Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | BEACON ROOFING SUPPLY INC | |
Entity Central Index Key | 1,124,941 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | BECN | |
Entity Common Stock, Shares Outstanding | 60,283,487 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 10,012 | $ 31,386 | $ 14,841 |
Accounts receivable, less allowance of $17,140, $14,812 and $9,396 as of March 31, 2017, September 30, 2016 and March 31, 2016, respectively | 506,386 | 626,965 | 490,850 |
Inventories, net | 580,889 | 480,736 | 513,750 |
Prepaid expenses and other current assets | 217,389 | 163,103 | 164,625 |
Total current assets | 1,314,676 | 1,302,190 | 1,184,066 |
Property and equipment, net | 156,380 | 148,569 | 147,994 |
Goodwill | 1,228,059 | 1,197,565 | 1,160,775 |
Intangibles, net | 439,507 | 464,024 | 472,582 |
Other assets, net | 1,511 | 1,511 | 1,430 |
Total Assets | 3,140,133 | 3,113,859 | 2,966,847 |
Current liabilities: | |||
Accounts payable | 486,328 | 360,915 | 417,994 |
Accrued expenses | 131,264 | 161,113 | 152,692 |
Current portions of long-term debt | 14,014 | 14,811 | 12,159 |
Total current liabilities | 631,606 | 536,839 | 582,845 |
Borrowings under revolving lines of credit, net | 269,124 | 359,661 | 295,690 |
Long-term debt, net | 722,101 | 722,929 | 722,542 |
Deferred income taxes, net | 137,495 | 135,482 | 102,878 |
Long-term obligations under equipment financing and other, net | 30,639 | 35,121 | 42,907 |
Total liabilities | 1,790,965 | 1,790,032 | 1,746,862 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock (voting); $.01 par value; 100,000,000 shares authorized; 60,255,320 issued and outstanding as of March 31, 2017; 59,890,885 issued and outstanding as of September 30, 2016; 59,521,648 issued and outstanding at March 31, 2016 | 602 | 598 | 595 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 709,278 | 694,564 | 678,748 |
Retained earnings | 658,396 | 647,322 | 558,804 |
Accumulated other comprehensive loss | (19,108) | (18,657) | (18,162) |
Total stockholders' equity | 1,349,168 | 1,323,827 | 1,219,985 |
Total Liabilities and Stockholders' Equity | $ 3,140,133 | $ 3,113,859 | $ 2,966,847 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 |
Accounts receivable, allowances | $ 17,140 | $ 14,812 | $ 9,396 |
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 | 60,255,320 | 59,890,885 | 59,521,648 |
Common Stock (voting), outstanding | 60,255,320 | 59,890,885 | 59,521,648 |
Undesignated Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Undesignated Preferred Stock, issued | 0 | 0 | 0 |
Undesignated Preferred Stock, outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 870,724 | $ 823,537 | $ 1,872,908 | $ 1,800,017 |
Cost of products sold | 666,247 | 627,773 | 1,417,364 | 1,371,065 |
Gross profit | 204,477 | 195,764 | 455,544 | 428,952 |
Operating expense | 207,533 | 191,881 | 411,643 | 398,225 |
Income (loss) from operations | (3,056) | 3,883 | 43,901 | 30,727 |
Interest expense, financing costs, and other | 12,268 | 13,026 | 25,842 | 29,282 |
Income (loss) before provision for income taxes | (15,324) | (9,143) | 18,059 | 1,445 |
Provision for (benefit from) income taxes | (5,968) | (3,424) | 6,985 | 46 |
Net income (loss) | $ (9,356) | $ (5,719) | $ 11,074 | $ 1,399 |
Weighted-average common stock outstanding: | ||||
Basic | 60,141,580 | 59,295,990 | 60,041,332 | 59,133,569 |
Diluted | 60,141,580 | 59,295,990 | 61,069,938 | 60,077,852 |
Net income (loss) per share: | ||||
Basic | $ (0.16) | $ (0.10) | $ 0.18 | $ 0.02 |
Diluted | $ (0.16) | $ (0.10) | $ 0.18 | $ 0.02 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net income (loss) | $ (9,356) | $ (5,719) | $ 11,074 | $ 1,399 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 813 | 4,226 | (839) | 1,757 |
Total other comprehensive income (loss) | 813 | 4,226 | (839) | 1,757 |
Comprehensive income (loss) | $ (8,543) | $ (1,493) | $ 10,235 | $ 3,156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Activities | ||
Net income | $ 11,074 | $ 1,399 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 56,955 | 47,644 |
Stock-based compensation | 7,574 | 10,696 |
Certain interest expense and other financing costs | 2,703 | 4,053 |
Gain on sale of fixed assets | (420) | (411) |
Deferred income taxes | 2,020 | 1,741 |
Other, net | 131 | (280) |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | ||
Accounts receivable | 123,590 | 95,150 |
Inventories | (92,072) | (2,519) |
Prepaid expenses and other assets | (53,062) | (15,815) |
Accounts payable and accrued expenses | 91,950 | (61,006) |
Net cash provided by operating activities | 150,443 | 80,652 |
Investing Activities | ||
Purchases of property and equipment | (24,231) | (11,059) |
Acquisition of businesses, net | (58,359) | (941,156) |
Proceeds from the sale of assets | 1,285 | 377 |
Net cash used in investing activities | (81,305) | (951,838) |
Financing Activities | ||
Borrowings under revolving lines of credit | 857,099 | 1,017,128 |
Repayments under revolving lines of credit | (948,470) | (724,855) |
Borrowings under term loan | 0 | 450,000 |
Repayments under term loan | (1,125) | (187,875) |
Borrowings under Senior Notes | 0 | 300,000 |
Borrowings under equipment financing facilities and other | 1,579 | 0 |
Repayments under equipment financing facilities and other | (6,857) | (2,633) |
Payment of deferred financing costs | 0 | (27,813) |
Proceeds from issuance of common stock | 7,840 | 15,391 |
Taxes paid related to net share settlement of equity awards | (697) | 0 |
Excess tax benefit from stock-based compensation | 0 | 1,630 |
Net cash provided by (used in) financing activities | (90,631) | 840,973 |
Effect of exchange rate changes on cash and cash equivalents | 119 | (607) |
Net decrease in cash and cash equivalents | (21,374) | (30,820) |
Cash and cash equivalents, beginning of period | 31,386 | 45,661 |
Cash and cash equivalents, end of period | 10,012 | 14,841 |
Cash paid during the period for: | ||
Interest | 29,592 | 22,210 |
Income taxes, net of tax refunds | $ 36,151 | $ 13,728 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 6 Months Ended |
Mar. 31, 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 |
Company Overview
Company Overview | 6 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Company Overview Beacon Roofing Supply, Inc. (the “Company”) was incorporated in the state of Delaware on August 22, 1997 and is the largest publicly traded distributor of residential and non-residential roofing materials and complementary building products in the United States and Canada. The Company operates its business under regional and local trade names and as of March 31, 2017 the Company serviced customers in 47 states within the United States and 6 provinces in Canada. The Company’s current material subsidiaries are Beacon Sales Acquisition, Inc., Beacon Canada, Inc. and Beacon Roofing Supply Canada Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Beacon Roofing Supply, Inc. (the “Company”) prepared the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the requirements of the Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information have been condensed or omitted. The balance sheet as of March 31, 2016 has been presented for a better understanding of the impact of seasonal fluctuations on the Company's financial condition. In management's opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company's financial position and operating results. The results for the three and six-month periods ended March 31, 2 0 The three-month periods ended March 31, 2017 and 2016 each had 64 business days and the six-month periods ended March 31, 2017 and March 31, 2016 had 125 and 126 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 2016 (“2016”) Annual Report on Form 10-K for the year ended September 30, 2016. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant items subject to such estimates include inventories, purchase price allocations, recoverability of goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “ Simplifying the Presentation of Debt Issuance Costs 22.9 25.2 28.7 In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU 2015-17, " Balance Sheet Classification of Deferred Taxes 31.9 Recent Accounting Pronouncements - Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial StatementsGoing Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In July 2015, the FASB issued ASU 2015-11, “ Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU 2016-02, “ Leases In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments.” In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business” In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Roofing Supply Group On October 1, 2015, 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 options to purchase 661,349 The RSG acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805 Business Combinations Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,000 Property, plant, and equipment 55,159 Other intangible assets 382,600 Goodwill 617,477 Current liabilities (252,190) Non-current liabilities (56,949) 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 $ 86.1 177.3 185.9 Additional Acquisitions Fiscal Year 2017 During the six months ended March 31, 2017, the Company acquired 12 ⋅ On December 16, 2016, the Company purchased certain assets of BJ Supply Company, a distributor of roofing and related building products with 1 4 ⋅ On January 3, 2017, the Company acquired American Building & Roofing, Inc., a distributor of mainly residential roofing and related building products with 7 36 ⋅ On January 9, 2017, the Company acquired Eco Insulation Supply, a distributor of insulation and related accessories with 1 8 ⋅ On March 1, 2017, the Company acquired Acme Building Materials, Inc., a distributor of residential roofing and related building products with 3 13 The Company recorded the acquired assets and liabilities related to these transactions at their estimated fair values as of the respective acquisition dates, with resulting goodwill of $ 31.0 15.9 Additional Acquisitions Fiscal Year 2016 During fiscal year 2016, the Company acquired 42 ⋅ On December 1, 2015, the Company purchased certain assets of RCI Roofing Supply, a distributor of residential and commercial roofing and related products with 5 23 ⋅ On December 18, 2015, the Company acquired 100 20 13 70 ⋅ On December 29, 2015, the Company purchased certain assets of Statewide Wholesale, a distributor of residential and commercial roofing and related products with 1 15 ⋅ On April 1, 2016, the Company purchased certain assets of Atlantic Building Products, a distributor of decking, windows, siding, and related products with 2 5 ⋅ On April 1, 2016, the Company purchased certain assets of Lyf-Tym Building Products, a distributor of siding, windows, gutters, vinyl railings, and related products with 6 20 ⋅ On May 2, 2016, the Company purchased certain assets of Fox Brothers Company, a distributor of roofing, siding, windows, doors, and related products with 4 35 ⋅ On June 1, 2016, the Company acquired 100 4 30 The Company recorded the acquired assets and liabilities related to these transactions at their estimated fair values as of the respective acquisition dates, with resulting goodwill of $ 84.8 59.8 60.8 Acquisitions Additional Information For those acquisitions where the acquisition accounting entries have yet to be finalized, the Company’s allocation of the purchase price is subject to change on receipt of additional information, including, but not limited to, the finalization of asset valuations (intangible and fixed) and income tax accounting. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 4. Net Income (Loss) per Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock awards. Three Months Ended Six Months Ended March 31, March 31, 2017 2016 2017 2016 Weighted-average common shares outstanding, basic 60,141,580 59,295,990 60,041,332 59,133,569 Effect of dilutive securities: Stock options - - 633,007 696,112 Restricted stock units - - 395,599 248,171 Weighted-average common shares outstanding, diluted 60,141,580 59,295,990 61,069,938 60,077,852 The following table includes the number of shares that may be dilutive common shares in the future. Three Months Ended Six Months Ended March 31, March 31, 2017 2016 2017 2016 Stock options 270,428 665,281 416,085 667,251 Restricted stock units - 88,407 123,780 88,407 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders’ Equity | 5. Stockholders’ Equity Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2016 59,890,885 $ 598 $ 694,564 $ 647,322 $ (18,657) $ 1,323,827 Issuance of common stock, net of shares withheld for taxes 364,435 4 7,140 - - 7,144 Stock-based compensation - - 7,574 - - 7,574 Other comprehensive income (loss) - - - - (451) (451) Net income - - - 11,074 - 11,074 Balance at March 31, 2017 60,255,320 $ 602 $ 709,278 $ 658,396 $ (19,108) $ 1,349,168 Common and Preferred Stock The Company is authorized to issue 100 5 60,255,320 59,890,885 59,521,648 Accumulated Other Comprehensive Loss Other comprehensive income (loss) is comprised of certain gains and losses that are excluded from net income under GAAP and instead recorded as a separate element of stockholders’ equity. