Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Jan. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BECN | |
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 | |
Entity Common Stock, Shares Outstanding | 68,011,206 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 63,827 | $ 138,250 | $ 73,271 |
Restricted cash | 1,300,000 | ||
Accounts receivable, less allowance of $13,470, $11,829 and $16,711 as of December 31, 2017, September 30, 2017 and December 31, 2016, respectively | 552,703 | 704,527 | 489,898 |
Inventories, net | 603,793 | 551,924 | 528,709 |
Prepaid expenses and other current assets | 218,718 | 209,138 | 209,651 |
Total current assets | 2,739,041 | 1,603,839 | 1,301,529 |
Property and equipment, net | 154,687 | 156,129 | 147,340 |
Goodwill | 1,251,825 | 1,251,986 | 1,197,550 |
Intangibles, net | 410,857 | 429,069 | 444,210 |
Other assets, net | 8,868 | 8,534 | 1,511 |
Total Assets | 4,565,278 | 3,449,557 | 3,092,140 |
Current liabilities: | |||
Accounts payable | 315,442 | 503,697 | 336,837 |
Accrued expenses | 266,049 | 261,297 | 166,479 |
Current portions of long-term debt | 14,239 | 14,141 | 14,610 |
Total current liabilities | 595,730 | 779,135 | 517,926 |
Borrowings under revolving lines of credit, net | 0 | 3,205 | 332,679 |
Long-term debt, net | 2,000,059 | 721,268 | 722,516 |
Deferred income taxes, net and other | 93,451 | 138,383 | 136,260 |
Long-term obligations under equipment financing and other, net | 23,694 | 25,760 | 32,915 |
Total liabilities | 2,712,934 | 1,667,751 | 1,742,296 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock (voting); $.01 par value; 100,000,000 shares authorized; 67,972,383 issued and outstanding as of December 31, 2017; 67,700,858 issued and outstanding as of September 30, 2017; 60,030,516 issued and outstanding at December 31, 2016 | 679 | 677 | 600 |
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 1,050,389 | 1,047,506 | 701,542 |
Retained earnings | 815,782 | 748,186 | 667,752 |
Accumulated other comprehensive loss | (14,506) | (14,563) | (20,050) |
Total stockholders' equity | 1,852,344 | 1,781,806 | 1,349,844 |
Total Liabilities and Stockholders' Equity | $ 4,565,278 | $ 3,449,557 | $ 3,092,140 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 13,470 | $ 11,829 | $ 16,711 |
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 | 67,972,383 | 67,700,858 | 60,030,516 |
Common Stock (voting), outstanding | 67,972,383 | 67,700,858 | 60,030,516 |
Undesignated Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Undesignated Preferred Stock, issued | 0 | 0 | 0 |
Undesignated Preferred Stock, outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 1,121,979 | $ 1,002,184 |
Cost of products sold | 852,226 | 751,117 |
Gross profit | 269,753 | 251,067 |
Operating expense | 220,657 | 204,110 |
Income from operations | 49,096 | 46,957 |
Interest expense, financing costs, and other | 22,568 | 13,574 |
Income before provision for income taxes | 26,528 | 33,383 |
Provision for (benefit from) income taxes | (41,068) | 12,953 |
Net income | $ 67,596 | $ 20,430 |
Weighted-average common stock outstanding: | ||
Basic | 67,825,430 | 59,943,264 |
Diluted | 69,244,678 | 60,993,080 |
Net income per share: | ||
Basic | $ 1 | $ 0.34 |
Diluted | $ 0.98 | $ 0.33 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 67,596 | $ 20,430 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 57 | (1,652) |
Total other comprehensive income (loss) | 57 | (1,652) |
Comprehensive income | $ 67,653 | $ 18,778 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Operating Activities | |||
Net income | $ 67,596 | $ 20,430 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 26,904 | 28,425 | |
Stock-based compensation | 3,459 | 3,816 | |
Certain interest expense and other financing costs | 707 | 1,418 | |
Gain on sale of fixed assets | (319) | (312) | |
Deferred income taxes | [1] | (44,923) | 788 |
Changes in operating assets and liabilities, net of the effects of businesses acquired: | |||
Accounts receivable | 151,365 | 136,895 | |
Inventories | (52,024) | (48,019) | |
Prepaid expenses and other assets | (1,421) | (46,594) | |
Accounts payable and accrued expenses | (191,800) | (18,724) | |
Net cash provided by (used in) operating activities | (40,456) | 78,123 | |
Investing Activities | |||
Purchases of property and equipment | (7,416) | (7,280) | |
Acquisition of businesses, net | 0 | (1,850) | |
Proceeds from the sale of assets | 413 | 400 | |
Net cash used in investing activities | (7,003) | (8,730) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 17,402 | 355,057 | |
Repayments under revolving lines of credit | (20,548) | (382,395) | |
Repayments under term loan | 0 | (1,125) | |
Borrowings under Senior Notes | [2] | 1,300,000 | 0 |
Payment of debt issuance costs | (21,917) | 0 | |
Repayments under equipment financing facilities and other | (1,968) | (2,405) | |
Payment of issuance costs from secondary offering of common stock | (429) | 0 | |
Proceeds from issuance of common stock related to equity awards | 3,781 | 3,460 | |
Taxes paid related to net share settlement of equity awards | (3,925) | (297) | |
Net cash provided by (used in) financing activities | 1,272,396 | (27,705) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 640 | 197 | |
Net increase in cash, cash equivalents, and restricted cash | 1,225,577 | 41,885 | |
Cash, cash equivalents, and restricted cash, beginning of period | 138,250 | 31,386 | |
Cash, cash equivalents, and restricted cash, end of period | 1,363,827 | 73,271 | |
Cash paid during the period for: | |||
Interest | 26,781 | 19,335 | |
Income taxes, net of tax refunds | $ 22,130 | $ 13,906 | |
[1] | Includes impact of provisional amounts recognized relating to estimated impact of Tax Cuts and Jobs Act of 2017 – see Note 12 | ||
[2] | Gross funds from issuance of 2025 Senior Notes to finance the Company’s Allied Acquisition, presented as restricted cash on the Company’s consolidated balance sheet – see Note 8 |
Company Overview
Company Overview | 3 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Overview | 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 December 31, 2017, the Company serviced customers in 48 states within the United States and 6 provinces in Canada. The Company’s 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 | 3 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Beacon Roofing Supply, Inc. (the “Company”) prepared the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the requirements of the Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information have been condensed or omitted. The balance sheet as of December 31, 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-month periods ended December 31, 2017 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2018 (“fiscal year 2018” or “2018”). The three-month periods ended December 31, 2017 and 2016 each had 61 business days. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2017 (“2017”) Annual Report on Form 10-K for the year ended September 30, 2017. 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 Accounting Pronouncements—Adopted In July 2015, the FASB issued ASU 2015-11, “ Inventory: Simplifying the Measurement of Inventory. ” This guidance applies to inventory valued at first-in, first-out (FIFO) or average cost and requires inventory to be measured at the lower of cost and net realizable value, rather than at the lower of cost or market. This new standard is effective on a prospective basis for annual and interim reporting periods beginning after December 15, 2016. The Company adopted this guidance effective October 1, 2017 and the standard did not have a no material impact on the Company’s financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash.” Recent Accounting Pronouncements—Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “ Leases 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.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” |
Acquisitions
Acquisitions | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions During fiscal year 2017, the Company acquired 23 branches from the following five acquisitions: • On December 16, 2016, the Company purchased certain assets of BJ Supply Company, a distributor of roofing and related building products with 1 branch serving Pennsylvania and New Jersey and annual sales of approximately $4 million. The Company has finalized the acquisition accounting entries for this transaction. • On January 3, 2017, the Company acquired American Building & Roofing, Inc., a distributor of mainly residential roofing and related building products with 7 branches around Washington State and annual sales of approximately $36 million. • On January 9, 2017, the Company acquired Eco Insulation Supply, a distributor of insulation and related accessories with 1 branch serving Connecticut, Southern New England and the New York City metropolitan area and annual sales of approximately $8 million. • On March 1, 2017, the Company acquired Acme Building Materials, Inc., a distributor of residential roofing and related building products with 3 branches in Eastern Michigan and annual sales of approximately $13 million. • 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. 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 $53.0 million (all of which is deductible for tax purposes) and $47.4 million in intangible assets associated with these other acquisitions. 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 per Share
Net Income per Share | 3 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 4. Net Income per Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock awards. The following table presents the basic and diluted weighted-average shares outstanding for each period presented: Three Months Ended December 31, 2017 2016 Weighted-average common shares outstanding, basic 67,825,430 59,943,264 Effect of dilutive securities: Stock options 914,724 649,644 Restricted stock units 504,524 400,172 Weighted-average common shares outstanding, diluted 69,244,678 60,993,080 The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income per share because the effect was either anti-dilutive or the requisite performance conditions were not met. Three Months Ended December 31, 2017 2016 Stock options 288,275 561,741 Restricted stock units - 247,559 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity The following table presents the activity included in stockholders’ equity during the three months ended December 31, 2017 (in thousands, except share amounts): Accumulated Common Stock Additional Paid-in Retained Other Comprehensive Total Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2017 67,700,858 $ 677 $ 1,047,506 $ 748,186 $ (14,563 ) $ 1,781,806 Issuance of common stock, net of shares withheld for taxes 271,525 2 (147 ) - - (145 ) Issuance costs related to secondary offering of common stock (429 ) (429 ) Stock-based compensation - - 3,459 - - 3,459 Other comprehensive income - - - - 57 57 Net income - - - 67,596 - 67,596 Balance at December 31, 2017 67,972,383 $ 679 $ 1,050,389 $ 815,782 $ (14,506 ) $ 1,852,344 Common and Preferred Stock The Company is authorized to issue 100 million shares of common stock and 5 million shares of preferred stock. As of December 31, 2017, September 30, 2017, and December 31, 2016 there were 67,972,383, 67,700,858 and 60,030,516 shares of common stock issued and outstanding, respectively, and no preferred stock outstanding as of any period end. 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. The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Currency Translation Accumulated Other Comprehensive Loss Balance as of September 30, 2017 $ (14,563 ) $ (14,563 ) Other comprehensive income before reclassifications 57 57 Reclassifications out of other comprehensive loss - - Balance as of December 31, 2017 $ (14,506 ) $ (14,506 ) |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased 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 shares of common stock to selected employees and non-employee directors. The 2014 Plan mandates that all forfeited, expired, and withheld shares, including those from the predecessor plans, be returned to the 2014 Plan and made available for issuance. As of December 31, 2017, there were 3,638,039 shares of common stock available for issuance. Prior to the 2014 Plan, the Company maintained the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the 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 contained a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, an award shall become fully vested immediately prior to a change in control (at 100% in the case of a performance-based restricted stock award). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award, unless there is a qualifying termination within one-year following the change in control, in which event the award shall become fully vested immediately (at 100% in the case of a performance-based restricted stock award). Stock Options Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in three annual installments over the three-year period following the grant dates. The fair values of the options granted during the three months ended December 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 2.10 % Expected volatility 26.43 % Expected life (in years) 5.46 Dividend yield - The following table summarizes all stock option activity for the three months ended December 31, 2017 (in thousands, except share, per share, and time period amounts): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 1 Balance as of September 30, 2017 2,084,228 $ 28.84 6.1 $ 46,714 Granted 276,370 55.17 Exercised (154,588 ) 24.46 Canceled/Forfeited (7,711 ) 38.05 Expired (2,274 ) 14.56 Balance as of December 31, 2017 2,196,025 $ 32.44 6.4 $ 68,776 Vested and expected to vest after December 31, 2017 2,168,798 $ 32.25 6.4 $ 68,339 Exercisable as of December 31, 2017 1,582,337 $ 27.40 5.4 $ 57,537 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 December 31, 2017 and 2016, the Company recorded stock-based compensation expense related to stock options of $1.1 million and $1.3 million, respectively. As of December 31, 2017, there was $8.0 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes additional information on stock options for the period presented (in thousands, except per share amounts): Three Months Ended December 31, 2017 2016 Weighted-average fair value of stock options granted $ 15.86 $ 14.21 Total fair value of stock options vested 3,773 4,887 Total intrinsic value of stock options exercised 5,448 2,750 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% to 150% of the grant, depending upon actual Company performance below or above the established target level. The Company estimates performance in relation to the target when determining the projected number of RSUs that will vest and calculating the stock-based compensation cost related to these awards. 