Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 59,763,119 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 36,536 | $ 45,661 | $ 17,594 |
Accounts receivable, less allowance of $12,022, $6,298, and $8,352 as of June 30, 2016, September 30, 2015 and June 30, 2015, respectively | 640,101 | 399,732 | 389,499 |
Inventories, net | 620,908 | 320,999 | 386,812 |
Prepaid expenses and other current assets | 205,073 | 97,928 | 99,505 |
Total current assets | 1,502,618 | 864,320 | 893,410 |
Property and equipment, net | 153,389 | 90,405 | 88,868 |
Goodwill | 1,200,206 | 496,415 | 498,499 |
Intangibles, net | 477,250 | 87,055 | 91,419 |
Other assets, net | 1,430 | 1,233 | 1,233 |
Total Assets | 3,334,893 | 1,539,428 | 1,573,429 |
Current liabilities: | |||
Accounts payable | 563,332 | 244,891 | 257,656 |
Accrued expenses | 205,412 | 124,794 | 105,756 |
Borrowings under revolving lines of credit | 0 | 11,240 | 74,110 |
Current portions of long-term debt | 12,605 | 16,320 | 16,474 |
Total current liabilities | 781,349 | 397,245 | 453,996 |
Borrowings under revolving lines of credit, net | 416,207 | 0 | 0 |
Long-term debt, net | 721,630 | 170,200 | 175,278 |
Deferred income taxes, net | 106,337 | 66,500 | 68,099 |
Long-term obligations under equipment financing and other, net | 39,720 | 22,367 | 23,602 |
Total liabilities | 2,065,243 | 656,312 | 720,975 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock (voting); $.01 par value; 100,000,000 shares authorized; 59,707,996 issued and outstanding at June 30, 2016; 49,790,743 issued and outstanding at September 30, 2015; and 49,697,834 issued and outstanding at June 30, 2015 | 597 | 497 | 496 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 686,943 | 345,934 | 340,468 |
Retained earnings | 599,930 | 557,405 | 526,598 |
Accumulated other comprehensive loss | (17,820) | (20,720) | (15,108) |
Total stockholders' equity | 1,269,650 | 883,116 | 852,454 |
Total Liabilities and Stockholders' Equity | $ 3,334,893 | $ 1,539,428 | $ 1,573,429 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 |
Accounts receivable, allowances | $ 12,022 | $ 6,298 | $ 8,352 |
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 | 59,707,996 | 49,790,743 | 49,697,834 |
Common Stock (voting), outstanding | 59,707,996 | 49,790,743 | 49,697,834 |
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 | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales | $ 1,152,726 | $ 718,214 | $ 2,952,743 | $ 1,727,440 |
Cost of products sold | 870,651 | 548,778 | 2,241,716 | 1,323,666 |
Gross profit | 282,075 | 169,436 | 711,027 | 403,774 |
Operating expense | 203,696 | 121,445 | 601,921 | 345,852 |
Income from operations | 78,379 | 47,991 | 109,106 | 57,922 |
Interest expense, financing costs, and other | 12,226 | 2,494 | 41,508 | 7,988 |
Income before provision for income taxes | 66,153 | 45,497 | 67,598 | 49,934 |
Provision for income taxes | 25,027 | 17,148 | 25,073 | 18,464 |
Net income | $ 41,126 | $ 28,349 | $ 42,525 | $ 31,470 |
Weighted-average common stock outstanding: | ||||
Basic | 59,615,121 | 49,638,251 | 59,293,500 | 49,526,436 |
Diluted | 60,619,809 | 50,199,126 | 60,276,695 | 50,089,987 |
Net income per share: | ||||
Basic | $ 0.69 | $ 0.57 | $ 0.72 | $ 0.64 |
Diluted | $ 0.68 | $ 0.56 | $ 0.71 | $ 0.63 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 41,126 | $ 28,349 | $ 42,525 | $ 31,470 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 365 | 944 | 2,122 | (8,413) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 182 | 0 | (116) |
Total other comprehensive income (loss) | 365 | 1,126 | 2,122 | (8,529) |
Comprehensive income | $ 41,491 | $ 29,475 | $ 44,647 | $ 22,941 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities | ||
Net income | $ 42,525 | $ 31,470 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 73,027 | 25,920 |
Stock-based compensation | 14,070 | 7,305 |
Certain interest expense and other financing costs | 5,113 | 814 |
Loss on sale of fixed assets | (838) | (609) |
Deferred income taxes | 1,460 | (589) |
Other, net | (359) | 286 |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | ||
Accounts receivable | (43,060) | (20,581) |
Inventories | (96,363) | (73,717) |
Prepaid expenses and other assets | (56,764) | (7,168) |
Accounts payable and accrued expenses | 135,548 | 48,091 |
Net cash provided by operating activities | 74,359 | 11,222 |
Investing Activities | ||
Purchases of property and equipment | (21,553) | (13,787) |
Acquisition of businesses | (1,018,658) | (85,301) |
Proceeds from the sale of assets | 969 | 804 |
Net cash used in investing activities | (1,039,242) | (98,284) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,409,128 | 369,266 |
Repayments under revolving lines of credit | (1,006,076) | (312,488) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (189,000) | (8,438) |
Repayments under equipment financing facilities and other | (3,847) | (4,114) |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (27,813) | 0 |
Proceeds from issuance of common stock | 20,213 | 5,107 |
Excess tax benefit from stock-based compensation | 4,024 | 1,245 |
Net cash provided by financing activities | 956,629 | 50,578 |
Effect of exchange rate changes on cash and cash equivalents | (871) | (394) |
Net decrease in cash and cash equivalents | (9,125) | (36,878) |
Cash and cash equivalents, beginning of period | 45,661 | 54,472 |
Cash and cash equivalents, end of period | 36,536 | 17,594 |
Cash paid during the period for: | ||
Interest | 40,812 | 6,847 |
Income taxes, net of tax refunds | $ 867 | $ 21,295 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Non Cash Or Part Non Cash Acquisition Non Cash Financial Or Equity Instrument Consideration Shares Issued Value | $ 302 |
Non Cash Or Part Non Cash Acquisition Non Cash Financial Or Equity Instrument Consideration Replacement Awards Value | $ 5 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 June 30, 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 nine-month periods ended June 30, 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 June 30, 2016 and 2015 had 64 business days, and the nine-month periods ended June 30, 2016 and 2015 had 190 and 189 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. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-3, “Simplifying the Presentation of Debt Issuance Costs” 28.1 4.2 1.9 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 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.” Revenue from Contracts with Customers”. |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 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 $ 1.17 288.2 306.8 574.4 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 49,001 Property, plant, and equipment 55,159 Other intangible assets 382,600 Goodwill 618,630 Current liabilities (252,588) Non-current liabilities (56,705) 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 $ 84.2 177.3 185.9 8.6 Net sales from the RSG Acquisition included in the Company’s statements of operations for the three and nine month periods ended June 30, 2016 was $ 386.7 1.03 9.9 19.3 Three Months Ended Nine Months Ended June 30 2015 June 30, 2015 Net sales $ 1,046,416 $ 2,576,174 Net income (loss) 29,832 (22,728) Net income (loss) per share 0.50 (0.38) 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 combined results. The pro forma results include an estimate for all periods for intangible asset amortization (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: $ 49.6 Other Acquisitions During the nine months ended June 30, 2016, the Company acquired 42 ⋅ 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 5 branches operating in 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 with 1 branch located in Denver, Colorado with annual sales of approximately $ 15 · On April 1, 2016, the Company purchased certain assets of Atlantic Building Products (“Atlantic”, a distributor of decking, windows, siding, and related products with 2 branches operating in eastern Pennsylvania with annual sales of approximately $ 5 ⋅ On April 1, 2016, the Company purchased certain assets of Lyf-Tym Building Products (“Lyf-Tym”), a distributor of siding, windows, gutters, vinyl railings, and related products with 6 branches operating in North Carolina and Virginia with annual sales of approximately $ 20 ⋅ On May 2, 2016, the Company purchased certain assets of Fox Brothers Company (“Fox”), a distributor of roofing, siding, windows, doors, and related products with 4 branches operating in Michigan with annual sales of approximately $ 35 ⋅ On June 1, 2016, the Company acquired 100 30 The Company recorded the preliminary acquired assets and liabilities at their estimated fair values at the acquisition date, with resulting goodwill of $ 85.9 55.4 The Company has not provided pro forma results of operations for any acquisitions besides RSG completed in fiscal years 2016 or 2015 herein as they were not material to the Company on either an individual or an aggregate basis. The Company included the results of operations of each acquisition in its consolidated statement of income from the date of each acquisition. |
Net Income per Share
Net Income per Share | 9 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 3. Net Income per Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock awards. Three Months Ended Nine Months Ended June 30, June 30, 2016 2015 2016 2015 Weighted-average common shares outstanding, basic 59,615,121 49,638,251 59,293,500 49,526,436 Effect of dilutive securities: Stock options 696,059 475,064 714,125 473,177 Restricted stock units 308,629 85,811 269,070 90,374 Weighted-average common shares outstanding, diluted 60,619,809 50,199,126 60,276,695 50,089,987 Three Months Ended Nine Months Ended June 30, June 30, 2016 2015 2016 2015 Stock options 338,769 1,328,452 561,348 1,335,952 Restricted stock units 4,066 - 60,293 2,206 |
Comprehensive Income and Capita
Comprehensive Income and Capital Structure | 9 Months Ended |
Jun. 30, 2016 | |
Comprehensive Income And Capital Structure [Abstract] | |