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments as well as unrealized gains or losses on the Company’s derivative contracts. Accumulated Foreign Derivative Other Currency Financial Comprehensive Translation Instruments Loss Balance as of September 30, 2016 $ (18,269) $ (388) $ (18,657) Other comprehensive loss before reclassifications (839) - (839) Reclassifications out of other comprehensive loss - 388 388 Balance as of March 31, 2017 $ (19,108) $ - $ (19,108) |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-based compensation | 6. 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 4,051,683 Prior to the 2014 Plan, the Company maintained the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the 2004 Plan and mandated that all future equity awards will be issued from the 2014 Plan. For all equity awards granted prior to October 1, 2014, in the event of a change in control of the Company, all awards are immediately vested. Beginning in fiscal 2015, equity awards 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 stock options generally expire 10 Risk-free interest rate 1.97 % Expected volatility 28.83 % Expected life (in years) 5.30 Dividend yield Weighted-Average Weighted- Remaining Aggregate Options Average Contractual Term Intrinsic Outstanding Exercise Price (Years) Value 1 Balance as of September 30, 2016 2,312,789 $ 25.55 6.3 $ 38,225 Granted 245,818 47.40 Exercised (316,827) 21.20 Canceled (22,271) 24.19 Balance as of March 31, 2017 2,219,509 $ 28.60 6.5 $ 45,630 Vested and expected to vest after March 31, 2017 2,167,911 $ 28.51 6.5 $ 44,759 Exercisable as of March 31, 2017 1,487,885 $ 25.40 5.4 $ 35,350 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 During the three months ended March 31, 2017 and 2016, the Company recorded stock-based compensation expense related to stock options of $ 1.3 1.6 2.6 7.7 7.0 2.1 Six Months Ended March 31, 2017 2016 Weighted-average fair value of stock options granted $ 14.21 $ 12.89 Total fair value of stock options vested 4,998 11,020 Total intrinsic value of stock options exercised 7,906 14,415 Restricted Stock Units Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest after three years. The Company also grants certain RSU awards to management that contain an additional vesting condition tied directly to a defined performance metric for the Company. The actual number of RSUs that will vest can range from 0 150 RSUs granted to non-employee directors are subject to continued service and vest after one year (except under certain conditions). Generally, the common shares underlying the RSUs are not eligible for distribution until the director’s service on the Board has terminated. For non-employee director RSU grants made prior to fiscal year 2014, the share distribution date is six months after the director’s termination of service on the board. RSU grants made in fiscal year 2014 and thereafter have no such holding period requirement. Additionally, beginning in fiscal year 2016 non-employee directors holding common stock and outstanding vested unexercised/unsettled equity awards with a fair value that is greater than or equal to five times the annual cash retainer may elect to have future grants settle simultaneously with vesting. RSUs Weighted-Average Outstanding Grant Date Fair Value Balance at September 30, 2016 705,434 $ 34.55 Granted 267,042 47.28 Released (65,651) 36.33 Forfeited (7,463) 44.53 Balance at March 31, 2017 899,362 $ 38.27 Vested and expected to vest after March 31,2017 832,557 $ 38.27 During the three months ended March 31, 2017 and 2016, the Company recorded stock-based compensation expense related to restricted stock units of $ 2.5 1.9 5.0 3.0 17.5 2.1 Six Months Ended March 31, 2017 2016 Total fair value of RSUs released $ 2,385 $ 369 Total intrinsic value of RSUs released 3,071 403 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill Balance at September 30, 2015 $ 496,415 Acquisition of RSG 617,634 Other acquisitions 47,608 Translation and other adjustments (882) Balance at March 31, 2016 $ 1,160,775 Balance at September 30, 2016 $ 1,197,565 Acquisitions 31,005 Translation and other adjustments (511) Balance at March 31, 2017 $ 1,228,059 The change in the carrying amount of goodwill for the six months ended March 31, 2017 and 2016 is primarily attributable to the Company’s acquisitions finalized during the respective periods presented (see Note 3). Intangible Assets In connection with transactions finalized during the six months ended March 31, 2017 and fiscal year 2016, the Company recorded intangible assets of $ 15.9 442.6 375.0 4.3 63.3 Weighted- Average Remaining March 31, September 30, March 31, Life 1 2017 2016 2016 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 3,324 $ 2,824 3.61 Customer relationships 582,028 566,964 541,161 17.91 Trademarks 6,670 5,400 4,600 6.60 Beneficial lease arrangements 960 960 610 10.40 Total amortizable intangible assets 592,482 576,648 549,195 Less: Accumulated amortization (226,025) (185,674) (149,663) Total amortizable intangible assets, net $ 366,457 $ 390,974 $ 399,532 Indefinite lived trademarks 73,050 73,050 73,050 Total intangibles, net $ 439,507 $ 464,024 $ 472,582 1 As of March 31, 2017 For the three month periods ended March 31, 2017 and 2016, we recorded $ 20.3 17.1 40.4 32.3 1 20 17.7 Year Ending September 30, 2017 (Apr - Sept) $ 40,750 2018 67,713 2019 55,112 2020 44,527 2021 35,378 Thereafter 122,977 $ 366,457 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 8. Financing Arrangements In connection with the RSG Acquisition on October 1, 2015, the Company entered into various financing arrangements totaling $ 1.45 700.0 350.0 450.0 300.0 The proceeds from the Senior Secured Credit Facility 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 March 31, September 30, March 31, 2017 2016 2016 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 202 1 $ 269,124 $ 355,087 $ 295,690 Canadian Revolver, expires October 1, 2020 2 - 4,574 - Term Loan, matures October 1, 2022 3 434,912 436,380 436,632 Total borrowings under Senior Secured Credit Facility 704,036 796,041 732,322 Less: current portion (4,500) (4,500) (4,500) Total long-term borrowings under Senior Secured Credit Facility $ 699,536 $ 791,541 $ 727,822 Senior Notes Senior Notes, matures October 2023 4 291,689 291,049 290,410 Less: current portion - - - Total long-term borrowings under Senior Notes $ 291,689 $ 291,049 $ 290,410 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 5 $ 17,949 $ 20,419 $ 22,855 Capital lease obligations, various maturities through November 2021 6 22,204 25,013 25,130 Total obligations under equipment financing facilities and other 40,153 45,432 47,985 Less: current portion (9,514) (10,311) (7,659) Total long-term obligations under equipment financing facilities and other $ 30,639 $ 35,121 $ 40,326 1 - Effective rates on borrowings are 2.97 2.90 2.58 2 - Effective rates on borrowings are 3.20 3 - Interest rate of 3.50 3.50 4.00 4 - Interest rate of 6.38 5 - Fixed interest rates ranging from 2.33 3.25 2.33 4.49 6 - Fixed interest rates ranging from 2.72 10.39 Asset-based Line of Credit (“ABL”) On October 1, 2015, the Company entered into a $ 700 670.0 30.0 The ABL has a maturity date of October 1, 2020 2.39 4.50 2.97 269.1 10.4 0.25 There is one financial covenant under the ABL, which is a Consolidated Fixed Charge Ratio. The Consolidated Fixed Charge Ratio is calculated by dividing consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) by Consolidated Fixed Charges (as defined in the agreement). Per the covenant, the Company’s Consolidated Fixed Charge Ratio must be a minimum of 1.00 at the end of each fiscal quarter, calculated on a trailing four quarter basis. The covenant is only applicable when the borrowing availability is less than 10% of the maximum loan cap or $60.0 million. Term Loan On October 1, 2015, the Company entered into a $ 450.0 1.1 October 1, 2022 On September 16, 2016, the Company refinanced its Term Loan, 1.6 434.9 Senior Notes On October 1, 2015, the Company raised $ 300.0 6.38 October 1, 2023 291.7 Other Information The Senior Secured Credit Facility and the previous credit facility it replaced had certain lenders who participated in both arrangements, therefore 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 expensed $ 2.2 0.8 Equipment Financing Facilities and Other As of March 31, 2017, the Company had a $ 17.9 2.33 3.25 As of March 31, 2017 the Company had $ 22.2 2.72 10.39 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases The Company mostly operates in leased facilities, which are accounted for as operating leases. The leases typically provide for a base rent plus real estate taxes. Certain of the leases provide for escalating rents over the lives of the leases and rent expense is recognized over the terms of those leases on a straight-line basis. For the three months ended March 31, 2017 and 2016, rent expense was $14.7 million and $14.6 million, respectively. For the six months ended March 31, 2017 and 2016, rent expense was $ 28.9 30.6 Contingencies The Company is subject to loss contingencies pursuant to various federal, state and local environmental laws and regulations; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. Potential loss contingencies include possible obligations to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical or other substances by the Company or by other parties. In connection with its acquisitions, the Company’s practice is to request indemnification for any and all known material liabilities of significance as of the respective dates of acquisition. Historically, environmental liabilities have not had a material impact on the Company's results of operations, financial position or liquidity. The Company is subject to litigation from time to time in the ordinary course of business; however the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position or liquidity. |
Geographic Data
Geographic Data | 6 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Data | 10. Geographic Data Three Months Ended March 31, Six Months Ended March 31, 2017 2016 2017 2016 Net sales U.S. $ 849,226 $ 803,675 $ 1,809,461 $ 1,735,018 Canada 21,498 19,862 63,447 64,999 Total net sales $ 870,724 $ 823,537 $ 1,872,908 $ 1,800,017 March 31, September 30, March 31, 2017 2016 2016 Long-lived assets U.S. $ 511,507 $ 527,680 $ 536,512 Canada 12,841 13,374 12,444 Total long-lived assets $ 524,348 $ 541,054 $ 548,956 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 11. Fair Value Measurement As of March 31, 2017, the carrying amount of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses approximated fair value because of the short-term nature of these instruments. The Company measures its cash equivalents at amortized cost, which approximates fair value based upon quoted market prices (Level 1). Based upon recent trading prices (Level 2 market approach) as of March 31, 2017, the fair value of the Company’s $ 300.0 321.0 |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 6 Months Ended |
Mar. 31, 2017 | |
