10,390 137,378 4,924 - 152,692 Current portions of long-term debt 4,500 7,659 - - 12,159 Total current liabilities 48,935 537,069 16,660 (19,819) 582,845 Intercompany payable, net 764,168 - 37,847 (802,015) - Long-term debt, net of current 722,542 - - - 722,542 Borrowings under revolving lines of credit - 295,690 - - 295,690 Deferred income taxes, net - 119,855 426 (17,403) 102,878 Long-term obligations under equipment financing and other, net of current - 42,860 47 - 42,907 Total liabilities 1,535,645 995,474 54,980 (839,237) 1,746,862 Total stockholders' equity 1,219,985 2,676,323 40,457 (2,716,780) 1,219,985 Total Liabilities and Stockholders' Equity $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 September 30, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 42,816 $ 7,051 $ (4,206) $ 45,661 Accounts receivable, net - 365,679 34,693 (640) 399,732 Inventories, net - 299,107 21,892 - 320,999 Prepaid expenses and other current assets 14,013 78,314 5,601 - 97,928 Total current assets 14,013 785,916 69,237 (4,846) 864,320 Intercompany receivable, net - 386,892 - (386,892) - Investments in consolidated subsidiaries 1,429,665 - - (1,429,665) - Deferred income taxes, net 20,532 - - (20,532) - Property and equipment, net 2,339 79,428 8,638 - 90,405 Goodwill - 465,575 30,840 - 496,415 Intangibles, net - 84,915 2,140 - 87,055 Other assets, net 1,233 - - - 1,233 Total Assets $ 1,467,782 $ 1,802,726 $ 110,855 $ (1,841,935) $ 1,539,428 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 14,519 $ 218,920 $ 16,298 $ (4,846) $ 244,891 Accrued expenses 38,744 80,738 5,312 - 124,794 Borrowings under revolving lines of credit - - 11,240 - 11,240 Current portions of long-term obligations 11,250 5,070 - - 16,320 Total current liabilities 64,513 304,728 32,850 (4,846) 397,245 Intercompany payable, net 349,908 - 36,984 (386,892) - Long-term debt, net of current 170,200 - - - 170,200 Deferred income taxes, net - 86,860 172 (20,532) 66,500 Long-term obligations under equipment financing and other, net of current 45 22,256 66 - 22,367 Total liabilities 584,666 413,844 70,072 (412,270) 656,312 Total stockholders' equity 883,116 1,388,882 40,783 (1,429,665) 883,116 Total Liabilities and Stockholders' Equity $ 1,467,782 $ 1,802,726 $ 110,855 $ (1,841,935) $ 1,539,428 March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 25,487 $ 5,962 $ (8,493) $ 22,956 Accounts receivable, net - 233,912 15,010 (768) 248,154 Inventories, net - 329,748 31,569 - 361,317 Prepaid expenses and other current assets 16,146 70,729 2,761 (16,146) 73,490 Total current assets 16,146 659,876 55,302 (25,407) 705,917 Intercompany receivable, net - 397,545 - (397,545) - Investments in consolidated subsidiaries 1,359,194 - - (1,359,194) - Deferred income taxes, net 14,315 - 310 (14,625) - Property and equipment, net 2,585 73,998 8,471 - 85,054 Goodwill - 457,220 31,104 - 488,324 Intangibles, net 12 88,896 2,742 - 91,650 Other assets, net 1,644 - 1,368 - 3,012 Total Assets $ 1,393,896 $ 1,677,535 $ 99,297 $ (1,796,771) $ 1,373,957 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 17,479 $ 178,286 $ 16,208 $ (9,260) $ 202,713 Accrued expenses 6,959 87,907 1,825 (16,145) 80,546 Borrowings under revolving lines of credit - - 3,948 - 3,948 Current portions of long-term obligations 11,250 5,362 - - 16,612 Total current liabilities 35,688 271,555 21,981 (25,405) 303,819 Intercompany payable, net 361,441 - 36,104 (397,545) - Long-term debt, net of current 178,241 - - - 178,241 Deferred income taxes, net - 63,264 - (14,627) 48,637 Long-term obligations under equipment financing and other, net of current 45 24,665 69 - 24,779 Total liabilities 575,415 359,484 58,154 (437,577) 555,476 Total stockholders' equity 818,481 1,318,051 41,143 (1,359,194) 818,481 Total Liabilities and Stockholders' Equity $ 1,393,896 $ 1,677,535 $ 99,297 $ (1,796,771) $ 1,373,957 BEACON ROOFING SUPPLY, INC. Condensed Consolidated Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended March 31, 2016 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 803,781 $ 19,862 $ (106) $ 823,537 Cost of products sold - 612,646 15,233 (106) 627,773 Gross profit - 191,135 4,629 - 195,764 Operating expenses 27,987 157,398 6,496 - 191,881 Intercompany charges (income) (17,593) 16,270 1,323 - - Income (loss) from operations (10,394) 17,467 (3,190) - 3,883 Interest expense, financing costs, and other 4,763 8,267 (4) - 13,026 Intercompany interest expense (income) (4,795) 4,412 383 - - Income (loss) before provision for income taxes (10,362) 4,788 (3,569) - (9,143) Provision for (benefit from) income taxes (11,141) 8,663 (946) - (3,424) Income before equity in net income of subsidiaries 779 (3,875) (2,623) - (5,719) Equity in net income of subsidiaries (6,498) - - 6,498 - Net income $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Weighted-average common stock outstanding: Basic 59,295,990 Diluted 59,295,990 Net income per share: Basic $ (0.10) Diluted $ (0.10) Three Months Ended March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 392,789 $ 20,479 $ (84) $ 413,184 Cost of products sold - 300,925 15,570 (84) 316,411 Gross profit - 91,864 4,909 - 96,773 Operating expenses 8,814 94,895 7,270 - 110,979 Intercompany charges (income) (6,729) 6,134 595 - - Income (loss) from operations (2,085) (9,165) (2,956) - (14,206) Interest expense, financing costs, and other 2,335 4 183 - 2,522 Intercompany interest expense (income) (3,721) 3,337 384 - - Income (loss) before provision for income taxes (699) (12,506) (3,523) - (16,728) Provision for (benefit from) income taxes (328) (4,887) (1,727) - (6,942) Income before equity in net income of subsidiaries (371) (7,619) (1,796) - (9,786) Equity in net income of subsidiaries (9,415) - - 9,415 - Net income $ (9,786) $ (7,619) $ (1,796) $ 9,415 $ (9,786) Weighted-average common stock outstanding: Basic 49,513,141 Diluted 49,513,141 Net income per share: Basic $ (0.20) Diluted $ (0.20) Six Months Ended March 31, 2016 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,735,265 $ 64,999 $ (247) $ 1,800,017 Cost of products sold - 1,321,029 50,283 (247) 1,371,065 Gross profit - 414,236 14,716 - 428,952 Operating expenses 59,159 324,412 14,654 - 398,225 Intercompany charges (income) (25,440) 23,456 1,984 - - Income (loss) from operations (33,719) 66,368 (1,922) - 30,727 Interest expense, financing costs, and other 14,637 14,505 140 - 29,282 Intercompany interest expense (income) (8,721) 7,949 772 - - Income (loss) before provision for income taxes (39,635) 43,914 (2,834) - 1,445 Provision for (benefit from) income taxes (20,873) 21,670 (751) - 46 Income before equity in net income of subsidiaries (18,762) 22,244 (2,083) - 1,399 Equity in net income of subsidiaries 20,161 - - (20,161) - Net income $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Weighted-average common stock outstanding: Basic 59,133,569 Diluted 60,077,852 Net income per share: Basic $ 0.02 Diluted $ 0.02 Six Months Ended March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 943,291 $ 66,093 $ (158) $ 1,009,226 Cost of products sold - 723,906 51,140 (158) 774,888 Gross profit - 219,385 14,953 - 234,338 Operating expenses 18,234 190,533 15,957 - 224,724 Intercompany charges (income) (13,427) 12,236 1,191 - - Income (loss) from operations (4,807) 16,616 (2,195) - 9,614 Interest expense, financing costs, and other 4,774 69 334 - 5,177 Intercompany interest expense (income) (7,635) 6,852 783 - - Income (loss) before provision for income taxes (1,946) 9,695 (3,312) - 4,437 Provision for (benefit from) income taxes (838) 4,180 (2,026) - 1,316 Income before equity in net income of subsidiaries (1,108) 5,515 (1,286) - 3,121 Equity in net income of subsidiaries 4,229 - - (4,229) - Net income $ 3,121 $ 5,515 $ (1,286) $ (4,229) $ 3,121 Weighted-average common stock outstanding: Basic 49,470,528 Diluted 50,029,935 Net income per share: Basic $ 0.06 Diluted $ 0.06 Condensed Consolidated Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Other comprehensive income (loss): Foreign currency translation adjustment 4,226 - 4,226 (4,226) 4,226 Total other comprehensive income (loss) 4,226 - 4,226 (4,226) 4,226 Comprehensive income (loss) $ (1,493) $ (3,875) $ 1,603 $ 2,272 $ (1,493) Three Months Ended March 31, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ (9,786) $ (7,619) $ (1,796) $ 9,415 $ (9,786) Other comprehensive income (loss): Foreign currency translation adjustment (6,169) - (6,169) 6,169 (6,169) Unrealized gain (loss) due to change in fair value of derivatives, net of tax (263) - - - (263) Total other comprehensive income (loss) (6,432) - (6,169) 6,169 (6,432) Comprehensive income (loss) $ (16,218) $ (7,619) $ (7,965) $ 15,584 $ (16,218) Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Other comprehensive income (loss): Foreign currency translation adjustment 1,757 - 1,757 (1,757) 1,757 Total other comprehensive income (loss) 1,757 - 1,757 (1,757) 1,757 Comprehensive income (loss) $ 3,156 $ 22,244 $ (326) $ (21,918) $ 3,156 Six Months Ended March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ 3,121 $ 5,515 $ (1,286) $ (4,229) $ 3,121 Other comprehensive income (loss): Foreign currency