Comprehensive Income And Capital Structure | 4. Comprehensive Income and Capital Structure Additional Accumulated Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Income (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 878,245 9 20,205 - - 20,214 Issuance of common stock in connection with RSG acquisition 9,039,008 91 306,734 - - 306,825 Stock-based compensation - - 14,070 - - 14,070 Other comprehensive income - - - - 2,900 2,900 Net income - - - 42,525 - 42,525 Balance at June 30, 2016 59,707,996 $ 597 $ 686,943 $ 599,930 $ (17,820) $ 1,269,650 Foreign Derivative Accumulated Translation Instruments Loss Balance as of September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income before reclassifications 2,122 - 2,122 Reclassifications out of other comprehensive loss - 778 778 Balance as of June 30, 2016 $ (17,171) $ (649) $ (17,820) The reclassification of $ 0.8 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 30, 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 4,803,143 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 Stock options Non-qualified options generally expire 10 1.9 1.6 9.6 4.8 7.6 2.1 Risk-free interest rate 1.56 - 1.87 % Expected volatility 30.96 - 36.40 % Expected life (in years) 5.57 - 5.60 Expected dividend yield 0.00 % Expected lives of the options granted are based primarily on historical activity, while expected volatilities are based on historical volatilities of the Company’s stock and consideration of public companies’ stock. Weighted- Weighted- 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 (866,457) 19.60 Canceled (54,883) 22.57 Balance at June 30, 2016 2,481,343 $ 25.03 6.5 $ 50,729 Vested and expected to vest after June 30, 2016 2,371,820 $ 24.86 6.4 $ 48,885 Exercisable at June 30, 2016 1,559,687 $ 22.22 5.2 $ 36,256 __________________________________________________________ 1 Aggregate intrinsic value as represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement. Restricted Stock Units During the three months ended June 30, 2016 and 2015, the Company recorded stock-based compensation expense related to restricted stock units of $ 1.5 1.0 4.5 2.5 11.7 2.0 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 0 125 RSUs Weighted-Average Balance at September 30, 2015 619,999 $ 31.95 Granted 221,285 39.06 Released (11,846) 31.11 Forfeited (118,538) 31.76 Balance at June 30, 2016 710,900 $ 34.21 Vested and expected to vest after June 30, 2016 644,335 $ 34.01 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill Balance at September 30, 2015 $ 496,415 Acquisition of RSG 618,630 Other acquisitions 85,881 Translation and other adjustments (720) Balance at June 30, 2016 $ 1,200,206 Balance at September 30, 2014 $ 466,206 Acquisitions 34,465 Translation and other adjustments (2,172) Balance at June 30, 2015 $ 498,499 In the current period, the change in the carrying amount of goodwill is primarily attributable to the Company’s acquisition of RSG, but also driven by the other acquisitions during the nine months ended June 30, 2016 (see Note 2). Intangible Assets In connection with the acquisition of RSG and other acquisitions, we recorded intangible assets of $ 438.0 63.3 3.9 370.8 18.6 June 30, September 30, June 30, Weighted- 2016 2015 2015 Life 1 Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 4.01 Customer relationships 562,888 191,852 192,370 18.58 Trademarks 5,000 1,100 1,100 3.54 Beneficial lease arrangements 610 610 610 Total amortizable intangible assets 571,322 196,386 196,904 Less: Accumulated amortization (167,122) (119,081) (115,235) Total amortizable intangible assets, net $ 404,200 $ 77,305 $ 81,669 Indefinite lived trademarks 73,050 9,750 9,750 $ 477,250 $ 87,055 $ 91,419 _____________________________________________________________ 1 As of June 30, 2016 For the three month periods ended June 30, 2016 and 2015, we recorded $ 17.4 4.9 49.7 12.1 Year ending September 30, 2016 (Jul-Sept) $ 21,037 2017 78,638 2018 64,678 2019 52,154 2020 41,811 Thereafter 145,882 $ 404,200 |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 7. Financing Arrangements June 30, September 30, June 30, 2016 2015 2015 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ 275,000 $ - $ - U.S. Revolver, expires October 1, 2020 2 131,917 - - Canadian Revolver, expires October 1, 2020 3 9,290 - - Canadian revolver, expires March 31, 2017 4 - 11,240 12,010 U.S. Revolver, expires March 31, 2017 5 - - 62,100 Term Loan: Term Loan, matures October 1, 2022 6 435,507 - - Term Loan, matures March 31, 2017 7 - 181,450 186,528 Total borrowings under Senior Secured Credit Facility 851,714 192,690 260,638 Less: current portion (4,500) (22,490) (85,360) Total long-term borrowings under Senior Secured Credit Facility $ 847,214 $ 170,200 $ 175,278 Senior Notes Senior Notes, matures October 2023 8 290,623 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 290,623 $ - $ - Equipment Financing Facilities Equipment Financing Facilities: Equipment financing facilities, various maturities through September 2021 9 $ 21,641 $ 25,488 $ 26,927 Capital lease obligations, various maturities through November 2021 10 26,184 - - Total obligations under equipment financing facilities 47,825 25,488 26,927 Less: current portion (8,105) (5,069) (5,224) Total long-term obligations under equipment financing facilities $ 39,720 $ 20,419 $ 21,703 ___________________________________________________________ 1 - Effective rates on borrowings are 2.77 0.00 2 - Effective rates on borrowings are of 4.00 0.00 3 - Effective rates on borrowings are 3.20 0.00 4 - Effective rates on borrowings are 0.00 3.70 3.60 5 - Effective rates on borrowings are 0.00 4.00 6 - Interest rate of 4.00 0.00 7 - Interest rate of 0.00 4.25 1.93 8 - Interest rate of 6.38 0.00 9 - Fixed interest rates ranging from 2.33 4.49 10 - Fixed interest rates ranging from 2.72 10.39 0.00 0.00 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 seven 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 4.00 416.2 12.8 0.25 1.00 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 3.00 435.5 Senior Notes The Company also raised $ 300.0 6.38 semi-annually October 1, 2023 290.6 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. Term Loan ABL Facility Senior Equipment Total 2016 (Jul-Sept) $ 1,125 $ - $ - $ 6,194 $ 7,319 2017 4,500 - - 9,751 14,251 2018 4,500 - - 9,668 14,168 2019 4,500 - - 9,717 14,217 2020 4,500 - - 7,818 12,318 Thereafter 427,500 423,791 300,000 2,339 1,153,630 Total debt 446,625 423,791 300,000 45,487 1,215,903 Less current portion (4,500) - - (8,105) (12,605) Total long-term debt $ 442,125 $ 423,791 $ 300,000 $ 37,382 $ 1,203,298 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Jun. 30, 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 1.38 2.8 2.3 2.3 |
Leases
Leases | 9 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Leases | 9. Leases The Company mostly conducts business Operating Year ending September 30, Leases 2016 (Jul-Sept) $ 15,661 2017 49,463 2018 37,044 2019 28,730 2020 19,988 Thereafter 35,824 Total minimum lease payments $ 186,710 Rent expense for the three and nine month periods ended June 30, 2016 was $ 14.5 45.1 |
Foreign Net Sales
Foreign Net Sales | 9 Months Ended |
Jun. 30, 2016 | |
Revenue and Total Property From External Customers Attributed To Foreign Countries By Geographic Area Disclosure [Abstract] | |
Foreign Net Sales | 10. Foreign Net Sales Foreign (Canadian) net sales were $ 55.2 56.7 120.2 122.7 |
Fair Value
Fair Value | 9 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value As of June 30, 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 June 30, 2016 the fair value of the Company’s $ 300.0 315.8 |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 9 Months Ended |
Jun. 30, 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. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ - $ 39,168 $ 3,461 $ (6,093) $ 36,536 Accounts receivable, net - 608,880 32,361 (1,140) 640,101 Inventories, net - 589,976 30,932 - 620,908 Prepaid expenses and other current assets 11,697 196,123 5,562 (8,309) 205,073 Total current assets 11,697 1,434,147 72,316 (15,542) 1,502,618 Intercompany receivable, net - 950,364 - (950,364) - Investments in consolidated subsidiaries 2,838,385 - - (2,838,385) - Deferred income taxes, net 67,484 - - (67,484) - Property and equipment, net 4,266 138,725 10,398 - 153,389 Goodwill - 1,170,087 30,119 - 1,200,206 Intangibles, net - 473,699 3,551 - 477,250 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,923,065 $ 4,167,219 $ 116,384 $ (3,871,775) $ 3,334,893 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 15,964 $ 544,311 $ 10,290 $ (7,233) $ 563,332 Accrued expenses - 200,014 13,707 (8,309) 205,412 Current portions of long-term debt 4,500 8,105 - - 12,605 Total current liabilities 20,464 752,430 23,997 (15,542) 781,349 Intercompany payable, net 911,321 - 39,043 (950,364) - Long-term debt, net 721,630 - - - 721,630 Borrowings under revolving lines of credit, net - 406,916 9,291 - 416,207 Deferred income taxes, net - 173,344 477 (67,484) 106,337 Long-term obligations under equipment financing and other, net - 39,672 48 - 39,720 Total liabilities 1,653,415 1,372,362 72,856 (1,033,390) 2,065,243 Total stockholders' equity 1,269,650 2,794,857 43,528 (2,838,385) 1,269,650 Total Liabilities and Stockholders' Equity $ 2,923,065 $ 4,167,219 $ 116,384 $ (3,871,775) $ 3,334,893 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2015 Parent Guarantor Non-Guarantor Eliminations 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 170,200 - - - 170,200 Deferred income taxes, net - 86,860 172 (20,532) 66,500 Long-term obligations under equipment financing and other, net 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 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 24,265 $ 1,904 $ (8,575) $ 17,594 Accounts receivable, net - 357,783 32,809 (1,093) 389,499 Inventories, net - 356,074 30,738 - 386,812 Prepaid expenses and other current assets 14,094 94,967 4,538 (14,094) 99,505 Total current assets 14,094 833,089 69,989 (23,762) 893,410 Intercompany receivable, net - 335,039 - (335,039) - Investments in consolidated subsidiaries 1,404,240 - - (1,404,240) - Deferred income taxes, net 13,258 - 226 (13,484) - Property and equipment, net 2,434 77,700 8,734 - 88,868 Goodwill - 465,575 32,924 - 498,499 Intangibles, net - 88,812 2,607 - 91,419 Other assets, net 1,233 - - - 1,233 Total Assets $ 1,435,259 $ 1,800,215 $ 114,480 $ (1,776,525) $ 1,573,429 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 20,896 $ 234,789 $ 11,640 $ (9,669) $ 257,656 Accrued expenses 15,352 94,241 10,258 (14,095) 105,756 Borrowings under revolving lines of credit 62,100 - 12,010 - 74,110 Current portions of long-term obligations 11,250 5,224 - - 16,474 Total current liabilities 109,598 334,254 33,908 (23,764) 453,996 Intercompany payable, net 297,884 - 37,153 (335,037) - Long-term debt, net 175,278 - - - 175,278 Deferred income taxes, net - 81,583 - (13,484) 68,099 Long-term obligations under equipment financing and other, net 45 23,483 74 - 23,602 Total liabilities 582,805 439,320 71,135 (372,285) 720,975 Total stockholders' equity 852,454 1,360,895 43,345 (1,404,240) 852,454 Total Liabilities and Stockholders' Equity $ 1,435,259 $ 1,800,215 $ 114,480 $ (1,776,525) $ 1,573,429 Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,097,554 $ 55,172 $ - $ 1,152,726 Cost of products sold - 828,448 42,203 - 870,651 Gross profit - 269,106 12,969 - 282,075 Operating expense 5,933 189,343 8,420 - 203,696 Intercompany charges (income) (10,598) 9,938 660 - - Income from operations 4,665 69,825 3,889 - 78,379 Interest expense, financing costs, and other 9,926 2,511 (211) - 12,226 Intercompany interest expense (income) (6,325) 5,909 416 - - Income before provision for income taxes 1,064 61,405 3,684 - 66,153 Provision for income taxes 3,667 20,384 976 - 25,027 Income (loss) before equity in net income of subsidiaries (2,603) 41,021 2,708 - 41,126 Equity in net income of subsidiaries 43,729 - - (43,729) - Net income $ 41,126 $ 41,021 $ 2,708 $ (43,729) $ 41,126 Weighted-average common stock outstanding: Basic 59,615,121 Diluted 60,619,809 Net income per share: Basic $ 0.69 Diluted $ 0.68 Three Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 661,700 $ 56,659 $ (145) $ 718,214 Cost of products sold - 505,498 43,425 (145) 548,778 Gross profit - 156,202 13,234 - 169,436 Operating expenses 8,939 103,602 8,904 - 121,445 Intercompany charges (income) (6,784) 6,188 596 - - Income (loss) from operations (2,155) 46,412 3,734 - 47,991 Interest expense, financing costs, and other 1,872 502 120 - 2,494 Intercompany interest expense (income) (3,905) 3,502 403 - - Income (loss) before provision for income taxes (122) 42,408 3,211 - 45,497 Provision for income taxes 73 15,121 1,954 - 17,148 Income (loss) before equity in net income of subsidiaries (195) 27,287 1,257 - 28,349 Equity in net income of subsidiaries 28,544 - - (28,544) - Net income $ 28,349 $ 27,287 $ 1,257 $ (28,544) $ 28,349 Weighted-average common stock outstanding: Basic 49,638,251 Diluted 50,199,126 Net income per share: Basic $ 0.57 Diluted $ 0.56 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 2,832,819 $ 120,171 $ (247) $ 2,952,743 Cost of products sold - 2,149,477 92,486 (247) 2,241,716 Gross profit - 683,342 27,685 - 711,027 Operating expense 65,092 513,755 23,074 - 601,921 Intercompany charges (income) (36,038) 33,394 2,644 - - Income (loss) from operations (29,054) 136,193 1,967 - 109,106 Interest expense, financing costs, and other 24,563 17,016 (71) - 41,508 Intercompany interest expense (income) (15,046) 13,858 1,188 - - Income (loss) before provision for income taxes (38,571) 105,319 850 - 67,598 Provision for (benefit from) income taxes (17,206) 42,054 225 - 25,073 Income before equity in net income of subsidiaries (21,365) 63,265 625 - 42,525 Equity in net income of subsidiaries 63,890 - - (63,890) - Net income $ 42,525 $ 63,265 $ 625 $ (63,890) $ 42,525 Weighted-average common stock outstanding: Basic 59,293,500 Diluted 60,276,695 Net income per share: Basic $ 0.72 Diluted $ 0.71 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,604,991 $ 122,752 $ (303) $ 1,727,440 Cost of products sold - 1,229,404 94,565 (303) 1,323,666 Gross profit - 375,587 28,187 - 403,774 Operating expenses 26,856 294,135 24,861 - 345,852 Intercompany charges (income) (20,211) 18,424 1,787 - - Income (loss) from operations (6,645) 63,028 1,539 - 57,922 Interest expense, financing costs, and other 6,963 571 454 - 7,988 Intercompany interest expense (income) (11,540) 10,354 1,186 - - Income (loss) before provision for income taxes (2,068) 52,103 (101) - 49,934 Provision for (benefit from) income taxes (765) 19,301 (72) - 18,464 Income before equity in net income of subsidiaries (1,303) 32,802 (29) - 31,470 Equity in net income of subsidiaries 32,773 - - (32,773) - Net income $ 31,470 $ 32,802 $ (29) $ (32,773) $ 31,470 Weighted-average common stock outstanding: Basic 49,526,436 Diluted 50,089,987 Net income per share: Basic $ 0.64 Diluted $ 0.63 Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 41,126 $ 41,021 $ 2,708 $ (43,729) $ 41,126 Other comprehensive income: Foreign currency translation adjustment 365 - 365 (365) 365 Total other comprehensive income 365 - 365 (365) 365 Comprehensive income $ 41,491 $ 41,021 $ 3,073 $ (44,094) $ 41,491 Three Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 28,349 $ 27,287 $ 1,257 $ (28,544) $ 28,349 Other comprehensive income: Foreign currency translation adjustment 944 - 944 (944) 944 Unrealized gain due to change in fair value of derivatives, net of tax 182 - - - 182 Total other comprehensive income 1,126 - 944 (944) 1,126 Comprehensive income $ 29,475 $ 27,287 $ 2,201 $ (29,488) $ 29,475 Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 42,525 $ 63,265 $ 625 $ (63,890) $ 42,525 Other comprehensive income: Foreign currency translation adjustment 2,122 - 2,122 (2,122) 2,122 Total other comprehensive income 2,122 - 2,122 (2,122) 2,122 Comprehensive income $ 44,647 $ 63,265 $ 2,747 $ (66,012) $ 44,647 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 31,470 $ 32,802 $ (29) $ (32,773) $ 31,470 Other comprehensive loss: Foreign currency translation adjustment (8,413) - (8,413) 8,413 (8,413) Unrealized loss due to change in fair value of derivatives, net of tax (116) - - - (116) Total other comprehensive loss (8,529) - (8,413) 8,413 (8,529) Comprehensive income (loss) $ 22,941 $ 32,802 $ (8,442) $ (24,360) $ 22,941 Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities (106,764) 173,900 9,109 (1,886) 74,359 Investing Activities Purchases of property and equipment (2,338) (16,791) (2,424) - (21,553) Acquisition of businesses (1,018,658) - - - (1,018,658) Proceeds from the sale of assets - 969 - - 969 Intercompany activity 561,413 - - (561,413) - Net cash used in investing activities (459,583) (15,822) (2,424) (561,413) (1,039,242) Financing Activities Borrowings under revolving lines of credit - 1,409,128 - - 1,409,128 Repayments under revolving lines of credit - (994,627) (11,449) - (1,006,076) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (189,000) - - - (189,000) Repayments under equipment financing facilities and other - (3,847) - - (3,847) 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 20,213 - - - 20,213 Excess tax benefit from stock-based compensation 4,024 - - - 4,024 Intercompany activity - (563,457) 2,045 561,412 - Net cash provided by (used in) financing activities 566,347 (161,726) (9,404) 561,412 956,629 Effect of exchange rate changes on cash and cash equivalents - - (871) - (871) Net decrease in cash and cash equivalents - (3,648) (3,590) (1,887) (9,125) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 39,168 $ 3,461 $ (6,093) $ 36,536 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities (7,920) 23,221 (2,326) (1,753) 11,222 Investing Activities Purchases of property and equipment (285) (12,603) (899) - (13,787) Acquisition of businesses (85,301) - - - (85,301) Proceeds from the sale of assets - 804 - - 804 Intercompany activity 41,292 - - (41,292) - Net cash used in investing activities (44,294) (11,799) (899) (41,292) (98,284) Financing Activities Borrowings under revolving lines of credit 361,007 - 8,259 - 369,266 Repayments under revolving lines of credit (306,707) - (5,781) - (312,488) Repayments under term loan (8,438) - - - (8,438) Repayments under equipment financing facilities and other - (4,114) - - (4,114) Proceeds from issuance of common stock 5,107 - - - 5,107 Excess tax benefit from stock-based compensation 1,245 - - - 1,245 Intercompany activity - (41,096) (196) 41,292 - Net cash provided by (used in) financing activities 52,214 (45,210) 2,282 41,292 50,578 Effect of exchange rate changes on cash and cash equivalents - - (394) - (394) Net decrease in cash and cash equivalents - (33,788) (1,337) (1,753) (36,878) Cash and cash equivalents, beginning of period - 58,053 3,241 (6,822) 54,472 Cash and cash equivalents, end of period $ - $ 24,265 $ 1,904 $ (8,575) $ 17,594 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 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” 28.1 4.2 1.9 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 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.” Revenue from Contracts with Customers”. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company has recorded purchase accounting entries on a preliminary basis for the RSG Acquisition as follows (in thousands): Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 49,001 Property, plant, and equipment 55,159 Other intangible assets 382,600 Goodwill 618,630 Current liabilities (252,588) Non-current liabilities (56,705) Total purchase price $ 1,169,450 |
Business Acquisition, Pro Forma Information | The following table represents the unaudited pro forma consolidated revenue and net income (loss) for the Company for the prior periods indicated (in thousands, except per share amount): Three Months Ended Nine Months Ended June 30 2015 June 30, 2015 Net sales $ 1,046,416 $ 2,576,174 Net income (loss) 29,832 (22,728) Net income (loss) per share 0.50 (0.38) |
Net Income per Share (Tables)
Net Income per Share (Tables) | 9 Months Ended |
Jun. 30, 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 Nine Months Ended June 30, June 30, 2016 2015 2016 2015 Weighted-average common shares outstanding, basic 59,615,121 49,638,251 59,293,500 49,526,436 Effect of dilutive securities: Stock options 696,059 475,064 714,125 473,177 Restricted stock units 308,629 85,811 269,070 90,374 Weighted-average common shares outstanding, diluted 60,619,809 50,199,126 60,276,695 50,089,987 |
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 Nine Months Ended June 30, June 30, 2016 2015 2016 2015 Stock options 338,769 1,328,452 561,348 1,335,952 Restricted stock units 4,066 - 60,293 2,206 |
Comprehensive Income and Capi23
Comprehensive Income and Capital Structure (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Comprehensive Income And Capital Structure [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the nine months ended June 30, 2016 (in thousands, except share amounts): Additional Accumulated Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Income (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 878,245 9 20,205 - - 20,214 Issuance of common stock in connection with RSG acquisition 9,039,008 91 306,734 - - 306,825 Stock-based compensation - - 14,070 - - 14,070 Other comprehensive income - - - - 2,900 2,900 Net income - - - 42,525 - 42,525 Balance at June 30, 2016 59,707,996 $ 597 $ 686,943 $ 599,930 $ (17,820) $ 1,269,650 |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents the changes in accumulated other comprehensive loss, by component, during the nine months ended June 30, 2016 (in thousands): Foreign Derivative Accumulated Translation Instruments Loss Balance as of September 30, 2015 $ (19,293) $ (1,427) $ (20,720) Other comprehensive income before reclassifications 2,122 - 2,122 Reclassifications out of other comprehensive loss - 778 778 Balance as of June 30, 2016 $ (17,171) $ (649) $ (17,820) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 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 nine months ended June 30, 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 | Information regarding the Company’s stock options activity is summarized below (in thousands, except time period and per share amounts): Weighted- Weighted- 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 (866,457) 19.60 Canceled (54,883) 22.57 Balance at June 30, 2016 2,481,343 $ 25.03 6.5 $ 50,729 Vested and expected to vest after June 30, 2016 2,371,820 $ 24.86 6.4 $ 48,885 Exercisable at June 30, 2016 1,559,687 $ 22.22 5.2 $ 36,256 __________________________________________________________ 1 Aggregate intrinsic value as represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement. |