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. The following table summarizes all restricted stock unit activity for the period presented: RSUs Outstanding Weighted- Average Grant Date Fair Value Balance at September 30, 2017 770,973 $ 38.95 Granted 160,510 55.17 Performance awards 1 41,440 39.56 Released (184,771 ) 31.31 Canceled/Forfeited (7,206 ) 40.65 Balance at December 31, 2017 780,946 $ 44.11 Vested and expected to vest after December 31, 2017 748,271 $ 43.92 1 Additional restricted stock units outstanding as a result of the satisfaction of a performance vesting condition prior to the ascribed time-based vesting condition (release date). During the three months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense related to restricted stock units of $2.4 million and $2.5 million, respectively. As of December 31, 2017, there was $18.2 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.1 years. The following table summarizes additional information on RSUs for the period presented (in thousands): Three Months Ended December 31, 2017 2016 Weighted-average fair value of RSUs granted $ 55.17 $ 47.40 Total fair value of RSUs vested 5,786 1,002 Total intrinsic value of RSUs released 10,683 1,096 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following table sets forth the change in the carrying amount of goodwill for the Company during the three months ended December 31, 2017 and 2016, respectively (in thousands): Balance at September 30, 2016 $ 1,197,565 Acquisitions 774 Translation and other adjustments (789 ) Balance at December 31, 2016 $ 1,197,550 Balance at September 30, 2017 $ 1,251,986 Acquisitions - Translation and other adjustments (161 ) Balance at December 31, 2017 $ 1,251,825 The change in the carrying amount of goodwill for the three months ended December 31, 2017 was driven by foreign currency translation adjustments. Intangible Assets In connection with transactions finalized during fiscal year 2017, the Company recorded intangible assets of $47.4 million ($42.7 million of customer relationships, $4.6 million of amortizable trademarks, and $0.1 million of beneficial lease arrangements). Intangible assets consisted of the following (in thousands, except time period amounts): December 31, 2017 September 30, 2017 December 31, 2016 Weighted- Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 3.10 Customer relationships 609,984 610,026 567,157 17.36 Trademarks 10,500 10,500 5,900 8.17 Beneficial lease arrangements 1,060 1,060 960 8.65 Total amortizable intangible assets 624,368 624,410 576,841 Less: Accumulated amortization (286,561 ) (268,391 ) (205,681 ) Total amortizable intangible assets, net $ 337,807 $ 356,019 $ 371,160 Indefinite lived trademarks 73,050 73,050 73,050 Total intangibles, net $ 410,857 $ 429,069 $ 444,210 1 As of December 31, 2017 For the three month periods ended December 31, 2017 and 2016, we recorded $18.2 million and $20.1 million of amortization expense relating to the above-listed intangible assets, respectively. The intangible asset lives range from 5 to 20 years and have a weighted-average remaining life of 17.1 years as of December 31, 2017. The following table presents the estimated annual amortization expense for these intangible assets (in thousands): Year Ending September 30, 2018 (Jan - Sept) $ 53,374 2019 58,774 2020 47,754 2021 38,234 2022 30,289 Thereafter 109,382 $ 337,807 |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | 8. Financing Arrangements The following table summarizes all financing arrangements the Company has entered into (in thousands): December 31, September 30, December 31, 2017 2017 2016 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ - $ - $ 330,445 Canadian Revolver, expires October 1, 2020 2 - 3,205 2,234 Term Loan, matures October 1, 2022 3 433,828 433,440 435,647 Total borrowings under Senior Secured Credit Facility 433,828 436,645 768,326 Less: current portion (4,500 ) (4,500 ) (4,500 ) Total long-term borrowings under Senior Secured Credit Facility $ 429,328 $ 432,145 $ 763,826 Senior Notes Senior Notes, matures October 2023 4 292,648 292,328 291,369 Senior Notes, matures November 2025 5 1,278,083 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 1,570,731 $ 292,328 $ 291,369 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 6 $ 14,400 $ 15,445 $ 19,188 Capital lease obligations, various maturities through November 2021 7 19,033 19,956 23,837 Total obligations under equipment financing facilities and other 33,433 35,401 43,025 Less: current portion (9,739 ) (9,641 ) (10,110 ) Total long-term obligations under equipment financing facilities and other $ 23,694 $ 25,760 $ 32,915 1 Effective rates on borrowings are 1.50% as of December 31, 2017; 2.00% as of September 30, 2017; and 3.13% as of December 31, 2016 2 Effective rates on borrowings are 3.70% as of December 31, 2017; 3.70% as of September 30, 2017; and 3.20% as of December 31, 2016 3 Interest rate of 4.06% as of December 31, 2017; 3.50% as of September 30, 2017; 3.71% as of December 31, 2016 4 Interest rate of 6.38% as of December 31, 2017, September 30, 2017 and December 31, 2016 5 Interest rate of 4.88% as of December 31, 2017 6 Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2017, September 30, 2017, and December 31, 2016 7 Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2017, September 30, 2016, and December 31, 2016 Financing - Allied Acquisition On October 25, 2017, in connection with the financing for the Allied Acquisition (see Note 14), Beacon Escrow Corporation, a wholly owned subsidiary of the Company (the “Escrow Issuer”), completed a private offering of $1.30 billion aggregate principal amount of 4.875% Senior Notes due 2025 (the “2025 Senior Notes”) at an issue price of 100%. The 2025 Senior Notes bear interest at a rate of 4.875% per annum, payable semi-annually in arrears, beginning May 1, 2018. Management anticipates repaying the notes at the maturity date of November 1, 2025. The net proceeds from the 2025 Senior Notes were deposited into a segregated escrow account with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), subject to the satisfaction of all conditions precedent to the consummation of the Allied Acquisition and certain other conditions set forth in an escrow agreement (the “Escrow Agreement”) with the Escrow Agent. There are conditions that must be satisfied prior to releasing these proceeds from escrow; therefore, these escrowed funds have been presented as restricted cash on the Company’s consolidated balance sheet as of December 31, 2017. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the Company’s balance sheet to the same amounts shown in the Company’s consolidated statement of cash flows for the three months ended December 31, 2017 (in thousands): December 31, 2017 Cash and cash equivalents $ 63,827 Restricted cash 1,300,000 Total cash, cash equivalents, and restricted cash $ 1,363,827 Per the terms of the Escrow Agreement, the net proceeds from the 2025 Senior Notes remained in escrow until they were used to fund a portion of the purchase price of the Allied Acquisition payable at closing on January 2, 2018. On the same date, (i) the Escrow Issuer merged with and into the Company, and the Company assumed all obligations under the 2025 Senior Notes; and (ii) all existing domestic subsidiaries of the Company (including the entities acquired in the Allied Acquisition) became guarantors of the 2025 Senior Notes. As of December 31, 2017, the outstanding balance on the 2025 Senior Notes, net of debt issuance fees, was $1.28 billion. Financing - RSG Acquisition On October 1, 2015, in connection with the RSG Acquisition, the Company entered into various financing arrangements totaling $1.45 billion. A “Senior Secured Credit Facility” was entered into that is comprised of an asset-based revolving line of credit (“ABL”) of $700.0 million ($350.0 million of which was drawn at closing) and a new $450.0 million term loan (“Term Loan”). The Company also raised an additional $300.0 million through the issuance of senior notes (the “2023 Senior Notes”). 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 million. Asset-based Line of Credit (“ABL”) On October 1, 2015, the Company entered into a $700 million ABL with Wells Fargo Bank, N.A. and a syndicate of other lenders. This ABL consists of revolving loans in both the United States (“U.S. Revolver”) in the amount of $670.0 million and Canada (“Canada Revolver”) in the amount of $30.0 million. The ABL has a maturity date of October 1, 2020. The ABL has various borrowing tranches with an interest at rate of LIBOR plus a margin 125 basis points, 150 basis points or 175 basis points, based on the total outstanding balance of each tranche. The LIBOR rates can be fixed at one, three, six, or twelve month intervals and any non-fixed LIBOR amounts revert to a 4.75% base rate. As of December 31, 2017, the total balance outstanding on the ABL was immaterial, and the weighted-average interest rate was 1.50%. Unamortized debt issuance costs of $4.9 million related to the ABL are classified in “other assets, net” on the Company’s consolidated balance sheet as of December 31, 2017. The Company also has outstanding standby letters of credit related to the U.S. Revolver in the amount of $10.7 million as of December 31, 2017. The current unused commitment fees on the ABL are 0.25% per annum. 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. The ABL is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiary. Term Loan On October 1, 2015, the Company entered into a $450.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The Term Loan requires quarterly principal payments in the amount of $1.1 million, with the remaining outstanding principal to be paid on its maturity date of October 1, 2022. The interest rate paid is based on a LIBOR rate (with a floor) plus a fixed spread. The Company has the option of selecting a LIBOR period that determines the rate at which interest can accrue on the Term Loan as well as the period in which interest payments are made. On September 16, 2016, the Company refinanced its Term Loan, lowering the LIBOR floor by 25 basis points and lowering the spread by 25 basis points. As a result of the refinancing, the Company wrote off $1.6 million of debt issuance costs in interest expense. As of December 31, 2017, the outstanding balance on the Term Loan, net of debt issuance fees, was $433.8 million. The Term Loan is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiary. 2023 Senior Notes On October 1, 2015, the Company raised $300.0 million by issuing senior notes due 2023 (the “2023 Senior Notes”). The 2023 Senior Notes have a coupon rate of 6.38% per annum and are payable semi-annually in arrears, beginning April 1, 2016. There are early payment provisions in the indenture in which the Company would be subject to “make whole” provisions. Management anticipates repaying the notes at the maturity date of October 1, 2023. As of December 31, 2017, the outstanding balance on the 2023 Senior Notes, net of debt issuance fees, was $292.6 million. The 2023 Senior Notes are guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiary. Equipment Financing Facilities and Other As of December 31, 2017, the Company had a $14.4 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 3.25% and payments due through September 2021. As of December 31, 2017 the Company had $19.0 million of capital lease obligations outstanding. These leases have interest rates ranging from 2.72% to 10.39% with payments due through November 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 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 December 31, 2017 and 2016, rent expense was $15.2 million and $14.2 million, respectively. Sublet income was immaterial for each of these periods. 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 | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Data | 10. Geographic Data The following tables summarize certain geographic information for the periods presented (in thousands): Three Months Ended December 31, 2017 2016 Net sales U.S. $ 1,076,262 $ 960,235 Canada 45,717 41,949 Total net sales $ 1,121,979 $ 1,002,184 December 31, September 30, December 31, 2017 2017 2016 Long-lived assets U.S. $ 488,137 $ 507,236 $ 507,295 Canada 13,225 13,446 12,716 Total long-lived assets $ 501,362 $ 520,682 $ 520,011 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 11. Fair Value Measurement As of December 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). As of December 31, 2017, based upon recent trading prices (Level 2 — market approach), the fair value of the Company’s $300.0 million Senior Notes due in 2023 was $320.0 million and the fair value of the $1.30 billion Senior Notes due 2025 was $1.31 billion. As of December 31, 2017, the fair value of the Company’s Senior Secured Credit Facility approximated the amount outstanding. The Company estimates the fair value of its Senior Secured Credit Facility by discounting the future cash flows of each instrument using estimated market rates of debt instruments with similar maturities and credit profiles (Level 3). |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes On December 22, 2017, the U.S. federal government officially signed into law the Tax Cut and Jobs Act of 2017 (“TCJA”). ASC 740, Accounting for Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions, January 1, 2018. Though certain key aspects of the new law are effective January 1, 2018 and have an immediate accounting effect, other significant provisions are not effective or may not result in accounting effects for September 30 fiscal year-end companies until October 1, 2018. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. Per SAB 118, the measurement period is deemed to have an earlier end date when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the updated tax law are expected to be recorded at the time a reasonable estimate for all, or a portion, of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 states, that at each reporting period, companies must disclose the effects of the TCJA for areas where accounting is complete, disclose provisional amounts (or adjustments to provisional amounts) for the effects of the TCJA areas where accounting is not complete but a reasonable estimate has been determined, and confirm areas where a reasonable estimate of the effects cannot yet be made, and therefore taxes are reflected in accordance with law prior to the enactment of the TCJA. As of December 31, 2017, the Company was still assessing the overall impact that the TCJA will have on its financial statements and related disclosures; however, the Company was able to make the following reasonable estimates on the impact of the corporate taxation changes from the TCJA: • The company has a blended federal corporate income tax rate for fiscal year 2018 of 24.5%. This transitional tax rate stems from Section 15 of the Internal Revenue Code that states if the tax rate changes in during a tax year, the tax rate for the full year is calculated using the prior and revised tax rates on a proportional basis using the number of days under each legislated rate. For 2019, the Company will have a federal corporate income tax rate of 21%. • The Company remeasured its deferred tax assets and liabilities based on the revised corporate tax rate (21%). As a result, the Company recognized a provisional $47.4 million decrease of its deferred tax liabilities related to this remeasurement, which also resulted in the recognition of an income tax benefit for the same amount in its consolidated statement of operations for the three months ended December 31, 2017. The Company is not a calendar year-end filer; therefore it is required to determine which deferred taxes will be realized during fiscal year 2018 at the blended federal corporate income tax rate of 24.5% and which will be realized in future years at the federal corporate income tax rate of 21%. The Company will continue to refine its deferred tax remeasurement calculation and assess the related impact, which potentially could result in additional adjustments. • The Company estimated the impact of the mandatory repatriation transition tax on the net accumulated earnings and profits of the Company’s foreign subsidiary, Beacon Roofing Supply Canada Company (“BRSCC”). As a result, the Company recognized a provisional expense for the one-time transition tax liability of $0.9 million in its consolidated statement of operations for the three months ended December 31, 2017. The Company has not yet finalized its calculation of the repatriation transition tax, as it continues to analyze of the amount of BRSCC earnings held in cash and other specified assets that had been previously deferred from U.S. federal taxation. State conformity to the TCJA law changes has not been communicated by the state and local jurisdictions at this time; therefore, the Company has not made any provisional adjustments related to the potential impact in its financial statements. The Company will continue to account for items where a reasonable estimate of the impact could not be assessed as of December 31, 2017 under the guidance that was in effect immediately prior to the enactment of the TCJA, ASC 740, Accounting for Income Taxes. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 3 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Guarantor Information | 13. 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. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 70,698 $ 2,122 $ (8,993 ) $ 63,827 Restricted cash - - 1,300,000 - 1,300,000 Accounts receivable, net - 526,068 27,775 (1,140 ) 552,703 Inventories, net - 581,288 22,505 - 603,793 Prepaid expenses and other current assets 17,713 194,007 6,998 - 218,718 Total current assets 17,713 1,372,061 1,359,400 (10,133 ) 2,739,041 Intercompany receivable, net - 730,364 - (730,364 ) - Investments in consolidated subsidiaries 3,239,031 - - (3,239,031 ) - Deferred income taxes, net 18,286 - - (18,286 ) - Property and equipment, net 8,271 135,925 10,491 - 154,687 Goodwill - 1,220,813 31,012 - 1,251,825 Intangibles, net - 408,123 2,734 - 410,857 Other assets, net 3,341 5,527 - - 8,868 Total Assets $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 21,511 $ 296,547 $ 7,517 $ (10,133 ) $ 315,442 Accrued expenses 27,467 232,131 6,451 - 266,049 Current portions of long-term debt 4,500 9,739 - - 14,239 Total current liabilities 53,478 538,417 13,968 (10,133 ) 595,730 Intercompany payable, net 680,761 - 49,603 (730,364 ) - Borrowings under revolving lines of credit, net - - - - - Long-term debt, net 700,059 - 1,300,000 - 2,000,059 Deferred income taxes, net and other - 111,066 671 (18,286 ) 93,451 Long-term obligations under equipment financing and other, net - 23,624 70 - 23,694 Total liabilities 1,434,298 673,107 1,364,312 (758,783 ) 2,712,934 Total stockholders' equity 1,852,344 3,199,706 39,325 (3,239,031 ) 1,852,344 Total Liabilities and Stockholders' Equity $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 1 Includes $1.30 billion in restricted cash and long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 149,799 $ 1,582 $ (13,131 ) $ 138,250 Accounts receivable, net - 663,034 42,633 (1,140 ) 704,527 Inventories, net - 527,226 24,698 - 551,924 Prepaid expenses and other current assets 4,195 198,817 6,126 - 209,138 Total current assets 4,195 1,538,876 75,039 (14,271 ) 1,603,839 Intercompany receivable, net - 655,372 - (655,372 ) - Investments in consolidated subsidiaries 3,160,273 - - (3,160,273 ) - Deferred income taxes, net 30,822 - - (30,822 ) - Property and equipment, net 6,610 138,955 10,564 - 156,129 Goodwill - 1,220,812 31,174 - 1,251,986 Intangibles, net - 426,187 2,882 - 429,069 Other assets, net 2,912 5,622 - - 8,534 Total Assets $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,174 $ 468,891 $ 21,903 $ (14,271 ) $ 503,697 Accrued expenses 51,183 204,173 5,941 - 261,297 Current portions of long-term obligations 4,500 9,641 - - 14,141 Total current liabilities 82,857 682,705 27,844 (14,271 ) 779,135 Intercompany payable, net 618,881 - 36,491 (655,372 ) - Borrowings under revolving lines of credit, net - - 3,205 - 3,205 Long-term debt, net 721,268 - - - 721,268 Deferred income taxes, net - 168,209 996 (30,822 ) 138,383 Long-term obligations under equipment financing and other, net - 25,694 66 - 25,760 Total liabilities 1,423,006 876,608 68,602 (700,465 ) 1,667,751 Total stockholders' equity 1,781,806 3,109,216 51,057 (3,160,273 ) 1,781,806 Total Liabilities and Stockholders' Equity $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 83,617 $ 3,606 $ (13,952 ) $ 73,271 Accounts receivable, net - 467,093 24,162 (1,357 ) 489,898 Inventories, net - 503,834 24,875 - 528,709 Prepaid expenses and other current assets 2,651 199,305 7,695 - 209,651 Total current assets 2,651 1,253,849 60,338 (15,309 ) 1,301,529 Intercompany receivable, net - 900,545 - (900,545 ) - Investments in consolidated subsidiaries 2,915,905 - - (2,915,905 ) - Deferred income taxes, net 58,561 - - (58,561 ) - Property and equipment, net 5,250 132,482 9,608 - 147,340 Goodwill - 1,168,575 28,975 - 1,197,550 Intangibles, net - 441,101 3,109 - 444,210 Other assets, net 1,243 268 - - 1,511 Total Assets $ 2,983,610 $ 3,896,820 $ 102,030 $ (3,890,320 ) $ 3,092,140 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 26,354 $ 313,647 $ 12,145 $ (15,309 ) $ 336,837 Accrued expenses 20,510 141,266 4,703 - 166,479 Current portions of long-term obligations 4,500 10,110 - - 14,610 Total current liabilities 51,364 465,023 16,848 (15,309 ) 517,926 Intercompany payable, net 859,886 - 40,659 (900,545 ) - Borrowings under revolving lines of credit - 330,444 2,235 - 332,679 Long-term debt, net 722,516 - - - 722,516 Deferred income taxes, net - 194,555 266 (58,561 ) 136,260 Long-term obligations under equipment financing and other, net - 32,869 46 - 32,915 Total liabilities 1,633,766 1,022,891 60,054 (974,415 ) 1,742,296 Total stockholders' equity 1,349,844 2,873,929 41,976 (2,915,905 ) 1,349,844 Total Liabilities and Stockholders' Equity $ 2,983,610 $ 3,896,820 $ 102,030 $ (3,890,320 ) $ 3,092,140 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Net sales $ - $ 1,076,262 $ 45,717 $ - $ 1,121,979 Cost of products sold - 816,436 35,790 - 852,226 Gross profit - 259,826 9,927 - 269,753 Operating expense 323 210,755 9,579 - 220,657 Intercompany charges (income) 893 (893 ) - - - Income (loss) from operations (1,216 ) 49,964 348 - 49,096 Interest expense, financing costs, and other 10,076 825 11,667 - 22,568 Intercompany interest expense (income) (5,708 ) 5,321 387 - - Income (loss) before provision for income taxes (5,584 ) 43,818 (11,706 ) - 26,528 Provision for (benefit from) income taxes 5,521 (46,672 ) 83 - (41,068 ) Income (loss) before equity in net income of subsidiaries (11,105 ) 90,490 (11,789 ) - 67,596 Equity in net income of subsidiaries 78,701 - - (78,701 ) - Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Weighted-average common stock outstanding: Basic 67,825,430 Diluted 69,244,678 Net income per share: Basic $ 1.00 Diluted $ 0.98 1 Includes interest expense from $1.30 billion in long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 960,235 $ 41,949 $ - $ 1,002,184 Cost of products sold - 718,534 32,583 - 751,117 Gross profit - 241,701 9,366 - 251,067 Operating expenses 8,646 187,073 8,391 - 204,110 Intercompany charges (income) (11,953 ) 11,399 554 - - Income from operations 3,307 43,229 421 - 46,957 Interest expense, financing costs, and other 15,354 (2,545 ) 765 - 13,574 Intercompany interest expense (income) (5,593 ) 5,593 - - - Income (loss) before provision for income taxes (6,454 ) 40,181 (344 ) - 33,383 Provision for (benefit from) income taxes (2,854 ) 15,902 (95 ) - 12,953 Income (loss) before equity in net income of subsidiaries (3,600 ) 24,279 (249 ) - 20,430 Equity in net income of subsidiaries 24,030 - - (24,030 ) - Net income (loss) $ 20,430 $ 24,279 $ (249 ) $ (24,030 ) $ 20,430 Weighted-average common stock outstanding: Basic 59,943,264 Diluted 60,993,080 Net income per share: Basic $ 0.34 Diluted $ 0.33 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Other comprehensive income: Foreign currency translation adjustment 57 - 57 (57 ) 57 Total other comprehensive income 57 - 57 (57 ) 57 Comprehensive income (loss) $ 67,653 $ 90,490 $ (11,732 ) $ (78,758 ) $ 67,653 Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 20,430 $ 24,279 $ (249 ) $ (24,030 ) $ 20,430 Other comprehensive loss: Foreign currency translation adjustment (1,652 ) - (1,652 ) 1,652 (1,652 ) Total other comprehensive loss (1,652 ) - (1,652 ) 1,652 (1,652 ) Comprehensive income (loss) $ 18,778 $ 24,279 $ (1,901 ) $ (22,378 ) $ 18,778 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (37,331 ) $ 2,338 $ (9,658 ) $ 4,195 $ (40,456 ) Investing Activities Purchases of property and equipment (2,117 ) (4,874 ) (425 ) - (7,416 ) Acquisition of businesses - - - - - Proceeds from the sale of assets - 398 15 - 413 Intercompany activity 61,938 - - (61,938 ) - Net cash provided by (used in) investing activities 59,821 (4,476 ) (410 ) (61,938 ) (7,003 ) Financing Activities Borrowings under revolving lines of credit - 878 16,524 - 17,402 Repayments under revolving lines of credit - (877 ) (19,671 ) - (20,548 ) Repayments under term loan - - - - - Repayments under equipment financing facilities and other - (1,973 ) 5 - (1,968 ) Borrowings under Senior Notes - - 1,300,000 - 1,300,000 Payment of debt issuance costs (21,917 ) - - - (21,917 ) Payment of issuance costs from secondary offering of common stock (429 ) - - - (429 ) Proceeds from issuance of common stock related to equity awards 3,781 - - - 3,781 Taxes paid related to net share settlement of equity awards (3,925 ) - - - (3,925 ) Intercompany activity - (74,991 ) 13,110 61,881 - Net cash provided by (used in) financing activities (22,490 ) (76,963 ) 1,309,968 61,881 1,272,396 Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 640 - 640 Net increase (decrease) in cash, cash equivalents, and restricted cash - (79,101 ) 1,300,540 4,138 1,225,577 Cash, cash equivalents, and restricted cash, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash, cash equivalents, and restricted cash, end of period $ - $ 70,698 $ 1,302,122 $ (8,993 ) $ 1,363,827 1 Includes activity from $1.30 billion in long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (18,908 ) $ 100,962 $ 1,084 $ (5,015 ) $ 78,123 Investing Activities Purchases of property and equipment (1,006 ) (6,073 ) (201 ) - (7,280 ) Acquisition of businesses (1,850 ) - - - (1,850 ) Proceeds from the sale of assets - 388 12 - 400 Intercompany activity 19,726 - - (19,726 ) - Net cash provided by (used in) investing activities 16,870 (5,685 ) (189 ) (19,726 ) (8,730 ) Financing Activities Borrowings under revolving lines of credit - 352,807 2,250 - 355,057 Repayments under revolving lines of credit - (377,896 ) (4,499 ) - (382,395 ) Repayments under term loan (1,125 ) - - - (1,125 ) Repayments under equipment financing facilities and other - (2,405 ) - - (2,405 ) Proceeds from issuance of common stock 3,460 - - - 3,460 Taxes paid related to net share settlement of equity awards (297 ) - - - (297 ) Intercompany activity - (21,613 ) 1,887 19,726 - Net cash provided by (used in) financing activities 2,038 (49,107 ) (362 ) 19,726 (27,705 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 197 - 197 Net increase (decrease) in cash, cash equivalents, and restricted cash - 46,170 730 (5,015 ) 41,885 Cash, cash equivalents, and restricted cash, beginning of period - 37,447 2,876 (8,937 ) 31,386 Cash, cash equivalents, and restricted cash, end of period $ - $ 83,617 $ 3,606 $ (13,952 ) $ 73,271 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 2, 2017 (the “Closing Date”), the Company completed its previously announced acquisition (the “Allied Acquisition”) of all the outstanding capital stock of Allied Building Products Corp. and an affiliated entity (together, “Allied”), pursuant to that certain Stock Purchase Agreement, dated August 24, 2017 (the “Stock Purchase Agreement”), among the Company, Oldcastle, Inc., as parent, and Oldcastle Distribution, Inc., as seller, for approximately $2.625 billion in cash, subject to a working capital and certain other adjustments as set forth in the Stock Purchase Agreement (the “Purchase Price”). In connection with the Allied Acquisition, on the Closing Date the Company entered into (i) a new term loan agreement with Citibank, N.A., providing for a term loan B facility with an initial commitment of $970.0 million and (ii) an amended and restated credit agreement with Wells Fargo Bank, N.A., providing for a senior secured asset-based revolving credit facility with an initial commitment of $1.30 billion. Base borrowing rates on these facilities will be at LIBOR plus 1.25% and LIBOR plus 2.25%, respectively. In connection with the Allied Acquisition, on the Closing Date, the Company completed the sale of 400,000 shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an aggregate liquidation preference of $400.0 million, at a purchase price of $1,000 per share, to CD&R Boulder Holdings, L.P., pursuant to that certain Investment Agreement, dated as of August 24, 2017, with CD&R Boulder Holdings, L.P. and Clayton, Dubilier & Rice Fund IX, L.P. (solely for the purpose of limited provisions therein) (the “Convertible Preferred Stock Purchase”). The $400.0 million in proceeds from the Convertible Preferred Stock Purchase were used to finance, in part, the Purchase Price. The Preferred Stock is convertible perpetual participating preferred stock of the Company, with an initial conversion price of $41.26 per share, and will accrue dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 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 December 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-month periods ended December 31, 2017 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2018 (“fiscal year 2018” or “2018”). The three-month periods ended December 31, 2017 and 2016 each had 61 business days. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the Company’s fiscal year 2017 (“2017”) Annual Report on Form 10-K for the year ended September 30, 2017. |
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 Accounting Pronouncements - Adopted and Not Yet Adopted | Recent Accounting Pronouncements—Adopted In July 2015, the FASB issued ASU 2015-11, “ Inventory: Simplifying the Measurement of Inventory. ” This guidance applies to inventory valued at first-in, first-out (FIFO) or average cost and requires inventory to be measured at the lower of cost and net realizable value, rather than at the lower of cost or market. This new standard is effective on a prospective basis for annual and interim reporting periods beginning after December 15, 2016. The Company adopted this guidance effective October 1, 2017 and the standard did not have a no material impact on the Company’s financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash.” Recent Accounting Pronouncements—Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers In February 2016, the FASB issued ASU 2016-02, “ Leases 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.” In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Dec. 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 December 31, 2017 2016 Weighted-average common shares outstanding, basic 67,825,430 59,943,264 Effect of dilutive securities: Stock options 914,724 649,644 Restricted stock units 504,524 400,172 Weighted-average common shares outstanding, diluted 69,244,678 60,993,080 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income per share because the effect was either anti-dilutive or the requisite performance conditions were not met. Three Months Ended December 31, 2017 2016 Stock options 288,275 561,741 Restricted stock units - 247,559 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table presents the activity included in stockholders’ equity during the three months ended December 31, 2017 (in thousands, except share amounts): Accumulated Common Stock Additional Paid-in Retained Other Comprehensive Total Stockholders' Shares Amount Capital Earnings Loss Equity Balance at September 30, 2017 67,700,858 $ 677 $ 1,047,506 $ 748,186 $ (14,563 ) $ 1,781,806 Issuance of common stock, net of shares withheld for taxes 271,525 2 (147 ) - - (145 ) Issuance costs related to secondary offering of common stock (429 ) (429 ) Stock-based compensation - - 3,459 - - 3,459 Other comprehensive income - - - - 57 57 Net income - - - 67,596 - 67,596 Balance at December 31, 2017 67,972,383 $ 679 $ 1,050,389 $ 815,782 $ (14,506 ) $ 1,852,344 |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the components of and changes in accumulated other comprehensive loss (in thousands): Foreign Currency Translation Accumulated Other Comprehensive Loss Balance as of September 30, 2017 $ (14,563 ) $ (14,563 ) Other comprehensive income before reclassifications 57 57 Reclassifications out of other comprehensive loss - - Balance as of December 31, 2017 $ (14,506 ) $ (14,506 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions | The fair values of the options granted during the three months ended December 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 2.10 % Expected volatility 26.43 % Expected life (in years) 5.46 Dividend yield - |
Stock Options Outstanding and Activity During the Period | The following table summarizes all stock option activity for the three months ended December 31, 2017 (in thousands, except share, per share, and time period amounts): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 1 Balance as of September 30, 2017 2,084,228 $ 28.84 6.1 $ 46,714 Granted 276,370 55.17 Exercised (154,588 ) 24.46 Canceled/Forfeited (7,711 ) 38.05 Expired (2,274 ) 14.56 Balance as of December 31, 2017 2,196,025 $ 32.44 6.4 $ 68,776 Vested and expected to vest after December 31, 2017 2,168,798 $ 32.25 6.4 $ 68,339 Exercisable as of December 31, 2017 1,582,337 $ 27.40 5.4 $ 57,537 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): Three Months Ended December 31, 2017 2016 Weighted-average fair value of stock options granted $ 15.86 $ 14.21 Total fair value of stock options vested 3,773 4,887 Total intrinsic value of stock options exercised 5,448 2,750 |
Restricted Shares and Units Outstanding and Activity During the Period | The following table summarizes all restricted stock unit activity for the period presented: RSUs Outstanding Weighted- Average Grant Date Fair Value Balance at September 30, 2017 770,973 $ 38.95 Granted 160,510 55.17 Performance awards 1 41,440 39.56 Released (184,771 ) 31.31 Canceled/Forfeited (7,206 ) 40.65 Balance at December 31, 2017 780,946 $ 44.11 Vested and expected to vest after December 31, 2017 748,271 $ 43.92 1 Additional restricted stock units outstanding as a result of the satisfaction of a performance vesting condition prior to the ascribed time-based vesting condition (release date). |
Schedule Of Restricted Stock Units Additional Information | The following table summarizes additional information on RSUs for the period presented (in thousands): Three Months Ended December 31, 2017 2016 Weighted-average fair value of RSUs granted $ 55.17 $ 47.40 Total fair value of RSUs vested 5,786 1,002 Total intrinsic value of RSUs released 10,683 1,096 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in goodwill | The following table sets forth the change in the carrying amount of goodwill for the Company during the three months ended December 31, 2017 and 2016, respectively (in thousands): Balance at September 30, 2016 $ 1,197,565 Acquisitions 774 Translation and other adjustments (789 ) Balance at December 31, 2016 $ 1,197,550 Balance at September 30, 2017 $ 1,251,986 Acquisitions - Translation and other adjustments (161 ) Balance at December 31, 2017 $ 1,251,825 |
Intangibles and Other Assets, Included in Other Long-term Assets | Intangible assets consisted of the following (in thousands, except time period amounts): December 31, 2017 September 30, 2017 December 31, 2016 Weighted- Average Remaining Life 1 (Years) Amortizable intangible assets: Non-compete agreements $ 2,824 $ 2,824 $ 2,824 3.10 Customer relationships 609,984 610,026 567,157 17.36 Trademarks 10,500 10,500 5,900 8.17 Beneficial lease arrangements 1,060 1,060 960 8.65 Total amortizable intangible assets 624,368 624,410 576,841 Less: Accumulated amortization (286,561 ) (268,391 ) (205,681 ) Total amortizable intangible assets, net $ 337,807 $ 356,019 $ 371,160 Indefinite lived trademarks 73,050 73,050 73,050 Total intangibles, net $ 410,857 $ 429,069 $ 444,210 1 As of December 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, 2018 (Jan - Sept) $ 53,374 2019 58,774 2020 47,754 2021 38,234 2022 30,289 Thereafter 109,382 $ 337,807 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Dec. 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): December 31, September 30, December 31, 2017 2017 2016 Senior Secured Credit Facility Revolving Lines of Credit: U.S. Revolver, expires October 1, 2020 1 $ - $ - $ 330,445 Canadian Revolver, expires October 1, 2020 2 - 3,205 2,234 Term Loan, matures October 1, 2022 3 433,828 433,440 435,647 Total borrowings under Senior Secured Credit Facility 433,828 436,645 768,326 Less: current portion (4,500 ) (4,500 ) (4,500 ) Total long-term borrowings under Senior Secured Credit Facility $ 429,328 $ 432,145 $ 763,826 Senior Notes Senior Notes, matures October 2023 4 292,648 292,328 291,369 Senior Notes, matures November 2025 5 1,278,083 - - Less: current portion - - - Total long-term borrowings under Senior Notes $ 1,570,731 $ 292,328 $ 291,369 Equipment Financing Facilities and Other Equipment financing facilities, various maturities through September 2021 6 $ 14,400 $ 15,445 $ 19,188 Capital lease obligations, various maturities through November 2021 7 19,033 19,956 23,837 Total obligations under equipment financing facilities and other 33,433 35,401 43,025 Less: current portion (9,739 ) (9,641 ) (10,110 ) Total long-term obligations under equipment financing facilities and other $ 23,694 $ 25,760 $ 32,915 1 Effective rates on borrowings are 1.50% as of December 31, 2017; 2.00% as of September 30, 2017; and 3.13% as of December 31, 2016 2 Effective rates on borrowings are 3.70% as of December 31, 2017; 3.70% as of September 30, 2017; and 3.20% as of December 31, 2016 3 Interest rate of 4.06% as of December 31, 2017; 3.50% as of September 30, 2017; 3.71% as of December 31, 2016 4 Interest rate of 6.38% as of December 31, 2017, September 30, 2017 and December 31, 2016 5 Interest rate of 4.88% as of December 31, 2017 6 Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2017, September 30, 2017, and December 31, 2016 7 Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2017, September 30, 2016, and December 31, 2016 |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the Company’s balance sheet to the same amounts shown in the Company’s consolidated statement of cash flows for the three months ended December 31, 2017 (in thousands): December 31, 2017 Cash and cash equivalents $ 63,827 Restricted cash 1,300,000 Total cash, cash equivalents, and restricted cash $ 1,363,827 |
Geographic Data (Tables)
Geographic Data (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Information | The following tables summarize certain geographic information for the periods presented (in thousands): Three Months Ended December 31, 2017 2016 Net sales U.S. $ 1,076,262 $ 960,235 Canada 45,717 41,949 Total net sales $ 1,121,979 $ 1,002,184 December 31, September 30, December 31, 2017 2017 2016 Long-lived assets U.S. $ 488,137 $ 507,236 $ 507,295 Canada 13,225 13,446 12,716 Total long-lived assets $ 501,362 $ 520,682 $ 520,011 |
Supplemental Guarantor Inform28