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) March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 24,181 $ 1,946 $ (16,115) $ 10,012 Accounts receivable, net - 490,724 15,437 225 506,386 Inventories, net - 556,463 24,426 - 580,889 Prepaid expenses and other current assets 28,952 184,764 3,673 - 217,389 Total current assets 28,952 1,256,132 45,482 (15,890) 1,314,676 Intercompany receivable, net - 961,450 - (961,450) - Investments in consolidated subsidiaries 2,959,542 - - (2,959,542) - Deferred income taxes, net 57,419 - - (57,419) - Property and equipment, net 5,614 140,918 9,848 - 156,380 Goodwill - 1,198,805 29,254 - 1,228,059 Intangibles, net - 436,513 2,994 - 439,507 Other assets, net 1,242 269 - - 1,511 Total Assets $ 3,052,769 $ 3,994,087 $ 87,578 $ (3,994,301) $ 3,140,133 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,209 $ 468,144 $ 6,865 $ (15,890) $ 486,328 Accrued expenses 26,226 103,045 1,993 - 131,264 Current portions of long-term debt 4,500 9,514 - - 14,014 Total current liabilities 57,935 580,703 8,858 (15,890) 631,606 Intercompany payable, net 923,565 - 37,885 (961,450) - Borrowings under revolving lines of credit, net - 269,124 - - 269,124 Long-term debt, net 722,101 - - - 722,101 Deferred income taxes, net - 194,556 358 (57,419) 137,495 Long-term obligations under equipment financing and other, net - 30,593 46 - 30,639 Total liabilities 1,703,601 1,074,976 47,147 (1,034,759) 1,790,965 Total stockholders' equity 1,349,168 2,919,111 40,431 (2,959,542) 1,349,168 Total Liabilities and Stockholders' Equity $ 3,052,769 $ 3,994,087 $ 87,578 $ (3,994,301) $ 3,140,133 Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 37,447 $ 2,876 $ (8,937) $ 31,386 Accounts receivable, net - 593,395 34,710 (1,140) 626,965 Inventories, net - 460,516 20,220 - 480,736 Prepaid expenses and other current assets 3,527 153,681 5,895 - 163,103 Total current assets 3,527 1,245,039 63,701 (10,077) 1,302,190 Intercompany receivable, net - 878,931 - (878,931) - Investments in consolidated subsidiaries 2,891,677 - - (2,891,677) - Deferred income taxes, net 59,567 - - (59,567) - Property and equipment, net 4,626 133,897 10,046 - 148,569 Goodwill - 1,167,905 29,660 - 1,197,565 Intangibles, net - 460,696 3,328 - 464,024 Other assets, net 1,242 269 - - 1,511 Total Assets $ 2,960,639 $ 3,886,737 $ 106,735 $ (3,840,252) $ 3,113,859 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 26,630 $ 329,895 $ 14,467 $ (10,077) $ 360,915 Accrued expenses 42,594 114,016 4,503 - 161,113 Current portions of long-term obligations 4,500 10,311 - - 14,811 Total current liabilities 73,724 454,222 18,970 (10,077) 536,839 Intercompany payable, net 840,159 - 38,772 (878,931) - Borrowings under revolving lines of credit, net - 355,087 4,574 - 359,661 Long-term debt, net 722,929 - - - 722,929 Deferred income taxes, net - 194,556 493 (59,567) 135,482 Long-term obligations under equipment financing and other, net - 35,074 47 - 35,121 Total liabilities 1,636,812 1,038,939 62,856 (948,575) 1,790,032 Total stockholders' equity 1,323,827 2,847,798 43,879 (2,891,677) 1,323,827 Total Liabilities and Stockholders' Equity $ 2,960,639 $ 3,886,737 $ 106,735 $ (3,840,252) $ 3,113,859 Condensed Consolidating Balance Sheets (Unaudited; In thousands) March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Accounts receivable, net - 476,860 15,130 (1,140) 490,850 Inventories, net - 483,582 30,168 - 513,750 Prepaid expenses and other current assets 16,474 145,102 3,049 - 164,625 Total current assets 16,474 1,134,375 53,036 (19,819) 1,184,066 Intercompany receivable, net 802,015 - (802,015) - Investments in consolidated subsidiaries 2,716,780 - - (2,716,780) - Deferred income taxes, net 17,403 - - (17,403) - Property and equipment, net 3,740 135,511 8,743 - 147,994 Goodwill - 1,130,818 29,957 - 1,160,775 Intangibles, net - 468,881 3,701 - 472,582 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 34,045 $ 392,032 $ 11,736 $ (19,819) $ 417,994 Accrued expenses 10,390 137,378 4,924 - 152,692 Current portions of long-term obligations 4,500 7,659 - - 12,159 Total current liabilities 48,935 537,069 16,660 (19,819) 582,845 Intercompany payable, net 764,168 - 37,847 (802,015) - Borrowings under revolving lines of credit - 295,690 - - 295,690 Long-term debt, net 722,542 - - - 722,542 Deferred income taxes, net - 119,855 426 (17,403) 102,878 Long-term obligations under equipment financing and other, net - 42,860 47 - 42,907 Total liabilities 1,535,645 995,474 54,980 (839,237) 1,746,862 Total stockholders' equity 1,219,985 2,676,323 40,457 (2,716,780) 1,219,985 Total Liabilities and Stockholders' Equity $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 849,226 $ 21,498 $ - $ 870,724 Cost of products sold - 649,595 16,652 - 666,247 Gross profit - 199,631 4,846 - 204,477 Operating expense 7,010 193,448 7,075 - 207,533 Intercompany charges (income) (12,555) 11,993 562 - - Income (loss) from operations 5,545 (5,810) (2,791) - (3,056) Interest expense, financing costs, and other 3,983 8,003 282 - 12,268 Intercompany interest expense (income) (5,089) 5,089 - - - Income (loss) before provision for income taxes 6,651 (18,902) (3,073) - (15,324) Provision for (benefit from) income taxes 2,444 (7,568) (844) - (5,968) Income (loss) before equity in net income of subsidiaries 4,207 (11,334) (2,229) - (9,356) Equity in net loss of subsidiaries (13,563) - - 13,563 - Net loss $ (9,356) $ (11,334) $ (2,229) $ 13,563 $ (9,356) Weighted-average common stock outstanding: Basic 60,141,580 Diluted 60,141,580 Net income (loss) per share: Basic $ (0.16) Diluted $ (0.16) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 803,781 $ 19,862 $ (106) $ 823,537 Cost of products sold - 612,646 15,233 (106) 627,773 Gross profit - 191,135 4,629 - 195,764 Operating expenses 27,987 157,398 6,496 - 191,881 Intercompany charges (income) (17,593) 16,270 1,323 - - Income (loss) from operations (10,394) 17,467 (3,190) - 3,883 Interest expense, financing costs, and other 4,763 8,267 (4) - 13,026 Intercompany interest expense (income) (4,795) 4,412 383 - - Income (loss) before provision for income taxes (10,362) 4,788 (3,569) - (9,143) Provision for (benefit from) income taxes (11,141) 8,663 (946) - (3,424) Income (loss) before equity in net income of subsidiaries 779 (3,875) (2,623) - (5,719) Equity in net loss of subsidiaries (6,498) - - 6,498 - Net loss $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Weighted-average common stock outstanding: Basic 59,295,990 Diluted 59,295,990 Net income (loss) per share: Basic $ (0.10) Diluted $ (0.10) Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,809,461 $ 63,447 $ - $ 1,872,908 Cost of products sold - 1,368,129 49,235 - 1,417,364 Gross profit - 441,332 14,212 - 455,544 Operating expense 15,656 380,521 15,466 - 411,643 Intercompany charges (income) (24,508) 23,392 1,116 - - Income from operations 8,852 37,419 (2,370) - 43,901 Interest expense, financing costs, and other 19,337 5,458 1,047 - 25,842 Intercompany interest expense (income) (10,682) 10,682 - - - Income (loss) before provision for income taxes 197 21,279 (3,417) - 18,059 Provision for (benefit from) income taxes (410) 8,334 (939) - 6,985 Income (loss) before equity in net income of subsidiaries 607 12,945 (2,478) - 11,074 Equity in net income of subsidiaries 10,467 - - (10,467) - Net income (loss) $ 11,074 $ 12,945 $ (2,478) $ (10,467) $ 11,074 Weighted-average common stock outstanding: Basic 60,041,332 Diluted 61,069,938 Net income per share: Basic $ 0.18 Diluted $ 0.18 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,735,265 $ 64,999 $ (247) $ 1,800,017 Cost of products sold - 1,321,029 50,283 (247) 1,371,065 Gross profit - 414,236 14,716 - 428,952 Operating expenses 59,159 324,412 14,654 - 398,225 Intercompany charges (income) (25,440) 23,456 1,984 - - Income (loss) from operations (33,719) 66,368 (1,922) - 30,727 Interest expense, financing costs, and other 14,637 14,505 140 - 29,282 Intercompany interest expense (income) (8,721) 7,949 772 - - Income (loss) before provision for income taxes (39,635) 43,914 (2,834) - 1,445 Provision for (benefit from) income taxes (20,873) 21,670 (751) - 46 Income (loss) before equity in net income of subsidiaries (18,762) 22,244 (2,083) - 1,399 Equity in net income of subsidiaries 20,161 - - (20,161) - Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Weighted-average common stock outstanding: Basic 59,133,569 Diluted 60,077,852 Net income per share: Basic $ 0.02 Diluted $ 0.02 Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net loss $ (9,356) $ (11,334) $ (2,229) $ 13,563 $ (9,356) Other comprehensive income: Foreign currency translation adjustment 813 - 813 (813) 813 Total other comprehensive income 813 - 813 (813) 813 Comprehensive loss $ (8,543) $ (11,334) $ (1,416) $ 12,750 $ (8,543) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net loss $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Other comprehensive income: Foreign currency translation adjustment 4,226 - 4,226 (4,226) 4,226 Total other comprehensive income 4,226 - 4,226 (4,226) 4,226 Comprehensive income (loss) $ (1,493) $ (3,875) $ 1,603 $ 2,272 $ (1,493) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 11,074 $ 12,945 $ (2,478) $ (10,467) $ 11,074 Other comprehensive income: Foreign currency translation adjustment (839) - (839) 839 (839) Total other comprehensive loss (839) - (839) 839 (839) Comprehensive income (loss) $ 10,235 $ 12,945 $ (3,317) $ (9,628) $ 10,235 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Other comprehensive income: Foreign currency translation adjustment 1,757 - 1,757 (1,757) 1,757 Total other comprehensive income 1,757 - 1,757 (1,757) 1,757 Comprehensive income (loss) $ 3,156 $ 22,244 $ (326) $ (21,918) $ 3,156 Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities $ (29,347) $ 181,847 $ 5,121 $ (7,178) $ 150,443 Investing Activities Purchases of property and equipment (1,709) (21,742) (780) - (24,231) Acquisition of businesses (58,359) - - - (58,359) Proceeds from the sale of assets - 1,274 11 - 1,285 Intercompany activity 83,397 - - (83,397) - Net cash provided by (used in) investing activities 23,329 (20,468) (769) (83,397) (81,305) Financing Activities Borrowings under revolving lines of credit - 852,583 4,516 - 857,099 Repayments under revolving lines of credit - (939,438) (9,032) - (948,470) Repayments under term loan (1,125) - - - (1,125) Borrowings under equipment financing facilities and other - 1,579 - - 1,579 Repayments under equipment financing facilities and other - (6,857) - - (6,857) Proceeds from issuance of common stock 7,840 - - - 7,840 Taxes paid related to net share settelement of equity awards (697) - - - (697) Intercompany activity - (82,512) (885) 83,397 - Net cash provided by (used in) financing activities 6,018 (174,645) (5,401) 83,397 (90,631) Effect of exchange rate changes on cash and cash equivalents - - 119 - 119 Net decrease in cash and cash equivalents - (13,266) (930) (7,178) (21,374) Cash and cash equivalents, beginning of period - 37,447 2,876 (8,937) 31,386 Cash and cash equivalents, end of period $ - $ 24,181 $ 1,946 $ (16,115) $ 10,012 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities $ (41,213) $ 127,076 $ 9,262 $ (14,473) $ 80,652 Investing Activities Purchases of property and equipment (1,507) (9,093) (459) - (11,059) Acquisition of businesses (941,156) - - - (941,156) Proceeds from the sale of assets - 377 - - 377 Intercompany activity 423,620 - - (423,620) - Net cash used in investing activities (519,043) (8,716) (459) (423,620) (951,838) Financing Activities Borrowings under revolving lines of credit - 1,017,128 - - 1,017,128 Repayments under revolving lines of credit - (713,407) (11,448) - (724,855) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (187,875) - - - (187,875) Borrowings under Senior Notes 300,000 - - - 300,000 Repayments under equipment financing facilities and other - (2,633) - - (2,633) Payment of deferred financing costs (18,890) (8,923) - - (27,813) Proceeds from issuance of common stock 15,391 - - - 15,391 Excess tax benefit from stock-based compensation 1,630 - - - 1,630 Intercompany activity - (424,510) 890 423,620 - Net cash provided by (used in) financing activities 560,256 (132,345) (10,558) 423,620 840,973 Effect of exchange rate changes on cash and cash equivalents - - (607) - (607) Net decrease in cash and cash equivalents - (13,985) (2,362) (14,473) (30,820) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On May 1, 2017, the Company purchased certain assets of Lowry’s Inc., a distributor of waterproofing and concrete restoration materials with 11 branches operating in California, Arizona, Utah and Hawaii and annual sales of approximately $76 million. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [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 March 31, 2016 has been presented for a better understanding of the impact of seasonal fluctuations on the Company's financial condition. In management's opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company's financial position and operating results. The results for the three and six-month periods ended March 31, 2 0 The three-month periods ended March 31, 2017 and 2016 each had 64 business days and the six-month periods ended March 31, 2017 and March 31, 2016 had 125 and 126 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 2016 (“2016”) Annual Report on Form 10-K for the year ended September 30, 2016. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant items subject to such estimates include inventories, purchase price allocations, recoverability of goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates. |