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): RSUs Weighted-Average Balance at September 30, 2015 619,999 $ 31.95 Granted 221,285 39.06 Released (11,846) 31.11 Forfeited (118,538) 31.76 Balance at June 30, 2016 710,900 $ 34.21 Vested and expected to vest after June 30, 2016 644,335 $ 34.01 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 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 nine months ended June 30, 2016 and 2015, respectively (in thousands): Balance at September 30, 2015 $ 496,415 Acquisition of RSG 618,630 Other acquisitions 85,881 Translation and other adjustments (720) Balance at June 30, 2016 $ 1,200,206 Balance at September 30, 2014 $ 466,206 Acquisitions 34,465 Translation and other adjustments (2,172) Balance at June 30, 2015 $ 498,499 |
Intangibles and Other Assets, Included in Other Long-term Assets | June 30, September 30, June 30, Weighted- 2016 2015 2015 Life 1 Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 4.01 Customer relationships 562,888 191,852 192,370 18.58 Trademarks 5,000 1,100 1,100 3.54 Beneficial lease arrangements 610 610 610 Total amortizable intangible assets 571,322 196,386 196,904 Less: Accumulated amortization (167,122) (119,081) (115,235) Total amortizable intangible assets, net $ 404,200 $ 77,305 $ 81,669 Indefinite lived trademarks 73,050 9,750 9,750 $ 477,250 $ 87,055 $ 91,419 _____________________________________________________________ 1 As of June 30, 2016 |
Estimated Future Annual Amortization | The following table presents the estimated annual amortization expense for these intangible assets (in thousands): Year ending September 30, 2016 (Jul-Sept) $ 21,037 2017 78,638 2018 64,678 2019 52,154 2020 41,811 Thereafter 145,882 $ 404,200 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | June 30, September 30, June 30, 2016 2015 2015 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ 275,000 $ - $ - U.S. Revolver, expires October 1, 2020 2 131,917 - - Canadian Revolver, expires October 1, 2020 3 9,290 - - Canadian revolver, expires March 31, 2017 4 - 11,240 12,010 U.S. Revolver, expires March 31, 2017 5 - - 62,100 Term Loan: Term Loan, matures October 1, 2022 6 435,507 - - Term Loan, matures March 31, 2017 7 - 181,450 186,528 Total borrowings under Senior Secured Credit Facility 851,714 192,690 260,638 Less: current portion (4,500) (22,490) (85,360) Total long-term borrowings under Senior Secured Credit Facility $ 847,214 $ 170,200 $ 175,278 Senior Notes Senior Notes, matures October 2023 8 290,623 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 290,623 $ - $ - Equipment Financing Facilities Equipment Financing Facilities: Equipment financing facilities, various maturities through September 2021 9 $ 21,641 $ 25,488 $ 26,927 Capital lease obligations, various maturities through November 2021 10 26,184 - - Total obligations under equipment financing facilities 47,825 25,488 26,927 Less: current portion (8,105) (5,069) (5,224) Total long-term obligations under equipment financing facilities $ 39,720 $ 20,419 $ 21,703 ___________________________________________________________ 1 - Effective rates on borrowings are 2.77 0.00 2 - Effective rates on borrowings are of 4.00 0.00 3 - Effective rates on borrowings are 3.20 0.00 4 - Effective rates on borrowings are 0.00 3.70 3.60 5 - Effective rates on borrowings are 0.00 4.00 6 - Interest rate of 4.00 0.00 7 - Interest rate of 0.00 4.25 1.93 8 - Interest rate of 6.38 0.00 9 - Fixed interest rates ranging from 2.33 4.49 10 - Fixed interest rates ranging from 2.72 10.39 0.00 0.00 |
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): Term Loan ABL Facility Senior Equipment Total 2016 (Jul-Sept) $ 1,125 $ - $ - $ 6,194 $ 7,319 2017 4,500 - - 9,751 14,251 2018 4,500 - - 9,668 14,168 2019 4,500 - - 9,717 14,217 2020 4,500 - - 7,818 12,318 Thereafter 427,500 423,791 300,000 2,339 1,153,630 Total debt 446,625 423,791 300,000 45,487 1,215,903 Less current portion (4,500) - - (8,105) (12,605) Total long-term debt $ 442,125 $ 423,791 $ 300,000 $ 37,382 $ 1,203,298 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Leases | As of June 30, 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 September 30, Leases 2016 (Jul-Sept) $ 15,661 2017 49,463 2018 37,044 2019 28,730 2020 19,988 Thereafter 35,824 Total minimum lease payments $ 186,710 |
Supplemental Guarantor Inform28
Supplemental Guarantor Information (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ - $ 39,168 $ 3,461 $ (6,093) $ 36,536 Accounts receivable, net - 608,880 32,361 (1,140) 640,101 Inventories, net - 589,976 30,932 - 620,908 Prepaid expenses and other current assets 11,697 196,123 5,562 (8,309) 205,073 Total current assets 11,697 1,434,147 72,316 (15,542) 1,502,618 Intercompany receivable, net - 950,364 - (950,364) - Investments in consolidated subsidiaries 2,838,385 - - (2,838,385) - Deferred income taxes, net 67,484 - - (67,484) - Property and equipment, net 4,266 138,725 10,398 - 153,389 Goodwill - 1,170,087 30,119 - 1,200,206 Intangibles, net - 473,699 3,551 - 477,250 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,923,065 $ 4,167,219 $ 116,384 $ (3,871,775) $ 3,334,893 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 15,964 $ 544,311 $ 10,290 $ (7,233) $ 563,332 Accrued expenses - 200,014 13,707 (8,309) 205,412 Current portions of long-term debt 4,500 8,105 - - 12,605 Total current liabilities 20,464 752,430 23,997 (15,542) 781,349 Intercompany payable, net 911,321 - 39,043 (950,364) - Long-term debt, net 721,630 - - - 721,630 Borrowings under revolving lines of credit, net - 406,916 9,291 - 416,207 Deferred income taxes, net - 173,344 477 (67,484) 106,337 Long-term obligations under equipment financing and other, net - 39,672 48 - 39,720 Total liabilities 1,653,415 1,372,362 72,856 (1,033,390) 2,065,243 Total stockholders' equity 1,269,650 2,794,857 43,528 (2,838,385) 1,269,650 Total Liabilities and Stockholders' Equity $ 2,923,065 $ 4,167,219 $ 116,384 $ (3,871,775) $ 3,334,893 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2015 Parent Guarantor Non-Guarantor Eliminations 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 170,200 - - - 170,200 Deferred income taxes, net - 86,860 172 (20,532) 66,500 Long-term obligations under equipment financing and other, net 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 June 30, 2015 Guarantor Parent Subsidiaries Non-Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 24,265 $ 1,904 $ (8,575) $ 17,594 Accounts receivable, net - 357,783 32,809 (1,093) 389,499 Inventories, net - 356,074 30,738 - 386,812 Prepaid expenses and other current assets 14,094 94,967 4,538 (14,094) 99,505 Total current assets 14,094 833,089 69,989 (23,762) 893,410 Intercompany receivable - 335,039 - (335,039) - Investments in consolidated subsidiaries 1,404,240 - - (1,404,240) - Deferred income taxes 13,258 - 226 (13,484) - Property and equipment, net 2,434 77,700 8,734 - 88,868 Goodwill - 465,575 32,924 - 498,499 Intangibles, net - 88,812 2,607 - 91,419 Other assets, net 1,233 - - - 1,233 Total Assets $ 1,435,259 $ 1,800,215 $ 114,480 $ (1,776,525) $ 1,573,429 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 20,896 $ 234,789 $ 11,640 $ (9,669) $ 257,656 Accrued expenses 15,352 94,241 10,258 (14,095) 105,756 Borrowings under revolving lines of credit 62,100 - 12,010 - 74,110 Current portions of long-term obligations 11,250 5,224 - - 16,474 Total current liabilities 109,598 334,254 33,908 (23,764) 453,996 Intercompany payable 297,884 - 37,153 (335,037) - Long-term debt, net of current 175,278 - - - 175,278 Deferred income taxes - 81,583 - (13,484) 68,099 Long-term obligations under equipment financing and other, net of current 45 23,483 74 - 23,602 Total liabilities 582,805 439,320 71,135 (372,285) 720,975 Total stockholders' equity 852,454 1,360,895 43,345 (1,404,240) 852,454 Total Liabilities and Stockholders' Equity $ 1,435,259 $ 1,800,215 $ 114,480 $ (1,776,525) $ 1,573, |
Condensed Consolidated Statements of Operations | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,097,554 $ 55,172 $ - $ 1,152,726 Cost of products sold - 828,448 42,203 - 870,651 Gross profit - 269,106 12,969 - 282,075 Operating expense 5,933 189,343 8,420 - 203,696 Intercompany charges (income) (10,598) 9,938 660 - - Income from operations 4,665 69,825 3,889 - 78,379 Interest expense, financing costs, and other 9,926 2,511 (211) - 12,226 Intercompany interest expense (income) (6,325) 5,909 416 - - Income before provision for income taxes 1,064 61,405 3,684 - 66,153 Provision for income taxes 3,667 20,384 976 - 25,027 Income (loss) before equity in net income of subsidiaries (2,603) 41,021 2,708 - 41,126 Equity in net income of subsidiaries 43,729 - - (43,729) - Net income $ 41,126 $ 41,021 $ 2,708 $ (43,729) $ 41,126 Weighted-average common stock outstanding: Basic 59,615,121 Diluted 60,619,809 Net income per share: Basic $ 0.69 Diluted $ 0.68 Three Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 661,700 $ 56,659 $ (145) $ 718,214 Cost of products sold - 505,498 43,425 (145) 548,778 Gross profit - 156,202 13,234 - 169,436 Operating expenses 8,939 103,602 8,904 - 121,445 Intercompany charges (income) (6,784) 6,188 596 - - Income (loss) from operations (2,155) 46,412 3,734 - 47,991 Interest expense, financing costs, and other 1,872 502 120 - 2,494 Intercompany interest expense (income) (3,905) 3,502 403 - - Income (loss) before provision for income taxes (122) 42,408 3,211 - 45,497 Provision for income taxes 73 15,121 1,954 - 17,148 Income (loss) before equity in net income of subsidiaries (195) 27,287 1,257 - 28,349 Equity in net income of subsidiaries 28,544 - - (28,544) - Net income $ 28,349 $ 27,287 $ 1,257 $ (28,544) $ 28,349 Weighted-average common stock outstanding: Basic 49,638,251 Diluted 50,199,126 Net income per share: Basic $ 0.57 Diluted $ 0.56 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 2,832,819 $ 120,171 $ (247) $ 2,952,743 Cost of products sold - 2,149,477 92,486 (247) 2,241,716 Gross profit - 683,342 27,685 - 711,027 Operating expense 65,092 513,755 23,074 - 601,921 Intercompany charges (income) (36,038) 33,394 2,644 - - Income (loss) from operations (29,054) 136,193 1,967 - 109,106 Interest expense, financing costs, and other 24,563 17,016 (71) - 41,508 Intercompany interest expense (income) (15,046) 13,858 1,188 - - Income (loss) before provision for income taxes (38,571) 105,319 850 - 67,598 Provision for (benefit from) income taxes (17,206) 42,054 225 - 25,073 Income before equity in net income of subsidiaries (21,365) 63,265 625 - 42,525 Equity in net income of subsidiaries 63,890 - - (63,890) - Net income $ 42,525 $ 63,265 $ 625 $ (63,890) $ 42,525 Weighted-average common stock outstanding: Basic 59,293,500 Diluted 60,276,695 Net income per share: Basic $ 0.72 Diluted $ 0.71 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,604,991 $ 122,752 $ (303) $ 1,727,440 Cost of products sold - 1,229,404 94,565 (303) 1,323,666 Gross profit - 375,587 28,187 - 403,774 Operating expenses 26,856 294,135 24,861 - 345,852 Intercompany charges (income) (20,211) 18,424 1,787 - - Income (loss) from operations (6,645) 63,028 1,539 - 57,922 Interest expense, financing costs, and other 6,963 571 454 - 7,988 Intercompany interest expense (income) (11,540) 10,354 1,186 - - Income (loss) before provision for income taxes (2,068) 52,103 (101) - 49,934 Provision for (benefit from) income taxes (765) 19,301 (72) - 18,464 Income before equity in net income of subsidiaries (1,303) 32,802 (29) - 31,470 Equity in net income of subsidiaries 32,773 - - (32,773) - Net income $ 31,470 $ 32,802 $ (29) $ (32,773) $ 31,470 Weighted-average common stock outstanding: Basic 49,526,436 Diluted 50,089,987 Net income per share: Basic $ 0.64 Diluted $ 0.63 |
