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BEACON ROOFING SUPPLY INC - Quarter Report: 2019 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                      to                     

Commission File Number 000-50924

 

BEACON ROOFING SUPPLY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

36-4173371

(State or other jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

505 Huntmar Park Drive, Suite 300, Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

(571) 323-3939

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

 

 

 

Common Stock, $0.01 par value

BECN

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes        No   

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes        No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

Accelerated filer

  

Non-accelerated filer

Smaller reporting company

  

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes      No  

As of July 31, 2019, 68,504,717 shares of common stock, par value $0.01 per share, of the registrant were outstanding.

 

 


BEACON ROOFING SUPPLY, INC.

FORM 10-Q

For the Quarter Ended June 30, 2019

 

TABLE OF CONTENTS

 

PART I.

 

Financial Information (unaudited)

 

 

 

 

Item 1.

 

Condensed Consolidated Financial Statements

 

 

 

 

 

 

Consolidated Balance Sheets

 

3

 

 

 

 

Consolidated Statements of Operations

 

4

 

 

 

 

Consolidated Statements of Comprehensive Income

 

5

 

 

 

 

Consolidated Statements of Stockholders’ Equity

 

6

 

 

 

 

Consolidated Statements of Cash Flows

 

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

28

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

43

 

 

Item 4.

 

Controls and Procedures

 

43

PART II.

 

Other Information

 

 

 

 

Item 6.

 

Exhibits

 

44

Signatures

 

45

 

2


PART I.Financial Information (Unaudited)

Item 1.

Condensed Consolidated Financial Statements

BEACON ROOFING SUPPLY, INC.

Consolidated Balance Sheets

(Unaudited; In thousands, except share and per share amounts)

 

 

June 30,

 

 

September 30,

 

 

June 30,

 

 

2019

 

 

2018

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

27,729

 

 

$

129,927

 

 

$

27,551

 

Accounts receivable, less allowance of $24,732, $17,584 and $13,963 as of June 30, 2019, September 30, 2018 and June 30, 2018, respectively

 

1,079,091

 

 

 

1,090,533

 

 

 

1,077,888

 

Inventories, net

 

1,124,063

 

 

 

936,047

 

 

 

1,165,389

 

Prepaid expenses and other current assets

 

361,831

 

 

 

244,360

 

 

 

337,589

 

Total current assets

 

2,592,714

 

 

 

2,400,867

 

 

 

2,608,417

 

Property and equipment, net

 

269,041

 

 

 

280,407

 

 

 

288,708

 

Goodwill

 

2,490,940

 

 

 

2,491,779

 

 

 

2,321,180

 

Intangibles, net

 

1,177,694

 

 

 

1,334,366

 

 

 

1,371,005

 

Other assets, net

 

1,243

 

 

 

1,243

 

 

 

1,511

 

Total assets

$

6,531,632

 

 

$

6,508,662

 

 

$

6,590,821

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

643,411

 

 

$

880,872

 

 

$

719,686

 

Accrued expenses

 

590,756

 

 

 

611,539

 

 

 

520,952

 

Current portions of long-term debt/obligations

 

19,366

 

 

 

19,661

 

 

 

19,714

 

Total current liabilities

 

1,253,533

 

 

 

1,512,072

 

 

 

1,260,352

 

Borrowings under revolving lines of credit, net

 

424,011

 

 

 

92,442

 

 

 

482,489

 

Long-term debt, net

 

2,494,648

 

 

 

2,494,725

 

 

 

2,494,308

 

Deferred income taxes, net

 

110,180

 

 

 

106,994

 

 

 

93,928

 

Long-term obligations under equipment financing and other, net

 

6,332

 

 

 

13,639

 

 

 

15,979

 

Other long-term liabilities

 

5,352

 

 

 

5,290

 

 

 

6,319

 

Total liabilities

 

4,294,056

 

 

 

4,225,162

 

 

 

4,353,375

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock; $0.01 par value; aggregate liquidation preference $400,000; 400,000 shares authorized, issued and outstanding as of June 30, 2019, September 30, 2018 and June 30, 2018

 

399,195

 

 

 

399,195

 

 

 

399,195

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock (voting); $0.01 par value; 100,000,000 shares authorized; 68,480,751, 68,135,790 and 68,105,113 shares issued and outstanding as of June 30, 2019, September 30, 2018 and June 30, 2018, respectively

 

684

 

 

 

681

 

 

 

681

 

Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding

 

-

 

 

 

-

 

 

 

-

 

Additional paid-in capital

 

1,077,953

 

 

 

1,067,040

 

 

 

1,063,137

 

Retained earnings

 

777,842

 

 

 

833,834

 

 

 

792,502

 

Accumulated other comprehensive income (loss)

 

(18,098

)

 

 

(17,250

)

 

 

(18,069

)

Total stockholders' equity

 

1,838,381

 

 

 

1,884,305

 

 

 

1,838,251

 

Total liabilities and stockholders' equity

$

6,531,632

 

 

$

6,508,662

 

 

$

6,590,821

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements


3


BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Operations

(Unaudited; In thousands, except share and per share amounts)

 

 

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

1,924,534

 

 

$

1,934,951

 

 

$

5,075,247

 

 

$

4,482,555

 

Cost of products sold

 

1,451,998

 

 

 

1,441,057

 

 

 

3,832,154

 

 

 

3,380,531

 

Gross profit

 

472,536

 

 

 

493,894

 

 

 

1,243,093

 

 

 

1,102,024

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

328,827

 

 

 

323,194

 

 

 

976,928

 

 

 

858,534

 

Depreciation

 

17,731

 

 

 

15,811

 

 

 

52,779

 

 

 

41,640

 

Amortization

 

51,724

 

 

 

50,076

 

 

 

155,508

 

 

 

105,339

 

Total operating expense

 

398,282

 

 

 

389,081

 

 

 

1,185,215

 

 

 

1,005,513

 

Income (loss) from operations

 

74,254

 

 

 

104,813

 

 

 

57,878

 

 

 

96,511

 

Interest expense, financing costs, and other

 

38,089

 

 

 

37,348

 

 

 

116,902

 

 

 

99,486

 

Income (loss) before provision for income taxes

 

36,165

 

 

 

67,465

 

 

 

(59,024

)

 

 

(2,975

)

Provision for (benefit from) income taxes1

 

5,178

 

 

 

18,090

 

 

 

(21,032

)

 

 

(53,291

)

Net income (loss)

$

30,987

 

 

$

49,375

 

 

$

(37,992

)

 

$

50,316

 

Dividends on preferred shares2

 

6,000

 

 

 

6,000

 

 

 

18,000

 

 

 

12,000

 

Net income (loss) attributable to common shareholders

$

24,987

 

 

$

43,375

 

 

$

(55,992

)

 

$

38,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

68,477,946

 

 

 

68,086,387

 

 

 

68,391,882

 

 

 

67,976,980

 

Diluted

 

69,265,384

 

 

 

69,148,143

 

 

 

68,391,882

 

 

 

69,240,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.32

 

 

$

0.56

 

 

$

(0.82

)

 

$

0.52

 

Diluted

$

0.32

 

 

$

0.55

 

 

$

(0.82

)

 

$

0.51

 

________________________________________

1

Three and nine months ended June 30, 2018 amounts include a net tax benefit of $1.2 million and $49.2 million, respectively, resulting from recording the provisional impact of the enactment of the 2017 Tax Cuts and Jobs Act (“TCJA”).

2

Three months ended June 30, 2019 amount is composed of $5.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end. Three months ended June 30, 2018 amount is composed of $6.0 million in undeclared cumulative Preferred Stock dividends. Nine months ended June 30, 2019 amount is composed of $5.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $13.0 million of Preferred Stock dividends that had been declared and paid as of period end. Nine months ended June 30, 2018 amount is composed of $6.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $6.0 million of Preferred Stock dividends that had been declared and paid as of period end. See Note 3 for further discussion.

3

See Note 5 for detailed calculations and further discussion.