Recent Issued Accounting Pronouncements | Recent Accounting Pronouncements - Adopted In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, “ Simplifying the Presentation of Debt Issuance Costs 22.9 25.2 28.7 In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU 2015-17, " Balance Sheet Classification of Deferred Taxes 31.9 Recent Accounting Pronouncements - Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial StatementsGoing Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In July 2015, the FASB issued ASU 2015-11, “ Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU 2016-02, “ Leases In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments.” In January 2017, the FASB issued ASU 2017-01, “ Business Combinations: Clarifying the Definition of a Business” In January 2017, the FASB issued ASU 2017-04, “ Simplifying the Accounting for Goodwill Impairment.” |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | As of September 30, 2016, the Company had finalized the acquisition accounting entries for the RSG acquisition, detailed as follows (in thousands): Cash $ 16,451 Accounts receivable 177,251 Inventory 179,651 Other current assets 50,000 Property, plant, and equipment 55,159 Other intangible assets 382,600 Goodwill 617,477 Current liabilities (252,190) Non-current liabilities (56,949) Total purchase price $ 1,169,450 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Weighted-Average Shares Outstanding | The following table presents the basic and diluted weighted-average shares outstanding for each period presented: Three Months Ended Six Months Ended March 31, March 31, 2017 2016 2017 2016 Weighted-average common shares outstanding, basic 60,141,580 59,295,990 60,041,332 59,133,569 Effect of dilutive securities: Stock options - - 633,007 696,112 Restricted stock units - - 395,599 248,171 Weighted-average common shares outstanding, diluted 60,141,580 59,295,990 61,069,938 60,077,852 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | These shares were not included in the computation of diluted net income per share because the effect was either anti-dilutive or the requisite performance conditions were not met. Three Months Ended Six Months Ended March 31, March 31, 2017 2016 2017 2016 Stock options 270,428 665,281 416,085 667,251 Restricted stock units - 88,407 123,780 88,407 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the six months ended March 31, 2017 (in thousands, except share amounts): Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2016 59,890,885 $ 598 $ 694,564 $ 647,322 $ (18,657) $ 1,323,827 Issuance of common stock, net of shares withheld for taxes 364,435 4 7,140 - - 7,144 Stock-based compensation - - 7,574 - - 7,574 Other comprehensive income (loss) - - - - (451) (451) Net income - - - 11,074 - 11,074 Balance at March 31, 2017 60,255,320 $ 602 $ 709,278 $ 658,396 $ (19,108) $ 1,349,168 |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Accumulated Foreign Derivative Other Currency Financial Comprehensive Translation Instruments Loss Balance as of September 30, 2016 $ (18,269) $ (388) $ (18,657) Other comprehensive loss before reclassifications (839) - (839) Reclassifications out of other comprehensive loss - 388 388 Balance as of March 31, 2017 $ (19,108) $ - $ (19,108) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The fair values of the options granted during the six months ended March 31, 2017 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions: Risk-free interest rate 1.97 % Expected volatility 28.83 % Expected life (in years) 5.30 Dividend yield |
Stock Options Outstanding and Activity During the Period | The following table summarizes all stock option activity for the period presented (in thousands, except share, per share, and time period amounts): Weighted-Average Weighted- Remaining Aggregate Options Average Contractual Term Intrinsic Outstanding Exercise Price (Years) Value 1 Balance as of September 30, 2016 2,312,789 $ 25.55 6.3 $ 38,225 Granted 245,818 47.40 Exercised (316,827) 21.20 Canceled (22,271) 24.19 Balance as of March 31, 2017 2,219,509 $ 28.60 6.5 $ 45,630 Vested and expected to vest after March 31, 2017 2,167,911 $ 28.51 6.5 $ 44,759 Exercisable as of March 31, 2017 1,487,885 $ 25.40 5.4 $ 35,350 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 Option Grants, Vesting, and Exercises | The following table summarizes additional information on stock options for the period presented (in thousands, except per share amounts): Six Months Ended March 31, 2017 2016 Weighted-average fair value of stock options granted $ 14.21 $ 12.89 Total fair value of stock options vested 4,998 11,020 Total intrinsic value of stock options exercised 7,906 14,415 |
Restricted Shares and Units Outstanding and Activity During the Period | The following table summarizes all restricted stock unit activity for the period presented: RSUs Weighted-Average Outstanding Grant Date Fair Value Balance at September 30, 2016 705,434 $ 34.55 Granted 267,042 47.28 Released (65,651) 36.33 Forfeited (7,463) 44.53 Balance at March 31, 2017 899,362 $ 38.27 Vested and expected to vest after March 31,2017 832,557 $ 38.27 |
Schedule Of Restricted Stock Units Additional Information | The following table summarizes additional information on RSUs for the period presented (in thousands): Six Months Ended March 31, 2017 2016 Total fair value of RSUs released $ 2,385 $ 369 Total intrinsic value of RSUs released 3,071 403 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in goodwill | Balance at September 30, 2015 $ 496,415 Acquisition of RSG 617,634 Other acquisitions 47,608 Translation and other adjustments (882) Balance at March 31, 2016 $ 1,160,775 Balance at September 30, 2016 $ 1,197,565 Acquisitions 31,005 Translation and other adjustments (511) Balance at March 31, 2017 $ 1,228,059 |
Intangibles and Other Assets, Included in Other Long-term Assets | Intangible assets consisted of the following (in thousands, except time period amounts): Weighted- Average Remaining March 31, September 30, March 31, Life 1 2017 2016 2016 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 3,324 $ 2,824 3.61 Customer relationships 582,028 566,964 541,161 17.91 Trademarks 6,670 5,400 4,600 6.60 Beneficial lease arrangements 960 960 610 10.40 Total amortizable intangible assets 592,482 576,648 549,195 Less: Accumulated amortization (226,025) (185,674) (149,663) Total amortizable intangible assets, net $ 366,457 $ 390,974 $ 399,532 Indefinite lived trademarks 73,050 73,050 73,050 Total intangibles, net $ 439,507 $ 464,024 $ 472,582 1 As of March 31, 2017 |
Estimated Future Annual Amortization | The following table presents the estimated annual amortization expense for these intangible assets (in thousands): Year Ending September 30, 2017 (Apr - Sept) $ 40,750 2018 67,713 2019 55,112 2020 44,527 2021 35,378 Thereafter 122,977 $ 366,457 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes all financing arrangements the Company has entered into (in thousands): March 31, September 30, March 31, 2017 2016 2016 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 202 1 $ 269,124 $ 355,087 $ 295,690 Canadian Revolver, expires October 1, 2020 2 - 4,574 - Term Loan, matures October 1, 2022 3 434,912 436,380 436,632 Total borrowings under Senior Secured Credit Facility 704,036 796,041 732,322 Less: current portion (4,500) (4,500) (4,500) Total long-term borrowings under Senior Secured Credit Facility $ 699,536 $ 791,541 $ 727,822 Senior Notes Senior Notes, matures October 2023 4 291,689 291,049 290,410 Less: current portion - - - Total long-term borrowings under Senior Notes $ 291,689 $ 291,049 $ 290,410 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 5 $ 17,949 $ 20,419 $ 22,855 Capital lease obligations, various maturities through November 2021 6 22,204 25,013 25,130 Total obligations under equipment financing facilities and other 40,153 45,432 47,985 Less: current portion (9,514) (10,311) (7,659) Total long-term obligations under equipment financing facilities and other $ 30,639 $ 35,121 $ 40,326 1 - Effective rates on borrowings are 2.97 2.90 2.58 2 - Effective rates on borrowings are 3.20 3 - Interest rate of 3.50 3.50 4.00 4 - Interest rate of 6.38 5 - Fixed interest rates ranging from 2.33 3.25 2.33 4.49 6 - Fixed interest rates ranging from 2.72 10.39 |
Geographic Data (Tables)
Geographic Data (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule Of Geographic Information | Three Months Ended March 31, Six Months Ended March 31, 2017 2016 2017 2016 Net sales U.S. $ 849,226 $ 803,675 $ 1,809,461 $ 1,735,018 Canada 21,498 19,862 63,447 64,999 Total net sales $ 870,724 $ 823,537 $ 1,872,908 $ 1,800,017 March 31, September 30, March 31, 2017 2016 2016 Long-lived assets U.S. $ 511,507 $ 527,680 $ 536,512 Canada 12,841 13,374 12,444 Total long-lived assets $ 524,348 $ 541,054 $ 548,956 |
Supplemental Guarantor Inform29
Supplemental Guarantor Information (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | Condensed Consolidating Balance Sheets (Unaudited; In thousands) March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 24,181 $ 1,946 $ (16,115) $ 10,012 Accounts receivable, net - 490,724 15,437 225 506,386 Inventories, net - 556,463 24,426 - 580,889 Prepaid expenses and other current assets 28,952 184,764 3,673 - 217,389 Total current assets 28,952 1,256,132 45,482 (15,890) 1,314,676 Intercompany receivable, net - 961,450 - (961,450) - Investments in consolidated subsidiaries 2,959,542 - - (2,959,542) - Deferred income taxes, net 57,419 - - (57,419) - Property and equipment, net 5,614 140,918 9,848 - 156,380 Goodwill - 1,198,805 29,254 - 1,228,059 Intangibles, net - 436,513 2,994 - 439,507 Other assets, net 1,242 269 - - 1,511 Total Assets $ 3,052,769 $ 3,994,087 $ 87,578 $ (3,994,301) $ 3,140,133 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,209 $ 468,144 $ 6,865 $ (15,890) $ 486,328 Accrued expenses 26,226 103,045 1,993 - 131,264 Current portions of long-term debt 4,500 9,514 - - 14,014 Total current liabilities 57,935 580,703 8,858 (15,890) 631,606 Intercompany payable, net 923,565 - 37,885 (961,450) - Borrowings under revolving lines of credit, net - 269,124 - - 269,124 Long-term debt, net 722,101 - - - 722,101 Deferred income taxes, net - 194,556 358 (57,419) 137,495 Long-term obligations under equipment financing and other, net - 30,593 46 - 30,639 Total liabilities 1,703,601 1,074,976 47,147 (1,034,759) 1,790,965 Total stockholders' equity 1,349,168 2,919,111 40,431 (2,959,542) 1,349,168 Total Liabilities and Stockholders' Equity $ 3,052,769 $ 3,994,087 $ 87,578 $ (3,994,301) $ 3,140,133 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 37,447 $ 2,876 $ (8,937) $ 31,386 Accounts receivable, net - 593,395 34,710 (1,140) 626,965 Inventories, net - 460,516 20,220 - 480,736 Prepaid expenses and other current assets 3,527 153,681 5,895 - 163,103 Total current assets 3,527 1,245,039 63,701 (10,077) 1,302,190 Intercompany receivable, net - 878,931 - (878,931) - Investments in consolidated subsidiaries 2,891,677 - - (2,891,677) - Deferred income taxes, net 59,567 - - (59,567) - Property and equipment, net 4,626 133,897 10,046 - 148,569 Goodwill - 1,167,905 29,660 - 1,197,565 Intangibles, net - 460,696 3,328 - 464,024 Other assets, net 1,242 269 - - 1,511 Total Assets $ 2,960,639 $ 3,886,737 $ 106,735 $ (3,840,252) $ 3,113,859 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 26,630 $ 329,895 $ 14,467 $ (10,077) $ 360,915 Accrued expenses 42,594 114,016 4,503 - 161,113 Current portions of long-term obligations 4,500 10,311 - - 14,811 Total current liabilities 73,724 454,222 18,970 (10,077) 536,839 Intercompany payable, net 840,159 - 38,772 (878,931) - Borrowings under revolving lines of credit, net - 355,087 4,574 - 359,661 Long-term debt, net 722,929 - - - 722,929 Deferred income taxes, net - 194,556 493 (59,567) 135,482 Long-term obligations under equipment financing and other, net - 35,074 47 - 35,121 Total liabilities 1,636,812 1,038,939 62,856 (948,575) 1,790,032 Total stockholders' equity 1,323,827 2,847,798 43,879 (2,891,677) 1,323,827 Total Liabilities and Stockholders' Equity $ 2,960,639 $ 3,886,737 $ 106,735 $ (3,840,252) $ 3,113,859 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 Accounts receivable, net - 476,860 15,130 (1,140) 490,850 Inventories, net - 483,582 30,168 - 513,750 Prepaid expenses and other current assets 16,474 145,102 3,049 - 164,625 Total current assets 16,474 1,134,375 53,036 (19,819) 1,184,066 Intercompany receivable, net 802,015 - (802,015) - Investments in consolidated subsidiaries 2,716,780 - - (2,716,780) - Deferred income taxes, net 17,403 - - (17,403) - Property and equipment, net 3,740 135,511 8,743 - 147,994 Goodwill - 1,130,818 29,957 - 1,160,775 Intangibles, net - 468,881 3,701 - 472,582 Other assets, net 1,233 197 - - 1,430 Total Assets $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 34,045 $ 392,032 $ 11,736 $ (19,819) $ 417,994 Accrued expenses 10,390 137,378 4,924 - 152,692 Current portions of long-term obligations 4,500 7,659 - - 12,159 Total current liabilities 48,935 537,069 16,660 (19,819) 582,845 Intercompany payable, net 764,168 - 37,847 (802,015) - Borrowings under revolving lines of credit - 295,690 - - 295,690 Long-term debt, net 722,542 - - - 722,542 Deferred income taxes, net - 119,855 426 (17,403) 102,878 Long-term obligations under equipment financing and other, net - 42,860 47 - 42,907 Total liabilities 1,535,645 995,474 54,980 (839,237) 1,746,862 Total stockholders' equity 1,219,985 2,676,323 40,457 (2,716,780) 1,219,985 Total Liabilities and Stockholders' Equity $ 2,755,630 $ 3,671,797 $ 95,437 $ (3,556,017) $ 2,966,847 |