translation adjustment (9,358) - (9,358) 9,358 (9,358) Unrealized gain (loss) due to change in fair value of derivatives, net of tax (298) - - - (298) Total other comprehensive income (loss) (9,656) - (9,358) 9,358 (9,656) Comprehensive income (loss) $ (6,535) $ 5,515 $ (10,644) $ 5,129 $ (6,535) Condensed Consolidated Statements of Cash Flows (Unaudited; In thousands) Six Months Ended March 31, 2016 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by operating activities (41,213) 127,076 9,262 (14,473) 80,652 Investing Activities Purchases of property and equipment (1,507) (9,093) (459) - (11,059) Acquisition of businesses (941,156) - - - (941,156) Proceeds from the sale of assets - 377 - - 377 Intercompany activity 423,620 - - (423,620) - Net cash used in investing activities (519,043) (8,716) (459) (423,620) (951,838) Financing Activities Borrowings under revolving lines of credit - 1,017,128 - - 1,017,128 Repayments under revolving lines of credit - (713,407) (11,448) - (724,855) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (187,875) - - - (187,875) Repayments under equipment financing facilities and other - (2,633) - - (2,633) Borrowings under Senior Notes 300,000 - - - 300,000 Payment of deferred financing costs (18,890) (8,923) - - (27,813) Proceeds from issuance of common stock 15,391 - - - 15,391 Excess tax benefit from stock-based compensation 1,630 - - - 1,630 Intercompany activity - (424,510) 890 423,620 - Net cash provided by (used in) financing activities 560,256 (132,345) (10,558) 423,620 840,973 Effect of exchange rate changes on cash and cash equivalents - - (607) - (607) Net increase (decrease) in cash and cash equivalents - (13,985) (2,362) (14,473) (30,820) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Six Months Ended March 31, 2015 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by operating activities (24,915) 78,178 10,888 (1,666) 62,485 Investing Activities Purchases of property and equipment (235) (4,751) (393) (5) (5,384) Acquisition of businesses (69,745) - - - (69,745) Proceeds from the sale of assets - 367 - - 367 Intercompany activity 104,887 - - (104,887) - Net cash used in investing activities 34,907 (4,384) (393) (104,892) (74,762) Financing Activities Borrowings under revolving lines of credit 235,907 - - - 235,907 Repayments under revolving lines of credit (243,707) - (5,832) - (249,539) Borrowings under term loan - - - - - Repayments under term loan (5,625) - - - (5,625) Repayments under equipment financing facilities and other - (2,758) - - (2,758) Borrowings under Senior Notes - - - - - Payment of deferred financing costs - - - - - Proceeds from issuance of common stock 3,171 - - - 3,171 Excess tax benefit from stock-based compensation 262 - - - 262 Intercompany activity - (103,602) (1,285) 104,887 - Net cash provided by (used in) financing activities (9,992) (106,360) (7,117) 104,887 (18,582) Effect of exchange rate changes on cash and cash equivalents - - (657) - (657) Net increase (decrease) in cash and cash equivalents - (32,566) 2,721 (1,671) (31,516) Cash and cash equivalents, beginning of period - 58,053 3,241 (6,822) 54,472 Cash and cash equivalents, end of period $ - $ 25,487 $ 5,962 $ (8,493) $ 22,956 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 1, 2016 the Company completed strategic acquisitions of Atlantic Building Products, a Pennsylvania-based company, and Lyf-Tym Building Products, a North Carolina-based company. On May 2, 2016 the Company completed a strategic acquisition of Fox Brothers, a Michigan-based company. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Adopted In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-3, “Simplifying the Presentation of Debt Issuance Costs” 28.7 4.2 1.8 In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU No. 2015-17, " Balance Sheet Classification of Deferred Taxes 2.3 14.8 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ CompensationStock Compensation, Improvements to Employee Share-Based Payment Accounting.” |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,705 Property, plant, and equipment 55,159 Other intangible assets 382,600 Other assets - Goodwill 617,634 Current liabilities (248,083) Non-current liabilities (61,918) Total purchase price $ 1,169,450 |
Business Acquisition, Pro Forma Information | The following table represents the unaudited pro forma consolidated revenue and net loss for the Company for the prior periods indicated (in thousands, except per share amount): Three Months Ended Six Months Ended March 31, 2015 March 31, 2015 Revenue $ 652,805 $ 1,529,758 Net loss (40,652) (52,560) Net loss per share (0.68) (0.88) |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
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 Six Months Ended March 31, March 31, 2016 2015 2016 2015 Weighted-average common shares outstanding, basic 59,295,990 49,513,141 59,133,569 49,470,528 Effect of dilutive securities: Stock options - - 696,112 469,698 Restricted stock units - - 248,171 89,709 Weighted-average common shares outstanding, diluted 59,295,990 49,513,141 60,077,852 50,029,935 |
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 conditions were not met. Three Months Ended Six Months Ended March 31, March 31, 2016 2015 2016 2015 Stock options 665,281 1,838,400 667,251 1,370,873 Restricted stock units 88,407 78,533 88,407 123,332 |
Comprehensive Income and Capi23
Comprehensive Income and Capital Structure (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Comprehensive Income And Capital Structure [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the six months ended March 31, 2016 (in thousands, except share amounts): Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2015 49,790,743 $ 497 $ 345,934 $ 557,405 $ (20,720) $ 883,116 Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes 691,955 7 15,384 - - 15,391 Issuance of common stock in connection with RSG acquisition 9,038,950 91 306,734 - - 306,825 Stock-based compensation - - 10,696 - - 10,696 Other comprehensive income (loss) - - - - 2,558 2,558 Net income - - - 1,399 - 1,399 Balance at March 31, 2016 59,521,648 $ 595 $ 678,748 $ 558,804 $ (18,162) $ 1,219,985 |
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. Accumulated Foreign Derivative Other Currency Financial Comprehensive Translation Instruments Loss Balance as of September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income (loss) before reclassifications 1,757 - 1,757 Reclassifications out of other comprehensive income - 801 801 Balance as of March 31, 2016 $ (17,536) $ (626) $ (18,162) The reclassification of $ 0.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
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 six months ended March 31, 2016: 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 | Weighted- Average Weighted- Remaining Aggregate Options Average Contractual Term Intrinsic Outstanding Exercise Price (Years) Value 1 Balance at September 30, 2015 2,410,907 $ 24.55 6.3 $ 20,698 Granted 991,776 21.32 Exercised (680,109) 18.90 Canceled (57,964) 21.19 Balance at March 31, 2016 2,664,610 $ 24.86 6.7 $ 43,049 Vested and expected to vest after March 31, 2016 2,546,646 $ 24.73 6.6 $ 41,464 Exercisable at March 31, 2016 1,655,622 $ 22.72 5.2 $ 30,290 1 |
Restricted Shares and Units Outstanding and Activity During the Period | Information regarding the Company’s restricted stock unit activity is summarized below (in thousands, except per share amounts): Weighted-Average RSUs Grant Date Fair Outstanding Value Balance at September 30, 2015 619,999 $ 31.95 Granted 214,852 38.92 Released (11,846) 31.11 Forfeited (111,095) 37.34 Balance at March 31, 2016 711,910 $ 34.12 Vested and expected to vest after March 31, 2016 645,345 $ 33.91 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
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 six months ended March 31, 2016 and 2015, respectively (in thousands): Balance at September 30, 2015 $ 496,415 Acquisition of RSG 617,634 Other acquisitions 47,608 Translation and other adjustments (882) Balance at March 31, 2016 $ 1,160,775 Balance at September 30, 2014 $ 466,206 Acquisitions 26,109 Translation and other adjustments (3,991) Balance at March 31, 2015 $ 488,324 |
Intangibles and Other Assets, Included in Other Long-term Assets | Weighted- Average March 31, September 30, March 31, Remaining 2016 2015 2015 Life 1 Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 1,031 4.18 Customer relationships 541,161 191,852 188,057 18.72 Trademarks 4,600 1,100 742 3.78 Beneficial lease arrangements 610 610 610 Total amortizable intangible assets 549,195 196,386 190,440 Less: Accumulated amortization (149,663) (119,081) (108,540) Total amortizable intangible assets, net $ 399,532 $ 77,305 $ 81,900 Indefinite lived trademarks 73,050 9,750 9,750 $ 472,582 $ 87,055 $ 91,650 ________________________ 1 |