Supplemental Guarantor Information (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 70,698 $ 2,122 $ (8,993 ) $ 63,827 Restricted cash - - 1,300,000 - 1,300,000 Accounts receivable, net - 526,068 27,775 (1,140 ) 552,703 Inventories, net - 581,288 22,505 - 603,793 Prepaid expenses and other current assets 17,713 194,007 6,998 - 218,718 Total current assets 17,713 1,372,061 1,359,400 (10,133 ) 2,739,041 Intercompany receivable, net - 730,364 - (730,364 ) - Investments in consolidated subsidiaries 3,239,031 - - (3,239,031 ) - Deferred income taxes, net 18,286 - - (18,286 ) - Property and equipment, net 8,271 135,925 10,491 - 154,687 Goodwill - 1,220,813 31,012 - 1,251,825 Intangibles, net - 408,123 2,734 - 410,857 Other assets, net 3,341 5,527 - - 8,868 Total Assets $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 21,511 $ 296,547 $ 7,517 $ (10,133 ) $ 315,442 Accrued expenses 27,467 232,131 6,451 - 266,049 Current portions of long-term debt 4,500 9,739 - - 14,239 Total current liabilities 53,478 538,417 13,968 (10,133 ) 595,730 Intercompany payable, net 680,761 - 49,603 (730,364 ) - Borrowings under revolving lines of credit, net - - - - - Long-term debt, net 700,059 - 1,300,000 - 2,000,059 Deferred income taxes, net and other - 111,066 671 (18,286 ) 93,451 Long-term obligations under equipment financing and other, net - 23,624 70 - 23,694 Total liabilities 1,434,298 673,107 1,364,312 (758,783 ) 2,712,934 Total stockholders' equity 1,852,344 3,199,706 39,325 (3,239,031 ) 1,852,344 Total Liabilities and Stockholders' Equity $ 3,286,642 $ 3,872,813 $ 1,403,637 $ (3,997,814 ) $ 4,565,278 1 Includes $1.30 billion in restricted cash and long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) September 30, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 149,799 $ 1,582 $ (13,131 ) $ 138,250 Accounts receivable, net - 663,034 42,633 (1,140 ) 704,527 Inventories, net - 527,226 24,698 - 551,924 Prepaid expenses and other current assets 4,195 198,817 6,126 - 209,138 Total current assets 4,195 1,538,876 75,039 (14,271 ) 1,603,839 Intercompany receivable, net - 655,372 - (655,372 ) - Investments in consolidated subsidiaries 3,160,273 - - (3,160,273 ) - Deferred income taxes, net 30,822 - - (30,822 ) - Property and equipment, net 6,610 138,955 10,564 - 156,129 Goodwill - 1,220,812 31,174 - 1,251,986 Intangibles, net - 426,187 2,882 - 429,069 Other assets, net 2,912 5,622 - - 8,534 Total Assets $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 27,174 $ 468,891 $ 21,903 $ (14,271 ) $ 503,697 Accrued expenses 51,183 204,173 5,941 - 261,297 Current portions of long-term obligations 4,500 9,641 - - 14,141 Total current liabilities 82,857 682,705 27,844 (14,271 ) 779,135 Intercompany payable, net 618,881 - 36,491 (655,372 ) - Borrowings under revolving lines of credit, net - - 3,205 - 3,205 Long-term debt, net 721,268 - - - 721,268 Deferred income taxes, net - 168,209 996 (30,822 ) 138,383 Long-term obligations under equipment financing and other, net - 25,694 66 - 25,760 Total liabilities 1,423,006 876,608 68,602 (700,465 ) 1,667,751 Total stockholders' equity 1,781,806 3,109,216 51,057 (3,160,273 ) 1,781,806 Total Liabilities and Stockholders' Equity $ 3,204,812 $ 3,985,824 $ 119,659 $ (3,860,738 ) $ 3,449,557 BEACON ROOFING SUPPLY, INC. Condensed Consolidating Balance Sheets (Unaudited; In thousands) December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Assets Current assets: Cash and cash equivalents $ - $ 83,617 $ 3,606 $ (13,952 ) $ 73,271 Accounts receivable, net - 467,093 24,162 (1,357 ) 489,898 Inventories, net - 503,834 24,875 - 528,709 Prepaid expenses and other current assets 2,651 199,305 7,695 - 209,651 Total current assets 2,651 1,253,849 60,338 (15,309 ) 1,301,529 Intercompany receivable, net - 900,545 - (900,545 ) - Investments in consolidated subsidiaries 2,915,905 - - (2,915,905 ) - Deferred income taxes, net 58,561 - - (58,561 ) - Property and equipment, net 5,250 132,482 9,608 - 147,340 Goodwill - 1,168,575 28,975 - 1,197,550 Intangibles, net - 441,101 3,109 - 444,210 Other assets, net 1,243 268 - - 1,511 Total Assets $ 2,983,610 $ 3,896,820 $ 102,030 $ (3,890,320 ) $ 3,092,140 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 26,354 $ 313,647 $ 12,145 $ (15,309 ) $ 336,837 Accrued expenses 20,510 141,266 4,703 - 166,479 Current portions of long-term obligations 4,500 10,110 - - 14,610 Total current liabilities 51,364 465,023 16,848 (15,309 ) 517,926 Intercompany payable, net 859,886 - 40,659 (900,545 ) - Borrowings under revolving lines of credit - 330,444 2,235 - 332,679 Long-term debt, net 722,516 - - - 722,516 Deferred income taxes, net - 194,555 266 (58,561 ) 136,260 Long-term obligations under equipment financing and other, net - 32,869 46 - 32,915 Total liabilities 1,633,766 1,022,891 60,054 (974,415 ) 1,742,296 Total stockholders' equity 1,349,844 2,873,929 41,976 (2,915,905 ) 1,349,844 Total Liabilities and Stockholders' Equity $ 2,983,610 $ 3,896,820 $ 102,030 $ (3,890,320 ) $ 3,092,140 |
Condensed Consolidated Statements of Operations | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Net sales $ - $ 1,076,262 $ 45,717 $ - $ 1,121,979 Cost of products sold - 816,436 35,790 - 852,226 Gross profit - 259,826 9,927 - 269,753 Operating expense 323 210,755 9,579 - 220,657 Intercompany charges (income) 893 (893 ) - - - Income (loss) from operations (1,216 ) 49,964 348 - 49,096 Interest expense, financing costs, and other 10,076 825 11,667 - 22,568 Intercompany interest expense (income) (5,708 ) 5,321 387 - - Income (loss) before provision for income taxes (5,584 ) 43,818 (11,706 ) - 26,528 Provision for (benefit from) income taxes 5,521 (46,672 ) 83 - (41,068 ) Income (loss) before equity in net income of subsidiaries (11,105 ) 90,490 (11,789 ) - 67,596 Equity in net income of subsidiaries 78,701 - - (78,701 ) - Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Weighted-average common stock outstanding: Basic 67,825,430 Diluted 69,244,678 Net income per share: Basic $ 1.00 Diluted $ 0.98 1 Includes interest expense from $1.30 billion in long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Operations (Unaudited; In thousands, except share and per share amounts) Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net sales $ - $ 960,235 $ 41,949 $ - $ 1,002,184 Cost of products sold - 718,534 32,583 - 751,117 Gross profit - 241,701 9,366 - 251,067 Operating expenses 8,646 187,073 8,391 - 204,110 Intercompany charges (income) (11,953 ) 11,399 554 - - Income from operations 3,307 43,229 421 - 46,957 Interest expense, financing costs, and other 15,354 (2,545 ) 765 - 13,574 Intercompany interest expense (income) (5,593 ) 5,593 - - - Income (loss) before provision for income taxes (6,454 ) 40,181 (344 ) - 33,383 Provision for (benefit from) income taxes (2,854 ) 15,902 (95 ) - 12,953 Income (loss) before equity in net income of subsidiaries (3,600 ) 24,279 (249 ) - 20,430 Equity in net income of subsidiaries 24,030 - - (24,030 ) - Net income (loss) $ 20,430 $ 24,279 $ (249 ) $ (24,030 ) $ 20,430 Weighted-average common stock outstanding: Basic 59,943,264 Diluted 60,993,080 Net income per share: Basic $ 0.34 Diluted $ 0.33 |
Condensed Consolidated Statements of Comprehensive Income | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Comprehensive Income (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 67,596 $ 90,490 $ (11,789 ) $ (78,701 ) $ 67,596 Other comprehensive income: Foreign currency translation adjustment 57 - 57 (57 ) 57 Total other comprehensive income 57 - 57 (57 ) 57 Comprehensive income (loss) $ 67,653 $ 90,490 $ (11,732 ) $ (78,758 ) $ 67,653 Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net income (loss) $ 20,430 $ 24,279 $ (249 ) $ (24,030 ) $ 20,430 Other comprehensive loss: Foreign currency translation adjustment (1,652 ) - (1,652 ) 1,652 (1,652 ) Total other comprehensive loss (1,652 ) - (1,652 ) 1,652 (1,652 ) Comprehensive income (loss) $ 18,778 $ 24,279 $ (1,901 ) $ (22,378 ) $ 18,778 |
Condensed Consolidated Statements of Cash Flows | BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2017 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries 1 Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (37,331 ) $ 2,338 $ (9,658 ) $ 4,195 $ (40,456 ) Investing Activities Purchases of property and equipment (2,117 ) (4,874 ) (425 ) - (7,416 ) Acquisition of businesses - - - - - Proceeds from the sale of assets - 398 15 - 413 Intercompany activity 61,938 - - (61,938 ) - Net cash provided by (used in) investing activities 59,821 (4,476 ) (410 ) (61,938 ) (7,003 ) Financing Activities Borrowings under revolving lines of credit - 878 16,524 - 17,402 Repayments under revolving lines of credit - (877 ) (19,671 ) - (20,548 ) Repayments under term loan - - - - - Repayments under equipment financing facilities and other - (1,973 ) 5 - (1,968 ) Borrowings under Senior Notes - - 1,300,000 - 1,300,000 Payment of debt issuance costs (21,917 ) - - - (21,917 ) Payment of issuance costs from secondary offering of common stock (429 ) - - - (429 ) Proceeds from issuance of common stock related to equity awards 3,781 - - - 3,781 Taxes paid related to net share settlement of equity awards (3,925 ) - - - (3,925 ) Intercompany activity - (74,991 ) 13,110 61,881 - Net cash provided by (used in) financing activities (22,490 ) (76,963 ) 1,309,968 61,881 1,272,396 Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 640 - 640 Net increase (decrease) in cash, cash equivalents, and restricted cash - (79,101 ) 1,300,540 4,138 1,225,577 Cash, cash equivalents, and restricted cash, beginning of period - 149,799 1,582 (13,131 ) 138,250 Cash, cash equivalents, and restricted cash, end of period $ - $ 70,698 $ 1,302,122 $ (8,993 ) $ 1,363,827 1 Includes activity from $1.30 billion in long term debt related to the Allied Acquisition temporarily held in Beacon Escrow Corporation – see Note 8 for further details. BEACON ROOFING SUPPLY, INC. Condensed Consolidating Statements of Cash Flows (Unaudited; In thousands) Three Months Ended December 31, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations and Other Consolidated Net cash provided by (used in) operating activities $ (18,908 ) $ 100,962 $ 1,084 $ (5,015 ) $ 78,123 Investing Activities Purchases of property and equipment (1,006 ) (6,073 ) (201 ) - (7,280 ) Acquisition of businesses (1,850 ) - - - (1,850 ) Proceeds from the sale of assets - 388 12 - 400 Intercompany activity 19,726 - - (19,726 ) - Net cash provided by (used in) investing activities 16,870 (5,685 ) (189 ) (19,726 ) (8,730 ) Financing Activities Borrowings under revolving lines of credit - 352,807 2,250 - 355,057 Repayments under revolving lines of credit - (377,896 ) (4,499 ) - (382,395 ) Repayments under term loan (1,125 ) - - - (1,125 ) Repayments under equipment financing facilities and other - (2,405 ) - - (2,405 ) Proceeds from issuance of common stock 3,460 - - - 3,460 Taxes paid related to net share settlement of equity awards (297 ) - - - (297 ) Intercompany activity - (21,613 ) 1,887 19,726 - Net cash provided by (used in) financing activities 2,038 (49,107 ) (362 ) 19,726 (27,705 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash - - 197 - 197 Net increase (decrease) in cash, cash equivalents, and restricted cash - 46,170 730 (5,015 ) 41,885 Cash, cash equivalents, and restricted cash, beginning of period - 37,447 2,876 (8,937 ) 31,386 Cash, cash equivalents, and restricted cash, end of period $ - $ 83,617 $ 3,606 $ (13,952 ) $ 73,271 |
Company Overview - Additional I
Company Overview - Additional Information (Detail) | 3 Months Ended |
Dec. 31, 2017StateProvince | |
Company Overview [Line Items] | |
Date of incorporation | Aug. 22, 1997 |
United States | |
Company Overview [Line Items] | |
Number of states in which entity operates | State | 48 |
Canada | |
Company Overview [Line Items] | |
Number of provinces in which entity operates | Province | 6 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Accounting Standards Update 2016-09 [Member] | |
Significant Accounting Policies [Line Items] | |
Excess tax benefits recognized | $ 2.4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | May 01, 2017USD ($)Location | Mar. 01, 2017USD ($)Location | Jan. 09, 2017USD ($)Location | Jan. 03, 2017USD ($)Location | Dec. 16, 2016USD ($)Location | Sep. 30, 2017USD ($)BranchBusiness | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Branch | 23 | ||||||||
Number Of Business Locations Acquired | Business | 5 | ||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | $ 1,251,986 | $ 1,251,825 | $ 1,197,550 | $ 1,197,565 | |||||
BJ Supply Company | |||||||||
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Location | 1 | ||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 4,000 | ||||||||
American Building and Roofing, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Location | 7 | ||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 36,000 | ||||||||
Eco Insulation Supply [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Location | 1 | ||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 8,000 | ||||||||
Acme Building Materials Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Location | 3 | ||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 13,000 | ||||||||
Lowry's Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number Of Business Locations Acquired | Location | 11 | ||||||||
Business Acquisition, sales reported by acquired entity for last annual period | $ 76,000 | ||||||||
Series of Individually Immaterial Business Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisitions Purchase Price Allocation Goodwill Amount | 53,000 | ||||||||
Business Acquisitions Purchase Price Allocation Intangible Assets Other Than Goodwill | $ 47,400 |
Net Income per Share - Calculat
Net Income per Share - Calculation of Weighted-Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Number of Shares Outstanding [Line Items] | ||
Weighted-average common shares outstanding, basic | 67,825,430 | 59,943,264 |
Effect of dilutive securities: | ||
Weighted-average common shares outstanding, diluted | 69,244,678 | 60,993,080 |
Stock Options [Member] | ||
Effect of dilutive securities: | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 914,724 | 649,644 |
Restricted Stock [Member] | ||
Effect of dilutive securities: | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 504,524 | 400,172 |
Net Income per Share - Schedule
Net Income per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 288,275 | 561,741 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 247,559 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class Of Stock [Line Items] | ||
Balance | $ 1,781,806 | |
Beginning Balance(in shares) | 67,700,858 | |
Issuance of common stock, net of shares withheld for taxes | $ (145) | |
Issuance costs related to secondary offering of common stock | (429) | |
Stock-based compensation | 3,459 | |
Other comprehensive income | 57 | |
Net income | 67,596 | $ 20,430 |
Balance | $ 1,852,344 | $ 1,349,844 |
Ending Balance(in shares) | 67,972,383 | 60,030,516 |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Balance | $ 677 | |
Beginning Balance(in shares) | 67,700,858 | |
Issuance of common stock, net of shares withheld for taxes | $ 2 | |
Issuance of common stock, net of shares withheld for taxes (in shares) | 271,525 | |
Balance | $ 679 | |
Ending Balance(in shares) | 67,972,383 | |
Additional Paid-in Capital [Member] | ||
Class Of Stock [Line Items] | ||