Condensed Consolidated Statements of Operations | Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 849,226 $ 21,498 $ - $ 870,724 Cost of products sold - 649,595 16,652 - 666,247 Gross profit - 199,631 4,846 - 204,477 Operating expense 7,010 193,448 7,075 - 207,533 Intercompany charges (income) (12,555) 11,993 562 - - Income (loss) from operations 5,545 (5,810) (2,791) - (3,056) Interest expense, financing costs, and other 3,983 8,003 282 - 12,268 Intercompany interest expense (income) (5,089) 5,089 - - - Income (loss) before provision for income taxes 6,651 (18,902) (3,073) - (15,324) Provision for (benefit from) income taxes 2,444 (7,568) (844) - (5,968) Income (loss) before equity in net income of subsidiaries 4,207 (11,334) (2,229) - (9,356) Equity in net loss of subsidiaries (13,563) - - 13,563 - Net loss $ (9,356) $ (11,334) $ (2,229) $ 13,563 $ (9,356) Weighted-average common stock outstanding: Basic 60,141,580 Diluted 60,141,580 Net income (loss) per share: Basic $ (0.16) Diluted $ (0.16) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 803,781 $ 19,862 $ (106) $ 823,537 Cost of products sold - 612,646 15,233 (106) 627,773 Gross profit - 191,135 4,629 - 195,764 Operating expenses 27,987 157,398 6,496 - 191,881 Intercompany charges (income) (17,593) 16,270 1,323 - - Income (loss) from operations (10,394) 17,467 (3,190) - 3,883 Interest expense, financing costs, and other 4,763 8,267 (4) - 13,026 Intercompany interest expense (income) (4,795) 4,412 383 - - Income (loss) before provision for income taxes (10,362) 4,788 (3,569) - (9,143) Provision for (benefit from) income taxes (11,141) 8,663 (946) - (3,424) Income (loss) before equity in net income of subsidiaries 779 (3,875) (2,623) - (5,719) Equity in net loss of subsidiaries (6,498) - - 6,498 - Net loss $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Weighted-average common stock outstanding: Basic 59,295,990 Diluted 59,295,990 Net income (loss) per share: Basic $ (0.10) Diluted $ (0.10) BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,809,461 $ 63,447 $ - $ 1,872,908 Cost of products sold - 1,368,129 49,235 - 1,417,364 Gross profit - 441,332 14,212 - 455,544 Operating expense 15,656 380,521 15,466 - 411,643 Intercompany charges (income) (24,508) 23,392 1,116 - - Income from operations 8,852 37,419 (2,370) - 43,901 Interest expense, financing costs, and other 19,337 5,458 1,047 - 25,842 Intercompany interest expense (income) (10,682) 10,682 - - - Income (loss) before provision for income taxes 197 21,279 (3,417) - 18,059 Provision for (benefit from) income taxes (410) 8,334 (939) - 6,985 Income (loss) before equity in net income of subsidiaries 607 12,945 (2,478) - 11,074 Equity in net income of subsidiaries 10,467 - - (10,467) - Net income (loss) $ 11,074 $ 12,945 $ (2,478) $ (10,467) $ 11,074 Weighted-average common stock outstanding: Basic 60,041,332 Diluted 61,069,938 Net income per share: Basic $ 0.18 Diluted $ 0.18 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net sales $ - $ 1,735,265 $ 64,999 $ (247) $ 1,800,017 Cost of products sold - 1,321,029 50,283 (247) 1,371,065 Gross profit - 414,236 14,716 - 428,952 Operating expenses 59,159 324,412 14,654 - 398,225 Intercompany charges (income) (25,440) 23,456 1,984 - - Income (loss) from operations (33,719) 66,368 (1,922) - 30,727 Interest expense, financing costs, and other 14,637 14,505 140 - 29,282 Intercompany interest expense (income) (8,721) 7,949 772 - - Income (loss) before provision for income taxes (39,635) 43,914 (2,834) - 1,445 Provision for (benefit from) income taxes (20,873) 21,670 (751) - 46 Income (loss) before equity in net income of subsidiaries (18,762) 22,244 (2,083) - 1,399 Equity in net income of subsidiaries 20,161 - - (20,161) - Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Weighted-average common stock outstanding: Basic 59,133,569 Diluted 60,077,852 Net income per share: Basic $ 0.02 Diluted $ 0.02 |
Condensed Consolidated Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net loss $ (9,356) $ (11,334) $ (2,229) $ 13,563 $ (9,356) Other comprehensive income: Foreign currency translation adjustment 813 - 813 (813) 813 Total other comprehensive income 813 - 813 (813) 813 Comprehensive loss $ (8,543) $ (11,334) $ (1,416) $ 12,750 $ (8,543) Three Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net loss $ (5,719) $ (3,875) $ (2,623) $ 6,498 $ (5,719) Other comprehensive income: Foreign currency translation adjustment 4,226 - 4,226 (4,226) 4,226 Total other comprehensive income 4,226 - 4,226 (4,226) 4,226 Comprehensive income (loss) $ (1,493) $ (3,875) $ 1,603 $ 2,272 $ (1,493) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 11,074 $ 12,945 $ (2,478) $ (10,467) $ 11,074 Other comprehensive income: Foreign currency translation adjustment (839) - (839) 839 (839) Total other comprehensive loss (839) - (839) 839 (839) Comprehensive income (loss) $ 10,235 $ 12,945 $ (3,317) $ (9,628) $ 10,235 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net income (loss) $ 1,399 $ 22,244 $ (2,083) $ (20,161) $ 1,399 Other comprehensive income: Foreign currency translation adjustment 1,757 - 1,757 (1,757) 1,757 Total other comprehensive income 1,757 - 1,757 (1,757) 1,757 Comprehensive income (loss) $ 3,156 $ 22,244 $ (326) $ (21,918) $ 3,156 |
Condensed Consolidated Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Six Months Ended March 31, 2017 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities $ (29,347) $ 181,847 $ 5,121 $ (7,178) $ 150,443 Investing Activities Purchases of property and equipment (1,709) (21,742) (780) - (24,231) Acquisition of businesses (58,359) - - - (58,359) Proceeds from the sale of assets - 1,274 11 - 1,285 Intercompany activity 83,397 - - (83,397) - Net cash provided by (used in) investing activities 23,329 (20,468) (769) (83,397) (81,305) Financing Activities Borrowings under revolving lines of credit - 852,583 4,516 - 857,099 Repayments under revolving lines of credit - (939,438) (9,032) - (948,470) Repayments under term loan (1,125) - - - (1,125) Borrowings under equipment financing facilities and other - 1,579 - - 1,579 Repayments under equipment financing facilities and other - (6,857) - - (6,857) Proceeds from issuance of common stock 7,840 - - - 7,840 Taxes paid related to net share settelement of equity awards (697) - - - (697) Intercompany activity - (82,512) (885) 83,397 - Net cash provided by (used in) financing activities 6,018 (174,645) (5,401) 83,397 (90,631) Effect of exchange rate changes on cash and cash equivalents - - 119 - 119 Net decrease in cash and cash equivalents - (13,266) (930) (7,178) (21,374) Cash and cash equivalents, beginning of period - 37,447 2,876 (8,937) 31,386 Cash and cash equivalents, end of period $ - $ 24,181 $ 1,946 $ (16,115) $ 10,012 Six Months Ended March 31, 2016 Guarantor Non-Guarantor Eliminations Parent Subsidiaries Subsidiaries and Other Consolidated Net cash provided by (used in) operating activities $ (41,213) $ 127,076 $ 9,262 $ (14,473) $ 80,652 Investing Activities Purchases of property and equipment (1,507) (9,093) (459) - (11,059) Acquisition of businesses (941,156) - - - (941,156) Proceeds from the sale of assets - 377 - - 377 Intercompany activity 423,620 - - (423,620) - Net cash used in investing activities (519,043) (8,716) (459) (423,620) (951,838) Financing Activities Borrowings under revolving lines of credit - 1,017,128 - - 1,017,128 Repayments under revolving lines of credit - (713,407) (11,448) - (724,855) Borrowings under term loan 450,000 - - - 450,000 Repayments under term loan (187,875) - - - (187,875) Borrowings under Senior Notes 300,000 - - - 300,000 Repayments under equipment financing facilities and other - (2,633) - - (2,633) Payment of deferred financing costs (18,890) (8,923) - - (27,813) Proceeds from issuance of common stock 15,391 - - - 15,391 Excess tax benefit from stock-based compensation 1,630 - - - 1,630 Intercompany activity - (424,510) 890 423,620 - Net cash provided by (used in) financing activities 560,256 (132,345) (10,558) 423,620 840,973 Effect of exchange rate changes on cash and cash equivalents - - (607) - (607) Net decrease in cash and cash equivalents - (13,985) (2,362) (14,473) (30,820) Cash and cash equivalents, beginning of period - 42,816 7,051 (4,206) 45,661 Cash and cash equivalents, end of period $ - $ 28,831 $ 4,689 $ (18,679) $ 14,841 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Significant Accounting Policies [Line Items] | ||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 22,900 | $ 28,700 | $ 25,200 | |
Deferred Tax Assets, Net, Noncurrent | $ 0 | $ 0 | $ 0 | $ 31,900 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 |
Goodwill | $ 1,228,059 | $ 1,197,565 | $ 1,160,775 | $ 496,415 |
RSG Acquisition [Member] | ||||
Cash | 16,451 | |||
Accounts receivable | 177,251 | |||
Inventory | 179,651 | |||
Other current assets | 50,000 | |||
Property, plant, and equipment | 55,159 | |||
Other intangible assets | 382,600 | |||
Goodwill | 617,477 | |||
Current liabilities | (252,190) | |||
Non-current liabilities | (56,949) | |||
Total purchase price | $ 1,169,450 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)shares | Sep. 30, 2016USD ($) | Oct. 31, 2015 | |
Business Acquisition [Line Items] | |||
Business Acquisitions Purchase Price Allocation Goodwill Amount | $ 31,000,000 | $ 84,800,000 | |
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | 60,800,000 | ||
Business Combination Good will Tax Deductible Portion | 86,100,000 | ||
Business Combination, Acquired Receivables, Fair Value | 177,300,000 | ||
Business Combination, Acquired Receivables, Gross Contractual Amount | $ 185,900,000 | ||
Number Of Business Locations | 12 | 42 | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 15,900,000 | $ 59,800,000 | |
RCI Roofing Supply [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 23,000,000 | ||
Number Of Business Locations | 5 | ||
Roofing and Insulation Supply [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 70,000,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Number Of Business Locations | 20 | ||
Number Of States Business Location | 13 | ||
Statewide Wholesale [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 15,000,000 | ||
Number Of Business Locations | 1 | ||
Roofing Supply Groups [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Business Combination, Consideration Transferred, Total | $ 1,170,000,000 | ||
Payments to Acquire Businesses, Gross | 288,200,000 | ||
Business Combination, Consideration Transferred, Other | 306,800,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 574,400,000 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | shares | 661,349 | ||
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 | $ 5,000,000 | ||
Number Of Business Locations | 2 | ||
Lyf-Tym Building Product [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 20,000,000 | ||
Number Of Business Locations | 6 | ||
Fox Brothers [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 35,000,000 | ||
Number Of Business Locations | 4 | ||
Woodfeathers, inc. [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 30,000,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Number Of Business Locations | 4 | ||
BJ Supply Company [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 4,000,000 | ||
Number Of Business Locations | 1 | ||
American Building and Roofing, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 36,000,000 | ||
Number Of Business Locations | 7 | ||