Estimated Future Annual Amortization | The following table presents the estimated annual amortization expense for these intangible assets (in thousands): 2016 (Apr-Sept) $ 34,876 2017 74,508 2018 61,383 2019 49,798 2020 40,083 Thereafter 138,884 $ 399,532 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | March 31, September 30, March 31, 2016 2015 2015 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ 225,000 $ - $ - U.S. Revolver, expires October 1, 2020 2 70,690 - - Canadian revolver, expires March 31, 2017 3 - 11,240 3,948 Term Loan: Term Loan, matures October 1, 2022 4 436,632 - - Term Loan, matures March 31, 2017 5 - 181,450 189,491 Total borrowings under Senior Secured Credit Facility 732,322 192,690 193,439 Less: current portion (4,500) (22,490) (15,198) Total long-term borrowings under Senior Secured Credit Facility $ 727,822 $ 170,200 $ 178,241 Senior Notes Senior Notes, matures October 2023 6 290,410 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 290,410 $ - $ - Equipment Financing Facilities Equipment Financing Facilities: Equipment financing facilities, various maturities through September 2021 7 $ 22,855 $ 25,488 $ 28,283 Capital lease obligations, various maturities through November 2021 8 25,130 - - Total obligations under equipment financing facilities 47,985 25,488 28,283 Less: current portion (7,659) (5,069) (5,362) Total long-term obligations under equipment financing facilities $ 40,326 $ 20,419 $ 22,921 1 - Effective rates on borrowings are 2.13% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 2 - Effective rates on borrowings are 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 3 - Effective rate on borrowings are 0.00% as of March 31, 2016; 3.70% as of September 30, 2015; and 4.00% as of March 31, 2015 4 - Interest rate of 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 5 - Interest rate of 0.00% as of March 31, 2016; 4.25% as of September 30, 2015; and 2.17% as of March 31, 2015); extinguished in first quarter of 2016 6 - Interest rate of 6.38% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 7 - Fixed Interest rates ranging from 2.33% to 4.49% as of March 31, 2016 and September 30, 2015; and from 2.33% to 4.60% as of March 31, 2015 8 - Fixed interest rates ranging from 2.72% to 10.39% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 |
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 Senior Financing B Facility ABL Facility Notes Facilities Total 2016 (Apr-Sept) $ 2,250 $ - $ - $ 4,921 $ 7,171 2017 4,500 - - 10,311 14,811 2018 4,500 - - 9,584 14,084 2019 4,500 - - 9,631 14,131 2020 4,500 - - 8,960 13,460 Thereafter 427,500 303,721 300,000 4,579 1,035,800 Total debt 447,750 303,721 300,000 47,986 1,099,457 Less current portion (4,500) - - (7,659) (12,159) Total long-term debt $ 443,250 $ 303,721 $ 300,000 $ 40,327 $ 1,087,298 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Leases [Abstract] | |
Leases | As of March 31, 2016, the minimum rental commitments for non-cancelable operating leases with initial or remaining terms of more than one year were as follows: Operating Year ending March 31, Leases 2016 (Apr-Sept) $ 28,075 2017 44,663 2018 32,643 2019 25,137 2020 16,798 Thereafter 29,985 Total minimum lease payments $ 177,301 |
Supplemental Guarantor Inform28
Supplemental Guarantor Information (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | (Unaudited; In thousands) March 31, 2016 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Accounts receivable, net - 476,860 15,130 (1,140) 490,850 Inventories, net - 483,582 30,168 - 513,750 Prepaid expenses and other current assets 16,474 145,102 3,049 - 164,625 Total current assets 16,474 1,134,375 53,036 (19,819) 1,184,066 Intercompany receivable, net - 802,015 - (802,015) - Investments in consolidated subsidiaries 2,716,780 - - (2,716,780) - Deferred income taxes, net 17,403 - - (17,403) - Property and equipment, net 3,740 135,511 8,743 - 147,994 Goodwill - 1,130,818 29,957 - 1,160,775 Intangibles, net - 468,881 3,701 - 472,582 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 34,045 $ 392,032 $ 11,736 $ (19,819) $ 417,994 Accrued expenses 10,390 137,378 4,924 - 152,692 Current portions of long-term debt 4,500 7,659 - - 12,159 Total current liabilities 48,935 537,069 16,660 (19,819) 582,845 Intercompany payable, net 764,168 - 37,847 (802,015) - Long-term debt, net of current 722,542 - - - 722,542 Borrowings under revolving lines of credit - 295,690 - - 295,690 Deferred income taxes, net - 119,855 426 (17,403) 102,878 Long-term obligations under equipment financing and other, net of current - 42,860 47 - 42,907 Total liabilities 1,535,645 995,474 54,980 (839,237) 1,746,862 Total stockholders' equity 1,219,985 2,676,323 40,457 (2,716,780) 1,219,985 Total Liabilities and Stockholders' Equity $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 September 30, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 42,816 $ 7,051 $ (4,206) $ 45,661 Accounts receivable, net - 365,679 34,693 (640) 399,732 Inventories, net - 299,107 21,892 - 320,999 Prepaid expenses and other current assets 14,013 78,314 5,601 - 97,928 Total current assets 14,013 785,916 69,237 (4,846) 864,320 Intercompany receivable, net - 386,892 - (386,892) - Investments in consolidated subsidiaries 1,429,665 - - (1,429,665) - Deferred income taxes, net 20,532 - - (20,532) - Property and equipment, net 2,339 79,428 8,638 - 90,405 Goodwill - 465,575 30,840 - 496,415 Intangibles, net - 84,915 2,140 - 87,055 Other assets, net 1,233 - - - 1,233 Total Assets $ 1,467,782 $ 1,802,726 $ 110,855 $ (1,841,935) $ 1,539,428 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 14,519 $ 218,920 $ 16,298 $ (4,846) $ 244,891 Accrued expenses 38,744 80,738 5,312 - 124,794 Borrowings under revolving lines of credit - - 11,240 - 11,240 Current portions of long-term obligations 11,250 5,070 - - 16,320 Total current liabilities 64,513 304,728 32,850 (4,846) 397,245 Intercompany payable, net 349,908 - 36,984 (386,892) - Long-term debt, net of current 170,200 - - - 170,200 Deferred income taxes, net - 86,860 172 (20,532) 66,500 Long-term obligations under equipment financing and other, net of current 45 22,256 66 - 22,367 Total liabilities 584,666 413,844 70,072 (412,270) 656,312 Total stockholders' equity 883,116 1,388,882 40,783 (1,429,665) 883,116 Total Liabilities and Stockholders' Equity $ 1,467,782 $ 1,802,726 $ 110,855 $ (1,841,935) $ 1,539,428 March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 25,487 $ 5,962 $ (8,493) $ 22,956 Accounts receivable, net - 233,912 15,010 (768) 248,154 Inventories, net - 329,748 31,569 - 361,317 Prepaid expenses and other current assets 16,146 70,729 2,761 (16,146) 73,490 Total current assets 16,146 659,876 55,302 (25,407) 705,917 Intercompany receivable, net - 397,545 - (397,545) - Investments in consolidated subsidiaries 1,359,194 - - (1,359,194) - Deferred income taxes, net 14,315 - 310 (14,625) - Property and equipment, net 2,585 73,998 8,471 - 85,054 Goodwill - 457,220 31,104 - 488,324 Intangibles, net 12 88,896 2,742 - 91,650 Other assets, net 1,644 - 1,368 - 3,012 Total Assets $ 1,393,896 $ 1,677,535 $ 99,297 $ (1,796,771) $ 1,373,957 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 17,479 $ 178,286 $ 16,208 $ (9,260) $ 202,713 Accrued expenses 6,959 87,907 1,825 (16,145) 80,546 Borrowings under revolving lines of credit - - 3,948 - 3,948 Current portions of long-term obligations 11,250 5,362 - - 16,612 Total current liabilities 35,688 271,555 21,981 (25,405) 303,819 Intercompany payable, net 361,441 - 36,104 (397,545) - Long-term debt, net of current 178,241 - - - 178,241 Deferred income taxes, net - 63,264 - (14,627) 48,637 Long-term obligations under equipment financing and other, net of current 45 24,665 69 - 24,779 Total liabilities 575,415 359,484 58,154 (437,577) 555,476 Total stockholders' equity 818,481 1,318,051 41,143 (1,359,194) 818,481 Total Liabilities and Stockholders' Equity $ 1,393,896 $ 1,677,535 $ 99,297 $ (1,796,771) $ 1,373,957 |
Condensed Consolidated Statements of Operations | BEACON ROOFING SUPPLY, INC. Condensed Consolidated Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended March 31, 2016 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 803,781 $ 19,862 $ (106) $ 823,537 Cost of products sold - 612,646 15,233 (106) 627,773 Gross profit - 191,135 4,629 - 195,764 Operating expenses 27,987 157,398 6,496 - 191,881 Intercompany charges (income) (17,593) 16,270 1,323 - - Income (loss) from operations (10,394) 17,467 (3,190) - 3,883 Interest expense, financing costs, and other 4,763 8,267 (4) - 13,026 Intercompany interest expense (income) (4,795) 4,412 383 - - Income (loss) before provision for income taxes (10,362) 4,788 (3,569) - (9,143) Provision for (benefit from) income taxes (11,141) 8,663 (946) - (3,424) Income before equity in net income of subsidiaries 779 (3,875) (2,623) - (5,719) Equity in net income of subsidiaries (6,498) - - 6,498 - Net income $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Weighted-average common stock outstanding: Basic 59,295,990 Diluted 59,295,990 Net income per share: Basic $ (0.10) Diluted $ (0.10) Three Months Ended March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 392,789 $ 20,479 $ (84) $ 413,184 Cost of products sold - 300,925 15,570 (84) 316,411 Gross profit - 91,864 4,909 - 96,773 Operating expenses 8,814 94,895 7,270 - 110,979 Intercompany charges (income) (6,729) 6,134 595 - - Income (loss) from