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

 6.0

4


BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Comprehensive Income

(Unaudited; In thousands)

 

 

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income (loss)

$

30,987

 

 

$

49,375

 

 

$

(37,992

)

 

$

50,316

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

1,542

 

 

 

(1,535

)

 

 

(848

)

 

 

(3,506

)

Total other comprehensive income (loss)

 

1,542

 

 

 

(1,535

)

 

 

(848

)

 

 

(3,506

)

Comprehensive income (loss)

$

32,529

 

 

$

47,840

 

 

$

(38,840

)

 

$

46,810

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

 


5


BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Stockholders’ Equity

(Unaudited; In thousands, except share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Total

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Stockholders'

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2018

 

68,043,284

 

 

$

680

 

 

$

1,056,248

 

 

$

743,127

 

 

$

(16,534

)

 

$

1,783,521

 

Issuance of common stock, net of shares withheld for taxes

 

61,829

 

 

 

1

 

 

 

1,591

 

 

 

-

 

 

 

-

 

 

 

1,592

 

Issuance costs related to secondary offering of common stock

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

-

 

 

 

-

 

 

 

5,298

 

 

 

-

 

 

 

-

 

 

 

5,298

 

Other comprehensive income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,535

)

 

 

(1,535

)

Net income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

49,375

 

 

 

-

 

 

 

49,375

 

Dividends on preferred shares1

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance as of June 30, 2018

 

68,105,113

 

 

$

681

 

 

$

1,063,137

 

 

$

792,502

 

 

$

(18,069

)

 

$

1,838,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2019

 

68,475,871

 

 

$

684

 

 

$

1,073,243

 

 

$

752,855

 

 

$

(19,640

)

 

$

1,807,142

 

Issuance of common stock, net of shares withheld for taxes

 

4,880

 

 

 

-

 

 

 

73

 

 

 

-

 

 

 

-

 

 

 

73

 

Stock-based compensation

 

-

 

 

 

-

 

 

 

4,637

 

 

 

-

 

 

 

-

 

 

 

4,637

 

Other comprehensive income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,542

 

 

 

1,542

 

Net income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

30,987

 

 

 

-

 

 

 

30,987

 

Dividends on preferred shares1

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,000

)

 

 

-

 

 

 

(6,000

)

Balance as of June 30, 2019

 

68,480,751

 

 

$

684

 

 

$

1,077,953

 

 

$

777,842

 

 

$

(18,098

)

 

$

1,838,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 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

 

404,255

 

 

 

4

 

 

 

2,972

 

 

 

-

 

 

 

-

 

 

 

2,976

 

Issuance costs related to secondary offering of common stock

 

-

 

 

 

-

 

 

 

(474

)

 

 

-

 

 

 

-

 

 

 

(474

)

Stock-based compensation

 

-

 

 

 

-

 

 

 

13,133

 

 

 

-

 

 

 

-

 

 

 

13,133

 

Other comprehensive income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,506

)

 

 

(3,506

)

Net income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

50,316

 

 

 

-

 

 

 

50,316

 

Dividends on preferred shares1

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,000

)

 

 

-

 

 

 

(6,000

)

Balance as of June 30, 2018

 

68,105,113

 

 

$

681

 

 

$

1,063,137

 

 

$

792,502

 

 

$

(18,069

)

 

$

1,838,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2018

 

68,135,790

 

 

$

681

 

 

$

1,067,040

 

 

$

833,834

 

 

$

(17,250

)

 

$

1,884,305

 

Issuance of common stock, net of shares withheld for taxes

 

344,961

 

 

 

3

 

 

 

(1,988

)

 

 

-

 

 

 

-

 

 

 

(1,985

)

Stock-based compensation

 

-

 

 

 

-

 

 

 

12,901

 

 

 

-

 

 

 

-

 

 

 

12,901

 

Other comprehensive income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(848

)

 

 

(848

)

Net income (loss)

 

-

 

 

 

-

 

 

 

-

 

 

 

(37,992

)

 

 

-

 

 

 

(37,992

)

Dividends on preferred shares1

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,000

)

 

 

-

 

 

 

(18,000

)

Balance as of June 30, 2019

 

68,480,751

 

 

$

684

 

 

$

1,077,953

 

 

$

777,842

 

 

$

(18,098

)

 

$

1,838,381

 

 

1 Amount represents dividends that have been declared and paid during the respective periods presented.

 

See accompanying Notes to Condensed Consolidated Financial Statements

6


BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Cash Flows

(Unaudited; In thousands)

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

Operating Activities

 

 

 

 

 

 

 

Net income (loss)

$

(37,992

)

 

$

50,316

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

208,287

 

 

 

146,979

 

Stock-based compensation

 

12,901

 

 

 

13,133

 

Certain interest expense and other financing costs

 

9,077

 

 

 

11,549

 

Beneficial lease amortization

 

1,714

 

 

 

-

 

Loss on debt extinguishment

 

-

 

 

 

1,726

 

Gain on sale of fixed assets

 

(3,470

)

 

 

(1,131

)

Deferred income taxes

 

3,195

 

 

 

(48,855

)

Changes in operating assets and liabilities, net of the effects of businesses acquired in the period:

 

 

 

 

 

 

 

Accounts receivable

 

10,970

 

 

 

(52,024

)

Inventories

 

(188,213

)

 

 

(299,881

)

Prepaid expenses and other assets

 

(117,520

)

 

 

(19,511

)

Accounts payable and accrued expenses

 

(93,908

)

 

 

195,948

 

Other liabilities

 

62

 

 

 

732

 

Net cash provided by (used in) operating activities

 

(194,897

)

 

 

(1,019

)

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Purchases of property and equipment

 

(44,337

)

 

 

(34,978

)

Acquisition of businesses, net

 

(163,973

)

 

 

(2,715,429

)

Proceeds from the sale of assets

 

6,200

 

 

 

750

 

Net cash provided by (used in) investing activities

 

(202,110

)

 

 

(2,749,657

)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Borrowings under revolving lines of credit

 

1,734,476

 

 

 

2,122,949

 

Repayments under revolving lines of credit

 

(1,404,836

)

 

 

(1,631,978

)

Borrowings under term loan

 

-

 

 

 

970,000

 

Repayments under term loan

 

(7,275

)

 

 

(443,425

)

Borrowings under senior notes

 

-

 

 

 

1,300,000

 

Payment of debt issuance costs

 

-

 

 

 

(65,788

)

Repayments under equipment financing facilities and other

 

(7,602

)

 

 

(8,604

)

Proceeds from issuance of convertible preferred stock

 

-

 

 

 

400,000

 

Payment of stock issuance costs

 

-

 

 

 

(1,279

)

Payment of dividends on preferred stock

 

(18,000

)

 

 

(6,000

)

Proceeds from issuance of common stock related to equity awards

 

1,654

 

 

 

6,950

 

Taxes paid related to net share settlement of equity awards

 

(3,639

)

 

 

(3,975

)

Net cash provided by (used in) financing activities

 

294,778

 

 

 

2,638,850

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

31

 

 

 

1,127

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(102,198

)

 

 

(110,699

)

Cash and cash equivalents, beginning of period

 

129,927

 

 

 

138,250

 

Cash and cash equivalents, end of period

$

27,729

 

 

$

27,551

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest

$

138,686

 

 

$

91,662

 

Income taxes paid (received), net of refunds

 

(8,784

)

 

 

33,751

 

See accompanying Notes to Condensed Consolidated Financial Statements

7


BEACON ROOFING SUPPLY, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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.

On January 2, 2018, the Company completed the acquisition of all the outstanding capital stock of Allied Building Products Corp. (“Allied”), a New Jersey corporation, for $2.625 billion, subject to certain working capital and other adjustments. Allied engages in the distribution of roofing materials, drywall, ceiling tile, and related accessories in the United States and was a wholly-owned subsidiary of Oldcastle Distribution, Inc. (see Note 3 for further discussion).

The Company operates its business under regional and local trade names and, as of June 30, 2019, the Company serviced customers in all 50 states within the United States and 6 provinces in Canada. The Company’s material subsidiaries are Beacon Sales Acquisition, Inc. and Beacon Roofing Supply Canada Company.

2. Summary of Significant Accounting Policies

Basis of Presentation

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. Certain prior period amounts have been reclassified to conform to current period presentation. The balance sheet as of June 30, 2018 has been presented for a better understanding of the impact of seasonal fluctuations on the Company’s financial condition.

In management’s opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended June 30, 2019 are not necessarily indicative of the results to be expected for the twelve months ending September 30, 2019 (“fiscal year 2019” or “2019”).

The three-month periods ended June 30, 2019 and 2018 each had 64 business days, and the nine-month periods ended June 30, 2019 and 2018 each had 189 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 2018 (“2018”) Annual Report on Form 10-K for the year ended September 30, 2018.