Condensed Consolidated Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 41,126 $ 41,021 $ 2,708 $ (43,729) $ 41,126 Other comprehensive income: Foreign currency translation adjustment 365 - 365 (365) 365 Total other comprehensive income 365 - 365 (365) 365 Comprehensive income $ 41,491 $ 41,021 $ 3,073 $ (44,094) $ 41,491 Three Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 28,349 $ 27,287 $ 1,257 $ (28,544) $ 28,349 Other comprehensive income: Foreign currency translation adjustment 944 - 944 (944) 944 Unrealized gain due to change in fair value of derivatives, net of tax 182 - - - 182 Total other comprehensive income 1,126 - 944 (944) 1,126 Comprehensive income $ 29,475 $ 27,287 $ 2,201 $ (29,488) $ 29,475 Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 42,525 $ 63,265 $ 625 $ (63,890) $ 42,525 Other comprehensive income: Foreign currency translation adjustment 2,122 - 2,122 (2,122) 2,122 Total other comprehensive income 2,122 - 2,122 (2,122) 2,122 Comprehensive income $ 44,647 $ 63,265 $ 2,747 $ (66,012) $ 44,647 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income $ 31,470 $ 32,802 $ (29) $ (32,773) $ 31,470 Other comprehensive loss: Foreign currency translation adjustment (8,413) - (8,413) 8,413 (8,413) Unrealized loss due to change in fair value of derivatives, net of tax (116) - - - (116) Total other comprehensive loss (8,529) - (8,413) 8,413 (8,529) Comprehensive income (loss) $ 22,941 $ 32,802 $ (8,442) $ (24,360) $ 22,941 |
Condensed Consolidated Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Nine Months Ended June 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities (106,764) 173,900 9,109 (1,886) 74,359 Investing Activities Purchases of property and equipment (2,338) (16,791) (2,424) - (21,553) Acquisition of businesses (1,018,658) - - - (1,018,658) Proceeds from the sale of assets - 969 - - 969 Intercompany activity 561,413 - - (561,413) - Net cash used in investing activities (459,583) (15,822) (2,424) (561,413) (1,039,242) Financing Activities Borrowings under revolving lines of credit - 1,409,128 - - 1,409,128 Repayments under revolving lines of credit - (994,627) (11,449) - (1,006,076) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (189,000) - - - (189,000) Repayments under equipment financing facilities and other - (3,847) - - (3,847) 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 20,213 - - - 20,213 Excess tax benefit from stock-based compensation 4,024 - - - 4,024 Intercompany activity - (563,457) 2,045 561,412 - Net cash provided by (used in) financing activities 566,347 (161,726) (9,404) 561,412 956,629 Effect of exchange rate changes on cash and cash equivalents - - (871) - (871) Net decrease in cash and cash equivalents - (3,648) (3,590) (1,887) (9,125) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 39,168 $ 3,461 $ (6,093) $ 36,536 Nine Months Ended June 30, 2015 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities (7,920) 23,221 (2,326) (1,753) 11,222 Investing Activities Purchases of property and equipment (285) (12,603) (899) - (13,787) Acquisition of businesses (85,301) - - - (85,301) Proceeds from the sale of assets - 804 - - 804 Intercompany activity 41,292 - - (41,292) - Net cash used in investing activities (44,294) (11,799) (899) (41,292) (98,284) Financing Activities Borrowings under revolving lines of credit 361,007 - 8,259 - 369,266 Repayments under revolving lines of credit (306,707) - (5,781) - (312,488) Repayments under term loan (8,438) - - - (8,438) Repayments under equipment financing facilities and other - (4,114) - - (4,114) Proceeds from issuance of common stock 5,107 - - - 5,107 Excess tax benefit from stock-based compensation 1,245 - - - 1,245 Intercompany activity - (41,096) (196) 41,292 - Net cash provided by (used in) financing activities 52,214 (45,210) 2,282 41,292 50,578 Effect of exchange rate changes on cash and cash equivalents - - (394) - (394) Net decrease in cash and cash equivalents - (33,788) (1,337) (1,753) (36,878) Cash and cash equivalents, beginning of period - 58,053 3,241 (6,822) 54,472 Cash and cash equivalents, end of period $ - $ 24,265 $ 1,904 $ (8,575) $ 17,594 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | |||
Debt Related Commitment Fees and Debt Issuance Costs | $ 28,100 | $ 1,900 | $ 4,200 |
Deferred Tax Assets, Net, Noncurrent | $ 0 | $ 2,300 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
Goodwill | $ 1,200,206 | $ 496,415 | $ 498,499 | $ 466,206 |
RSG Acquisition [Member] | ||||
Cash | 16,451 | |||
Accounts receivable | 177,251 | |||
Inventory | 179,651 | |||
Other current assets | 49,001 | |||
Property, plant, and equipment | 55,159 | |||
Other intangible assets | 382,600 | |||
Goodwill | 618,630 | |||
Current liabilities | (252,588) | |||
Non-current liabilities | (56,705) | |||
Total purchase price | $ 1,169,450 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Net sales | $ 1,046,416 | $ 2,576,174 |
Net income (loss) | $ 29,832 | $ (22,728) |
Net income (loss) per share | $ 0.5 | $ (0.38) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands | May 02, 2016USD ($) | Dec. 29, 2015USD ($) | Dec. 18, 2015USD ($) | Dec. 01, 2015USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Oct. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | $ 85,900 | $ 85,900 | $ 85,900 | ||||||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | $ 55,400 | $ 55,400 | $ 55,400 | ||||||||
Number Of Vendors | 42 | 42 | 42 | ||||||||
Business Combination Good will Tax Deductible Portion | $ 84,200 | $ 84,200 | $ 84,200 | ||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | shares | 221,285 | ||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period, Weighted Average Grant Date Fair Value | $ / shares | $ 39.06 | ||||||||||
Revenue, Net | 1,152,726 | $ 718,214 | $ 2,952,743 | $ 1,727,440 | |||||||
Net income | 41,126 | $ 28,349 | 42,525 | $ 31,470 | |||||||
Business Combination, Acquired Receivables, Fair Value | 177,300 | 177,300 | 177,300 | ||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 185,900 | 185,900 | 185,900 | ||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 8,600 | $ 8,600 | $ 8,600 | ||||||||
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% | 100.00% | ||||||||
Business Combination, Consideration Transferred, Total | $ 1,170,000 | ||||||||||
Payments to Acquire Businesses, Gross | 288,200 | ||||||||||
Business Combination, Consideration Transferred, Other | 306,800 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 574,400 | ||||||||||
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 | $ 49,600 | $ 49,600 | $ 49,600 | ||||||||
Revenue, Net | 386,700 | 1,030,000 | |||||||||
Net income | $ 9,900 | $ 19,300 | |||||||||
RSG Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number Of Business Locations | 85 | ||||||||||
Number Of States Business Location | 25 | ||||||||||
Atlantic Building Product [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 5,000 | ||||||||||
Lyf-Tym Building Product [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 20,000 | ||||||||||
Fox Brothers [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 35,000 | ||||||||||
Woodfeathers, inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 30,000 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Net Income per Share (Details)
Net Income per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Weighted-average common shares outstanding, basic | 59,615,121 | 49,638,251 | 59,293,500 | 49,526,436 |
Effect of dilutive securities: | ||||
Weighted-average common shares outstanding, diluted | 60,619,809 | 50,199,126 | 60,276,695 | 50,089,987 |
Employee Stock Option [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 696,059 | 475,064 | 714,125 | 473,177 |
Restricted Stock [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 308,629 | 85,811 | 269,070 | 90,374 |
Net Income per Share (Details 1
Net Income per Share (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 338,769 | 1,328,452 | 561,348 | 1,335,952 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,066 | 0 | 60,293 | 2,206 |
Comprehensive Income and Capi35
Comprehensive Income and Capital Structure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 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 | $ 20,214 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes (Shares) | 866,457 | |||
Issuance of common stock in connection with RSG acquisition | $ 306,825 | |||
Stock-based compensation | 14,070 | $ 7,305 | ||
Other comprehensive income | $ 365 | $ 1,126 | 2,122 | (8,529) |
Net income | 41,126 | 28,349 | 42,525 | 31,470 |
Stockholders Equity, Ending Balance | 1,269,650 | $ 852,454 | 1,269,650 | $ 852,454 |
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 | $ 9 | |||
Issuance of common stock upon exercise of stock options or RSU release, net of shares withheld for taxes (Shares) | 878,245 | |||
Issuance of common stock in connection with RSG acquisition | $ 91 | |||
Issuance of common stock in connection with RSG acquisition (Shares) | 9,039,008 | |||
Stock-based compensation | $ 0 | |||
Other comprehensive income | 0 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ 597 | $ 597 | ||
Stockholders Equity, Ending Balance (Shares) | 59,707,996 | 59,707,996 | ||
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 | 20,205 | |||
Issuance of common stock in connection with RSG acquisition | 306,734 | |||
Stock-based compensation | 14,070 | |||
Other comprehensive income | 0 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ 686,943 | 686,943 | ||
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 | 0 | |||
Net income | 42,525 | |||
Stockholders Equity, Ending Balance | 599,930 | 599,930 | ||
Accumulated Other Comprehensive Income (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 | 2,900 | |||
Net income | 0 | |||
Stockholders Equity, Ending Balance | $ (17,820) | $ (17,820) |
Comprehensive Income and Capi36
Comprehensive Income and Capital Structure (Details 1) $ in Thousands | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Foreign Currency Translation | |
Balance at September 30, 2015 | $ (19,293) |
Other comprehensive income before reclassifications | 2,122 |
Reclassifications out of other comprehensive loss | 0 |
Balance as of June 30, 2016 | (17,171) |
Derivative Financial Instruments | |
Balance at September 30, 2015 | (1,427) |
Other comprehensive income before reclassifications | 0 |
Reclassifications out of other comprehensive loss | 778 |