operations (2,085) (9,165) (2,956) - (14,206) Interest expense, financing costs, and other 2,335 4 183 - 2,522 Intercompany interest expense (income) (3,721) 3,337 384 - - Income (loss) before provision for income taxes (699) (12,506) (3,523) - (16,728) Provision for (benefit from) income taxes (328) (4,887) (1,727) - (6,942) Income before equity in net income of subsidiaries (371) (7,619) (1,796) - (9,786) Equity in net income of subsidiaries (9,415) - - 9,415 - Net income $ (9,786) $ (7,619) $ (1,796) $ 9,415 $ (9,786) Weighted-average common stock outstanding: Basic 49,513,141 Diluted 49,513,141 Net income per share: Basic $ (0.20) Diluted $ (0.20) Six Months Ended March 31, 2016 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 1,735,265 $ 64,999 $ (247) $ 1,800,017 Cost of products sold - 1,321,029 50,283 (247) 1,371,065 Gross profit - 414,236 14,716 - 428,952 Operating expenses 59,159 324,412 14,654 - 398,225 Intercompany charges (income) (25,440) 23,456 1,984 - - Income (loss) from operations (33,719) 66,368 (1,922) - 30,727 Interest expense, financing costs, and other 14,637 14,505 140 - 29,282 Intercompany interest expense (income) (8,721) 7,949 772 - - Income (loss) before provision for income taxes (39,635) 43,914 (2,834) - 1,445 Provision for (benefit from) income taxes (20,873) 21,670 (751) - 46 Income before equity in net income of subsidiaries (18,762) 22,244 (2,083) - 1,399 Equity in net income of subsidiaries 20,161 - - (20,161) - Net income $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Weighted-average common stock outstanding: Basic 59,133,569 Diluted 60,077,852 Net income per share: Basic $ 0.02 Diluted $ 0.02 Six Months Ended March 31, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 943,291 $ 66,093 $ (158) $ 1,009,226 Cost of products sold - 723,906 51,140 (158) 774,888 Gross profit - 219,385 14,953 - 234,338 Operating expenses 18,234 190,533 15,957 - 224,724 Intercompany charges (income) (13,427) 12,236 1,191 - - Income (loss) from operations (4,807) 16,616 (2,195) - 9,614 Interest expense, financing costs, and other 4,774 69 334 - 5,177 Intercompany interest expense (income) (7,635) 6,852 783 - - Income (loss) before provision for income taxes (1,946) 9,695 (3,312) - 4,437 Provision for (benefit from) income taxes (838) 4,180 (2,026) - 1,316 Income before equity in net income of subsidiaries (1,108) 5,515 (1,286) - 3,121 Equity in net income of subsidiaries 4,229 - - (4,229) - Net income $ 3,121 $ 5,515 $ (1,286) $ (4,229) $ 3,121 Weighted-average common stock outstanding: Basic 49,470,528 Diluted 50,029,935 Net income per share: Basic $ 0.06 Diluted $ 0.06 |
Condensed Consolidated Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidated Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Other comprehensive income (loss): Foreign currency translation adjustment 4,226 - 4,226 (4,226) 4,226 Total other comprehensive income (loss) 4,226 - 4,226 (4,226) 4,226 Comprehensive income (loss) $ (1,493) $ (3,875) $ 1,603 $ 2,272 $ (1,493) Three Months Ended March 31, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ (9,786) $ (7,619) $ (1,796) $ 9,415 $ (9,786) Other comprehensive income (loss): Foreign currency translation adjustment (6,169) - (6,169) 6,169 (6,169) Unrealized gain (loss) due to change in fair value of derivatives, net of tax (263) - - - (263) Total other comprehensive income (loss) (6,432) - (6,169) 6,169 (6,432) Comprehensive income (loss) $ (16,218) $ (7,619) $ (7,965) $ 15,584 $ (16,218) Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Other comprehensive income (loss): Foreign currency translation adjustment 1,757 - 1,757 (1,757) 1,757 Total other comprehensive income (loss) 1,757 - 1,757 (1,757) 1,757 Comprehensive income (loss) $ 3,156 $ 22,244 $ (326) $ (21,918) $ 3,156 Six Months Ended March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ 3,121 $ 5,515 $ (1,286) $ (4,229) $ 3,121 Other comprehensive income (loss): Foreign currency translation adjustment (9,358) - (9,358) 9,358 (9,358) Unrealized gain (loss) due to change in fair value of derivatives, net of tax (298) - - - (298) Total other comprehensive income (loss) (9,656) - (9,358) 9,358 (9,656) Comprehensive income (loss) $ (6,535) $ 5,515 $ (10,644) $ 5,129 $ (6,535) |
Condensed Consolidated Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidated Statements of Cash Flows (Unaudited; In thousands) Six Months Ended March 31, 2016 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by operating activities (41,213) 127,076 9,262 (14,473) 80,652 Investing Activities Purchases of property and equipment (1,507) (9,093) (459) - (11,059) Acquisition of businesses (941,156) - - - (941,156) Proceeds from the sale of assets - 377 - - 377 Intercompany activity 423,620 - - (423,620) - Net cash used in investing activities (519,043) (8,716) (459) (423,620) (951,838) Financing Activities Borrowings under revolving lines of credit - 1,017,128 - - 1,017,128 Repayments under revolving lines of credit - (713,407) (11,448) - (724,855) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (187,875) - - - (187,875) Repayments under equipment financing facilities and other - (2,633) - - (2,633) Borrowings under Senior Notes 300,000 - - - 300,000 Payment of deferred financing costs (18,890) (8,923) - - (27,813) Proceeds from issuance of common stock 15,391 - - - 15,391 Excess tax benefit from stock-based compensation 1,630 - - - 1,630 Intercompany activity - (424,510) 890 423,620 - Net cash provided by (used in) financing activities 560,256 (132,345) (10,558) 423,620 840,973 Effect of exchange rate changes on cash and cash equivalents - - (607) - (607) Net increase (decrease) in cash and cash equivalents - (13,985) (2,362) (14,473) (30,820) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Six Months Ended March 31, 2015 Parent Guarantor Non-Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by operating activities (24,915) 78,178 10,888 (1,666) 62,485 Investing Activities Purchases of property and equipment (235) (4,751) (393) (5) (5,384) Acquisition of businesses (69,745) - - - (69,745) Proceeds from the sale of assets - 367 - - 367 Intercompany activity 104,887 - - (104,887) - Net cash used in investing activities 34,907 (4,384) (393) (104,892) (74,762) Financing Activities Borrowings under revolving lines of credit 235,907 - - - 235,907 Repayments under revolving lines of credit (243,707) - (5,832) - (249,539) Borrowings under term loan - - - - - Repayments under term loan (5,625) - - - (5,625) Repayments under equipment financing facilities and other - (2,758) - - (2,758) Borrowings under Senior Notes - - - - - Payment of deferred financing costs - - - - - Proceeds from issuance of common stock 3,171 - - - 3,171 Excess tax benefit from stock-based compensation 262 - - - 262 Intercompany activity - (103,602) (1,285) 104,887 - Net cash provided by (used in) financing activities (9,992) (106,360) (7,117) 104,887 (18,582) Effect of exchange rate changes on cash and cash equivalents - - (657) - (657) Net increase (decrease) in cash and cash equivalents - (32,566) 2,721 (1,671) (31,516) Cash and cash equivalents, beginning of period - 58,053 3,241 (6,822) 54,472 Cash and cash equivalents, end of period $ - $ 25,487 $ 5,962 $ (8,493) $ 22,956 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | |||
Debt Issuance Cost | $ 28,700 | $ 1,800 | $ 4,200 |
Deferred Tax Assets, Net, Noncurrent | $ 0 | $ 14,800 | $ 2,300 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 |
Goodwill | $ 1,160,775 | $ 496,415 | $ 488,324 | $ 466,206 |
RSG Acquisition [Member] | ||||
Cash | 16,451 | |||
Accounts receivable | 177,251 | |||
Inventory | 179,651 | |||
Other current assets | 50,705 | |||
Property, plant, and equipment | 55,159 | |||
Other intangible assets | 382,600 | |||
Other assets | 0 | |||
Goodwill | 617,634 | |||
Current liabilities | (248,083) | |||
Non-current liabilities | (61,918) | |||
Total purchase price | $ 1,169,450 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Mar. 31, 2015 | |
Revenue | $ 652,805 | $ 1,529,758 |
Net loss | $ (40,652) | $ (52,560) |
Net loss per share | $ (0.68) | $ (0.88) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 29, 2015USD ($) | Dec. 18, 2015USD ($) | Dec. 01, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Oct. 31, 2015 |
Business Acquisition [Line Items] | ||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | $ 47,600 | $ 47,600 | ||||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | $ 33,300 | $ 33,300 | ||||||
Number Of Vendors | 26 | 26 | ||||||
Business Combination Good will Tax Deductible Portion | $ 84,000 | $ 84,000 | ||||||
Revenue, Net | 823,537 | $ 413,184 | 1,800,017 | $ 1,009,226 | ||||
Net loss | (5,719) | $ (9,786) | 1,399 | $ 3,121 | ||||
Business Combination, Acquired Receivables, Fair Value | 177,300 | 177,300 | ||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 186,000 | 186,000 | ||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 9,000 | $ 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% | 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 | $ 41,900 | $ 41,900 | ||||||
Revenue, Net | 304,300 | 644,200 | ||||||