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 accounts receivable, inventories, purchase price allocations, goodwill and intangibles, and income taxes. Actual amounts could differ from those estimates.

Recent Accounting Pronouncements—Adopted

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and replaces most previously issued revenue recognition guidance. The new standard is effective for public business entities for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2017. The standard permits the use of either the full retrospective or modified retrospective adoption methods. The Company elected the modified retrospective method and adopted the standard as of October 1, 2018 utilizing the portfolio practical expedient. The adoption of this guidance did not impact the Company’s retained earnings and did not have a material impact on the Company’s net sales recognition practices, income from operations, or net income per share amounts. The adoption of this guidance did result in certain balance sheet reclassifications to record estimated customer returns, specifically the recognition of a current liability for the gross amount of estimated returns and a current asset for the value of the related products. These reclassifications did not have a material impact on the Company’s consolidated balance sheet as of June 30, 2019. In addition, the adoption of this guidance resulted in additional quantitative disclosures

8


to disaggregate net sales balances by product line and geography. See Note 4 to the Consolidated Financial Statements for further discussion.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business.” This guidance is intended to assist entities when evaluating when a set of transferred assets and activities constitutes a business. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2017. The Company adopted the standard as of October 1, 2018 and the standard did not have a material impact on the Company’s financial statement and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting.” This guidance is intended to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2017. The Company adopted the standard as of October 1, 2018 and the standard did not have a material impact on the Company’s financial statement and related disclosures.

Recent Accounting Pronouncements—Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases.” This guidance will replace most existing accounting for lease guidance when it becomes effective. This new standard is effective using the modified retrospective approach for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2018, and early adoption is permitted. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The guidance will require the Company to record a right of use asset and a lease liability for most of the Company’s leases, including those currently treated as operating leases. The Company will adopt the standard as of October 1, 2019 and will use the practical expedients outlined in the transition guidance. The scope of the overall impact on the Company’s financial statements and related disclosures is still being quantified.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Accounting for Goodwill Impairment.” This guidance is intended to introduce a simplified approach to measurement of goodwill impairment, eliminating the need for a hypothetical purchase price allocation and instead measuring impairment by the amount a reporting unit’s carrying value exceeds its fair value. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the adoption of this new guidance to have a material impact on its financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income.” This guidance is intended to address the accounting treatment for the tax effects on items within accumulated other comprehensive income as a result of the adoption of the Tax Cuts and Jobs Act of 2017. This new standard is effective for annual reporting periods, and interim reporting periods contained therein, beginning after December 15, 2018, and early adoption is permitted. The Company does not expect the adoption of this new guidance to have a material impact on its financial statements and related disclosures.

3. Acquisitions

Allied Building Products Corp.

On January 2, 2018 (the “Closing Date”), the Company completed its acquisition of all the outstanding capital stock of Allied (the “Allied Acquisition”), pursuant to a 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”). As of June 30, 2019, the adjusted Purchase Price for Allied was $2.88 billion, including increases of (i) $164.0 million related to the impact of the Section 338(h)(10) election under the current U.S. tax code and (ii) $88.1 million from a recorded net working capital adjustment.

9


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 are 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 a 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, and conversion of the Preferred Stock into $0.01 par value shares of the Company’s common stock will be at a conversion price of $41.26 per share. The Preferred Stock accumulates dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore, it is classified as mezzanine equity on the Company’s consolidated balance sheets and has a balance of $399.2 million (the $400.0 million proceeds received on the Closing Date, net of $0.8 million of unamortized issuance costs) as of June 30, 2019.

Allied’s results of operations have been included with Company’s consolidated results beginning January 2, 2018. Allied distributed products in 208 locations across 31 states as of the date of the close.

The Allied Acquisition has been accounted for as a business combination in accordance with the requirements of ASC 805, “Business Combinations.” The acquisition price has been allocated among assets acquired and liabilities assumed at fair value based on information currently available, with the excess recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies from the Allied assembled workforce operating the branches as part of a larger network and the value stemming from the addition of both new customers and an established new line of business (interiors). As of March 31, 2019, the Company had finalized the purchase accounting entries for the Allied Acquisition, detailed as follows (in thousands):

 

 

January 2, 2018

 

 

 

 

 

 

January 2, 2018

 

 

(as reported at

March 31, 2018)

 

 

Adjustments

 

 

(as adjusted at

March 31, 2019)

 

Cash

$

19,322

 

 

$

(19,153

)

 

$

169

 

Accounts receivable

 

315,485

 

 

 

22,064

 

 

 

337,549

 

Inventory

 

322,705

 

 

 

(7,920

)

 

 

314,785

 

Prepaid and other current assets

 

59,279

 

 

 

16,161

 

 

 

75,440

 

Property, plant, and equipment

 

139,528

 

 

 

(168

)

 

 

139,360

 

Goodwill

 

1,130,635

 

 

 

102,145

 

 

 

1,232,780

 

Intangible assets

 

1,037,000

 

 

 

-

 

 

 

1,037,000

 

Current liabilities

 

(271,252

)

 

 

11,963

 

 

 

(259,289

)

Non-current liabilities

 

(6,820

)

 

 

6,097

 

 

 

(723

)

     Total purchase price

$

2,745,882

 

 

$

131,189

 

 

$

2,877,071

 

 

The purchase accounting entries above include the impact of the Section 338(h)(10) election under the current U.S. tax code. The Company made this election on October 15, 2018 and has reflected the $164.0 million impact of this election in the purchase price and its fiscal year 2018 tax provision accordingly. The Company determined that $1.12 billion of goodwill related to the acquisition of Allied is deductible for tax purposes as of June 30, 2019.

The Company’s goodwill and indefinite-lived trade name are tested for impairment annually, and all acquired goodwill and intangible assets are subject to review for impairment should future indicators of impairment develop. There were no material contingencies assumed as part of the Allied Acquisition.

Additional Acquisitions – Fiscal Year 2018

During fiscal year 2018, the Company acquired 7 branches from the following acquisitions:

 

On May 1, 2018, the Company acquired Tri-State Builder’s Supply, a wholesale supplier of roofing, siding, windows, doors and related building products with 1 branch located in Duluth, Minnesota and annual sales of approximately $6 million. The Company has finalized the acquisition accounting entries for this transaction.

 

On July 16, 2018, the Company acquired Atlas Supply, Inc., the Pacific Northwest’s leading distributor of sealants, coatings, adhesives and related waterproofing products, with 6 branches operating in Seattle, Tacoma, Spokane, and

10


 

Mountlake Terrace in Washington, as well as locations in Portland, Oregon and Boise, Idaho, and annual sales of approximately $37 million.

The Company recorded the acquired assets and liabilities related to these transactions at their estimated fair values as of the respective acquisition dates, which resulted in goodwill of $7.6 million ($7.1 million of which is deductible for tax purposes as of June 30, 2019) and $11.4 million in intangible assets.

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, as well as the Company’s continued review of the assumed liabilities that may result in the recognition of changes to the carrying amounts on the opening balance sheet and a related adjustment to goodwill.

4. Net Sales

The Company records net sales when performance obligations with our customer are satisfied. A performance obligation is a promise to transfer a distinct good to the customer and is the unit of account. The transaction price is allocated to each distinct performance obligation and recognized as net sales when, or as, the performance obligation is satisfied. All contracts have a single performance obligation as the promise to transfer the individual good is not separately identifiable from other promises and is, therefore, not distinct. Performance obligations are satisfied at a point in time and net sales are recognized when the customer accepts the delivery of a product or takes possession of a product with rights and rewards of ownership.

The Company enters into agreements with customers to offer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. Reductions to net sales for customer programs and incentive offerings, including promotions and other volume-based incentives, are estimated using the most likely amount method and recorded in the period in which the sale occurs. Provisions for early payment discounts are accrued in the same period in which the sale occurs. The Company does not have any material payment terms as payment is received shortly after the transfer of control of the products to the customer. Commissions to internal sales teams are paid to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred.

The Company includes shipping and handling costs billed to customers in net sales. Related costs are accounted for as fulfillment activities and are recognized as cost of products sold when control of the products transfers to the customer.