Balance | $ 1,047,506 | |
Issuance of common stock, net of shares withheld for taxes | (147) | |
Issuance costs related to secondary offering of common stock | (429) | |
Stock-based compensation | 3,459 | |
Balance | 1,050,389 | |
Retained Earnings [Member] | ||
Class Of Stock [Line Items] | ||
Balance | 748,186 | |
Net income | 67,596 | |
Balance | 815,782 | |
Accumulated Other Comprehensive Loss [Member] | ||
Class Of Stock [Line Items] | ||
Balance | (14,563) | |
Other comprehensive income | 57 | |
Balance | $ (14,506) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
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 | 67,972,383 | 67,700,858 | 60,030,516 |
Common Stock (voting), outstanding | 67,972,383 | 67,700,858 | 60,030,516 |
Undesignated Preferred Stock, outstanding | 0 | 0 | 0 |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 1,781,806 | |
Other comprehensive income before reclassifications | 57 | $ (1,652) |
Balance | 1,852,344 | $ 1,349,844 |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (14,563) | |
Other comprehensive income before reclassifications | 57 | |
Balance | (14,506) | |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (14,563) | |
Other comprehensive income before reclassifications | 57 | |
Balance | $ (14,506) |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 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 | 3,638,039 | ||
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 100.00% | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non Qualified Options Expire | 10 years | ||
Allocated Share-based Compensation Expense | $ 1.1 | $ 1.3 | |
Unrecognized compensation cost related to unvested stock | $ 8 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 3 months 19 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 2.4 | $ 2.5 | |
Unrecognized compensation cost related to unvested stock | $ 18.2 | ||
Unrecognized compensation cost related to unvested stock, expected weighted-average period of recognition | 2 years 1 month 7 days | ||
Vesting period | 3 years | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 0.00% | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares that will vest | 150.00% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Values of Options, Black-Scholes Option-Pricing Model, Weighted-Average Assumptions (Detail) | 3 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 2.10% |
Expected volatility | 26.43% |
Expected life (in years) | 5 years 5 months 15 days |
Dividend yield | 0.00% |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options Outstanding and Activity During the Period (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Options Outstanding | ||
Balance as of September 30, 2017 | 2,084,228 | |
Granted | 276,370 | |
Exercised | (154,588) | |
Canceled/Forfeited | (7,711) | |
Expired | (2,274) | |
Balance as of December 31, 2017 | 2,196,025 | 2,084,228 |
Vested and expected to vest after December 31, 2017 | 2,168,798 | |
Exercisable as of December 31, 2017 | 1,582,337 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 28.84 | |
Granted | 55.17 | |
Exercised | 24.46 | |
Canceled/Forfeited | 38.05 | |
Expired | 14.56 | |
Ending Balance | 32.44 | $ 28.84 |
Vested and expected to vest after December 31, 2017 | 32.25 | |
Exercisable as of December 31, 2017 | $ 27.40 | |
Weighted-Average Remaining Contractual Life | ||
Balance | 6 years 4 months 24 days | 6 years 1 month 6 days |
Vested and expected to vest after December 31, 2017 | 6 years 4 months 24 days | |
Exercisable as of December 31, 2017 | 5 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Balance | $ 68,776 | $ 46,714 |
Vested and expected to vest after December 31, 2017 | 68,339 | |
Exercisable as of December 31, 2017 | $ 57,537 |
Stock-based compensation - St40
Stock-based compensation - Stock Option Grants, Vesting, and Exercises (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of stock options granted | $ 15.86 | $ 14.21 |
Total fair value of stock options vested | $ 3,773 | $ 4,887 |
Total intrinsic value of stock options exercised | $ 5,448 | $ 2,750 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Shares and Units Outstanding and Activity During the Period (Detail) - $ / shares | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted - Average Grant Date Fair Value | ||
Granted | $ 55.17 | $ 47.40 |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding | ||
Balance at September 30, 2017 | 770,973 | |
Granted | 160,510 | |
Performance awards | 41,440 | |
Released | (184,771) | |
Canceled/Forfeited | (7,206) | |
Balance at December 31, 2017 | 780,946 | |
Vested and expected to vest after December 31, 2017 | 748,271 | |
Weighted - Average Grant Date Fair Value | ||
Balance at September 30, 2017 | $ 38.95 | |
Granted | 55.17 | |
Performance awards | 39.56 | |
Released | 31.31 | |
Canceled/Forfeited | 40.65 | |
Balance at December 31, 2017 | 44.11 | |
Vested and expected to vest after December 31, 2017 | $ 43.92 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Restricted Stock Units Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value of RSUs granted | $ 55.17 | $ 47.40 |
Total fair value of RSUs vested | $ 5,786 | $ 1,002 |
Total intrinsic value of RSUs released | $ 10,683 | $ 1,096 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes in goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 1,251,986 | $ 1,197,565 |
Acquisitions | 774 | |
Translation and other adjustments | (161) | (789) |
Ending balance | $ 1,251,825 | $ 1,197,550 |
Goodwill and Intangible - Addit
Goodwill and Intangible - Additional Information (Details) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 47.4 | ||
Amortization of Intangible Assets | $ 18.2 | $ 20.1 | |
Minimum [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 17 years 1 month 7 days | ||
Customer Relationships [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | 42.7 | ||
Customer Relationships [Member] | Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 17 years 4 months 9 days | ||
Trademarks [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | 4.6 | ||
Trademarks [Member] | Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years 2 months 1 day | ||
Beneficial Lease Arrangements [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 0.1 | ||
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years 7 months 24 days |
Goodwill and Intangible - Intan
Goodwill and Intangible - Intangibles and Other Assets, Included in Other Long-term Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 624,368 | $ 624,410 | $ 576,841 |
Less: Accumulated amortization | (286,561) | (268,391) | (205,681) |
Total amortizable intangible assets, net | 337,807 | 356,019 | 371,160 |
Indefinite lived trademarks | 73,050 | 73,050 | 73,050 |
Total intangibles, net | $ 410,857 | 429,069 | 444,210 |
Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 17 years 1 month 7 days | ||
Minimum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Noncompete Agreements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 2,824 | 2,824 | 2,824 |
Noncompete Agreements [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years 1 month 6 days | ||
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 609,984 | 610,026 | 567,157 |
Customer Relationships [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 17 years 4 months 9 days | ||
Trademarks [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 10,500 | 10,500 | 5,900 |
Trademarks [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years 2 months 1 day | ||
Beneficial Lease Arrangements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 1,060 | $ 1,060 | $ 960 |
Beneficial Lease Arrangements [Member] | Weighted Average [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years 7 months 24 days |
Goodwill and Intangible - Estim
Goodwill and Intangible - Estimated Future Annual Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2018 (Jan - Sept) | $ 53,374 | ||
2,019 | 58,774 | ||
2,020 | 47,754 | ||
2,021 | 38,234 | ||
2,022 | 30,289 | ||
Thereafter | 109,382 | ||
Total amortizable intangible assets, net | $ 337,807 | $ 356,019 | $ 371,160 |
Financing Arrangements - Long-t
Financing Arrangements - Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Total long-term borrowings under Senior Secured Credit Facility | $ 0 | $ 3,205 | $ 332,679 | |
Total long-term obligations under equipment financing facilities and other | 23,694 | 25,760 | 32,915 | |
Senior Notes, Matures October 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Notes | [1] | 292,648 | 292,328 | 291,369 |
Senior Notes, Matures November 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Notes | [2] | 1,278,083 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Less: current portion | 0 | 0 | 0 | |
Total long-term borrowings under Senior Notes | 1,570,731 | 292,328 | 291,369 | |
Capital Lease Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations, various maturities through November 2021 | [3] | 19,033 | 19,956 | 23,837 |
Equipment Financing Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Equipment financing facilities, various maturities through September 2021 | [4] | 14,400 | 15,445 | 19,188 |
Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total borrowings under Senior Secured Credit Facility | 433,828 | 436,645 | 768,326 | |
Less: current portion | (4,500) | (4,500) | (4,500) | |
Total long-term borrowings under Senior Secured Credit Facility | 429,328 | 432,145 | 763,826 | |
Senior Secured Credit Facility | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total borrowings under Senior Secured Credit Facility | [5] | 433,828 | 433,440 | 435,647 |
Senior Secured Credit Facility | U.S. [Member] | ||||
Debt Instrument [Line Items] | ||||
Total borrowings under Senior Secured Credit Facility | [6] | 330,445 | ||
Senior Secured Credit Facility | Canada [Member] | ||||
Debt Instrument [Line Items] | ||||
Total borrowings under Senior Secured Credit Facility | [7] | 3,205 | 2,234 | |
Equipment Financing Facilities and Other [Member] | ||||
Debt Instrument [Line Items] | ||||
Total obligations under equipment financing facilities and other | 33,433 | 35,401 | 43,025 | |
Less: current portion | (9,739) | (9,641) | (10,110) | |
Total long-term obligations under equipment financing facilities and other | $ 23,694 | $ 25,760 | $ 32,915 | |
[1] | Interest rate of 6.38% as of December 31, 2017, September 30, 2017 and December 31, 2016 | |||
[2] | Interest rate of 4.88% as of December 31, 2017 | |||
[3] | Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2017, September 30, 2016, and December 31, 2016 | |||
[4] | Fixed interest rates ranging from 2.33% to 3.25% as of December 31, 2017, September 30, 2017, and December 31, 2016 | |||
[5] | Interest rate of 4.06% as of December 31, 2017; 3.50% as of September 30, 2017; 3.71% as of December 31, 2016 | |||
[6] | Effective rates on borrowings are 1.50% as of December 31, 2017; 2.00% as of September 30, 2017; and 3.13% as of December 31, 2016 | |||
[7] | Effective rates on borrowings are 3.70% as of December 31, 2017; 3.70% as of September 30, 2017; and 3.20% as of December 31, 2016 |
Financing Arrangements - Long48
Financing Arrangements - Long-term Debt Instruments (Parenthetical) (Detail) | Oct. 02, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Equipment Financing Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Sep. 30, 2021 | ||||
Equipment Financing Facilities [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Equipment financing facilities, fixed interest rate percentage | 2.33% | 2.33% | 2.33% | ||
Equipment Financing Facilities [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Equipment financing facilities, fixed interest rate percentage | 3.25% | 3.25% | 3.25% | ||
Senior Secured Credit Facility | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 4.06% | 3.71% | 3.50% | ||
Line of Credit Facility, Expiration Date | Oct. 1, 2022 | ||||
Senior Secured Credit Facility | U.S. [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 1.50% | 3.13% | 2.00% | ||
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||||
Senior Secured Credit Facility | Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.70% | 3.20% | 3.70% | ||
Line of Credit Facility, Expiration Date | Oct. 1, 2020 | ||||
Senior Notes, Matures October 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes, Interest Rate at Period End | 6.38% | 6.38% | 6.38% | ||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 1, 2023 | |||
Senior Notes, Matures November 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes, Interest Rate at Period End | 4.88% | ||||
Debt instrument maturity date | Nov. 1, 2025 | ||||
Capital Lease Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity date | Nov. 30, 2021 | ||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations, fixed interest rate percentage | 2.72% | 2.72% | 2.72% | ||
Capital Lease Obligations [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations, fixed interest rate percentage | 10.39% | 10.39% | 10.39% |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Detail) | Oct. 25, 2017USD ($) | Sep. 16, 2016USD ($) | Oct. 02, 2015USD ($) | Dec. 31, 2017USD ($)Covenant | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 03, 2017USD ($) | Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,450,000,000 | ||||||||
Borrowings under Senior Notes | [1] | $ 1,300,000,000 | $ 0 | ||||||
Maximum percentage of borrowing availability to in effect covenant applicability | 10.00% | ||||||||
Amortization of Debt Issuance Costs | $ 1,600,000 | ||||||||
LIBOR floor rate | 0.25% | ||||||||
LIBOR spread rate | 0.25% | ||||||||
ABL Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Oct. 1, 2020 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000,000 | ||||||||
Proceeds from Lines of Credit | 350,000,000 | ||||||||
Debt Instrument, Weighted average interest rate | 1.50% | ||||||||
Line of credit facility, unused fees | 0.25% | ||||||||
Number of financial covenants | Covenant | 1 | ||||||||
Fixed charge coverage ratio | 100.00% | ||||||||