Eco Insulation Supply [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 8,000,000 | ||
Number Of Business Locations | 1 | ||
Acme Building Materials, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, sales reported by acquired entity for last annual period | $ 13,000,000 | ||
Number Of Business Locations | 3 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Weighted-average common shares outstanding, basic | 60,141,580 | 59,295,990 | 60,041,332 | 59,133,569 |
Effect of dilutive securities: | ||||
Weighted-average common shares outstanding, diluted | 60,141,580 | 59,295,990 | 61,069,938 | 60,077,852 |
Employee Stock Option [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 633,007 | 696,112 |
Restricted Stock [Member] | ||||
Effect of dilutive securities: | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 395,599 | 248,171 |
Net Income (Loss) per Share (34
Net Income (Loss) per Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 270,428 | 665,281 | 416,085 | 667,251 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 88,407 | 123,780 | 88,407 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Balance | $ 1,323,827 | |||
Issuance of common stock, net of shares withheld for taxes | 7,144 | |||
Stock-based compensation | 7,574 | |||
Other comprehensive income (loss) | (451) | |||
Net income | $ (9,356) | $ (5,719) | 11,074 | $ 1,399 |
Balance | 1,349,168 | $ 1,219,985 | 1,349,168 | $ 1,219,985 |
Common Stock [Member] | ||||
Balance | $ 598 | |||
Balance (in shares) | 59,890,885 | |||
Issuance of common stock, net of shares withheld for taxes | $ 4 | |||
Issuance of common stock, net of shares withheld for taxes (Shares) | 364,435 | |||
Stock-based compensation | $ 0 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 0 | |||
Balance | $ 602 | $ 602 | ||
Balance (in shares) | 60,255,320 | 60,255,320 | ||
Additional Paid-in Capital [Member] | ||||
Balance | $ 694,564 | |||
Issuance of common stock, net of shares withheld for taxes | 7,140 | |||
Stock-based compensation | 7,574 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 0 | |||
Balance | $ 709,278 | 709,278 | ||
Retained Earnings [Member] | ||||
Balance | 647,322 | |||
Issuance of common stock, net of shares withheld for taxes | 0 | |||
Stock-based compensation | 0 | |||
Other comprehensive income (loss) | 0 | |||
Net income | 11,074 | |||
Balance | 658,396 | 658,396 | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Balance | (18,657) | |||
Issuance of common stock, net of shares withheld for taxes | 0 | |||
Stock-based compensation | 0 | |||
Other comprehensive income (loss) | (451) | |||
Net income | 0 | |||
Balance | $ (19,108) | $ (19,108) |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Foreign Currency Translation | ||||
Beginning balance | $ (18,269) | |||
Other comprehensive loss before reclassifications | (839) | |||
Reclassifications out of other comprehensive loss | 0 | |||
Ending balance | $ (19,108) | (19,108) | ||
Derivative Financial Instruments | ||||
Beginning balance | (388) | |||
Other comprehensive loss before reclassifications | 0 | |||
Reclassifications out of other comprehensive loss | 388 | |||
Ending balance | 0 | 0 | ||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (18,657) | |||
Other comprehensive income before reclassifications | 813 | $ 4,226 | (839) | $ 1,757 |
Reclassifications out of other comprehensive loss | 388 | |||
Ending balance | $ (19,108) | $ (18,162) | $ (19,108) | $ (18,162) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 |
Common Stock (Voting), Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Undesignated Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common Stock (Voting), Issued | 60,255,320 | 59,890,885 | 59,521,648 |
Common Stock, Shares, Outstanding | 60,255,320 | 59,890,885 | 59,521,648 |
Undesignated Preferred Stock, Outstanding | 0 | 0 | 0 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | 6 Months Ended |
Mar. 31, 2017 | |
Risk-free interest rate | 1.97% |
Expected volatility | 28.83% |
Expected life (in years) | 5 years 3 months 18 days |
Dividend yield | 0.00% |
Stock-based Compensation (Det39
Stock-based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | ||
Options Outstanding | |||
Balance as of September 30, 2016 | 2,312,789 | ||
Granted | 245,818 | ||
Exercised | (316,827) | ||
Canceled | (22,271) | ||
Balance as of March 31, 2017 | 2,219,509 | 2,312,789 | |
Vested and expected to vest after March 31, 2017 | 2,167,911 | ||
Exercisable as of March 31, 2017 | 1,487,885 | ||
Weighted-Average Exercise Price | |||
Balance as of September 30, 2016 | $ 25.55 | ||
Granted | 47.4 | ||
Exercised | 21.2 | ||
Canceled | 24.19 | ||
Balance as of March 31, 2017 | 28.6 | $ 25.55 | |
Vested and expected to vest after March 31, 2017 | 28.51 | ||
Exercisable as of March 31, 2017 | $ 25.4 | ||
Weighted-Average Remaining Contractual Life | |||
Balance | 6 years 6 months | 6 years 3 months 18 days | |
Vested and expected to vest after March 31, 2017 | 6 years 6 months | ||
Exercisable as of March 31, 2017 | 5 years 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Balance | [1] | $ 45,630 | $ 38,225 |
Vested and expected to vest after March 31, 2017 | [1] | 44,759 | |
Exercisable as of March 31, 2017 | [1] | $ 35,350 | |
[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) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Weighted-average fair value of stock options granted | $ 14.21 | $ 12.89 |
Total fair value of stock options vested | $ 4,998 | $ 11,020 |
Total intrinsic value of stock options exercised | $ 7,906 | $ 14,415 |
Stock-based Compensation (Det41
Stock-based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Outstanding | |
Balance as of September 30, 2016 | shares | 705,434 |
Granted | shares | 267,042 |
Released | shares | (65,651) |
Forfeited | shares | (7,463) |
Balance at March 31, 2017 | shares | 899,362 |
Vested and expected to vest after March 31,2017 | shares | 832,557 |
Weighted - Average Grant Date Fair Value | |
Balance at September 30, 2016 | $ / shares | $ 34.55 |
Granted | $ / shares | 47.28 |
Released | $ / shares | 36.33 |
Forfeited | $ / shares | 44.53 |
Balance at March 31, 2017 | $ / shares | 38.27 |
Vested and expected to vest after March 31,2017 | $ / shares | $ 38.27 |
Stock-based Compensation (Det42
Stock-based Compensation (Details 4) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ||
Total fair value of RSUs released | $ 2,385 | $ 369 |
Total intrinsic value of RSUs released | $ 3,071 | $ 403 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | 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 | 4,051,683 | 4,051,683 | |||
Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 100.00% | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 1.3 | $ 1.6 | $ 2.6 | $ 7.7 | |
Non Qualified Options Expire | 10 years | ||||
Total unrecognized compensation cost related to unvested stock | 7 | $ 7 | |||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 1 month 6 days | ||||
Stock Options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 150.00% | ||||
Stock Options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of shares that will vest | 0.00% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | 2.5 | $ 1.9 | $ 5 | $ 3 | |
Total unrecognized compensation cost related to unvested stock | $ 17.5 | $ 17.5 | |||
Total unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 1 month 6 days |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Beginning balance | $ 1,197,565 | $ 496,415 |
Acquisition of RSG | 31,005 | 617,634 |
Other acquisitions | 47,608 | |
Translation and other adjustments | (511) | (882) |
Ending balance | $ 1,228,059 | $ 1,160,775 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | ||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 592,482 | $ 576,648 | $ 549,195 | |
Less: Accumulated amortization | (226,025) | (185,674) | (149,663) | |
Total amortizable intangible assets, net | 366,457 | 390,974 | 399,532 | |
Indefinite lived trademarks | 73,050 | 73,050 | 73,050 | |
Total intangibles, net | 439,507 | 464,024 | 472,582 | |
Noncompete Agreements [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 2,824 | 3,324 | 2,824 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 3 years 7 months 10 days | ||
Customer Relationships [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 582,028 | 566,964 | 541,161 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 17 years 10 months 28 days | ||
Trademarks [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 6,670 | 5,400 | 4,600 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 6 years 7 months 6 days | ||
Beneficial Lease Arrangements [Member] | ||||
Amortizable intangible assets [Line Items] | ||||
Total amortizable intangible assets | $ 960 | $ 960 | $ 610 | |
Finite-Lived Intangible Asset, Useful Life | [1] | 10 years 4 months 24 days | ||
[1] | As of March 31, 2017 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 |
Year Ending September 30, | |||
2017 (Apr - Sept) | $ 40,750 | ||
2,018 | 67,713 | ||
2,019 | 55,112 | ||
2,020 | 44,527 | ||
2,021 | 35,378 | ||
Thereafter | 122,977 | ||
Total amortizable intangible assets, net | $ 366,457 | $ 390,974 | $ 399,532 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | [1] | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | ||
Goodwill And Intangible Assets [Line Items] | |||||||
Amortization of Intangible Assets | $ 20.3 | $ 17.1 | $ 40.4 | $ 32.3 | |||
Finite-lived Intangible Assets Acquired | $ 15.9 | ||||||
Indefinite-lived Intangible Assets Acquired | $ 442.6 | ||||||
Customer Relationships [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | [2] | 17 years 10 months 28 days | |||||
Finite-lived Intangible Assets Acquired | 375 | ||||||
Trade Names [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Indefinite-lived Intangible Assets Acquired | 4.3 | ||||||
Trademarks [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Indefinite-lived Intangible Assets Acquired | $ 63.3 | ||||||
Minimum [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||
Maximum [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||
Weighted Average [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 17 years 8 months 12 days | ||||||
[1] | As of September 30, 2016 | ||||||
[2] | As of March 31, 2017 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Oct. 31, 2015 | |
Long-term debt, net of current | $ 722,101,000 | $ 722,929,000 | $ 722,542,000 | ||
Total obligations under equipment financing facilities other | 22.2 | ||||
Senior Secured Credit Facility [Member] | |||||
Total borrowings under Senior Secured Credit Facility | 704,036,000 | 796,041,000 | 732,322,000 | ||
Less: current portion | (4,500,000) | (4,500,000) | (4,500,000) | ||
Total long-term borrowings under Senior Secured Credit Facility | 699,536,000 | 791,541,000 | 727,822,000 | ||
Senior Notes [Member] | |||||
Total long-term borrowings under Senior Secured Credit Facility | 300,000,000 | $ 300,000,000 | |||
Total | [1] | 291,689,000 | 291,049,000 | 290,410,000 | |
Less: current portion | 0 | 0 | 0 | ||
Long-term debt, net of current | 291,689,000 | 291,049,000 | 290,410,000 | ||
US Revolver 1 [Member] | Senior Secured Credit Facility [Member] | |||||
Total borrowings under Senior Secured Credit Facility | [2] | 269,124,000 | 355,087,000 | 295,690,000 | |
Canada Revolver 1 [Member] | Senior Secured Credit Facility [Member] | |||||
Total borrowings under Senior Secured Credit Facility | [3] | 0 | 4,574,000 | 0 | |
Term Loan 1 [Member] | Senior Secured Credit Facility [Member] | |||||
Total borrowings under Senior Secured Credit Facility | [4] | 434,912,000 | 436,380,000 | 436,632,000 | |
Equipment Financing Facilities 1 [Member] | |||||
Total obligations under equipment financing facilities other | [5] | 17,949,000 | 20,419,000 | 22,855,000 | |
Equipment Financing Facilities 2 [Member] | |||||
Total obligations under equipment financing facilities other | [6] | 22,204,000 | 25,013,000 | 25,130,000 | |
Equipment Financing Facilities [Member] | |||||
Total obligations under equipment financing facilities other | 40,153,000 | 45,432,000 | 47,985,000 | ||
Less: current portion | (9,514,000) | (10,311,000) | (7,659,000) | ||
Total long-term obligations under equipment financing facilities other | $ 30,639,000 | $ 35,121,000 | $ 40,326,000 | ||
[1] | Interest rate of 6.38% as of March 31, 2017, September 30, 2016 and March 31, 2016 | ||||
[2] | Effective rates on borrowings are 2.97% as of March 31, 2017; 2.90% as of September 30, 2016; and 2.58% as of March 31, 2016 | ||||
[3] | Effective rates on borrowings are 3.20% as of March 31, 2017, September 30, 2016 and March 31, 2016 | ||||