The following table presents the Company’s net sales by product line and geography for the three and nine months ended June 30, 2019 (in thousands):

 

Three Months Ended June 30, 2019

 

 

Nine Months Ended June 30, 2019

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Residential roofing products

$

829,643

 

 

$

18,616

 

 

$

848,259

 

 

$

2,134,328

 

 

$

34,427

 

 

$

2,168,755

 

Non-residential roofing products

 

439,516

 

 

 

32,589

 

 

 

472,105

 

 

 

1,120,885

 

 

 

79,661

 

 

 

1,200,546

 

Complementary building products

 

601,764

 

 

 

2,406

 

 

 

604,170

 

 

 

1,701,007

 

 

 

4,939

 

 

 

1,705,946

 

Total net sales

$

1,870,923

 

 

$

53,611

 

 

$

1,924,534

 

 

$

4,956,220

 

 

$

119,027

 

 

$

5,075,247

 

 

5. Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period.

Holders of Preferred Stock participate in dividends on an as-converted basis when declared on common shares. As a result, Preferred Stock is classified as a participating security and thereby requires the allocation of income that would have otherwise been available to common shareholders when calculating net income (loss) per share.

Diluted net income (loss) per share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income (loss) attributable to common shareholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.

11


The following table presents the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts):

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income (loss)

$

30,987

 

 

$

49,375

 

 

$

(37,992

)

 

$

50,316

 

Dividends on preferred shares

 

6,000

 

 

 

6,000

 

 

 

18,000

 

 

 

12,000

 

Net income (loss) attributable to common shareholders

$

24,987

 

 

$

43,375

 

 

$

(55,992

)

 

$

38,316

 

Undistributed income allocated to participating securities

 

(3,099

)

 

 

(5,406

)

 

 

-

 

 

 

(3,293

)

Net income (loss) attributable to common shareholders - basic and diluted

$

21,888

 

 

$

37,969

 

 

$

(55,992

)

 

$

35,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic

 

68,477,946

 

 

 

68,086,387

 

 

 

68,391,882

 

 

 

67,976,980

 

Effect of common share equivalents

 

787,438

 

 

 

1,061,756

 

 

 

-

 

 

 

1,263,060

 

Weighted-average common shares outstanding - diluted

 

69,265,384

 

 

 

69,148,143

 

 

 

68,391,882

 

 

 

69,240,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

$

0.32

 

 

$

0.56

 

 

$

(0.82

)

 

$

0.52

 

Net income (loss) per share - diluted

$

0.32

 

 

$

0.55

 

 

$

(0.82

)

 

$

0.51

 

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 (loss) per share because the effect was either anti-dilutive or the requisite performance conditions were not met:

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

735,324

 

 

 

484,358

 

 

 

1,274,921

 

 

 

349,281

 

Restricted stock units

 

48,927

 

 

 

355,891

 

 

 

147,585

 

 

 

148,638

 

Preferred Stock

 

9,694,619

 

 

 

9,694,619

 

 

 

9,694,619

 

 

 

6,392,056

 

 

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 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 June 30, 2019, there were 1,796,676 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% of the grant target in the case of a performance-based restricted stock unit 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 immediately become fully vested (at 100% of the grant target in the case of a performance-based restricted stock unit award).

Stock Options

Non-qualified stock options granted to employees generally expire 10 years after the grant date and are subject to continued employment and vest evenly in three annual installments over the three-year period following the grant date.

12


The fair value of the stock options granted during the nine months ended June 30, 2019 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Risk-free interest rate

 

3.00

%

Expected volatility

 

29.35

%

Expected life (in years)

 

5.18

 

Dividend yield

 

-

 

The following table summarizes all stock option activity for the nine months ended June 30, 2019 (in thousands, except share, per share, and time period amounts):

 

Options

Outstanding

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value1

 

Balance as of September 30, 2018

 

1,969,037

 

 

$

33.08

 

 

 

5.7

 

 

$

14,088

 

Granted

 

611,031

 

 

 

27.31

 

 

 

 

 

 

 

 

 

Exercised

 

(91,481

)

 

 

18.08

 

 

 

 

 

 

 

 

 

Canceled/Forfeited

 

(68,179

)

 

 

37.10

 

 

 

 

 

 

 

 

 

Expired

 

(3,108

)

 

 

26.74

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2019

 

2,417,300

 

 

$

32.09

 

 

 

6.1

 

 

$

18,435

 

Vested and expected to vest after June 30, 2019

 

2,378,442

 

 

$

32.09

 

 

 

6.1

 

 

$

18,133

 

Exercisable as of June 30, 2019

 

1,584,299

 

 

$

30.82

 

 

 

4.6

 

 

$

12,767

 

________________________________________________________________

1 

Aggregate intrinsic value 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 June 30, 2019 and 2018, the Company recorded stock-based compensation expense related to stock options of $1.0 million and $1.0 million, respectively. During the nine months ended June 30, 2019 and 2018, the Company recorded stock-based compensation expense related to stock options of $3.1 million and $2.9 million, respectively. As of June 30, 2019, there was $6.0 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years.

The following table summarizes additional information on stock options for the periods presented (in thousands, except per share amounts):

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

Weighted-average fair value of stock options granted

$

8.77

 

 

$

15.86

 

Total grant date fair value of stock options vested

 

3,825

 

 

 

4,172

 

Total intrinsic value of stock options exercised

 

1,409

 

 

 

8,995

 

Restricted Stock Units

Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest on the third anniversary of the grant date. The Company also grants certain RSU awards to management that contain one or more additional vesting conditions tied directly to a defined performance metric for the Company. The actual number of RSUs that will vest can range from 0% to 200% of the original grant amount, depending upon the terms of the award and actual Company performance above or below the established performance metric targets. The Company estimates performance in relation to the defined targets when determining the projected number of RSUs that are expected to vest and calculating the related stock-based compensation expense.

RSUs granted to non-employee directors are subject to continued service and vest on the first anniversary of the grant date (except under certain conditions). Generally, the common shares underlying the RSUs are not eligible for distribution until the non-employee director’s service on the Board has terminated, and 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. Beginning in fiscal year 2016, the Company enacted a policy that allows any non-employee directors who have Beacon equity holdings (defined as common stock and outstanding vested equity awards) with a total fair value that is greater than or equal to five times the annual Board cash retainer to elect to have any future RSU grants settle simultaneously with vesting.

13


The following table summarizes all restricted stock unit activity for the nine months ended June 30, 2019:

 

RSUs

Outstanding

 

 

Weighted-Average Grant Date Fair Value

 

Balance as of September 30, 2018

 

934,023

 

 

$

47.00

 

Granted

 

669,579

 

 

 

27.77

 

Released

 

(372,681

)

 

 

40.62

 

Canceled/Forfeited

 

(106,676

)

 

 

45.49

 

Balance as of June 30, 2019

 

1,124,245

 

 

$

37.80

 

Vested and expected to vest after June 30, 2019

 

989,233

 

 

$

38.86

 

 

During the three months ended June 30, 2019 and 2018, the Company recorded stock-based compensation expense related to restricted stock units of $3.6 million and $4.3 million, respectively. During the nine months ended June 30, 2019 and 2018, the Company recorded stock-based compensation expense related to restricted stock units of $9.8 million and $10.2 million, respectively. As of June 30, 2019, there was $19.3 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.8 years.

The following table summarizes additional information on RSUs for the periods presented (in thousands, except per share amounts):

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

Weighted-average fair value of RSUs granted

$

27.77

 

 

$

57.40

 

Total grant date fair value of RSUs vested

 

15,978

 

 

 

6,656

 

Total intrinsic value of RSUs released

 

11,375

 

 

 

11,041

 

 

7. Goodwill and Intangible Assets

Goodwill

The following table sets forth the change in the carrying amount of goodwill during the nine months ended June 30, 2019 and 2018, respectively (in thousands):

Balance as of September 30, 2017

$

1,251,986

 

Acquisitions

 

1,070,823

 

Translation and other adjustments

 

(1,629

)

Balance as of June 30, 2018

$

2,321,180

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2018

$

2,491,779

 

Acquisitions1

 

(513

)

Translation and other adjustments

 

(326

)

Balance as of June 30, 2019

$

2,490,940

 

_____________________________

 

1 

Reflects purchase accounting adjustments related to fiscal year 2018 acquisition of Atlas Supply, Inc. (see Note 3 for further discussion).