Debt Instrument, Covenant Description | The covenant is only applicable when the borrowing availability is less than 10% of the maximum loan cap or $60.0 million. | ||||||||
Maximum borrowing availability for covenant applicability | $ 60,000,000 | ||||||||
ABL Facility [Member] | Other Assets, Net [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 4,900,000 | ||||||||
ABL Facility [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, interest rate spread | 4.75% | ||||||||
ABL Facility [Member] | Tranche One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, interest rate spread | 1.25% | ||||||||
ABL Facility [Member] | Tranche Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, interest rate spread | 1.50% | ||||||||
ABL Facility [Member] | Tranche Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, interest rate spread | 1.75% | ||||||||
ABL Facility [Member] | U.S. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | 670,000,000 | ||||||||
Standby letters of credit outstanding | $ 10,700,000 | ||||||||
ABL Facility [Member] | Canada [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit | $ 30,000,000 | ||||||||
Senior Notes, Matures November 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument interest rate | 4.88% | ||||||||
Debt instrument maturity date | Nov. 1, 2025 | ||||||||
Senior Notes Payable | [2] | $ 1,278,083,000 | |||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Oct. 1, 2022 | ||||||||
Long-term Line of Credit | $ 450,000,000 | $ 433,800,000 | |||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | ||||||||
Debt Instrument, Periodic Payment | $ 1,100,000 | ||||||||
Debt Instrument, Description Of Change In Interest Rate | lowering the LIBOR floor by 25 basis points and lowering the spread by 25 basis points | ||||||||
Senior Notes, Matures October 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument interest rate | 6.38% | 6.38% | 6.38% | ||||||
Debt instrument maturity date | Oct. 1, 2023 | Oct. 1, 2023 | |||||||
Senior Notes Payable | [3] | $ 292,648,000 | $ 291,369,000 | $ 292,328,000 | |||||
Borrowings under Senior Notes | $ 300,000,000 | ||||||||
Debt instrument, coupon rate | 6.38% | ||||||||
Unsecured Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity year | 2,020 | ||||||||
Equipment Financing Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Equipment financing facilities, various maturities through September 2021 | $ 14,400,000 | ||||||||
Equipment Financing Facilities and Other [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 2.33% | ||||||||
Equipment Financing Facilities and Other [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Fixed Interest Rate of Equipment Financing Facilities | 3.25% | ||||||||
Capital Lease Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Nov. 30, 2021 | ||||||||
Capital lease obligations, various maturities through November 2021 | [4] | $ 19,033,000 | $ 23,837,000 | $ 19,956,000 | |||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 2.72% | 2.72% | 2.72% | ||||||
Capital Lease Obligations [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases of Lessor, Contingent Rentals, Basis Spread on Variable Rate | 10.39% | 10.39% | 10.39% | ||||||
Allied Acquisition [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings under Senior Notes | $ 1,300,000,000 | ||||||||
Allied Acquisition [Member] | Senior Notes, Matures November 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | ||||||||
Debt instrument interest rate | 4.875% | ||||||||
Debt instrument, issue price percentage | 100.00% | ||||||||
Debt instrument maturity date | Nov. 1, 2025 | ||||||||
Roofing Supply Group [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of Financing Costs, Total | $ 31,300,000 | ||||||||
[1] | Gross funds from issuance of 2025 Senior Notes to finance the Company’s Allied Acquisition, presented as restricted cash on the Company’s consolidated balance sheet – see Note 8 | ||||||||
[2] | Interest rate of 4.88% as of December 31, 2017 | ||||||||
[3] | Interest rate of 6.38% as of December 31, 2017, September 30, 2017 and December 31, 2016 | ||||||||
[4] | Fixed interest rates ranging from 2.72% to 10.39% as of December 31, 2017, September 30, 2016, and December 31, 2016 |
Financing Arrangements - Summar
Financing Arrangements - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 63,827 | $ 138,250 | $ 73,271 | |
Restricted cash | 1,300,000 | |||
Total cash, cash equivalents, and restricted cash | $ 1,363,827 | $ 138,250 | $ 73,271 | $ 31,386 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense, Net, Total | $ 15.2 | $ 14.2 |
Geographic Data - Schedule Of G
Geographic Data - Schedule Of Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,121,979 | $ 1,002,184 | |
Long-lived assets | 501,362 | 520,011 | $ 520,682 |
U.S. [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,076,262 | 960,235 | |
Long-lived assets | 488,137 | 507,295 | 507,236 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 45,717 | 41,949 | |
Long-lived assets | $ 13,225 | $ 12,716 | $ 13,446 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - Fair Value, Inputs, Level 2 [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Senior Notes Due in 2023 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2,023 |
Senior Notes Due in 2023 [Member] | Carrying Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 300 |
Senior Notes Due in 2023 [Member] | Fair Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 320 |
Senior Notes Due in 2025 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Debt instrument maturity year | 2,025 |
Senior Notes Due in 2025 [Member] | Carrying Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,300 |
Senior Notes Due in 2025 [Member] | Fair Value [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Senior notes | $ 1,310 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Federal corporate income tax rate | 21.00% | |||
Provisional decrease of deferred tax liabilities related to remeasurement | $ 47.4 | |||
Provisional expense for one-time transition tax liability | $ 0.9 | |||
Scenario, Forecast [Member] | ||||
Blended federal corporate income tax rate | 24.50% | |||
Federal corporate income tax rate | 21.00% |
Supplemental Guarantor Inform55
Supplemental Guarantor Information - Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 63,827 | $ 138,250 | $ 73,271 | |
Restricted cash | 1,300,000 | |||
Accounts receivable, net | 552,703 | 704,527 | 489,898 | |
Inventories, net | 603,793 | 551,924 | 528,709 | |
Prepaid expenses and other current assets | 218,718 | 209,138 | 209,651 | |
Total current assets | 2,739,041 | 1,603,839 | 1,301,529 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 154,687 | 156,129 | 147,340 | |
Goodwill | 1,251,825 | 1,251,986 | 1,197,550 | $ 1,197,565 |
Intangibles, net | 410,857 | 429,069 | 444,210 | |
Other assets, net | 8,868 | 8,534 | 1,511 | |
Total Assets | 4,565,278 | 3,449,557 | 3,092,140 | |
Current liabilities: | ||||
Accounts payable | 315,442 | 503,697 | 336,837 | |
Accrued expenses | 266,049 | 261,297 | 166,479 | |
Current portions of long-term debt | 14,239 | 14,141 | 14,610 | |
Total current liabilities | 595,730 | 779,135 | 517,926 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 0 | 3,205 | 332,679 | |
Long-term debt, net | 2,000,059 | 721,268 | 722,516 | |
Deferred income taxes, net and other | 93,451 | 138,383 | 136,260 | |
Long-term obligations under equipment financing and other, net | 23,694 | 25,760 | 32,915 | |
Total liabilities | 2,712,934 | 1,667,751 | 1,742,296 | |
Total stockholders' equity | 1,852,344 | 1,781,806 | 1,349,844 | |
Total Liabilities and Stockholders' Equity | 4,565,278 | 3,449,557 | 3,092,140 | |
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | |
Restricted cash | 0 | |||
Accounts receivable, net | 0 | 0 | 0 | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 17,713 | 4,195 | 2,651 | |
Total current assets | 17,713 | 4,195 | 2,651 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 3,239,031 | 3,160,273 | 2,915,905 | |
Deferred income taxes, net | 18,286 | 30,822 | 58,561 | |
Property and equipment, net | 8,271 | 6,610 | 5,250 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 3,341 | 2,912 | 1,243 | |
Total Assets | 3,286,642 | 3,204,812 | 2,983,610 | |
Current liabilities: | ||||
Accounts payable | 21,511 | 27,174 | 26,354 | |
Accrued expenses | 27,467 | 51,183 | 20,510 | |
Current portions of long-term debt | 4,500 | 4,500 | 4,500 | |
Total current liabilities | 53,478 | 82,857 | 51,364 | |
Intercompany payable, net | 680,761 | 618,881 | 859,886 | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 700,059 | 721,268 | 722,516 | |
Deferred income taxes, net and other | 0 | 0 | 0 | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Total liabilities | 1,434,298 | 1,423,006 | 1,633,766 | |
Total stockholders' equity | 1,852,344 | 1,781,806 | 1,349,844 | |
Total Liabilities and Stockholders' Equity | 3,286,642 | 3,204,812 | 2,983,610 | |
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 70,698 | 149,799 | 83,617 | |
Restricted cash | 0 | |||
Accounts receivable, net | 526,068 | 663,034 | 467,093 | |
Inventories, net | 581,288 | 527,226 | 503,834 | |
Prepaid expenses and other current assets | 194,007 | 198,817 | 199,305 | |
Total current assets | 1,372,061 | 1,538,876 | 1,253,849 | |
Intercompany receivable, net | 730,364 | 655,372 | 900,545 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 135,925 | 138,955 | 132,482 | |
Goodwill | 1,220,813 | 1,220,812 | 1,168,575 | |
Intangibles, net | 408,123 | 426,187 | 441,101 | |
Other assets, net | 5,527 | 5,622 | 268 | |
Total Assets | 3,872,813 | 3,985,824 | 3,896,820 | |
Current liabilities: | ||||
Accounts payable | 296,547 | 468,891 | 313,647 | |
Accrued expenses | 232,131 | 204,173 | 141,266 | |
Current portions of long-term debt | 9,739 | 9,641 | 10,110 | |
Total current liabilities | 538,417 | 682,705 | 465,023 | |
Intercompany payable, net | 0 | 0 | 0 | |
Borrowings under revolving lines of credit, net | 0 | 0 | 330,444 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net and other | 111,066 | 168,209 | 194,555 | |
Long-term obligations under equipment financing and other, net | 23,624 | 25,694 | 32,869 | |
Total liabilities | 673,107 | 876,608 | 1,022,891 | |
Total stockholders' equity | 3,199,706 | 3,109,216 | 2,873,929 | |
Total Liabilities and Stockholders' Equity | 3,872,813 | 3,985,824 | 3,896,820 | |
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2,122 | 1,582 | 3,606 | |
Restricted cash | 1,300,000 | |||
Accounts receivable, net | 27,775 | 42,633 | 24,162 | |
Inventories, net | 22,505 | 24,698 | 24,875 | |
Prepaid expenses and other current assets | 6,998 | 6,126 | 7,695 | |
Total current assets | 1,359,400 | 75,039 | 60,338 | |
Intercompany receivable, net | 0 | 0 | 0 | |
Investments in consolidated subsidiaries | 0 | 0 | 0 | |
Deferred income taxes, net | 0 | 0 | 0 | |
Property and equipment, net | 10,491 | 10,564 | 9,608 | |
Goodwill | 31,012 | 31,174 | 28,975 | |
Intangibles, net | 2,734 | 2,882 | 3,109 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | 1,403,637 | 119,659 | 102,030 | |
Current liabilities: | ||||
Accounts payable | 7,517 | 21,903 | 12,145 | |
Accrued expenses | 6,451 | 5,941 | 4,703 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 13,968 | 27,844 | 16,848 | |
Intercompany payable, net | 49,603 | 36,491 | 40,659 | |
Borrowings under revolving lines of credit, net | 0 | 3,205 | 2,235 | |
Long-term debt, net | 1,300,000 | 0 | 0 | |
Deferred income taxes, net and other | 671 | 996 | 266 | |
Long-term obligations under equipment financing and other, net | 70 | 66 | 46 | |
Total liabilities | 1,364,312 | 68,602 | 60,054 | |
Total stockholders' equity | 39,325 | 51,057 | 41,976 | |
Total Liabilities and Stockholders' Equity | 1,403,637 | 119,659 | 102,030 | |
Eliminations and Other [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (8,993) | (13,131) | (13,952) | |
Restricted cash | 0 | |||
Accounts receivable, net | (1,140) | (1,140) | (1,357) | |
Inventories, net | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | 0 | |
Total current assets | (10,133) | (14,271) | (15,309) | |
Intercompany receivable, net | (730,364) | (655,372) | (900,545) | |
Investments in consolidated subsidiaries | (3,239,031) | (3,160,273) | (2,915,905) | |
Deferred income taxes, net | (18,286) | (30,822) | (58,561) | |
Property and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Intangibles, net | 0 | 0 | 0 | |
Other assets, net | 0 | 0 | 0 | |
Total Assets | (3,997,814) | (3,860,738) | (3,890,320) | |
Current liabilities: | ||||
Accounts payable | (10,133) | (14,271) | (15,309) | |
Accrued expenses | 0 | 0 | 0 | |
Current portions of long-term debt | 0 | 0 | 0 | |
Total current liabilities | (10,133) | (14,271) | (15,309) | |
Intercompany payable, net | (730,364) | (655,372) | (900,545) | |
Borrowings under revolving lines of credit, net | 0 | 0 | 0 | |
Long-term debt, net | 0 | 0 | 0 | |
Deferred income taxes, net and other | (18,286) | (30,822) | (58,561) | |
Long-term obligations under equipment financing and other, net | 0 | 0 | 0 | |
Total liabilities | (758,783) | (700,465) | (974,415) | |
Total stockholders' equity | (3,239,031) | (3,160,273) | (2,915,905) | |
Total Liabilities and Stockholders' Equity | $ (3,997,814) | $ (3,860,738) | $ (3,890,320) |
Supplemental Guarantor Inform56
Supplemental Guarantor Information - Condensed Consolidated Balance Sheets (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Restricted cash | $ 1,300,000 | ||
Long-term debt, net | 2,000,059 | $ 721,268 | $ 722,516 |
Allied Acquisition [Member] | |||
Restricted cash | 1,300,000 | ||
Long-term debt, net | $ 1,300,000 |
Supplemental Guarantor Inform57
Supplemental Guarantor Information - Condensed Consolidated Statements of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 1,121,979 | $ 1,002,184 |
Cost of products sold | 852,226 | 751,117 |
Gross profit | 269,753 | 251,067 |
Operating expense | 220,657 | 204,110 |
Intercompany charges (income) | 0 | 0 |