[4] | Interest rate of 3.50% as of March 31, 2017; 3.50% as of September 30, 2016; 4.00% as of March 31, 2016 | ||||
[5] | Fixed interest rates ranging from 2.33% to 3.25% as of March 31, 2017 and September 30, 2016; 2.33% to 4.49% as of March 31, 2016 | ||||
[6] | Fixed interest rates ranging from 2.72% to 10.39% as of March 31, 2017, September 30, 2016, and March 31, 2016 |
Financing Arrangements (Detai49
Financing Arrangements (Details) (Parenthetical) | 6 Months Ended | ||
Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | |
Senior Notes [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 6.38% | 6.38% | 6.38% |
Line of Credit Facility, Expiration Date | Oct. 1, 2023 | ||
US Revolver 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.97% | 2.90% | 2.58% |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||
Canada Revolver 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 3.20% | 3.20% | 3.20% |
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||
Term Loan 1 [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 3.50% | 3.50% | 4.00% |
Line of Credit Facility, Expiration Date | Oct. 1, 2022 | ||
Equipment Financing Facilities 1 [Member] | |||
Line of Credit Facility, Expiration Date | Sep. 1, 2021 | ||
Equipment Financing Facilities 1 [Member] | Maximum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 3.25% | 3.25% | 4.49% |
Equipment Financing Facilities 1 [Member] | Minimum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.33% | 2.33% | 2.33% |
Equipment Financing Facilities 2 [Member] | |||
Line of Credit Facility, Expiration Date | Nov. 1, 2021 | ||
Equipment Financing Facilities 2 [Member] | Maximum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 10.39% | 10.39% | 10.39% |
Equipment Financing Facilities 2 [Member] | Minimum [Member] | |||
Line of Credit Facility, Interest Rate at Period End | 2.72% | 2.72% | 2.72% |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) - USD ($) | Oct. 02, 2015 | Oct. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Line of credit facility, unused fees | 0.25% | ||||||
Debt instrument, amount outstanding | $ 10,400,000 | $ 10,400,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,450,000,000 | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | 22,900,000 | $ 28,700,000 | $ 25,200,000 | ||||
Amortization of Debt Issuance Costs | 1,600,000 | ||||||
Payments of Financing Costs, Total | 0 | 27,813,000 | |||||
Capitalized Costs, Support Equipment and Facilities | 17.9 | 17.9 | |||||
Capital Lease Obligations | 22.2 | 22.2 | |||||
Roofing Supply Group [Member] | |||||||
Payments of Financing Costs, Total | $ 31,300,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Long-term Line of Credit | $ 269,100,000 | $ 269,100,000 | |||||
Line of Credit Facility, Interest Rate at Period End | 2.97% | ||||||
Debt Instrument, Maturity Date | Oct. 1, 2022 | ||||||
Debt Instrument, Covenant Description | There is one financial covenant under the ABL, which is a Consolidated Fixed Charge Ratio. The Consolidated Fixed Charge Ratio is calculated by dividing consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) by Consolidated Fixed Charges (as defined in the agreement). Per the covenant, the Companys Consolidated Fixed Charge Ratio must be a minimum of 1.00 at the end of each fiscal quarter, calculated on a trailing four quarter basis. The covenant is only applicable when the borrowing availability is less than 10% of the maximum loan cap or $60.0million. | ||||||
ABL Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000,000 | 700,000,000 | |||||
Proceeds from Lines of Credit | 350,000,000 | ||||||
Senior Notes [Member] | |||||||
Line of Credit Facility, Interest Rate at Period End | 6.38% | 6.38% | |||||
Long-term Debt, Total | [1] | $ 291,689,000 | $ 291,689,000 | $ 290,410,000 | $ 291,049,000 | ||
Senior Notes Payable, Net Of Current Portion | $ 300,000,000 | 300,000,000 | $ 300,000,000 | ||||
Debt Instrument, Maturity Date | Oct. 1, 2023 | ||||||
Senior Notes [Member] | New Senior Credit Facilities [Member] | |||||||
Gains (Losses) on Extinguishment of Debt | $ 800,000 | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | 2,200,000 | ||||||
Term Loan B Facility [Member] | |||||||
Long-term Line of Credit | 450,000,000 | ||||||
Long-term Debt, Total | $ 450,000,000 | ||||||
Term Loan [Member] | |||||||
Long-term Debt, Total | $ 434,900,000 | $ 434,900,000 | |||||
Debt Instrument, Maturity Date | Oct. 1, 2020 | ||||||
Debt Instrument, Description Of Change In Interest Rate | lowering the LIBOR floor by 25 basis points and lowering the spread by 25 basis points | ||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | ||||||
Debt Instrument, Periodic Payment | $ 1,100,000 | ||||||
Maximum [Member] | |||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 3.25% | ||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 10.39% | 10.39% | |||||
Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | |||||
Minimum [Member] | |||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.33% | ||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 2.72% | 2.72% | |||||
Minimum [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.39% | 2.39% | |||||
US Revolver [Member] | |||||||
Long-term Line of Credit | 670,000,000 | ||||||
Line of Credit Facility, Interest Rate at Period End | 2.58% | ||||||
Canada Revolver [Member] | |||||||
Long-term Line of Credit | $ 30,000,000 | ||||||
[1] | Interest rate of 6.38% as of March 31, 2017, September 30, 2016 and March 31, 2016 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Leases, Rent Expense, Net, Total | $ 14.7 | $ 14.6 | $ 28.9 | $ 30.6 |
Geographic Data (Details)
Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 870,724 | $ 823,537 | $ 1,872,908 | $ 1,800,017 | |
Long-lived assets | 524,348 | 548,956 | 524,348 | 548,956 | $ 541,054 |
Canada [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 21,498 | 19,862 | 63,447 | 64,999 | |
Long-lived assets | 12,841 | 12,444 | 12,841 | 12,444 | 13,374 |
U.S. [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 849,226 | 803,675 | 1,809,461 | 1,735,018 | |
Long-lived assets | $ 511,507 | $ 536,512 | $ 511,507 | $ 536,512 | $ 527,680 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - Senior Notes [Member] - USD ($) $ in Millions | Mar. 31, 2017 | Oct. 31, 2015 |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Senior Notes Payable, Net Of Current Portion | $ 300 | $ 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 | $ 321 |
Supplemental Guarantor Inform54
Supplemental Guarantor Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 10,012 | $ 31,386 | $ 14,841 | $ 45,661 |
Accounts receivable, net | 506,386 | 626,965 | 490,850 | |
Inventories, net | 580,889 | 480,736 | 513,750 | |
Prepaid expenses and other current assets | 217,389 | 163,103 | 164,625 | |
Total current assets | 1,314,676 | 1,302,190 | 1,184,066 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | 31,900 |
Property and equipment, net | 156,380 | 148,569 | 147,994 | |
Goodwill | 1,228,059 | 1,197,565 | 1,160,775 | $ 496,415 |
Intangibles, net | 439,507 | 464,024 | 472,582 | |
Other assets, net | 1,511 | 1,511 | 1,430 | |
Total Assets | 3,140,133 | 3,113,859 | 2,966,847 | |
Current liabilities: | ||||
Accounts payable | 486,328 | 360,915 | 417,994 | |
Accrued expenses | 131,264 | 161,113 | 152,692 | |
Current portions of long-term debt | 14,014 | 14,811 | 12,159 | |
Total current liabilities | 631,606 | 536,839 | 582,845 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 269,124 | 359,661 | 295,690 | |
Long-term debt, net | 722,101 | 722,929 | 722,542 | |
Deferred income taxes, net | 137,495 | 135,482 | 102,878 | |
Long-term obligations under equipment financing and other, net | 30,639 | 35,121 | 42,907 | |
Total liabilities | 1,790,965 | 1,790,032 | 1,746,862 | |
Total stockholders' equity | 1,349,168 | 1,323,827 | 1,219,985 | |
Total Liabilities and Stockholders' Equity | 3,140,133 | 3,113,859 | 2,966,847 | |
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 | 28,952 | 3,527 | 16,474 | |
Total current assets | 28,952 | 3,527 | 16,474 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 2,959,542 | 2,891,677 | 2,716,780 | |
Deferred income taxes, net | 57,419 | 59,567 | 17,403 | |
Property and equipment, net | 5,614 | 4,626 | 3,740 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 1,242 | 1,242 | 1,233 | |
Total Assets | 3,052,769 | 2,960,639 | 2,755,630 | |
Current liabilities: | ||||
Accounts payable | 27,209 | 26,630 | 34,045 | |
Accrued expenses | 26,226 | 42,594 | 10,390 | |
Current portions of long-term debt | 4,500 | 4,500 | 4,500 | |
Total current liabilities | 57,935 | 73,724 | 48,935 | |
Intercompany payable, net | 923,565 | 840,159 | 764,168 | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 722,101 | 722,929 | 722,542 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Total liabilities | 1,703,601 | 1,636,812 | 1,535,645 | |
Total stockholders' equity | 1,349,168 | 1,323,827 | 1,219,985 | |
Total Liabilities and Stockholders' Equity | 3,052,769 | 2,960,639 | 2,755,630 | |
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 24,181 | 37,447 | 28,831 | |
Accounts receivable, net | 490,724 | 593,395 | 476,860 | |
Inventories, net | 556,463 | 460,516 | 483,582 | |
Prepaid expenses and other current assets | 184,764 | 153,681 | 145,102 | |
Total current assets | 1,256,132 | 1,245,039 | 1,134,375 | |
Intercompany receivable, net | 961,450 | 878,931 | 802,015 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 140,918 | 133,897 | 135,511 | |
Goodwill | 1,198,805 | 1,167,905 | 1,130,818 | |
Intangibles, net | 436,513 | 460,696 | 468,881 | |
Other assets, net | 269 | 269 | 197 | |
Total Assets | 3,994,087 | 3,886,737 | 3,671,797 | |
Current liabilities: | ||||
Accounts payable | 468,144 | 329,895 | 392,032 | |
Accrued expenses | 103,045 | 114,016 | 137,378 | |
Current portions of long-term debt | 9,514 | 10,311 | 7,659 | |
Total current liabilities | 580,703 | 454,222 | 537,069 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 269,124 | 355,087 | 295,690 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | 194,556 | 194,556 | 119,855 | |
Long-term obligations under equipment financing and other, net | 30,593 | 35,074 | 42,860 | |
Total liabilities | 1,074,976 | 1,038,939 | 995,474 | |
Total stockholders' equity | 2,919,111 | 2,847,798 | 2,676,323 | |
Total Liabilities and Stockholders' Equity | 3,994,087 | 3,886,737 | 3,671,797 | |
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,946 | 2,876 | 4,689 | |
Accounts receivable, net | 15,437 | 34,710 | 15,130 | |
Inventories, net | 24,426 | 20,220 | 30,168 | |
Prepaid expenses and other current assets | 3,673 | 5,895 | 3,049 | |
Total current assets | 45,482 | 63,701 | 53,036 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 9,848 | 10,046 | 8,743 | |
Goodwill | 29,254 | 29,660 | 29,957 | |
Intangibles, net | 2,994 | 3,328 | 3,701 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | 87,578 | 106,735 | 95,437 | |
Current liabilities: | ||||
Accounts payable | 6,865 | 14,467 | 11,736 | |
Accrued expenses | 1,993 | 4,503 | 4,924 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 8,858 | 18,970 | 16,660 | |
Intercompany payable, net | 37,885 | 38,772 | 37,847 | |
Borrowings under revolving lines of credit, net | 0 | 4,574 | 0 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | 358 | 493 | 426 | |
Long-term obligations under equipment financing and other, net | 46 | 47 | 47 | |
Total liabilities | 47,147 | 62,856 | 54,980 | |
Total stockholders' equity | 40,431 | 43,879 | 40,457 | |
Total Liabilities and Stockholders' Equity | 87,578 | 106,735 | 95,437 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (16,115) | (8,937) | (18,679) | |
Accounts receivable, net | 225 | (1,140) | (1,140) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | 0 | |
Total current assets | (15,890) | (10,077) | (19,819) | |
Intercompany receivable, net | (961,450) | (878,931) | (802,015) | |
Investments in consolidated subsidiaries | (2,959,542) | (2,891,677) | (2,716,780) | |
Deferred income taxes, net | (57,419) | (59,567) | (17,403) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | (3,994,301) | (3,840,252) | (3,556,017) | |
Current liabilities: | ||||
Accounts payable | (15,890) | (10,077) | (19,819) | |
Accrued expenses | 0 | 0 | 0 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | (15,890) | (10,077) | (19,819) | |
Intercompany payable, net | (961,450) | (878,931) | (802,015) | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net | (57,419) | (59,567) | (17,403) | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Total liabilities | (1,034,759) | (948,575) | (839,237) | |