 

The changes in the carrying amount of goodwill for the nine months ended June 30, 2019 and 2018 were driven primarily by purchase accounting and foreign currency translation adjustments.

Intangible Assets

In connection with transactions finalized during fiscal year 2018, the Company recorded intangible assets of $1.05 billion ($920.8 million of customer relationships, $120.0 million of indefinite-lived trademarks, and $7.0 million of beneficial lease arrangements).

14


The following table summarizes intangible assets by category (in thousands, except time period amounts):

 

 

June 30, 2019

 

 

September 30, 2018

 

 

June 30, 2018

 

 

Weighted-Average Remaining Life1

(Years)

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-compete agreements

$

2,824

 

 

$

2,824

 

 

$

2,824

 

 

 

2.37

 

Customer relationships

 

1,531,061

 

 

 

1,530,565

 

 

 

1,530,434

 

 

 

17.89

 

Trademarks

 

10,500

 

 

 

10,500

 

 

 

10,500

 

 

 

7.08

 

Beneficial lease arrangements

 

8,060

 

 

 

8,060

 

 

 

7,644

 

 

 

3.80

 

Total amortizable intangible assets

 

1,552,445

 

 

 

1,551,949

 

 

 

1,551,402

 

 

 

 

 

Accumulated amortization

 

(567,801

)

 

 

(410,633

)

 

 

(373,447

)

 

 

 

 

Total amortizable intangible assets, net

$

984,644

 

 

$

1,141,316

 

 

$

1,177,955

 

 

 

 

 

Indefinite lived trademarks

 

193,050

 

 

 

193,050

 

 

 

193,050

 

 

 

 

 

Total intangibles, net

$

1,177,694

 

 

$

1,334,366

 

 

$

1,371,005

 

 

 

 

 

_________________________________________________________

1 

As of June 30, 2019.

For the three months ended June 30, 2019 and 2018, the Company recorded $51.7 million and $50.1 million of amortization expense relating to the above-listed intangible assets, respectively. For the nine months ended June 30, 2019 and 2018, the Company recorded $155.5 million and $105.3 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 17.8 years as of June 30, 2019.

The following table summarizes the estimated future amortization expense for intangible assets (in thousands):

Year Ending September 30,

 

 

 

2019 (July - Sept)

$

53,055

 

2020

 

179,549

 

2021

 

149,980

 

2022

 

121,431

 

2023

 

97,522

 

Thereafter

 

383,107

 

Total future amortization expense

$

984,644

 

 

15


8. Financing Arrangements

The following table summarizes all financing arrangements from the respective periods presented (in thousands):

 

 

June 30, 2019

 

 

September 30, 2018

 

 

June 30, 2018

 

Revolving Lines of Credit

 

 

 

 

 

 

 

 

 

 

 

2023 ABL:

 

 

 

 

 

 

 

 

 

 

 

U.S. Revolver, expires January 20231

$

412,549

 

 

$

89,352

 

 

$

471,857

 

Canada Revolver, expires January 20232

 

11,462

 

 

 

3,090

 

 

 

10,632

 

Current portion

 

-

 

 

 

-

 

 

 

-

 

Borrowings under revolving lines of credit, net

$

424,011

 

 

$

92,442

 

 

$

482,489

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt, net

 

 

 

 

 

 

 

 

 

 

 

Term Loans:

 

 

 

 

 

 

 

 

 

 

 

Term Loan, matures January 20253

$

927,582

 

 

$

930,726

 

 

$

931,332

 

Current portion

 

(9,700

)

 

 

(9,700

)

 

 

(9,700

)

Long-term borrowings under term loans

 

917,882

 

 

 

921,026

 

 

 

921,632

 

Senior Notes:

 

 

 

 

 

 

 

 

 

 

 

Senior Notes, mature October 20234

 

294,566

 

 

 

293,607

 

 

 

293,287

 

Senior Notes, mature November 20255

 

1,282,200

 

 

 

1,280,092

 

 

 

1,279,389

 

Current portion

 

-

 

 

 

-

 

 

 

-

 

Long-term borrowings under senior notes

 

1,576,766

 

 

 

1,573,699

 

 

 

1,572,676

 

Long-term debt, net

$

2,494,648

 

 

$

2,494,725

 

 

$

2,494,308

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment Financing Facilities and Other

 

 

 

 

 

 

 

 

 

 

 

Equipment financing facilities, various maturities through September 20216

$

7,981

 

 

$

11,222

 

 

$

12,288

 

Capital lease obligations, various maturities through November 20217

 

8,017

 

 

 

12,378

 

 

 

13,705

 

Current portion

 

(9,666

)

 

 

(9,961

)

 

 

(10,014

)

Long-term obligations under equipment financing and other, net

$

6,332

 

 

$

13,639

 

 

$

15,979

 

____________________________________________________________ 

1

Effective rate on borrowings of 3.98%, 3.36% and 3.78% as of June 30, 2019, September 30, 2018 and June 30, 2018, respectively.

2

Effective rate on borrowings of 4.45%, 3.95% and 3.95% as of June 30, 2019, September 30, 2018 and June 30, 2018, respectively.

3

Interest rate of 4.75%, 4.53% and 4.35% as of June 30, 2019, September 30, 2018 and June 30, 2018, respectively.

4

Interest rate of 6.38% for all periods presented.

5

Interest rate of 4.88% for all periods presented.

6

Fixed interest rates ranging from 2.33% to 2.89% for all periods presented.

7

Fixed interest rates ranging from 2.72% to 10.39% for all periods presented.

Financing - Allied Acquisition

In connection with the Allied Acquisition, the Company entered into various financing arrangements totaling $3.57 billion, including an asset-based revolving line of credit of $1.30 billion (“2023 ABL”), $525.0 million of which was drawn at closing, and a $970.0 million term loan (“2025 Term Loan”). The Company also raised an additional $1.30 billion through the issuance of senior notes (the “2025 Senior Notes”).

The proceeds from these financing arrangements were used to finance the Allied Acquisition, to refinance or otherwise extinguish all third-party indebtedness, to pay fees and expenses associated with the acquisition, and to provide working capital and funds for other general corporate purposes. The Company capitalized new debt issuance costs totaling approximately $65.3 million related to the 2023 ABL, the 2025 Term Loan and the 2025 Senior Notes.

Since the financing arrangements entered into in connection with the Allied Acquisition had certain lenders who also participated in previous financing arrangements entered into by the Company, portions of the transactions were accounted for as either a debt modification or a debt extinguishment. In accordance with the accounting for debt modification, the Company expensed $2.0 million of debt issuance costs related to the Allied financing arrangements and recognized a loss on debt extinguishment of $1.7 million. The remainder of the debt issuance costs will be amortized over the term of the Allied financing arrangements.

16


2023 ABL

On January 2, 2018, the Company entered into a $1.30 billion asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2023 ABL consists of revolving loans in both the United States (“2023 U.S. Revolver”) in the amount of $1.20 billion and Canada (“2023 Canada Revolver”) in the amount of $100.0 million. The 2023 ABL has a maturity date of January 2, 2023. The 2023 ABL has various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The current unused commitment fees on the 2023 ABL are 0.25% per annum.

There is one financial covenant under the 2023 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 (both 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 Company was in compliance with this covenant as of June 30, 2019.

The 2023 ABL is secured by a first priority lien over substantially all of the Company’s and each guarantor’s accounts, chattel paper, deposit accounts, books, records and inventory (as well as intangibles related thereto), subject to certain customary exceptions (the “ABL Priority Collateral”), and a second priority lien over substantially all of the Company’s and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Company or any guarantor, subject to certain customary exceptions (the “Term Priority Collateral”). The 2023 ABL is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of June 30, 2019, the total balance outstanding on the 2023 ABL, net of $8.8 million of unamortized debt issuance costs, was $424.0 million. The Company also has outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $13.3 million as of June 30, 2019.

2025 Term Loan

On January 2, 2018, the Company entered into a $970.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2025 Term Loan requires quarterly principal payments in the amount of $2.4 million, with the remaining outstanding principal to be paid on its January 2, 2025 maturity date. The interest rate 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.

The 2025 Term Loan is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets will not be included in the Term Priority Collateral and the ABL Priority Collateral. The Term Loan is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of June 30, 2019, the outstanding balance on the 2025 Term Loan, net of $30.3 million of unamortized debt issuance costs, was $927.6 million.