Balance as of June 30, 2016 | (649) |
Accumulated Other Comprehensive Loss | |
Balance as of September 30, 2015 | (20,720) |
Other comprehensive income before reclassifications | 2,122 |
Reclassifications out of other comprehensive loss | 778 |
Balance as of June 30, 2016 | $ (17,820) |
Comprehensive Income and Capi37
Comprehensive Income and Capital Structure - Additional Information (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Other Comprehensive Income (Loss), Tax | $ 0.8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 9 Months Ended |
Jun. 30, 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 | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | ||
Number of Shares | |||
Outstanding at September 30, 2015 | 2,410,907 | ||
Granted | 991,776 | ||
Exercised | (866,457) | ||
Canceled | (54,883) | ||
Outstanding at June 30, 2016 | 2,481,343 | 2,410,907 | |
Vested and expected to vest after June 30, 2016 | 2,371,820 | ||
Exercisable at June 30, 2016 | 1,559,687 | ||
Weighted-Average Exercise Price | |||
Outstanding at September 30, 2015 | $ 24.55 | ||
Granted | 21.32 | ||
Exercised | 19.6 | ||
Canceled | 22.57 | ||
Outstanding at June 30, 2016 | 25.03 | $ 24.55 | |
Vested and expected to vest after June 30, 2016 | 24.86 | ||
Exercisable at June 30, 2016 | $ 22.22 | ||
Weighted-Average Remaining Contractual Life | |||
Outstanding at Balance | 6 years 6 months | 6 years 3 months 18 days | |
Vested and expected to vest after June 30, 2016 | 6 years 4 months 24 days | ||
Exercisable at June 30, 2016 | 5 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Outstanding at Balance | [1] | $ 50,729 | $ 20,698 |
Vested and expected to vest after June 30, 2016 | [1] | 48,885 | |
Exercisable at June 30, 2016 | [1] | $ 36,256 | |
[1] | Aggregate intrinsic value as represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement. |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details 2) | 9 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Shares | |
Outstanding at September 30, 2015 | shares | 619,999 |
Granted | shares | 221,285 |
Released | shares | (11,846) |
Forfeited | shares | (118,538) |
Outstanding at June 30, 2016 | shares | 710,900 |
Vested and expected to vest after June 30, 2016 | shares | 644,335 |
Weighted - Average Grant Date Fair Value | |
Outstanding at September 30, 2015 | $ / shares | $ 31.95 |
Granted | $ / shares | 39.06 |
Released | $ / shares | 31.11 |
Forfeited | $ / shares | 31.76 |
Outstanding at June 30, 2016 | $ / shares | 34.21 |
Vested and expected to vest after June 30, 2016 | $ / shares | $ 34.01 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 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 | 4,803,143 | 4,803,143 | |||
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 | $ 1.5 | $ 1 | $ 4.5 | $ 2.5 | |
Total unrecognized compensation cost related to unvested stock | 11.7 | $ 11.7 | |||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years | ||||
Restricted Stock | Maximum | Three Year Period, Vesting | |||||
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 | |||||
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 | 1.9 | $ 1.6 | $ 9.6 | $ 4.8 | |
Non Qualified Options Expire | 10 years | ||||
Total unrecognized compensation cost related to unvested stock | $ 7.6 | $ 7.6 | |||
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 | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Beginning balance | $ 496,415 | $ 466,206 |
Acquisition of RSG | 618,630 | 34,465 |
Other acquisitions | 85,881 | |
Translation and other adjustments | (720) | (2,172) |
Ending balance | $ 1,200,206 | $ 498,499 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | ||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 571,322 | $ 196,386 | $ 196,904 | |
Less: Accumulated amortization | (167,122) | (119,081) | (115,235) | |
Total amortizable intangible assets, net | 404,200 | 77,305 | 81,669 | |
Deferred Finance Costs, Net [Abstract] | ||||
Indefinite lived trademarks | 73,050 | 9,750 | 9,750 | |
Total other assets, net | 477,250 | 87,055 | 91,419 | |
Noncompete Agreements [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 2,824 | 2,824 | 2,824 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 4 years 4 days | ||
Customer Relationships [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 562,888 | 191,852 | 192,370 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 18 years 6 months 29 days | ||
Trademarks [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 5,000 | 1,100 | 1,100 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 3 years 6 months 14 days | ||
Beneficial Lease Arrangements [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 610 | $ 610 | $ 610 | |
[1] | As of June 30, 2016 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 |
2016(Jul-Sept) | $ 21,037 | ||
2,017 | 78,638 | ||
2,018 | 64,678 | ||
2,019 | 52,154 | ||
2,020 | 41,811 | ||
Thereafter | 145,882 | ||
Total future amortization | $ 404,200 | $ 77,305 | $ 81,669 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 17.4 | $ 4.9 | $ 49.7 | $ 12.1 |
Finite-lived Intangible Assets Acquired | $ 438 | |||
Customer Relationships [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 7 months 6 days | |||
Finite-lived Intangible Assets Acquired | $ 370.8 | |||
Trade Names [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | 3.9 | |||
Trademarks [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 63.3 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Oct. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | ||||
Total | $ 1,215,903 | |||||||
Less: current portion | (12,605) | |||||||
Long-term debt, net of current | 721,630 | $ 170,200 | $ 175,278 | |||||
Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | 851,714 | 192,690 | 260,638 | |||||
Less: current portion | (4,500) | (22,490) | (85,360) | |||||
Total long-term borrowings under Senior Secured Credit Facility | 847,214 | 170,200 | 175,278 | |||||
Senior Notes [Member] | ||||||||
Total long-term borrowings under Senior Secured Credit Facility | 300,000 | |||||||
Total | 290,623 | [1] | $ 300,000 | 0 | [1] | 0 | [1] | |
Less: current portion | 0 | 0 | 0 | |||||
Long-term debt, net of current | 290,623 | 0 | 0 | |||||
US Revolver 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [2] | 275,000 | 0 | 0 | ||||
Us Revolver 2 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [3] | 131,917 | 0 | 0 | ||||
Us Revolver 3 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [4] | 0 | 0 | 62,100 | ||||
Canadian Revolver 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [5] | 0 | 11,240 | 12,010 | ||||
Canadian Revolver 2 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [6] | 9,290 | 0 | 0 | ||||
Term Loan 1 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [7] | 435,507 | 0 | 0 | ||||
Term Loan 2 [Member] | Senior Secured Credit Facility [Member] | ||||||||
Total borrowings under Senior Secured Credit Facility | [8] | 0 | 181,450 | 186,528 | ||||
Equipment Financing Facilities 1 [Member] | ||||||||
Total | [9] | 21,641 | 25,488 | 26,927 | ||||
Equipment Financing Facilities 2 [Member] | ||||||||
Total | [10] | 26,184 | 0 | 0 | ||||
Equipment Financing Facilities [Member] | ||||||||
Total | 47,825 | 25,488 | 26,927 | |||||
Less: current portion | (8,105) | (5,069) | (5,224) | |||||
Long-term debt, net of current | $ 39,720 | $ 20,419 | $ 21,703 | |||||
[1] | Interest rate of 6.38% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 | |||||||
[2] | Effective rates on borrowings are 2.77% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 | |||||||
[3] | Effective rates on borrowings are of 4.00% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 | |||||||
[4] | Effective rates on borrowings are 0.00% as of June 30, 2016 and September 30, 2015; 4.00% as of June 30, 2015 | |||||||
[5] | Effective rates on borrowings are 0.00% as of June 30, 2016; 3.70% as of September 30, 2015; and 3.60% as of June 30, 2015 | |||||||
[6] | Effective rates on borrowings are 3.20% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 | |||||||
[7] | Interest rate of 4.00% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 | |||||||
[8] | Interest rate of 0.00% as of June 30, 2016; 4.25% as of September 30, 2015; and 1.93% as of June 30, 2015 (extinguished in first quarter of 2016) | |||||||
[9] | Fixed interest rates ranging from 2.33% to 4.49% as of June 30, 2016, as of September 30, 2015 and as of June 30, 2015 | |||||||
[10] | Fixed interest rates ranging from 2.72% to 10.39% as of June 30, 2016; 0.00% to 0.00% as of September 30, 2015 and as of June 30, 2015 |
Financing Arrangements (Detai47
Financing Arrangements (Details) (Parenthetical) | 9 Months Ended |
Jun. 30, 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 |
Us Revolver 3 [Member] | |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 |
Canadian Revolver 1 [Member] | |
Line of Credit Facility, Expiration Date | Mar. 31, 2017 |
Canadian Revolver 2 [Member] | |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 |
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 |
Equipment Financing Facilities 1 [Member] | |
Line of Credit Facility, Expiration Date | Sep. 30, 2021 |
Equipment Financing Facilities 2 [Member] | |
Line of Credit Facility, Expiration Date | Nov. 30, 2021 |
Financing Arrangements (Detai48
Financing Arrangements (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Oct. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | |||
2016(Jul-Sept) | $ 7,319 | ||||||
2,017 | 14,251 | ||||||
2,018 | 14,168 | ||||||
2,019 | 14,217 | ||||||
2,020 | 12,318 | ||||||
Thereafter | 1,153,630 | ||||||
Total debt | 1,215,903 | ||||||
Less current portion | (12,605) | ||||||
Total long-term debt | 721,630 | $ 170,200 | $ 175,278 | ||||
Senior Notes [Member] | |||||||
2016(Jul-Sept) | 0 | ||||||
2,017 | 0 | ||||||
2,018 | 0 | ||||||
2,019 | 0 | ||||||
2,020 | 0 | ||||||
Thereafter | 300,000 | ||||||
Total debt | 290,623 | [1] | $ 300,000 | 0 | [1] | 0 | [1] |
Less current portion | 0 | 0 | 0 | ||||
Total long-term debt | 290,623 | 0 | 0 | ||||
Term Loan B Facility [Member] | |||||||
2016(Jul-Sept) | 1,125 | ||||||
2,017 | 4,500 | ||||||
2,018 | 4,500 | ||||||
2,019 | 4,500 | ||||||
2,020 | 4,500 | ||||||
Thereafter | 427,500 | ||||||
Total debt | 446,625 | ||||||
Less current portion | (4,500) | ||||||
Total long-term debt | 442,125 | ||||||
ABL Facility [Member] | |||||||
2016(Jul-Sept) | 0 | ||||||
2,017 | 0 | ||||||
2,018 | 0 | ||||||
2,019 | 0 | ||||||
2,020 | 0 | ||||||
Thereafter | 423,791 | ||||||
Total debt | 423,791 | ||||||
Less current portion | 0 | ||||||
Total long-term debt | 423,791 | ||||||
Equipment Financing Facilities [Member] | |||||||
2016(Jul-Sept) | 6,194 | ||||||
2,017 | 9,751 | ||||||
2,018 | 9,668 | ||||||
2,019 | 9,717 | ||||||
2,020 | 7,818 | ||||||
Thereafter | 2,339 | ||||||
Total debt | 47,825 | 25,488 | 26,927 | ||||
Less current portion | (8,105) | (5,069) | (5,224) | ||||
Total long-term debt | $ 39,720 | $ 20,419 | $ 21,703 | ||||