Income from operations | 49,096 | 46,957 |
Interest expense, financing costs, and other | 22,568 | 13,574 |
Intercompany interest expense (income) | 0 | 0 |
Income before provision for income taxes | 26,528 | 33,383 |
Provision for (benefit from) income taxes | (41,068) | 12,953 |
Income (loss) before equity in net income of subsidiaries | 67,596 | 20,430 |
Equity in net income of subsidiaries | 0 | 0 |
Net income | $ 67,596 | $ 20,430 |
Weighted-average common stock outstanding: | ||
Basic | 67,825,430 | 59,943,264 |
Diluted | 69,244,678 | 60,993,080 |
Net income per share: | ||
Basic | $ 1 | $ 0.34 |
Diluted | $ 0.98 | $ 0.33 |
Parent Company [Member] | ||
Net sales | $ 0 | $ 0 |
Cost of products sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expense | 323 | 8,646 |
Intercompany charges (income) | 893 | (11,953) |
Income from operations | (1,216) | 3,307 |
Interest expense, financing costs, and other | 10,076 | 15,354 |
Intercompany interest expense (income) | (5,708) | (5,593) |
Income before provision for income taxes | (5,584) | (6,454) |
Provision for (benefit from) income taxes | 5,521 | (2,854) |
Income (loss) before equity in net income of subsidiaries | (11,105) | (3,600) |
Equity in net income of subsidiaries | 78,701 | 24,030 |
Net income | $ 67,596 | $ 20,430 |
Weighted-average common stock outstanding: | ||
Basic | 0 | 0 |
Diluted | 0 | 0 |
Net income per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Guarantor Subsidiaries [Member] | ||
Net sales | $ 1,076,262 | $ 960,235 |
Cost of products sold | 816,436 | 718,534 |
Gross profit | 259,826 | 241,701 |
Operating expense | 210,755 | 187,073 |
Intercompany charges (income) | (893) | 11,399 |
Income from operations | 49,964 | 43,229 |
Interest expense, financing costs, and other | 825 | (2,545) |
Intercompany interest expense (income) | 5,321 | 5,593 |
Income before provision for income taxes | 43,818 | 40,181 |
Provision for (benefit from) income taxes | (46,672) | 15,902 |
Income (loss) before equity in net income of subsidiaries | 90,490 | 24,279 |
Equity in net income of subsidiaries | 0 | 0 |
Net income | $ 90,490 | $ 24,279 |
Weighted-average common stock outstanding: | ||
Basic | 0 | 0 |
Diluted | 0 | 0 |
Net income per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Non-Guarantor Subsidiaries [Member] | ||
Net sales | $ 45,717 | $ 41,949 |
Cost of products sold | 35,790 | 32,583 |
Gross profit | 9,927 | 9,366 |
Operating expense | 9,579 | 8,391 |
Intercompany charges (income) | 0 | 554 |
Income from operations | 348 | 421 |
Interest expense, financing costs, and other | 11,667 | 765 |
Intercompany interest expense (income) | 387 | 0 |
Income before provision for income taxes | (11,706) | (344) |
Provision for (benefit from) income taxes | 83 | (95) |
Income (loss) before equity in net income of subsidiaries | (11,789) | (249) |
Equity in net income of subsidiaries | 0 | 0 |
Net income | $ (11,789) | $ (249) |
Weighted-average common stock outstanding: | ||
Basic | 0 | 0 |
Diluted | 0 | 0 |
Net income per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Eliminations and Other [Member] | ||
Net sales | $ 0 | $ 0 |
Cost of products sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expense | 0 | 0 |
Intercompany charges (income) | 0 | 0 |
Income from operations | 0 | 0 |
Interest expense, financing costs, and other | 0 | 0 |
Intercompany interest expense (income) | 0 | 0 |
Income before provision for income taxes | 0 | 0 |
Provision for (benefit from) income taxes | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 |
Equity in net income of subsidiaries | (78,701) | (24,030) |
Net income | $ (78,701) | $ (24,030) |
Weighted-average common stock outstanding: | ||
Basic | 0 | 0 |
Diluted | 0 | 0 |
Net income per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Supplemental Guarantor Inform58
Supplemental Guarantor Information - Condensed Consolidated Statements of Operations (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Long-term debt, net | $ 2,000,059 | $ 721,268 | $ 722,516 |
Allied Acquisition [Member] | |||
Long-term debt, net | $ 1,300,000 |
Supplemental Guarantor Inform59
Supplemental Guarantor Information - Condensed Consolidated Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net income | $ 67,596 | $ 20,430 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 57 | (1,652) |
Total other comprehensive income (loss) | 57 | (1,652) |
Comprehensive income | 67,653 | 18,778 |
Parent Company [Member] | ||
Net income | 67,596 | 20,430 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 57 | (1,652) |
Total other comprehensive income (loss) | 57 | (1,652) |
Comprehensive income | 67,653 | 18,778 |
Guarantor Subsidiaries [Member] | ||
Net income | 90,490 | 24,279 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income | 90,490 | 24,279 |
Non-Guarantor Subsidiaries [Member] | ||
Net income | (11,789) | (249) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 57 | (1,652) |
Total other comprehensive income (loss) | 57 | (1,652) |
Comprehensive income | (11,732) | (1,901) |
Eliminations and Other [Member] | ||
Net income | (78,701) | (24,030) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (57) | 1,652 |
Total other comprehensive income (loss) | (57) | 1,652 |
Comprehensive income | $ (78,758) | $ (22,378) |
Supplemental Guarantor Inform60
Supplemental Guarantor Information - Condensed Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Net cash provided by (used in) operating activities | $ (40,456) | $ 78,123 | |
Investing Activities | |||
Purchases of property and equipment | (7,416) | (7,280) | |
Acquisition of businesses | 0 | (1,850) | |
Proceeds from the sale of assets | 413 | 400 | |
Intercompany activity | 0 | 0 | |
Net cash used in investing activities | (7,003) | (8,730) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 17,402 | 355,057 | |
Repayments under revolving lines of credit | (20,548) | (382,395) | |
Repayments under term loan | 0 | (1,125) | |
Repayments under equipment financing facilities and other | (1,968) | (2,405) | |
Borrowings under Senior Notes | [1] | 1,300,000 | 0 |
Payment of debt issuance costs | (21,917) | 0 | |
Payment of issuance costs from secondary offering of common stock | (429) | 0 | |
Proceeds from issuance of common stock related to equity awards | 3,781 | 3,460 | |
Taxes paid related to net share settlement of equity awards | (3,925) | (297) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | 1,272,396 | (27,705) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 640 | 197 | |
Net increase in cash, cash equivalents, and restricted cash | 1,225,577 | 41,885 | |
Cash, cash equivalents, and restricted cash, beginning of period | 138,250 | 31,386 | |
Cash, cash equivalents, and restricted cash, end of period | 1,363,827 | 73,271 | |
Parent Company [Member] | |||
Net cash provided by (used in) operating activities | (37,331) | (18,908) | |
Investing Activities | |||
Purchases of property and equipment | (2,117) | (1,006) | |
Acquisition of businesses | 0 | (1,850) | |
Proceeds from the sale of assets | 0 | 0 | |
Intercompany activity | 61,938 | 19,726 | |
Net cash used in investing activities | 59,821 | 16,870 | |
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | 0 | 0 | |
Repayments under term loan | 0 | (1,125) | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Borrowings under Senior Notes | 0 | ||
Payment of debt issuance costs | (21,917) | ||
Payment of issuance costs from secondary offering of common stock | (429) | ||
Proceeds from issuance of common stock related to equity awards | 3,781 | 3,460 | |
Taxes paid related to net share settlement of equity awards | (3,925) | (297) | |
Intercompany activity | 0 | 0 | |
Net cash provided by (used in) financing activities | (22,490) | 2,038 | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase in cash, cash equivalents, and restricted cash | 0 | 0 | |
Cash, cash equivalents, and restricted cash, beginning of period | 0 | 0 | |
Cash, cash equivalents, and restricted cash, end of period | 0 | 0 | |
Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | 2,338 | 100,962 | |
Investing Activities | |||
Purchases of property and equipment | (4,874) | (6,073) | |
Acquisition of businesses | 0 | 0 | |
Proceeds from the sale of assets | 398 | 388 | |
Intercompany activity | 0 | 0 | |
Net cash used in investing activities | (4,476) | (5,685) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 878 | 352,807 | |
Repayments under revolving lines of credit | (877) | (377,896) | |
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | (1,973) | (2,405) | |
Borrowings under Senior Notes | 0 | ||
Payment of debt issuance costs | 0 | ||
Payment of issuance costs from secondary offering of common stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | (74,991) | (21,613) | |
Net cash provided by (used in) financing activities | (76,963) | (49,107) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase in cash, cash equivalents, and restricted cash | (79,101) | 46,170 | |
Cash, cash equivalents, and restricted cash, beginning of period | 149,799 | 37,447 | |
Cash, cash equivalents, and restricted cash, end of period | 70,698 | 83,617 | |
Non-Guarantor Subsidiaries [Member] | |||
Net cash provided by (used in) operating activities | (9,658) | 1,084 | |
Investing Activities | |||
Purchases of property and equipment | (425) | (201) | |
Acquisition of businesses | 0 | 0 | |
Proceeds from the sale of assets | 15 | 12 | |
Intercompany activity | 0 | 0 | |
Net cash used in investing activities | (410) | (189) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 16,524 | 2,250 | |
Repayments under revolving lines of credit | (19,671) | (4,499) | |
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | 5 | 0 | |
Borrowings under Senior Notes | 1,300,000 | ||
Payment of debt issuance costs | 0 | ||
Payment of issuance costs from secondary offering of common stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | 13,110 | 1,887 | |
Net cash provided by (used in) financing activities | 1,309,968 | (362) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 640 | 197 | |
Net increase in cash, cash equivalents, and restricted cash | 1,300,540 | 730 | |
Cash, cash equivalents, and restricted cash, beginning of period | 1,582 | 2,876 | |
Cash, cash equivalents, and restricted cash, end of period | 1,302,122 | 3,606 | |
Eliminations and Other [Member] | |||
Net cash provided by (used in) operating activities | 4,195 | (5,015) | |
Investing Activities | |||
Purchases of property and equipment | 0 | 0 | |
Acquisition of businesses | 0 | 0 | |
Proceeds from the sale of assets | 0 | 0 | |
Intercompany activity | (61,938) | (19,726) | |
Net cash used in investing activities | (61,938) | (19,726) | |
Financing Activities | |||
Borrowings under revolving lines of credit | 0 | 0 | |
Repayments under revolving lines of credit | 0 | 0 | |
Repayments under term loan | 0 | 0 | |
Repayments under equipment financing facilities and other | 0 | 0 | |
Borrowings under Senior Notes | 0 | ||
Payment of debt issuance costs | 0 | ||
Payment of issuance costs from secondary offering of common stock | 0 | ||
Proceeds from issuance of common stock related to equity awards | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Intercompany activity | 61,881 | 19,726 | |
Net cash provided by (used in) financing activities | 61,881 | 19,726 | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase in cash, cash equivalents, and restricted cash | 4,138 | (5,015) | |
Cash, cash equivalents, and restricted cash, beginning of period | (13,131) | (8,937) | |
Cash, cash equivalents, and restricted cash, end of period | $ (8,993) | $ (13,952) | |
[1] | Gross funds from issuance of 2025 Senior Notes to finance the Company’s Allied Acquisition, presented as restricted cash on the Company’s consolidated balance sheet – see Note 8 |
Supplemental Guarantor Inform61
Supplemental Guarantor Information - Condensed Consolidated Statements of Cash Flows (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Long term debt | [1] | $ 1,300,000 | $ 0 |
Allied Acquisition [Member] | |||
Long term debt | $ 1,300,000 | ||
[1] | Gross funds from issuance of 2025 Senior Notes to finance the Company’s Allied Acquisition, presented as restricted cash on the Company’s consolidated balance sheet – see Note 8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 02, 2017 | Dec. 31, 2017 | Oct. 25, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Preferred stock, issuance | 0 | 0 | 0 | ||
Senior-secured Asset-based Revolving Line Of Credit [Member] | |||||
Subsequent Event [Line Items] | |||||
Long-term Line of Credit | $ 433,828,000 | $ 436,645,000 | $ 768,326,000 | ||
Allied Acquisition [Member] | Investment Agreement [Member] | Series A Cumulative Convertible Participating Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, issuance | 400,000 | ||||
Preferred stock, par value | $ 0.01 | ||||
Preferred stock, liquidation preference value | $ 400,000,000 | ||||
Preferred stock, liquidation purchase price per share | $ 1,000 | ||||
Proceeds from convertible preferred stock | $ 400,000,000 | ||||
Preferred stock initial conversion price per share | $ 41.26 | ||||
Preferred stock dividend rate | 6.00% | ||||
Allied Acquisition [Member] | Senior Notes, Matures November 2025 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, aggregate principal amount | $ 1,300,000,000 | ||||
Allied Acquisition [Member] | Secured Term Loan B Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Long-term Line of Credit | $ 970,000,000 | ||||
Allied Acquisition [Member] | Secured Term Loan B Facility [Member] | LIBOR [Member] | |||||
Subsequent Event [Line Items] | |||||
Base borrowing rates | 1.25% | ||||
Allied Acquisition [Member] | Senior-secured Asset-based Revolving Line Of Credit [Member] | LIBOR [Member] | |||||
Subsequent Event [Line Items] | |||||
Base borrowing rates | 2.25% | ||||
Allied Acquisition [Member] | Stock Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Acquisition purchase price in cash | $ 2,625,000,000 |