2025 Senior Notes

On October 25, 2017, 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 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. The Company anticipates repaying the 2025 Senior Notes at the maturity date of November 1, 2025. 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.

Upon closing of the Allied Acquisition on January 2, 2018, (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 June 30, 2019, the outstanding balance on the 2025 Senior Notes, net of $17.8 million of unamortized debt issuance costs, was $1.28 billion.

Financing - RSG Acquisition

In connection with the Roofing Supply Group (“RSG”) acquisition in fiscal year 2016, the Company entered into various financing arrangements totaling $1.45 billion, including an asset-based revolving line of credit (“2020 ABL”) of $700.0 million ($350.0 million of which was drawn at closing) and a $450.0 million term loan (“2022 Term Loan”). The Company also raised an additional $300.0 million through the issuance of senior notes (the “2023 Senior Notes”).

17


The proceeds from these financing arrangements were used to provide working capital and funds for other general corporate purposes, to refinance or otherwise extinguish all third-party indebtedness, to finance the acquisition, and to pay fees and expenses associated with the RSG acquisition. The Company incurred debt issuance costs totaling approximately $31.3 million related to the 2020 ABL, 2022 Term Loan and 2023 Senior Notes.

2020 ABL

On October 1, 2015, the Company entered into a $700.0 million asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2020 ABL had an original maturity date of October 1, 2020 and consisted of revolving loans in both the United States, in the amount of $670.0 million, and Canada, in the amount of $30.0 million. The 2020 ABL had various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The full balance of the 2020 ABL was paid on January 2, 2018 in conjunction with the Allied Acquisition.

2022 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 2022 Term Loan required quarterly principal payments in the amount of $1.1 million, with the remaining outstanding principal to be paid on its original maturity date of October 1, 2022. The interest rate was based on a LIBOR rate (with a floor) plus a fixed spread. The Company had the option of selecting a LIBOR period that determined the rate at which interest would accrue, as well as the period in which interest payments are made. The full balance of the 2022 Term Loan was paid on January 2, 2018 in conjunction with the Allied Acquisition, including the write-off of $0.7 million in debt issuance costs.

2023 Senior Notes

On October 1, 2015, the Company raised $300.0 million by issuing senior notes due 2023. 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. The Company anticipates repaying the notes at the maturity date of October 1, 2023.

The 2023 Senior Notes are guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of June 30, 2019, the outstanding balance on the 2023 Senior Notes, net of $5.4 million of unamortized debt issuance costs, was $294.6 million.

Equipment Financing Facilities and Other

As of June 30, 2019, the Company had $8.0 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 2.89% and payments due through September 2021.

As of June 30, 2019, the Company had $8.0 million of capital lease obligations outstanding. These leases have interest rates ranging from 2.72% to 10.39% with payments due through November 2021.

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.

At June 30, 2019, the minimum rental commitments under all non-cancelable operating leases with initial or remaining terms of more than one year were as follows (in thousands):

Year Ending September 30,

 

 

 

 

2019 (July - Sept)

 

$

28,015

 

2020

 

 

109,780

 

2021

 

 

100,696

 

2022

 

 

83,157

 

2023

 

 

66,437

 

Thereafter

 

 

156,176

 

Total minimum lease payments

 

$

544,261

 

18


For the three months ended June 30, 2019 and 2018, rent expense was $27.4 million and $27.7 million, respectively. For the nine months ended June 30, 2019 and 2018, rent expense was $82.8 million and $71.4 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.

10. Geographic Data

The following table summarizes certain geographic information for the periods presented (in thousands):

 

 

June 30, 2019

 

 

September 30, 2018

 

 

June 30, 2018

 

Long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

1,242,767

 

 

$

1,409,742

 

 

$

1,455,771

 

Canada

 

12,161

 

 

 

13,224

 

 

 

12,403

 

Total long-lived assets

$

1,254,928

 

 

$

1,422,966

 

 

$

1,468,174

 

 

11. Accumulated Other Comprehensive Income (Loss)

Other comprehensive income (loss) is composed of certain gains and losses that are excluded from net income under GAAP and instead recorded as a separate element of stockholders’ equity. For the three and nine months ended June 30, 2019, the change in accumulated other comprehensive income (loss) was $1.5 million and $(0.8) million, respectively, and composed solely of foreign currency translation effects. There were no reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended June 30, 2019.

12. Fair Value Measurement

As of June 30, 2019, 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 June 30, 2019, based upon recent trading prices (Level 2), the fair value of the Company’s $300.0 million Senior Notes due in 2023 was $312.4 million and the fair value of the $1.30 billion Senior Notes due 2025 was $1.29 billion.

As of June 30, 2019, the fair value of the Company’s term loan and revolving asset-based line of credit 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).

13. Supplemental Guarantor Information

The 2023 Senior Notes and 2025 Senior Notes are guaranteed jointly and severally by all 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.

19


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Balance Sheets

(Unaudited; In thousands)

 

 

 

June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

-

 

 

$

26,414

 

 

$

1,315

 

 

$

-

 

 

$

27,729

 

Accounts receivable, net

 

-

 

 

 

1,042,678

 

 

 

37,553

 

 

 

(1,140

)

 

 

1,079,091

 

Inventories, net

 

-

 

 

 

1,088,619

 

 

 

35,444

 

 

 

-

 

 

 

1,124,063

 

Prepaid expenses and other current assets

 

47,774

 

 

 

306,015

 

 

 

8,042

 

 

 

-

 

 

 

361,831

 

Total current assets

 

47,774

 

 

 

2,463,726

 

 

 

82,354

 

 

 

(1,140

)

 

 

2,592,714

 

Intercompany receivable, net

 

-

 

 

 

1,589,058

 

 

 

-

 

 

 

(1,589,058

)

 

 

-

 

Investments in consolidated subsidiaries

 

6,282,509

 

 

 

-

 

 

 

-

 

 

 

(6,282,509

)

 

 

-

 

Deferred income taxes, net

 

20,417

 

 

 

-

 

 

 

-

 

 

 

(20,417

)

 

 

-

 

Property and equipment, net

 

25,608

 

 

 

233,175

 

 

 

10,258

 

 

 

-

 

 

 

269,041

 

Goodwill

 

-

 

 

 

2,461,212

 

 

 

29,728

 

 

 

-

 

 

 

2,490,940

 

Intangibles, net

 

-

 

 

$

1,175,790

 

 

 

1,904

 

 

 

-

 

 

 

1,177,694

 

Other assets, net

 

1,243

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,243

 

Total assets

$

6,377,551

 

 

$

7,922,961

 

 

$

124,244

 

 

$

(7,893,124

)

 

$

6,531,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

31,028

 

 

$

606,981

 

 

$

6,542

 

 

$

(1,140

)

 

$

643,411

 

Accrued expenses

 

56,112

 

 

 

516,895

 

 

 

17,749

 

 

 

-

 

 

 

590,756

 

Current portions of long-term debt/obligations

 

9,700

 

 

 

9,666

 

 

 

-

 

 

 

-

 

 

 

19,366

 

Total current liabilities

 

96,840

 

 

 

1,133,542

 

 

 

24,291

 

 

 

(1,140

)

 

 

1,253,533

 

Intercompany payable, net

 

1,548,487

 

 

 

-

 

 

 

40,571

 

 

 

(1,589,058

)

 

 

-

 

Borrowings under revolving lines of credit, net

 

-

 

 

 

412,549

 

 

 

11,462

 

 

 

-

 

 

 

424,011

 

Long-term debt, net

 

2,494,648

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,494,648

 

Deferred income taxes, net

 

-

 

 

 

130,083

 

 

 

514

 

 

 

(20,417

)

 

 

110,180

 

Long-term obligations under equipment financing and other, net

 

-

 

 

 

6,332

 

 

 

-

 

 

 

-

 

 

 

6,332

 

Other long-term liabilities

 

-

 

 

 

5,269

 

 

 

83

 

 

 

-

 

 

 

5,352

 

Total liabilities

 

4,139,975

 

 

 

1,687,775

 

 

 

76,921

 

 

 

(1,610,615

)

 

 

4,294,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

399,195

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

399,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

1,838,381

 

 

 

6,235,186

 

 

 

47,323

 

 

 

(6,282,509

)

 

 

1,838,381

 

Total liabilities and stockholders' equity

$

6,377,551

 

 

$

7,922,961

 