Total stockholders' equity | (2,959,542) | (2,891,677) | (2,716,780) | |
Total Liabilities and Stockholders' Equity | $ (3,994,301) | $ (3,840,252) | $ (3,556,017) |
Supplemental Guarantor Inform55
Supplemental Guarantor Information (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 870,724 | $ 823,537 | $ 1,872,908 | $ 1,800,017 |
Cost of products sold | 666,247 | 627,773 | 1,417,364 | 1,371,065 |
Gross profit | 204,477 | 195,764 | 455,544 | 428,952 |
Operating expense | 207,533 | 191,881 | 411,643 | 398,225 |
Intercompany charges (income) | 0 | 0 | 0 | 0 |
Income (loss) from operations | (3,056) | 3,883 | 43,901 | 30,727 |
Interest expense, financing costs, and other | 12,268 | 13,026 | 25,842 | 29,282 |
Intercompany interest expense (income) | 0 | 0 | 0 | 0 |
Income (loss) before provision for income taxes | (15,324) | (9,143) | 18,059 | 1,445 |
Provision for (benefit from) income taxes | (5,968) | (3,424) | 6,985 | 46 |
Income (loss) before equity in net income of subsidiaries | (9,356) | (5,719) | 11,074 | 1,399 |
Equity in net loss of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | $ (9,356) | $ (5,719) | $ 11,074 | $ 1,399 |
Weighted-average common stock outstanding: | ||||
Basic | 60,141,580 | 59,295,990 | 60,041,332 | 59,133,569 |
Diluted | 60,141,580 | 59,295,990 | 61,069,938 | 60,077,852 |
Net income (loss) per share: | ||||
Basic | $ (0.16) | $ (0.10) | $ 0.18 | $ 0.02 |
Diluted | $ (0.16) | $ (0.10) | $ 0.18 | $ 0.02 |
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 | 7,010 | 27,987 | 15,656 | 59,159 |
Intercompany charges (income) | (12,555) | (17,593) | (24,508) | (25,440) |
Income (loss) from operations | 5,545 | (10,394) | 8,852 | (33,719) |
Interest expense, financing costs, and other | 3,983 | 4,763 | 19,337 | 14,637 |
Intercompany interest expense (income) | (5,089) | (4,795) | (10,682) | (8,721) |
Income (loss) before provision for income taxes | 6,651 | (10,362) | 197 | (39,635) |
Provision for (benefit from) income taxes | 2,444 | (11,141) | (410) | (20,873) |
Income (loss) before equity in net income of subsidiaries | 4,207 | 779 | 607 | (18,762) |
Equity in net loss of subsidiaries | (13,563) | (6,498) | 10,467 | 20,161 |
Net income (loss) | (9,356) | (5,719) | 11,074 | 1,399 |
Guarantor Subsidiaries [Member] | ||||
Net sales | 849,226 | 803,781 | 1,809,461 | 1,735,265 |
Cost of products sold | 649,595 | 612,646 | 1,368,129 | 1,321,029 |
Gross profit | 199,631 | 191,135 | 441,332 | 414,236 |
Operating expense | 193,448 | 157,398 | 380,521 | 324,412 |
Intercompany charges (income) | 11,993 | 16,270 | 23,392 | 23,456 |
Income (loss) from operations | (5,810) | 17,467 | 37,419 | 66,368 |
Interest expense, financing costs, and other | 8,003 | 8,267 | 5,458 | 14,505 |
Intercompany interest expense (income) | 5,089 | 4,412 | 10,682 | 7,949 |
Income (loss) before provision for income taxes | (18,902) | 4,788 | 21,279 | 43,914 |
Provision for (benefit from) income taxes | (7,568) | 8,663 | 8,334 | 21,670 |
Income (loss) before equity in net income of subsidiaries | (11,334) | (3,875) | 12,945 | 22,244 |
Equity in net loss of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | (11,334) | (3,875) | 12,945 | 22,244 |
Non-Guarantor Subsidiaries [Member] | ||||
Net sales | 21,498 | 19,862 | 63,447 | 64,999 |
Cost of products sold | 16,652 | 15,233 | 49,235 | 50,283 |
Gross profit | 4,846 | 4,629 | 14,212 | 14,716 |
Operating expense | 7,075 | 6,496 | 15,466 | 14,654 |
Intercompany charges (income) | 562 | 1,323 | 1,116 | 1,984 |
Income (loss) from operations | (2,791) | (3,190) | (2,370) | (1,922) |
Interest expense, financing costs, and other | 282 | (4) | 1,047 | 140 |
Intercompany interest expense (income) | 0 | 383 | 0 | 772 |
Income (loss) before provision for income taxes | (3,073) | (3,569) | (3,417) | (2,834) |
Provision for (benefit from) income taxes | (844) | (946) | (939) | (751) |
Income (loss) before equity in net income of subsidiaries | (2,229) | (2,623) | (2,478) | (2,083) |
Equity in net loss of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | (2,229) | (2,623) | (2,478) | (2,083) |
Eliminations and Other [Member] | ||||
Net sales | 0 | (106) | 0 | (247) |
Cost of products sold | 0 | (106) | 0 | (247) |
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 (benefit from) income taxes | 0 | 0 | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Equity in net loss of subsidiaries | 13,563 | 6,498 | (10,467) | (20,161) |
Net income (loss) | $ 13,563 | $ 6,498 | $ (10,467) | $ (20,161) |
Supplemental Guarantor Inform56
Supplemental Guarantor Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net income (loss) | $ (9,356) | $ (5,719) | $ 11,074 | $ 1,399 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 813 | 4,226 | (839) | 1,757 |
Total other comprehensive income (loss) | 813 | 4,226 | (839) | 1,757 |
Comprehensive income (loss) | (8,543) | (1,493) | 10,235 | 3,156 |
Parent Company [Member] | ||||
Net income (loss) | (9,356) | (5,719) | 11,074 | 1,399 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 813 | 4,226 | (839) | 1,757 |
Total other comprehensive income (loss) | 813 | 4,226 | (839) | 1,757 |
Comprehensive income (loss) | (8,543) | (1,493) | 10,235 | 3,156 |
Guarantor Subsidiaries [Member] | ||||
Net income (loss) | (11,334) | (3,875) | 12,945 | 22,244 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (11,334) | (3,875) | 12,945 | 22,244 |
Non-Guarantor Subsidiaries [Member] | ||||
Net income (loss) | (2,229) | (2,623) | (2,478) | (2,083) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 813 | 4,226 | (839) | 1,757 |
Total other comprehensive income (loss) | 813 | 4,226 | (839) | 1,757 |
Comprehensive income (loss) | (1,416) | 1,603 | (3,317) | (326) |
Eliminations and Other [Member] | ||||
Net income (loss) | 13,563 | 6,498 | (10,467) | (20,161) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (813) | (4,226) | 839 | (1,757) |
Total other comprehensive income (loss) | (813) | (4,226) | 839 | (1,757) |
Comprehensive income (loss) | $ 12,750 | $ 2,272 | $ (9,628) | $ (21,918) |
Supplemental Guarantor Inform57
Supplemental Guarantor Information (Details 3) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net cash provided by (used in) operating activities | $ 150,443 | $ 80,652 |
Investing Activities | ||
Purchases of property and equipment | (24,231) | (11,059) |
Acquisition of businesses | (58,359) | (941,156) |
Proceeds from the sale of assets | 1,285 | 377 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) investing activities | (81,305) | (951,838) |
Financing Activities | ||
Borrowings under revolving lines of credit | 857,099 | 1,017,128 |
Repayments under revolving lines of credit | (948,470) | (724,855) |
Borrowings under term loan | 0 | 450,000 |
Repayments under term loan | (1,125) | (187,875) |
Borrowings under Senior Notes | 0 | 300,000 |
Borrowings under equipment financing facilities and other | 1,579 | 0 |
Repayments under equipment financing facilities and other | (6,857) | (2,633) |
Payment of deferred financing costs | 0 | (27,813) |
Proceeds from issuance of common stock | 7,840 | 15,391 |
Taxes paid related to net share settlement of equity awards | (697) | 0 |
Excess tax benefit from stock-based compensation | 0 | 1,630 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | (90,631) | 840,973 |
Effect of exchange rate changes on cash and cash equivalents | 119 | (607) |
Net decrease in cash and cash equivalents | (21,374) | (30,820) |
Cash and cash equivalents, beginning of period | 31,386 | 45,661 |
Cash and cash equivalents, end of period | 10,012 | 14,841 |
Parent Company [Member] | ||
Net cash provided by (used in) operating activities | (29,347) | (41,213) |
Investing Activities | ||
Purchases of property and equipment | (1,709) | (1,507) |
Acquisition of businesses | (58,359) | (941,156) |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | 83,397 | 423,620 |
Net cash provided by (used in) investing activities | 23,329 | (519,043) |
Financing Activities | ||
Borrowings under revolving lines of credit | 0 | 0 |
Repayments under revolving lines of credit | 0 | 0 |
Borrowings under term loan | 450,000 | |
Repayments under term loan | (1,125) | (187,875) |
Borrowings under Senior Notes | 300,000 | |
Borrowings under equipment financing facilities and other | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 |
Payment of deferred financing costs | (18,890) | |
Proceeds from issuance of common stock | 7,840 | 15,391 |
Taxes paid related to net share settlement of equity awards | (697) | |
Excess tax benefit from stock-based compensation | 1,630 | |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) financing activities | 6,018 | 560,256 |
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 | 181,847 | 127,076 |
Investing Activities | ||
Purchases of property and equipment | (21,742) | (9,093) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 1,274 | 377 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) investing activities | (20,468) | (8,716) |
Financing Activities | ||
Borrowings under revolving lines of credit | 852,583 | 1,017,128 |
Repayments under revolving lines of credit | (939,438) | (713,407) |
Borrowings under term loan | 0 | |
Repayments under term loan | 0 | 0 |
Borrowings under Senior Notes | 0 | |
Borrowings under equipment financing facilities and other | 1,579 | |
Repayments under equipment financing facilities and other | (6,857) | (2,633) |
Payment of deferred financing costs | (8,923) | |
Proceeds from issuance of common stock | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | |
Excess tax benefit from stock-based compensation | 0 | |
Intercompany activity | (82,512) | (424,510) |
Net cash provided by (used in) financing activities | (174,645) | (132,345) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (13,266) | (13,985) |
Cash and cash equivalents, beginning of period | 37,447 | 42,816 |
Cash and cash equivalents, end of period | 24,181 | 28,831 |
Non-Guarantor Subsidiaries [Member] | ||
Net cash provided by (used in) operating activities | 5,121 | 9,262 |
Investing Activities | ||
Purchases of property and equipment | (780) | (459) |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 11 | 0 |
Intercompany activity | 0 | 0 |
Net cash provided by (used in) investing activities | (769) | (459) |
Financing Activities | ||
Borrowings under revolving lines of credit | 4,516 | 0 |
Repayments under revolving lines of credit | (9,032) | (11,448) |
Borrowings under term loan | 0 | |
Repayments under term loan | 0 | 0 |
Borrowings under Senior Notes | 0 | |
Borrowings under equipment financing facilities and other | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 |
Payment of deferred financing costs | 0 | |
Proceeds from issuance of common stock | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | |
Excess tax benefit from stock-based compensation | 0 | |
Intercompany activity | (885) | 890 |
Net cash provided by (used in) financing activities | (5,401) | (10,558) |
Effect of exchange rate changes on cash and cash equivalents | 119 | (607) |
Net decrease in cash and cash equivalents | (930) | (2,362) |
Cash and cash equivalents, beginning of period | 2,876 | 7,051 |
Cash and cash equivalents, end of period | 1,946 | 4,689 |
Eliminations and Other [Member] | ||
Net cash provided by (used in) operating activities | (7,178) | (14,473) |
Investing Activities | ||
Purchases of property and equipment | 0 | 0 |
Acquisition of businesses | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Intercompany activity | (83,397) | (423,620) |
Net cash provided by (used in) investing activities | (83,397) | (423,620) |
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 |
Borrowings under Senior Notes | 0 | |
Borrowings under equipment financing facilities and other | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 |
Payment of deferred financing costs | 0 | |
Proceeds from issuance of common stock | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | |
Excess tax benefit from stock-based compensation | 0 | |
Intercompany activity | 83,397 | 423,620 |
Net cash provided by (used in) financing activities | 83,397 | 423,620 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (7,178) | (14,473) |
Cash and cash equivalents, beginning of period | (8,937) | (4,206) |
Cash and cash equivalents, end of period | $ (16,115) | $ (18,679) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Lowrys Inc [Member] - Subsequent Event [Member] $ in Millions | May 01, 2017USD ($) |
Number Of Branches | 11 |
Revenues | $ 76 |