[1] | Interest rate of 6.38% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) $ in Thousands, CAD in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Oct. 31, 2015CAD | ||||
Long-term Line of Credit | $ 700,000 | CAD 30 | ||||||
Long-term Debt, Total | $ 1,215,903 | |||||||
Debt Related Commitment Fees and Debt Issuance Costs | 28,100 | $ 1,900 | $ 4,200 | |||||
Roofing Supply Group [Member] | ||||||||
Debt Related Commitment Fees and Debt Issuance Costs | 31,300 | |||||||
Revolving Credit Facility [Member] | ||||||||
Long-term Line of Credit | 670,000 | 416,200 | ||||||
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 | $ 12,800 | |||||||
Consolidated Total Leverage Ratio [Member] | ||||||||
Line of Credit Facility, Interest Rate During Period | 1.00% | |||||||
ABL Facility [Member] | ||||||||
Long-term Line of Credit | 700,000 | |||||||
Long-term Debt, Total | $ 423,791 | |||||||
Senior Notes [Member] | ||||||||
Long-term Line of Credit | $ 290,600 | |||||||
Line of Credit Facility, Interest Rate at Period End | 6.38% | 0.00% | 0.00% | |||||
Long-term Debt, Total | $ 300,000 | $ 290,623 | [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] | ||||||||
Gains (Losses) on Extinguishment of Debt | $ 800 | |||||||
Debt Related Commitment Fees and Debt Issuance Costs | 2,200 | |||||||
Term Loan B Facility [Member] | ||||||||
Long-term Line of Credit | $ 450,000 | |||||||
Long-term Debt, Total | 450,000 | |||||||
Term Loan [Member] | ||||||||
Long-term Line of Credit | $ 1,100 | $ 435,500 | ||||||
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% | |||||||
Equipment Financing Facility [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.49% | |||||||
Equipment Financing Facility [Member] | Minimum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 2.33% | |||||||
Term Loan B Facilities [Member] | ||||||||
Debt Instrument, Term | 7 years | |||||||
U.S. Senior Secured Credit Facility [Member] | Term Loan 1 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 0.00% | 0.00% | |||||
U.S. Senior Secured Credit Facility [Member] | Term Loan 2 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 1.93% | 4.25% | |||||
US Revolver 1 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 2.77% | 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% | 3.60% | 3.70% | |||||
Equipment Financing Facilities 1 [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 2.33% | |||||||
Equipment Financing Facilities 1 [Member] | Minimum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 4.49% | |||||||
Equipment Financing Facilities 2 [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 10.39% | 0.00% | 0.00% | |||||
Equipment Financing Facilities 2 [Member] | Minimum [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 2.72% | 0.00% | ||||||
Canadian Revolver 2 [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 3.20% | 0.00% | 0.00% | |||||
Us Revolver 3 [Member] | U.S. Senior Secured Credit Facility [Member] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 4.00% | 4.00% | |||||
[1] | Interest rate of 6.38% as of June 30, 2016; 0.00% as of September 30, 2015 and as of June 30, 2015 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 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 | Jun. 30, 2016USD ($) |
2016 (Jul-Sept) | $ 15,661 |
2,017 | 49,463 |
2,018 | 37,044 |
2,019 | 28,730 |
2,020 | 19,988 |
Thereafter | 35,824 |
Total minimum lease payments | $ 186,710 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Operating Leases, Rent Expense, Net, Total | $ 14.5 | $ 45.1 |
Foreign Net Revenue - Additiona
Foreign Net Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,152,726 | $ 718,214 | $ 2,952,743 | $ 1,727,440 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 55,200 | $ 56,700 | $ 120,200 | $ 122,700 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - Senior Notes [Member] $ in Millions | Jun. 30, 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 | $ 315.8 |
Supplemental Guarantor Inform55
Supplemental Guarantor Information (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 36,536 | $ 45,661 | $ 17,594 | $ 54,472 |
Accounts receivable, net | 640,101 | 399,732 | 389,499 | |
Inventories, net | 620,908 | 320,999 | 386,812 | |
Prepaid expenses and other current assets | 205,073 | 97,928 | 99,505 | |
Total current assets | 1,502,618 | 864,320 | 893,410 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 2,300 | ||
Property and equipment, net | 153,389 | 90,405 | 88,868 | |
Goodwill | 1,200,206 | 496,415 | 498,499 | $ 466,206 |
Intangibles, net | 477,250 | 87,055 | 91,419 | |
Other assets, net | 1,430 | 1,233 | 1,233 | |
Total Assets | 3,334,893 | 1,539,428 | 1,573,429 | |
Current liabilities: | ||||
Accounts payable | 563,332 | 244,891 | 257,656 | |
Accrued expenses | 205,412 | 124,794 | 105,756 | |
Borrowings under revolving lines of credit | 0 | 11,240 | 74,110 | |
Current portions of long-term debt | 12,605 | 16,320 | 16,474 | |
Total current liabilities | 781,349 | 397,245 | 453,996 | |
Intercompany payable, net | 0 | 0 | 0 | |
Long-term debt, net | 721,630 | 170,200 | 175,278 | |
Borrowings under revolving lines of credit | 416,207 | 0 | 0 | |
Deferred income taxes, net | 106,337 | 66,500 | 68,099 | |
Long-term obligations under equipment financing and other, net | 39,720 | 22,367 | 23,602 | |
Total liabilities | 2,065,243 | 656,312 | 720,975 | |
Total stockholders' equity | 1,269,650 | 883,116 | 852,454 | |
Total Liabilities and Stockholders' Equity | 3,334,893 | 1,539,428 | 1,573,429 | |
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 | 11,697 | 14,013 | 14,094 | |
Total current assets | 11,697 | 14,013 | 14,094 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 2,838,385 | 1,429,665 | 1,404,240 | |
Deferred income taxes, net | 67,484 | 20,532 | 13,258 | |
Property and equipment, net | 4,266 | 2,339 | 2,434 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 1,233 | 1,233 | 1,233 | |
Total Assets | 2,923,065 | 1,467,782 | 1,435,259 | |
Current liabilities: | ||||
Accounts payable | 15,964 | 14,519 | 20,896 | |
Accrued expenses | 0 | 38,744 | 15,352 | |
Borrowings under revolving lines of credit | 0 | 62,100 | ||
Current portions of long-term debt | 4,500 | 11,250 | 11,250 | |
Total current liabilities | 20,464 | 64,513 | 109,598 | |
Intercompany payable, net | 911,321 | 349,908 | 297,884 | |
Long-term debt, net | 721,630 | 170,200 | 175,278 | |
Borrowings under revolving lines of credit | 0 | |||
Deferred income taxes, net | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net | 0 | 45 | 45 | |
Total liabilities | 1,653,415 | 584,666 | 582,805 | |
Total stockholders' equity | 1,269,650 | 883,116 | 852,454 | |
Total Liabilities and Stockholders' Equity | 2,923,065 | 1,467,782 | 1,435,259 | |
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 39,168 | 42,816 | 24,265 | |
Accounts receivable, net | 608,880 | 365,679 | 357,783 | |
Inventories, net | 589,976 | 299,107 | 356,074 | |
Prepaid expenses and other current assets | 196,123 | 78,314 | 94,967 | |
Total current assets | 1,434,147 | 785,916 | 833,089 | |
Intercompany receivable, net | 950,364 | 386,892 | 335,039 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 138,725 | 79,428 | 77,700 | |
Goodwill | 1,170,087 | 465,575 | 465,575 | |
Intangibles, net | 473,699 | 84,915 | 88,812 | |
Other assets, net | 197 | 0 | 0 | |
Total Assets | 4,167,219 | 1,802,726 | 1,800,215 | |
Current liabilities: | ||||
Accounts payable | 544,311 | 218,920 | 234,789 | |
Accrued expenses | 200,014 | 80,738 | 94,241 | |
Borrowings under revolving lines of credit | 0 | 0 | ||
Current portions of long-term debt | 8,105 | 5,070 | 5,224 | |
Total current liabilities | 752,430 | 304,728 | 334,254 | |
Intercompany payable, net | 0 | 0 | 0 | |
Long-term debt, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 406,916 | |||
Deferred income taxes, net | 173,344 | 86,860 | 81,583 | |
Long-term obligations under equipment financing and other, net | 39,672 | 22,256 | 23,483 | |
Total liabilities | 1,372,362 | 413,844 | 439,320 | |
Total stockholders' equity | 2,794,857 | 1,388,882 | 1,360,895 | |
Total Liabilities and Stockholders' Equity | 4,167,219 | 1,802,726 | 1,800,215 | |
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 3,461 | 7,051 | 1,904 | |
Accounts receivable, net | 32,361 | 34,693 | 32,809 | |
Inventories, net | 30,932 | 21,892 | 30,738 | |
Prepaid expenses and other current assets | 5,562 | 5,601 | 4,538 | |
Total current assets | 72,316 | 69,237 | 69,989 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 226 | |
Property and equipment, net | 10,398 | 8,638 | 8,734 | |
Goodwill | 30,119 | 30,840 | 32,924 | |
Intangibles, net | 3,551 | 2,140 | 2,607 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | 116,384 | 110,855 | 114,480 | |
Current liabilities: | ||||
Accounts payable | 10,290 | 16,298 | 11,640 | |
Accrued expenses | 13,707 | 5,312 | 10,258 | |
Borrowings under revolving lines of credit | 11,240 | 12,010 | ||
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 23,997 | 32,850 | 33,908 | |
Intercompany payable, net | 39,043 | 36,984 | 37,153 | |
Long-term debt, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 9,291 | |||
Deferred income taxes, net | 477 | 172 | 0 | |
Long-term obligations under equipment financing and other, net | 48 | 66 | 74 | |
Total liabilities | 72,856 | 70,072 | 71,135 | |
Total stockholders' equity | 43,528 | 40,783 | 43,345 | |
Total Liabilities and Stockholders' Equity | 116,384 | 110,855 | 114,480 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (6,093) | (4,206) | (8,575) | |
Accounts receivable, net | (1,140) | (640) | (1,093) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | (8,309) | 0 | (14,094) | |
Total current assets | (15,542) | (4,846) | (23,762) | |
Intercompany receivable, net | (950,364) | (386,892) | (335,039) | |
Investments in consolidated subsidiaries | (2,838,385) | (1,429,665) | (1,404,240) | |
Deferred income taxes, net | (67,484) | (20,532) | (13,484) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | (3,871,775) | (1,841,935) | (1,776,525) | |
Current liabilities: | ||||
Accounts payable | (7,233) | (4,846) | (9,669) | |
Accrued expenses | (8,309) | 0 | (14,095) | |
Borrowings under revolving lines of credit | 0 | 0 | ||
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | (15,542) | (4,846) | (23,764) | |
Intercompany payable, net | (950,364) | (386,892) | (335,037) | |
Long-term debt, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit | 0 | |||
Deferred income taxes, net | (67,484) | (20,532) | (13,484) | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Total liabilities | (1,033,390) | (412,270) | (372,285) | |
Total stockholders' equity | (2,838,385) | (1,429,665) | (1,404,240) | |
Total Liabilities and Stockholders' Equity | $ (3,871,775) | $ (1,841,935) | $ (1,776,525) |
Supplemental Guarantor Inform56
Supplemental Guarantor Information (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales | $ 1,152,726 | $ 718,214 | $ 2,952,743 | $ 1,727,440 |
Cost of products sold | 870,651 | 548,778 | 2,241,716 | 1,323,666 |