 

$

124,244

 

 

$

(7,893,124

)

 

$

6,531,632

 

 

20


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Balance Sheets

(Unaudited; In thousands)

 

 

 

September 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

-

 

 

$

136,499

 

 

$

1,959

 

 

$

(8,531

)

 

$

129,927

 

Accounts receivable, net

 

-

 

 

 

1,051,410

 

 

 

40,262

 

 

 

(1,139

)

 

 

1,090,533

 

Inventories, net

 

-

 

 

 

907,605

 

 

 

28,442

 

 

 

-

 

 

 

936,047

 

Prepaid expenses and other current assets

 

23,711

 

 

 

214,011

 

 

 

6,638

 

 

 

-

 

 

 

244,360

 

Total current assets

 

23,711

 

 

 

2,309,525

 

 

 

77,301

 

 

 

(9,670

)

 

 

2,400,867

 

Intercompany receivable, net

 

-

 

 

 

1,361,615

 

 

 

-

 

 

 

(1,361,615

)

 

 

-

 

Investments in consolidated subsidiaries

 

6,109,325

 

 

 

-

 

 

 

-

 

 

 

(6,109,325

)

 

 

-

 

Deferred income taxes, net

 

22,475

 

 

 

-

 

 

 

-

 

 

 

(22,475

)

 

 

-

 

Property and equipment, net

 

18,929

 

 

 

250,517

 

 

 

10,961

 

 

 

-

 

 

 

280,407

 

Goodwill

 

-

 

 

 

2,461,725

 

 

 

30,054

 

 

 

-

 

 

 

2,491,779

 

Intangibles, net

 

-

 

 

 

1,332,104

 

 

 

2,262

 

 

 

-

 

 

 

1,334,366

 

Other assets, net

 

1,243

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,243

 

Total assets

$

6,175,683

 

 

$

7,715,486

 

 

$

120,578

 

 

$

(7,503,085

)

 

$

6,508,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

24,154

 

 

$

843,907

 

 

$

22,482

 

 

$

(9,671

)

 

$

880,872

 

Accrued expenses

 

41,448

 

 

 

564,331

 

 

 

5,760

 

 

 

-

 

 

 

611,539

 

Current portions of long-term debt/obligations

 

9,700

 

 

 

9,961

 

 

 

-

 

 

 

-

 

 

 

19,661

 

Total current liabilities

 

75,302

 

 

 

1,418,199

 

 

 

28,242

 

 

 

(9,671

)

 

 

1,512,072

 

Intercompany payable, net

 

1,322,156

 

 

 

-

 

 

 

39,459

 

 

 

(1,361,615

)

 

 

-

 

Borrowings under revolving lines of credit, net

 

-

 

 

 

89,352

 

 

 

3,090

 

 

 

-

 

 

 

92,442

 

Long-term debt, net

 

2,494,725

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,494,725

 

Deferred income taxes, net

 

-

 

 

 

128,846

 

 

 

622

 

 

 

(22,474

)

 

 

106,994

 

Long-term obligations under equipment financing and other, net

 

-

 

 

 

13,639

 

 

 

-

 

 

 

-

 

 

 

13,639

 

Other long-term liabilities

 

-

 

 

 

5,207

 

 

 

83

 

 

 

-

 

 

 

5,290

 

Total liabilities

 

3,892,183

 

 

 

1,655,243

 

 

 

71,496

 

 

 

(1,393,760

)

 

 

4,225,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

399,195

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

399,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

1,884,305

 

 

 

6,060,243

 

 

 

49,082

 

 

 

(6,109,325

)

 

 

1,884,305

 

Total liabilities and stockholders' equity

$

6,175,683

 

 

$

7,715,486

 

 

$

120,578

 

 

$

(7,503,085

)

 

$

6,508,662

 

 

21


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Balance Sheets

(Unaudited; In thousands)

 

 

 

June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

-

 

 

$

50,563

 

 

$

3,698

 

 

$

(26,710

)

 

$

27,551

 

Accounts receivable, net

 

-

 

 

 

1,046,751

 

 

 

32,277

 

 

 

(1,140

)

 

 

1,077,888

 

Inventories, net

 

-

 

 

 

1,132,228

 

 

 

33,161

 

 

 

-

 

 

 

1,165,389

 

Prepaid expenses and other current assets

 

44,662

 

 

 

286,478

 

 

 

6,449

 

 

 

-

 

 

 

337,589

 

Total current assets

 

44,662

 

 

 

2,516,020

 

 

 

75,585

 

 

 

(27,850

)

 

 

2,608,417

 

Intercompany receivable, net

 

-

 

 

 

1,290,785

 

 

 

-

 

 

 

(1,290,785

)

 

 

-

 

Investments in consolidated subsidiaries

 

5,981,419

 

 

 

-

 

 

 

-

 

 

 

(5,981,419

)

 

 

-

 

Deferred income taxes, net

 

19,702

 

 

 

-

 

 

 

-

 

 

 

(19,702

)

 

 

-

 

Property and equipment, net

 

14,046

 

 

 

264,610

 

 

 

10,052

 

 

 

-

 

 

 

288,708

 

Goodwill

 

-

 

 

 

2,291,635

 

 

 

29,545

 

 

 

-

 

 

 

2,321,180

 

Intangibles, net

 

-

 

 

 

1,368,653

 

 

 

2,352

 

 

 

-

 

 

 

1,371,005

 

Other assets, net

 

1,242

 

 

 

269

 

 

 

-

 

 

 

-

 

 

 

1,511

 

Total assets

$

6,061,071

 

 

$

7,731,972

 

 

$

117,534

 

 

$

(7,319,756

)

 

$

6,590,821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

42,884

 

 

$

688,336

 

 

$

16,316

 

 

$

(27,850

)

 

$

719,686

 

Accrued expenses

 

24,416

 

 

 

490,987

 

 

 

5,549

 

 

 

-

 

 

 

520,952

 

Current portions of long-term debt/obligations

 

9,700

 

 

 

10,014

 

 

 

-

 

 

 

-

 

 

 

19,714

 

Total current liabilities

 

77,000

 

 

 

1,189,337

 

 

 

21,865

 

 

 

(27,850

)

 

 

1,260,352

 

Intercompany payable, net

 

1,251,503

 

 

 

-

 

 

 

39,282

 

 

 

(1,290,785

)

 

 

-

 

Borrowings under revolving lines of credit

 

-

 

 

 

471,857

 

 

 

10,632

 

 

 

-

 

 

 

482,489

 

Long-term debt, net

 

2,494,308

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,494,308

 

Deferred income taxes, net

 

-

 

 

 

113,454

 

 

 

176

 

 

 

(19,702

)

 

 

93,928

 

Long-term obligations under equipment financing and other, net

 

-

 

 

 

15,979

 

 

 

-

 

 

 

-

 

 

 

15,979

 

Other long-term liabilities

 

814

 

 

 

5,428

 

 

 

77

 

 

 

-

 

 

 

6,319

 

Total liabilities

 

3,823,625

 

 

 

1,796,055

 

 

 

72,032

 

 

 

(1,338,337

)

 

 

4,353,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

399,195

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

399,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

1,838,251

 

 

 

5,935,917

 

 

 

45,502

 

 

 

(5,981,419

)

 

 

1,838,251

 

Total liabilities and stockholders' equity

$

6,061,071

 

 

$

7,731,972

 

 

$

117,534

 

 

$

(7,319,756

)

 

$

6,590,821

 

 

22


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Statements of Operations

(Unaudited; In thousands)

 

 

 

Three Months Ended June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor Subsidiaries

 

 

Eliminations and Other

 

 

Consolidated

 

Net sales

$

-

 

 

$

1,870,923

 

 

$

53,611

 

 

$

-

 

 

$

1,924,534

 

Cost of products sold

 

-

 

 

 

1,409,632

 

 

 

42,366

 

 

 

-

 

 

 

1,451,998

 

Gross profit

 

-

 

 

 

461,291

 

 

 

11,245

 

 

 

-

 

 

 

472,536

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

1,377

 

 

 

319,666

 

 

 

7,784

 

 

 

-

 

 

 

328,827

 

Depreciation

 

1,243

 

 

 

16,034

 

 

 

454

 

 

 

-

 

 

 

17,731

 

Amortization

 

-

 

 

 

51,616

 

 

 

108

 

 

 

-

 