Net loss | $ (7,900) | $ (29,200) | ||||||
RSG Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number Of Business Locations | 85 | |||||||
Number Of States Business Location | 25 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted-average common shares outstanding, basic | 59,295,990 | 49,513,141 | 59,133,569 | 49,470,528 |
Effect of dilutive securities: | ||||
Weighted-average common shares outstanding, diluted | 59,295,990 | 49,513,141 | 60,077,852 | 50,029,935 |
Employee Stock Option [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 696,112 | 469,698 |
Restricted Stock [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 248,171 | 89,709 |
Net Income (Loss) per Share (34
Net Income (Loss) per Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 665,281 | 1,838,400 | 667,251 | 1,370,873 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88,407 | 78,533 | 88,407 | 123,332 |
Comprehensive Income and Capi35
Comprehensive Income and Capital Structure (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders Equity, Opening Balance | $ 883,116 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes | $ 15,391 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes (Shares) | 680,109 | |||
Issuance of common stock in connection with RSG acquisition | $ 306,825 | |||
Stock-based compensation | 10,696 | $ 4,744 | ||
Other comprehensive income (loss) | $ 4,226 | $ (6,432) | 1,757 | (9,656) |
Net income | (5,719) | (9,786) | 1,399 | 3,121 |
Stockholders Equity, Ending Balance | 1,219,985 | $ 818,481 | 1,219,985 | $ 818,481 |
Common Stock | ||||
Stockholders Equity, Opening Balance | $ 497 | |||
Stockholders Equity, Opening Balance (Shares) | 49,790,743 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes | $ 7 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes (Shares) | 691,955 | |||
Issuance of common stock in connection with RSG acquisition | $ 91 | |||
Issuance of common stock in connection with RSG acquisition (Shares) | 9,038,950 | |||
Stock-based compensation | $ 0 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ 595 | $ 595 | ||
Stockholders Equity, Ending Balance (Shares) | 59,521,648 | 59,521,648 | ||
Additional Paid-in Capital | ||||
Stockholders Equity, Opening Balance | $ 345,934 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes | 15,384 | |||
Issuance of common stock in connection with RSG acquisition | 306,734 | |||
Stock-based compensation | 10,696 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ 678,748 | 678,748 | ||
Retained Earnings | ||||
Stockholders Equity, Opening Balance | 557,405 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes | 0 | |||
Issuance of common stock in connection with RSG acquisition | 0 | |||
Stock-based compensation | 0 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 1,399 | |||
Stockholders Equity, Ending Balance | 558,804 | 558,804 | ||
Accumulated Other Comprehensive Loss | ||||
Stockholders Equity, Opening Balance | (20,720) | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes | 0 | |||
Issuance of common stock in connection with RSG acquisition | 0 | |||
Stock-based compensation | 0 | |||
Other comprehensive income (loss) | 2,558 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ (18,162) | $ (18,162) |
Comprehensive Income and Capi36
Comprehensive Income and Capital Structure (Details 1) $ in Thousands | 6 Months Ended |
Mar. 31, 2016USD ($) | |
Foreign Currency Translation | |
Balance at September 30, 2015 | $ (19,293) |
Other comprehensive income (loss) before reclassifications | 1,757 |
Reclassifications out of other comprehensive income | 0 |
Balance as of March 31, 2016 | (17,536) |
Derivative Financial Instruments | |
Balance at September 30, 2015 | (1,427) |
Other comprehensive income (loss) before reclassifications | 0 |
Reclassifications out of other comprehensive income | 801 |
Balance as of March 31, 2016 | (626) |
Accumulated Other Comprehensive Loss | |
Balance as of September 30, 2015 | (20,720) |
Other comprehensive income (loss) before reclassifications | 1,757 |
Reclassifications out of other comprehensive income | 801 |
Balance as of March 31, 2016 | $ (18,162) |
Comprehensive Income and Capi37
Comprehensive Income and Capital Structure - Additional Information (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2016USD ($) | |
Other Comprehensive Income (Loss), Tax | $ 0.8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 6 Months Ended |
Mar. 31, 2016 | |
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 (Det39
Stock-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2015 | ||
Number of Shares | |||
Outstanding at September 30, 2015 | 2,410,907 | ||
Granted | 991,776 | ||
Exercised | (680,109) | ||
Canceled | (57,964) | ||
Outstanding at March 31, 2016 | 2,664,610 | 2,410,907 | |
Vested or Expected to Vest at March 31, 2016 | 2,546,646 | ||
Exercisable at March 31, 2016 | 1,655,622 | ||
Weighted-Average Exercise Price | |||
Outstanding at September 30, 2015 | $ 24.55 | ||
Granted | 21.32 | ||
Exercised | 18.90 | ||
Canceled | 21.19 | ||
Outstanding at March 31, 2016 | 24.86 | $ 24.55 | |
Vested or Expected to Vest at March 31, 2016 | 24.73 | ||
Exercisable at March 31, 2016 | $ 22.72 | ||
Weighted-Average Remaining Contractual Life | |||
Outstanding at Balance | 6 years 8 months 12 days | 6 years 3 months 18 days | |
Vested or Expected to Vest at March 31, 2016 | 6 years 7 months 6 days | ||
Exercisable at March 31, 2016 | 5 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Outstanding at Balance | [1] | $ 43,049 | $ 20,698 |
Vested or Expected to Vest at March 31, 2016 | [1] | 41,464 | |
Exercisable at March 31, 2016 | [1] | $ 30,290 | |
[1] | Aggregate intrinsic value as of September 30, 2015 represents the difference between the closing fair value of the underlying common stock on September 30, 2015 and the exercise price of outstanding, in-the-money options. Aggregate intrinsic value as of March 31, 2016 represents the difference between the closing fair value of the underlying common stock on March 31, 2016 and the exercise price of outstanding, in-the-money options. |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details 2) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Shares | |
Outstanding at September 30, 2015 | shares | 619,999 |
Granted | shares | 214,852 |
Released | shares | (11,846) |
Forfeited | shares | (111,095) |
Outstanding at March 31, 2016 | shares | 711,910 |
Vested and expected to vest after March 31, 2016 | shares | 645,345 |
Weighted - Average Grant Date Fair Value | |
Outstanding at September 30, 2015 | $ / shares | $ 31.95 |
Granted | $ / shares | 38.92 |
Released | $ / shares | 31.11 |
Forfeited | $ / shares | 37.34 |
Outstanding at March 31, 2016 | $ / shares | 34.12 |
Vested and expected to vest after March 31, 2016 | $ / shares | $ 33.91 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Feb. 09, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation number of shares authorized | 5,000,000 | ||||
Stock-based compensation number of shares available for awards | 4,998,442 | 4,998,442 | |||
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 | $ 1.9 | $ 0.8 | $ 3 | $ 1.5 | |
Total unrecognized compensation cost related to unvested stock | 13.2 | $ 13.2 | |||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years | ||||
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 | 1.6 | $ 1.5 | $ 7.7 | $ 3.2 | |
Non Qualified Options Expire | 10 years | ||||
Total unrecognized compensation cost related to unvested stock | $ 9.7 | $ 9.7 | |||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 1 month 6 days |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill, Beginning balance | $ 496,415 | $ 466,206 |
Acquisition of RSG | 617,634 | 26,109 |
Other acquisitions | 47,608 | |
Translation and other adjustments | (882) | (3,991) |
Goodwill, Ending balance | $ 1,160,775 | $ 488,324 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |||
Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | ||
Intangible Assets And Other Assets [Line Items] | ||||
Total amortizable intangible assets | $ 549,195 | $ 196,386 | $ 190,440 | |
Less: Accumulated amortization | (149,663) | (119,081) | (108,540) | |
Total amortizable intangible assets, net | 399,532 | 77,305 | 81,900 | |
Deferred Finance Costs, Net [Abstract] | ||||
Indefinite-lived trademarks | 73,050 | 9,750 | 9,750 | |
Total other assets, net | 472,582 | 87,055 | 91,650 | |
Noncompete Agreements [Member] | ||||
Intangible Assets And Other Assets [Line Items] | ||||
Total amortizable intangible assets | $ 2,824 | 2,824 | 1,031 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 4 years 2 months 5 days | ||
Customer Relationships [Member] | ||||
Intangible Assets And Other Assets [Line Items] | ||||
Total amortizable intangible assets | $ 541,161 | 191,852 | 188,057 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 18 years 8 months 19 days | ||
Trademarks [Member] | ||||
Intangible Assets And Other Assets [Line Items] | ||||
Total amortizable intangible assets | $ 4,600 | 1,100 | 742 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 3 years 9 months 11 days | ||
Beneficial Lease Arrangements [Member] | ||||