Gross profit | 282,075 | 169,436 | 711,027 | 403,774 |
Operating expense | 203,696 | 121,445 | 601,921 | 345,852 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | 78,379 | 47,991 | 109,106 | 57,922 |
Interest expense, financing costs, and other | 12,226 | 2,494 | 41,508 | 7,988 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | 66,153 | 45,497 | 67,598 | 49,934 |
Provision for income taxes | 25,027 | 17,148 | 25,073 | 18,464 |
Income (loss) before equity in net income of subsidiaries | 41,126 | 28,349 | 42,525 | 31,470 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | $ 41,126 | $ 28,349 | $ 42,525 | $ 31,470 |
Weighted-average common stock outstanding: | ||||
Basic | 59,615,121 | 49,638,251 | 59,293,500 | 49,526,436 |
Diluted | 60,619,809 | 50,199,126 | 60,276,695 | 50,089,987 |
Net income per share: | ||||
Basic | $ 0.69 | $ 0.57 | $ 0.72 | $ 0.64 |
Diluted | $ 0.68 | $ 0.56 | $ 0.71 | $ 0.63 |
Parent Company [Member] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expense | 5,933 | 8,939 | 65,092 | 26,856 |
Intercompany charges (income) | (10,598) | (6,784) | (36,038) | (20,211) |
Income (loss) from operations | 4,665 | (2,155) | (29,054) | (6,645) |
Interest expense, financing costs, and other | 9,926 | 1,872 | 24,563 | 6,963 |
Intercompany interest expense (income) | (6,325) | (3,905) | (15,046) | (11,540) |
Income (loss) before provision for income taxes | 1,064 | (122) | (38,571) | (2,068) |
Provision for income taxes | 3,667 | 73 | (17,206) | (765) |
Income (loss) before equity in net income of subsidiaries | (2,603) | (195) | (21,365) | (1,303) |
Equity in net income of subsidiaries | 43,729 | 28,544 | 63,890 | 32,773 |
Net income | 41,126 | 28,349 | 42,525 | 31,470 |
Guarantor Subsidiaries [Member] | ||||
Net sales | 1,097,554 | 661,700 | 2,832,819 | 1,604,991 |
Cost of products sold | 828,448 | 505,498 | 2,149,477 | 1,229,404 |
Gross profit | 269,106 | 156,202 | 683,342 | 375,587 |
Operating expense | 189,343 | 103,602 | 513,755 | 294,135 |
Intercompany charges (income) | 9,938 | 6,188 | 33,394 | 18,424 |
Income (loss) from operations | 69,825 | 46,412 | 136,193 | 63,028 |
Interest expense, financing costs, and other | 2,511 | 502 | 17,016 | 571 |
Intercompany interest expense (income) | 5,909 | 3,502 | 13,858 | 10,354 |
Income (loss) before provision for income taxes | 61,405 | 42,408 | 105,319 | 52,103 |
Provision for income taxes | 20,384 | 15,121 | 42,054 | 19,301 |
Income (loss) before equity in net income of subsidiaries | 41,021 | 27,287 | 63,265 | 32,802 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 41,021 | 27,287 | 63,265 | 32,802 |
Non-Guarantor Subsidiaries [Member] | ||||
Net sales | 55,172 | 56,659 | 120,171 | 122,752 |
Cost of products sold | 42,203 | 43,425 | 92,486 | 94,565 |
Gross profit | 12,969 | 13,234 | 27,685 | 28,187 |
Operating expense | 8,420 | 8,904 | 23,074 | 24,861 |
Intercompany charges (income) | 660 | 596 | 2,644 | 1,787 |
Income (loss) from operations | 3,889 | 3,734 | 1,967 | 1,539 |
Interest expense, financing costs, and other | (211) | 120 | (71) | 454 |
Intercompany interest expense (income) | 416 | 403 | 1,188 | 1,186 |
Income (loss) before provision for income taxes | 3,684 | 3,211 | 850 | (101) |
Provision for income taxes | 976 | 1,954 | 225 | (72) |
Income (loss) before equity in net income of subsidiaries | 2,708 | 1,257 | 625 | (29) |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 2,708 | 1,257 | 625 | (29) |
Eliminations and Other [Member] | ||||
Net sales | 0 | (145) | (247) | (303) |
Cost of products sold | 0 | (145) | (247) | (303) |
Gross profit | 0 | 0 | 0 | 0 |
Operating expense | 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 income taxes | 0 | 0 | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | (43,729) | (28,544) | (63,890) | (32,773) |
Net income | $ (43,729) | $ (28,544) | $ (63,890) | $ (32,773) |
Supplemental Guarantor Inform57
Supplemental Guarantor Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 41,126 | $ 28,349 | $ 42,525 | $ 31,470 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 365 | 944 | 2,122 | (8,413) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 182 | 0 | (116) |
Total other comprehensive income | 365 | 1,126 | 2,122 | (8,529) |
Comprehensive income | 41,491 | 29,475 | 44,647 | 22,941 |
Parent Company [Member] | ||||
Net income | 41,126 | 28,349 | 42,525 | 31,470 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 365 | 944 | 2,122 | (8,413) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 182 | (116) | ||
Total other comprehensive income | 365 | 1,126 | 2,122 | (8,529) |
Comprehensive income | 41,491 | 29,475 | 44,647 | 22,941 |
Guarantor Subsidiaries [Member] | ||||
Net income | 41,021 | 27,287 | 63,265 | 32,802 |
Other comprehensive income: | ||||
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 | 0 | 0 | 0 | 0 |
Comprehensive income | 41,021 | 27,287 | 63,265 | 32,802 |
Non-Guarantor Subsidiaries [Member] | ||||
Net income | 2,708 | 1,257 | 625 | (29) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 365 | 944 | 2,122 | (8,413) |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 0 | ||
Total other comprehensive income | 365 | 944 | 2,122 | (8,413) |
Comprehensive income | 3,073 | 2,201 | 2,747 | (8,442) |
Eliminations and Other [Member] | ||||
Net income | (43,729) | (28,544) | (63,890) | (32,773) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (365) | (944) | (2,122) | 8,413 |
Unrealized gain (loss) due to change in fair value of derivatives, net of tax | 0 | 0 | ||
Total other comprehensive income | (365) | (944) | (2,122) | 8,413 |
Comprehensive income | $ (44,094) | $ (29,488) | $ (66,012) | $ (24,360) |
Supplemental Guarantor Inform58
Supplemental Guarantor Information (Details 3) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net cash provided by (used in) operating activities | $ 74,359 | $ 11,222 |
Investing Activities | ||
Purchases of property and equipment | (21,553) | (13,787) |
Acquisition of businesses | (1,018,658) | (85,301) |
Proceeds from the sale of assets | 969 | 804 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (1,039,242) | (98,284) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,409,128 | 369,266 |
Repayments under revolving lines of credit | (1,006,076) | (312,488) |
Borrowings under term loan | 450,000 | 0 |
Repayments under term loan | (189,000) | (8,438) |
Repayments under equipment financing facilities and other | (3,847) | (4,114) |
Borrowings under Senior Notes | 300,000 | 0 |
Payment of deferred financing costs | (27,813) | 0 |
Proceeds from issuance of common stock | 20,213 | 5,107 |
Excess tax benefit from stock-based compensation | 4,024 | 1,245 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | 956,629 | 50,578 |
Effect of exchange rate changes on cash and cash equivalents | (871) | (394) |
Net decrease in cash and cash equivalents | (9,125) | (36,878) |
Cash and cash equivalents, beginning of period | 45,661 | 54,472 |
Cash and cash equivalents, end of period | 36,536 | 17,594 |
Parent Company [Member] | ||
Net cash provided by (used in) operating activities | (106,764) | (7,920) |
Investing Activities | ||
Purchases of property and equipment | (2,338) | (285) |
Acquisition of businesses | (1,018,658) | (85,301) |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | 561,413 | 41,292 |
Net cash used in investing activities | (459,583) | (44,294) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 361,007 |
Repayments under revolving lines of credit | 0 | (306,707) |
Borrowings under term loan | 450,000 | |
Repayments under term loan | (189,000) | (8,438) |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 300,000 | |
Payment of deferred financing costs | (18,890) | |
Proceeds from issuance of common stock | 20,213 | 5,107 |
Excess tax benefit from stock-based compensation | 4,024 | 1,245 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | 566,347 | 52,214 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net 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] | ||
Net cash provided by (used in) operating activities | 173,900 | 23,221 |
Investing Activities | ||
Purchases of property and equipment | (16,791) | (12,603) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 969 | 804 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (15,822) | (11,799) |
Financing Activities | ||
Borrowings under revolving lines of credit | 1,409,128 | 0 |
Repayments under revolving lines of credit | (994,627) | 0 |
Borrowings under term loan | 0 | |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | (3,847) | (4,114) |
Borrowings under Senior Notes | 0 | |
Payment of deferred financing costs | (8,923) | |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | (563,457) | (41,096) |
Net cash provided by (used in) financing activities | (161,726) | (45,210) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (3,648) | (33,788) |
Cash and cash equivalents, beginning of period | 42,816 | 58,053 |
Cash and cash equivalents, end of period | 39,168 | 24,265 |
Non-Guarantor Subsidiaries [Member] | ||
Net cash provided by (used in) operating activities | 9,109 | (2,326) |
Investing Activities | ||
Purchases of property and equipment | (2,424) | (899) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | 0 | 0 |
Net cash used in investing activities | (2,424) | (899) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 8,259 |
Repayments under revolving lines of credit | (11,449) | (5,781) |
Borrowings under term loan | 0 | |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 0 | |
Payment of deferred financing costs | 0 | |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | 2,045 | (196) |
Net cash provided by (used in) financing activities | (9,404) | 2,282 |
Effect of exchange rate changes on cash and cash equivalents | (871) | (394) |
Net decrease in cash and cash equivalents | (3,590) | (1,337) |
Cash and cash equivalents, beginning of period | 7,051 | 3,241 |
Cash and cash equivalents, end of period | 3,461 | 1,904 |
Eliminations and Other [Member] | ||
Net cash provided by (used in) operating activities | (1,886) | (1,753) |
Investing Activities | ||
Purchases of property and equipment | 0 | 0 |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | (561,413) | (41,292) |
Net cash used in investing activities | (561,413) | (41,292) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 0 |
Repayments under revolving lines of credit | 0 | 0 |
Borrowings under term loan | 0 | |
Repayments under term loan | 0 | 0 |
Repayments under equipment financing facilities and other | 0 | 0 |
Borrowings under Senior Notes | 0 | |
Payment of deferred financing costs | 0 | |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | 0 |
Intercompany activity | 561,412 | 41,292 |
Net cash provided by (used in) financing activities | 561,412 | 41,292 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (1,887) | (1,753) |
Cash and cash equivalents, beginning of period | (4,206) | (6,822) |
Cash and cash equivalents, end of period | $ (6,093) | $ (8,575) |