Intangible Assets And Other Assets [Line Items] | ||||
Total amortizable intangible assets | $ 610 | $ 610 | $ 610 | |
[1] | As of March 31, 2016 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 |
2016 (Apr-Sept) | $ 34,876 | ||
2,017 | 74,508 | ||
2,018 | 61,383 | ||
2,019 | 49,798 | ||
2,020 | 40,083 | ||
Thereafter | 138,884 | ||
Total future amortization | $ 399,532 | $ 77,305 | $ 81,900 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 17.1 | $ 3.6 | $ 32.3 | $ 7.2 |
Finite-lived Intangible Assets Acquired | $ 415.9 | |||
Customer Relationships [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 8 months 12 days | |||
Finite-lived Intangible Assets Acquired | $ 349.1 | |||
Trade Names [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | 3.5 | |||
Trademarks [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 63.3 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Oct. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | ||||
Total | $ 1,099,457 | |||||||
Less: current portion | (12,159) | |||||||
Long-term debt, net of current | 722,542 | $ 170,200 | $ 178,241 | |||||
Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | 732,322 | 192,690 | 193,439 | |||||
Less: current portion | (4,500) | (22,490) | (15,198) | |||||
Total long-term portion of borrowings under Senior Secured Credit Facility | 727,822 | 170,200 | 178,241 | |||||
Senior Notes [Member] | ||||||||
Total long-term portion of borrowings under Senior Secured Credit Facility | 300,000 | |||||||
Total | 290,410 | [1] | $ 300,000 | 0 | [1] | 0 | [1] | |
Less: current portion | 0 | 0 | 0 | |||||
Long-term debt, net of current | 290,410 | 0 | 0 | |||||
US Revolver 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [2] | 225,000 | 0 | 0 | ||||
Us Revolver 2 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [3] | 70,690 | 0 | 0 | ||||
Canadian Revolver 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [4] | 0 | 11,240 | 3,948 | ||||
Term Loan 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [5] | 436,632 | 0 | 0 | ||||
Term Loan 2 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [6] | 0 | 181,450 | 189,491 | ||||
Equipment Financing Facilities 1 [Member] | ||||||||
Total | [7] | 22,855 | 25,488 | 28,283 | ||||
Equipment Financing Facilities 2 [Member] | ||||||||
Total | [8] | 25,130 | 0 | 0 | ||||
Equipment Financing Facilities [Member] | ||||||||
Total | 47,985 | 25,488 | 28,283 | |||||
Less: current portion | (7,659) | (5,069) | (5,362) | |||||
Long-term debt, net of current | $ 40,326 | $ 20,419 | $ 22,921 | |||||
[1] | Interest rate of 6.38% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 | |||||||
[2] | Effective rates on borrowings are 2.13% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 | |||||||
[3] | Effective rates on borrowings are 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 | |||||||
[4] | Effective rate on borrowings are 0.00% as of March 31, 2016; 3.70% as of September 30, 2015; and 4.00% as of March 31, 2015 | |||||||
[5] | Interest rate of 4.00% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 | |||||||
[6] | Interest rate of 0.00% as of March 31, 2016; 4.25% as of September 30, 2015; and 2.17% as of March 31, 2015); extinguished in first quarter of 2016 | |||||||
[7] | Fixed Interest rates ranging from 2.33% to 4.49% as of March 31, 2016 and September 30, 2015; and from 2.33% to 4.60% as of March 31, 2015 | |||||||
[8] | Fixed interest rates ranging from 2.72% to 10.39% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 |
Financing Arrangements (Detai47
Financing Arrangements (Details) (Parenthetical) | 6 Months Ended |
Mar. 31, 2016 | |
Senior Notes [Member] | |
Line of Credit Facility, Expiration Date | Oct. 31, 2023 |
US Revolver 1 [Member] | |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 |
Us Revolver 2 [Member] | |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 |
Canadian Revolver 1 [Member] | |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 |
Term Loan 1 [Member] | |
Line of Credit Facility, Expiration Date | Oct. 1, 2022 |
Term Loan 2 [Member] | |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 |
Financing Arrangements (Detai48
Financing Arrangements (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Oct. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | |||
2016 (Apr-Sept) | $ 7,171 | ||||||
2,017 | 14,811 | ||||||
2,018 | 14,084 | ||||||
2,019 | 14,131 | ||||||
2,020 | 13,460 | ||||||
Thereafter | 1,035,800 | ||||||
Total debt | 1,099,457 | ||||||
Less current portion | (12,159) | ||||||
Total long-term debt | 722,542 | $ 170,200 | $ 178,241 | ||||
Senior Notes [Member] | |||||||
2016 (Apr-Sept) | 0 | ||||||
2,017 | 0 | ||||||
2,018 | 0 | ||||||
2,019 | 0 | ||||||
2,020 | 0 | ||||||
Thereafter | 300,000 | ||||||
Total debt | 290,410 | [1] | $ 300,000 | 0 | [1] | 0 | [1] |
Less current portion | 0 | 0 | 0 | ||||
Total long-term debt | 290,410 | 0 | 0 | ||||
Term Loan B Facility [Member] | |||||||
2016 (Apr-Sept) | 2,250 | ||||||
2,017 | 4,500 | ||||||
2,018 | 4,500 | ||||||
2,019 | 4,500 | ||||||
2,020 | 4,500 | ||||||
Thereafter | 427,500 | ||||||
Total debt | 447,750 | ||||||
Less current portion | (4,500) | ||||||
Total long-term debt | 443,250 | ||||||
ABL Facility [Member] | |||||||
2016 (Apr-Sept) | 0 | ||||||
2,017 | 0 | ||||||
2,018 | 0 | ||||||
2,019 | 0 | ||||||
2,020 | 0 | ||||||
Thereafter | 303,721 | ||||||
Total debt | 303,721 | ||||||
Less current portion | 0 | ||||||
Total long-term debt | 303,721 | ||||||
Equipment Financing Facilities [Member] | |||||||
2016 (Apr-Sept) | 4,921 | ||||||
2,017 | 10,311 | ||||||
2,018 | 9,584 | ||||||
2,019 | 9,631 | ||||||
2,020 | 8,960 | ||||||
Thereafter | 4,579 | ||||||
Total debt | 47,985 | 25,488 | 28,283 | ||||
Less current portion | (7,659) | (5,069) | (5,362) | ||||
Total long-term debt | $ 40,326 | $ 20,419 | $ 22,921 | ||||
[1] | Interest rate of 6.38% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 |
Financing Arrangements (Additio
Financing Arrangements (Additional Information) (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Oct. 31, 2015CAD | ||||
Long-term Line of Credit | $ 700,000 | |||||||
Long-term Debt, Total | $ 1,099,457 | |||||||
Debt Issuance Cost | 28,700 | $ 1,800 | $ 4,200 | |||||
Roofing Supply Group [Member] | ||||||||
Debt Issuance Cost | 31,300 | |||||||
Revolving Credit Facility [Member] | ||||||||
Long-term Line of Credit | $ 670,000 | 295,700 | CAD 30 | |||||
Line of Credit Facility, Interest Rate at Period End | 2.13% | 2.13% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | |||||||
Percentage Of Unused Commitment Fees | 0.25% | |||||||
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||||
Long-term Line of Credit | $ 10,300 | |||||||
Term Loan 1 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 0.00% | 0.00% | |||||
ABL Facility [Member] | ||||||||
Long-term Line of Credit | $ 700,000 | |||||||
Long-term Debt, Total | $ 303,721 | |||||||
Term Loan 2 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 2.17% | 4.25% | |||||
Senior Notes [Member] | ||||||||
Long-term Line of Credit | $ 290,400 | |||||||
Line of Credit Facility, Interest Rate at Period End | 6.38% | 0.00% | 0.00% | |||||
Long-term Debt, Total | $ 300,000 | $ 290,410 | [1] | $ 0 | [1] | $ 0 | [1] | |
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 | $ 436,600 | ||||||
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 | 2.12% | |||||||
US Revolver 1 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 2.13% | 0.00% | 0.00% | |||||
Us Revolver 2 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 0.00% | 0.00% | |||||
Canadian Revolver 1 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 4.00% | 3.70% | |||||
Equipment Financing Facilities 1 [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.49% | 4.60% | 4.49% | |||||
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% | |||||||
[1] | Interest rate of 6.38% as of March 31, 2016; 0.00% as of September 30, 2015 and March 31, 2015 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2016 | 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 | Mar. 31, 2016USD ($) |
2016 (Apr-Sept) | $ 28,075 |
2,017 | 44,663 |
2,018 | 32,643 |
2,019 | 25,137 |
2,020 | 16,798 |
Thereafter | 29,985 |
Total minimum lease payments | $ 177,301 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Operating Leases, Rent Expense, Net, Total | $ 14.6 | $ 30.6 |
Foreign Net Revenue - Additiona
Foreign Net Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 823,537 | $ 413,184 | $ 1,800,017 | $ 1,009,226 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 19,900 | $ 20,500 | $ 65,000 | $ 66,100 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - Senior Notes [Member] $ in Millions | Mar. 31, 2016USD ($) |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior Notes Payable, Net Of Current Portion | $ 300 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior Notes Payable, Net Of Current Portion | 300 |
Long-term Debt, Fair Value | $ 318.4 |
Supplemental Guarantor Inform55
Supplemental Guarantor Information (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 14,841 | $ 45,661 | $ 22,956 | $ 54,472 |
Accounts receivable, net | 490,850 | 399,732 | 248,154 | |
Inventories, net | 513,750 | 320,999 | 361,317 | |
Prepaid expenses and other current assets | 164,625 | 97,928 | 73,490 | |
Total current assets | 1,184,066 | 864,320 | 705,917 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 2,300 | 14,800 | |
Property and equipment, net | 147,994 | 90,405 | 85,054 | |
Goodwill | 1,160,775 | 496,415 | 488,324 | $ 466,206 |
Intangibles, net | 472,582 | 87,055 | 91,650 | |
Other assets, net | 1,430 | 1,233 | 3,012 | |
Total Assets | 2,966,847 | 1,539,428 | 1,373,957 | |
Current liabilities: | ||||
Accounts payable | 417,994 | 244,891 | 202,713 | |
Accrued expenses | 152,692 | 124,794 | 80,546 | |
Borrowings under revolving lines of credit | 0 | 11,240 | 3,948 | |
Current portions of long-term debt | 12,159 | 16,320 | 16,612 | |
Total current liabilities | 582,845 | 397,245 | 303,819 | |
Intercompany payable, net | 0 | 0 | 0 | |
Long-term debt, net of current | 722,542 | 170,200 | 178,241 | |
Borrowings under revolving lines of credit | 295,690 | 0 | 0 | |
Deferred income taxes, net | 102,878 | 66,500 | 48,637 | |
Long-term obligations under equipment financing and other, net of current | 42,907 | 22,367 | 24,779 | |
Total liabilities | 1,746,862 | 656,312 | 555,476 | |
Total stockholders' equity | 1,219,985 | 883,116 | 818,481 | |
Total Liabilities and Stockholders' Equity | 2,966,847 | 1,539,428 | 1,373,957 | |
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | 0 | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 16,474 | 14,013 | 16,146 | |
Total current assets | 16,474 | 14,013 | 16,146 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 2,716,780 | 1,429,665 | 1,359,194 | |
Deferred income taxes, net | 17,403 | 20,532 | 14,315 | |
Property and equipment, net | 3,740 | 2,339 | 2,585 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 12 | |
Other assets, net | 1,233 | 1,233 | 1,644 | |
Total Assets | 2,755,630 | 1,467,782 | 1,393,896 | |
Current liabilities: | ||||
Accounts payable | 34,045 | 14,519 | 17,479 | |
Accrued expenses | 10,390 | 38,744 | 6,959 | |
Borrowings under revolving lines of credit | 0 | 0 | ||
Current portions of long-term debt | 4,500 | 11,250 | 11,250 | |
Total current liabilities | 48,935 | 64,513 | 35,688 | |
Intercompany payable, net | 764,168 | 349,908 | 361,441 | |
Long-term debt, net of current | 722,542 | 170,200 | 178,241 | |
Borrowings under revolving lines of credit | 0 | |||
Deferred income taxes, net | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net of current | 0 | 45 | 45 | |
Total liabilities | 1,535,645 | 584,666 | 575,415 | |
Total stockholders' equity | 1,219,985 | 883,116 | 818,481 | |
Total Liabilities and Stockholders' Equity | 2,755,630 | 1,467,782 | 1,393,896 | |
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 28,831 | 42,816 | 25,487 | |
Accounts receivable, net | 476,860 | 365,679 | 233,912 | |
Inventories, net | 483,582 | 299,107 | 329,748 | |
Prepaid expenses and other current assets | 145,102 | 78,314 | 70,729 | |
Total current assets | 1,134,375 | 785,916 | 659,876 | |
Intercompany receivable, net | 802,015 | 386,892 | 397,545 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 135,511 | 79,428 | 73,998 | |
Goodwill | 1,130,818 | 465,575 | 457,220 | |
Intangibles, net | 468,881 | 84,915 | 88,896 | |
Other assets, net | 197 | 0 | 0 | |
Total Assets | 3,671,797 | 1,802,726 | 1,677,535 | |
Current liabilities: | ||||
Accounts payable | 392,032 | 218,920 | 178,286 | |
Accrued expenses | 137,378 | 80,738 | 87,907 | |
Borrowings under revolving lines of credit | 0 | 0 | ||
Current portions of long-term debt | 7,659 | 5,070 | 5,362 | |
Total current liabilities | 537,069 | 304,728 | 271,555 | |
Intercompany payable, net | 0 | 0 | 0 | |
Long-term debt, net of current | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 295,690 | |||
Deferred income taxes, net | 119,855 | 86,860 | 63,264 | |
Long-term obligations under equipment financing and other, net of current | 42,860 | 22,256 | 24,665 | |
Total liabilities | 995,474 | 413,844 | 359,484 | |
Total stockholders' equity | 2,676,323 | 1,388,882 | 1,318,051 | |
Total Liabilities and Stockholders' Equity | 3,671,797 | 1,802,726 | 1,677,535 | |
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 4,689 | 7,051 | 5,962 | |
Accounts receivable, net | 15,130 | 34,693 | 15,010 | |
Inventories, net | 30,168 | 21,892 | 31,569 | |
Prepaid expenses and other current assets | 3,049 | 5,601 | 2,761 | |
Total current assets | 53,036 | 69,237 | 55,302 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 310 | |
Property and equipment, net | 8,743 | 8,638 | 8,471 | |
Goodwill | 29,957 | 30,840 | 31,104 | |
Intangibles, net | 3,701 | 2,140 | 2,742 | |
Other assets, net | 0 | 0 | 1,368 | |
Total Assets | 95,437 | 110,855 | 99,297 | |
Current liabilities: | ||||
Accounts payable | 11,736 | 16,298 | 16,208 | |
Accrued expenses | 4,924 | 5,312 | 1,825 | |
Borrowings under revolving lines of credit | 11,240 | 3,948 | ||
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 16,660 | 32,850 | 21,981 | |
Intercompany payable, net | 37,847 | 36,984 | 36,104 | |
Long-term debt, net of current | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 0 | |||
Deferred income taxes, net | 426 | 172 | 0 | |
Long-term obligations under equipment financing and other, net of current | 47 | 66 | 69 | |
Total liabilities | 54,980 | 70,072 | 58,154 | |
Total stockholders' equity | 40,457 | 40,783 | 41,143 | |
Total Liabilities and Stockholders' Equity | 95,437 | 110,855 | 99,297 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (18,679) | (4,206) | (8,493) | |
Accounts receivable, net | (1,140) | (640) | (768) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | (16,146) | |
Total current assets | (19,819) | (4,846) | (25,407) | |
Intercompany receivable, net | (802,015) | (386,892) | (397,545) | |
Investments in consolidated subsidiaries | (2,716,780) | (1,429,665) | (1,359,194) | |
Deferred income taxes, net | (17,403) | (20,532) | (14,625) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | (3,556,017) | (1,841,935) | (1,796,771) | |
Current liabilities: | ||||
Accounts payable | (19,819) | (4,846) | (9,260) | |
Accrued expenses | 0 | 0 | (16,145) | |
Borrowings under revolving lines of credit | 0 | 0 | ||
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | (19,819) | (4,846) | (25,405) | |
Intercompany payable, net | (802,015) | (386,892) | (397,545) | |
Long-term debt, net of current | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 0 | |||
Deferred income taxes, net | (17,403) | (20,532) | (14,627) | |
Long-term obligations under equipment financing and other, net of current | 0 | 0 | 0 | |
Total liabilities | (839,237) | (412,270) | (437,577) | |
Total stockholders' equity | (2,716,780) | (1,429,665) | (1,359,194) | |
Total Liabilities and Stockholders' Equity | $ (3,556,017) | $ (1,841,935) | $ (1,796,771) |
Supplemental Guarantor Inform56
Supplemental Guarantor Information (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 823,537 | $ 413,184 | $ 1,800,017 | $ 1,009,226 |
Cost of products sold | 627,773 | 316,411 | 1,371,065 | 774,888 |
Gross profit | 195,764 | 96,773 | 428,952 | 234,338 |
Operating expenses | 191,881 | 110,979 | 398,225 | 224,724 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | 3,883 | (14,206) | 30,727 | 9,614 |
Interest expense, financing costs, and other | 13,026 | 2,522 | 29,282 | 5,177 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | (9,143) | (16,728) | 1,445 | 4,437 |
Provision for (benefit from) income taxes | (3,424) | (6,942) | 46 | 1,316 |
Income before equity in net income of subsidiaries | (5,719) | (9,786) | 1,399 | 3,121 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | $ (5,719) | $ (9,786) | $ 1,399 | $ 3,121 |
Weighted-average common stock outstanding: | ||||
Basic (in shares) | 59,295,990 | 49,513,141 | 59,133,569 | 49,470,528 |
Diluted (in shares) | 59,295,990 | 49,513,141 | 60,077,852 | 50,029,935 |
Net income (loss) per share: | ||||
Basic (in dollers per share) | $ (0.10) | $ (0.20) | $ 0.02 | $ 0.06 |
Diluted (in dollers per share) | $ (0.10) | $ (0.20) | $ 0.02 | $ 0.06 |
Parent Company [Member] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | 27,987 | 8,814 | 59,159 | 18,234 |
Intercompany charges (income) | (17,593) | (6,729) | (25,440) | (13,427) |
Income (loss) from operations | (10,394) | (2,085) | (33,719) | (4,807) |
Interest expense, financing costs, and other | 4,763 | 2,335 | 14,637 | 4,774 |
Intercompany interest expense (income) | (4,795) | (3,721) | (8,721) | (7,635) |
Income (loss) before provision for income taxes | (10,362) | (699) | (39,635) | (1,946) |
Provision for (benefit from) income taxes | (11,141) | (328) | (20,873) | (838) |
Income before equity in net income of subsidiaries | 779 | (371) | (18,762) | (1,108) |
Equity in net income of subsidiaries | (6,498) | (9,415) | 20,161 | 4,229 |
Net income | (5,719) | (9,786) | 1,399 | 3,121 |
Guarantor Subsidiaries [Member] | ||||
Net sales | 803,781 | 392,789 | 1,735,265 | 943,291 |
Cost of products sold | 612,646 | 300,925 | 1,321,029 | 723,906 |
Gross profit | 191,135 | 91,864 | 414,236 | 219,385 |
Operating expenses | 157,398 | 94,895 | 324,412 | 190,533 |
Intercompany charges (income) | 16,270 | 6,134 | 23,456 | 12,236 |
Income (loss) from operations | 17,467 | (9,165) | 66,368 | 16,616 |
Interest expense, financing costs, and other | 8,267 | 4 | 14,505 | 69 |
Intercompany interest expense (income) | 4,412 | 3,337 | 7,949 | 6,852 |
Income (loss) before provision for income taxes | 4,788 | (12,506) | 43,914 | 9,695 |
Provision for (benefit from) income taxes | 8,663 | (4,887) | 21,670 | 4,180 |
Income before equity in net income of subsidiaries | (3,875) | (7,619) | 22,244 | 5,515 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | (3,875) | (7,619) | 22,244 | 5,515 |
Non-Guarantor Subsidiaries [Member] | ||||
Net sales | 19,862 | 20,479 | 64,999 | 66,093 |
Cost of products sold | 15,233 | 15,570 | 50,283 | 51,140 |
Gross profit | 4,629 | 4,909 | 14,716 | 14,953 |
Operating expenses | 6,496 | 7,270 | 14,654 | 15,957 |
Intercompany charges (income) | 1,323 | 595 | 1,984 | 1,191 |
Income (loss) from operations | (3,190) | (2,956) | (1,922) | (2,195) |
Interest expense, financing costs, and other | (4) | 183 | 140 | 334 |
Intercompany interest expense (income) | 383 | 384 | 772 | 783 |
Income (loss) before provision for income taxes | (3,569) | (3,523) | (2,834) | (3,312) |
Provision for (benefit from) income taxes | (946) | (1,727) | (751) | (2,026) |
Income before equity in net income of subsidiaries | (2,623) | (1,796) | (2,083) | (1,286) |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | (2,623) | (1,796) | (2,083) | (1,286) |
Eliminations and Other [Member] | ||||
Net sales | (106) | (84) | (247) | (158) |
Cost of products sold | (106) | (84) | (247) | (158) |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 | 0 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | 0 | 0 | 0 | 0 |
Interest expense, financing costs, and other | 0 | 0 | 0 | 0 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | 0 | 0 | 0 | 0 |
Provision for (benefit from) income taxes | 0 | 0 | 0 | 0 |
Income before equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | 6,498 | 9,415 | (20,161) | (4,229) |
Net income | $ 6,498 | $ 9,415 | $ (20,161) | $ (4,229) |
Supplemental Guarantor Inform57
Supplemental Guarantor Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net income (loss) | $ (5,719) | $ (9,786) | $ 1,399 | $ 3,121 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 4,226 | (6,169) | 1,757 | (9,358) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | (263) | 0 | (298) |
Total other comprehensive income (loss) | 4,226 | (6,432) | 1,757 | (9,656) |
Comprehensive income (loss) | (1,493) | (16,218) | 3,156 | (6,535) |
Parent Company [Member] | ||||
Net income (loss) | (5,719) | (9,786) | 1,399 | 3,121 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 4,226 | (6,169) | 1,757 | (9,358) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | (263) | (298) | ||
Total other comprehensive income (loss) | 4,226 | (6,432) | 1,757 | (9,656) |
Comprehensive income (loss) | (1,493) | (16,218) | 3,156 | (6,535) |
Guarantor Subsidiaries [Member] | ||||
Net income (loss) | (3,875) | (7,619) | 22,244 | 5,515 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 0 | ||
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (3,875) | (7,619) | 22,244 | 5,515 |
Non-Guarantor Subsidiaries [Member] | ||||
Net income (loss) | (2,623) | (1,796) | (2,083) | (1,286) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 4,226 | (6,169) | 1,757 | (9,358) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 0 | ||
Total other comprehensive income (loss) | 4,226 | (6,169) | 1,757 | (9,358) |
Comprehensive income (loss) | 1,603 | (7,965) | (326) | (10,644) |
Eliminations and Other [Member] | ||||
Net income (loss) | 6,498 | 9,415 | (20,161) | (4,229) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (4,226) | 6,169 | (1,757) | 9,358 |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 0 | ||
Total other comprehensive income (loss) | (4,226) | 6,169 | (1,757) | 9,358 |
Comprehensive income (loss) | $ 2,272 | $ 15,584 | $ (21,918) | $ 5,129 |
Supplemental Guarantor Inform58
Supplemental Guarantor Information (Details 3) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net cash provided by operating activities | $ 80,652 | $ 62,485 |
Investing Activities | ||
Purchases of property and equipment | (11,059) | (5,384) |
Acquisition of businesses | (941,156) | (69,745) |
Proceeds from the sale of assets | 377 | 367 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (951,838) | (74,762) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,017,128 | 235,907 |
Repayments under revolving lines of credit | (724,855) | (249,539) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (187,875) | (5,625) |
Repayments under equipment financing facilities and other | (2,633) | (2,758) |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (27,813) | 0 |
Proceeds from issuance of common stock | 15,391 | 3,171 |
Excess tax benefit from stock-based compensation | 1,630 | 262 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | 840,973 | (18,582) |
Effect of exchange rate changes on cash and cash equivalents | (607) | (657) |
Net increase (decrease) in cash and cash equivalents | (30,820) | (31,516) |
Cash and cash equivalents, beginning of period | 45,661 | 54,472 |
Cash and cash equivalents, end of period | 14,841 | 22,956 |
Parent Company [Member] | ||
Operating Activities | ||
Net cash provided by operating activities | (41,213) | (24,915) |
Investing Activities | ||
Purchases of property and equipment | (1,507) | (235) |
Acquisition of businesses | (941,156) | (69,745) |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | 423,620 | 104,887 |
Net cash used in investing activities | (519,043) | 34,907 |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 235,907 |
Repayments under revolving lines of credit | 0 | (243,707) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (187,875) | (5,625) |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (18,890) | 0 |
Proceeds from issuance of common stock | 15,391 | 3,171 |
Excess tax benefit from stock-based compensation | 1,630 | 262 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | 560,256 | (9,992) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Guarantor Subsidiaries [Member] | ||
Operating Activities | ||
Net cash provided by operating activities | 127,076 | 78,178 |
Investing Activities | ||
Purchases of property and equipment | (9,093) | (4,751) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 377 | 367 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (8,716) | (4,384) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,017,128 | 0 |
Repayments under revolving lines of credit | (713,407) | 0 |
Borrowings under term loan | 0 | 0 |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | (2,633) | (2,758) |
Borrowings under Senior Notes | 0 | 0 |
Payment of deferred financing costs | (8,923) | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | (424,510) | (103,602) |
Net cash provided by (used in) financing activities | (132,345) | (106,360) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (13,985) | (32,566) |
Cash and cash equivalents, beginning of period | 42,816 | 58,053 |
Cash and cash equivalents, end of period | 28,831 | 25,487 |
Non-Guarantor Subsidiaries [Member] | ||
Operating Activities | ||
Net cash provided by operating activities | 9,262 | 10,888 |
Investing Activities | ||
Purchases of property and equipment | (459) | (393) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (459) | (393) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 0 |
Repayments under revolving lines of credit | (11,448) | (5,832) |
Borrowings under term loan | 0 | 0 |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 0 | 0 |
Payment of deferred financing costs | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | 890 | (1,285) |
Net cash provided by (used in) financing activities | (10,558) | (7,117) |
Effect of exchange rate changes on cash and cash equivalents | (607) | (657) |
Net increase (decrease) in cash and cash equivalents | (2,362) | 2,721 |
Cash and cash equivalents, beginning of period | 7,051 | 3,241 |
Cash and cash equivalents, end of period | 4,689 | 5,962 |
Eliminations and Other [Member] | ||
Operating Activities | ||
Net cash provided by operating activities | (14,473) | (1,666) |
Investing Activities | ||
Purchases of property and equipment | 0 | (5) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | (423,620) | (104,887) |
Net cash used in investing activities | (423,620) | (104,892) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 0 |
Repayments under revolving lines of credit | 0 | 0 |
Borrowings under term loan | 0 | 0 |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 0 | 0 |
Payment of deferred financing costs | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | 423,620 | 104,887 |
Net cash provided by (used in) financing activities | 423,620 | 104,887 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (14,473) | (1,671) |
Cash and cash equivalents, beginning of period | (4,206) | (6,822) |
Cash and cash equivalents, end of period | $ (18,679) | $ (8,493) |