 

 

51,724

 

Total operating expense

 

2,620

 

 

 

387,316

 

 

 

8,346

 

 

 

-

 

 

 

398,282

 

Intercompany charges (income)

 

(3,566

)

 

 

3,566

 

 

 

-

 

 

 

-

 

 

 

-

 

Income (loss) from operations

 

946

 

 

 

70,409

 

 

 

2,899

 

 

 

-

 

 

 

74,254

 

Interest expense, financing costs, and other

 

41,332

 

 

 

(2,457

)

 

 

(786

)

 

 

-

 

 

 

38,089

 

Intercompany interest expense (income)

 

(17,558

)

 

 

17,181

 

 

 

377

 

 

 

-

 

 

 

-

 

Income (loss) before provision for income taxes

 

(22,828

)

 

 

55,685

 

 

 

3,308

 

 

 

-

 

 

 

36,165

 

Provision for (benefit from) income taxes

 

(13,241

)

 

 

17,490

 

 

 

929

 

 

 

-

 

 

 

5,178

 

Income (loss) before equity in net income of subsidiaries

 

(9,587

)

 

 

38,195

 

 

 

2,379

 

 

 

-

 

 

 

30,987

 

Equity in net income of subsidiaries

 

40,574

 

 

 

-

 

 

 

-

 

 

 

(40,574

)

 

 

-

 

Net income (loss)

$

30,987

 

 

$

38,195

 

 

$

2,379

 

 

$

(40,574

)

 

$

30,987

 

 

 

 

 

Three Months Ended June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor Subsidiaries

 

 

Eliminations and Other

 

 

Consolidated

 

Net sales

$

-

 

 

$

1,883,249

 

 

$

51,702

 

 

$

-

 

 

$

1,934,951

 

Cost of products sold

 

-

 

 

 

1,401,045

 

 

 

40,012

 

 

 

-

 

 

 

1,441,057

 

Gross profit

 

-

 

 

 

482,204

 

 

 

11,690

 

 

 

-

 

 

 

493,894

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

1,776

 

 

 

313,034

 

 

 

8,384

 

 

 

-

 

 

 

323,194

 

Depreciation

 

411

 

 

 

14,967

 

 

 

433

 

 

 

-

 

 

 

15,811

 

Amortization

 

-

 

 

 

49,947

 

 

 

129

 

 

 

-

 

 

 

50,076

 

Total operating expense

 

2,187

 

 

 

377,948

 

 

 

8,946

 

 

 

-

 

 

 

389,081

 

Intercompany charges (income)

 

(7,521

)

 

 

7,521

 

 

 

-

 

 

 

-

 

 

 

-

 

Income (loss) from operations

 

5,334

 

 

 

96,735

 

 

 

2,744

 

 

 

-

 

 

 

104,813

 

Interest expense, financing costs, and other

 

33,416

 

 

 

3,594

 

 

 

338

 

 

 

-

 

 

 

37,348

 

Intercompany interest expense (income)

 

(6,809

)

 

 

6,427

 

 

 

382

 

 

 

-

 

 

 

-

 

Income (loss) before provision for income taxes

 

(21,273

)

 

 

86,714

 

 

 

2,024

 

 

 

-

 

 

 

67,465

 

Provision for (benefit from) income taxes

 

(6,848

)

 

 

24,356

 

 

 

582

 

 

 

-

 

 

 

18,090

 

Income (loss) before equity in net income of subsidiaries

 

(14,425

)

 

 

62,358

 

 

 

1,442

 

 

 

-

 

 

 

49,375

 

Equity in net income of subsidiaries

 

63,800

 

 

 

-

 

 

 

-

 

 

 

(63,800

)

 

 

-

 

Net income (loss)

$

49,375

 

 

$

62,358

 

 

$

1,442

 

 

$

(63,800

)

 

$

49,375

 

 

 

23


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Statements of Operations

(Unaudited; In thousands)

 

 

 

Nine Months Ended June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net sales

$

-

 

 

$

4,956,220

 

 

$

119,027

 

 

$

-

 

 

$

5,075,247

 

Cost of products sold

 

-

 

 

 

3,737,845

 

 

 

94,309

 

 

 

-

 

 

 

3,832,154

 

Gross profit

 

-

 

 

 

1,218,375

 

 

 

24,718

 

 

 

-

 

 

 

1,243,093

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

15,572

 

 

 

938,044

 

 

 

23,312

 

 

 

-

 

 

 

976,928

 

Depreciation

 

2,743

 

 

 

48,648

 

 

 

1,388

 

 

 

-

 

 

 

52,779

 

Amortization

 

-

 

 

 

155,180

 

 

 

328

 

 

 

-

 

 

 

155,508

 

Total operating expense

 

18,315

 

 

 

1,141,872

 

 

 

25,028

 

 

 

-

 

 

 

1,185,215

 

Intercompany charges (income)

 

(17,110

)

 

 

17,110

 

 

 

-

 

 

 

-

 

 

 

-

 

Income (loss) from operations

 

(1,205

)

 

 

59,393

 

 

 

(310

)

 

 

-

 

 

 

57,878

 

Interest expense, financing costs, and other

 

103,574

 

 

 

13,503

 

 

 

(175

)

 

 

-

 

 

 

116,902

 

Intercompany interest expense (income)

 

(28,447

)

 

 

27,306

 

 

 

1,141

 

 

 

-

 

 

 

-

 

Income (loss) before provision for income taxes

 

(76,332

)

 

 

18,584

 

 

 

(1,276

)

 

 

-

 

 

 

(59,024

)

Provision for (benefit from) income taxes

 

(28,280

)

 

 

7,614

 

 

 

(366

)

 

 

-

 

 

 

(21,032

)

Income (loss) before equity in net income of subsidiaries

 

(48,052

)

 

 

10,970

 

 

 

(910

)

 

 

-

 

 

 

(37,992

)

Equity in net income of subsidiaries

 

10,060

 

 

 

-

 

 

 

-

 

 

 

(10,060

)

 

 

-

 

Net income (loss)

$

(37,992

)

 

$

10,970

 

 

$

(910

)

 

$

(10,060

)

 

$

(37,992

)

 

 

 

 

Nine Months Ended June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net sales

$

-

 

 

$

4,364,128

 

 

$

118,427

 

 

$

-

 

 

$

4,482,555

 

Cost of products sold

 

-

 

 

 

3,288,086

 

 

 

92,445

 

 

 

-

 

 

 

3,380,531

 

Gross profit

 

-

 

 

 

1,076,042

 

 

 

25,982

 

 

 

-

 

 

 

1,102,024

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

4,315

 

 

 

828,987

 

 

 

25,232

 

 

 

-

 

 

 

858,534

 

Depreciation

 

1,310

 

 

 

39,015

 

 

 

1,315

 

 

 

-

 

 

 

41,640

 

Amortization

 

-

 

 

 

104,946

 

 

 

393

 

 

 

-

 

 

 

105,339

 

Total operating expense

 

5,625

 

 

 

972,948

 

 

 

26,940

 

 

 

-

 

 

 

1,005,513

 

Intercompany charges (income)

 

(8,105

)

 

 

8,105

 

 

 

-

 

 

 

-

 

 

 

-

 

Income (loss) from operations

 

2,480

 

 

 

94,989

 

 

 

(958

)

 

 

-

 

 

 

96,511

 

Interest expense, financing costs, and other

 

90,712

 

 

 

8,226

 

 

 

548

 

 

 

-

 

 

 

99,486

 

Intercompany interest expense (income)

 

(17,698

)

 

 

16,552

 

 

 

1,146

 

 

 

-

 

 

 

-

 

Income (loss) before provision for income taxes

 

(70,534

)

 

 

70,211

 

 

 

(2,652

)

 

 

-

 

 

 

(2,975

)

Provision for (benefit from) income taxes

 

(11,796

)

 

 

(40,891

)

 

 

(604

)

 

 

-

 

 

 

(53,291

)

Income (loss) before equity in net income of subsidiaries

 

(58,738

)

 

 

111,102

 

 

 

(2,048

)

 

 

-

 

 

 

50,316

 

Equity in net income of subsidiaries

 

109,054

 

 

 

-

 

 

 

-

 

 

 

(109,054

)

 

 

-

 

Net income (loss)

$

50,316

 

 

$

111,102

 

 

$

(2,048

)

 

$

(109,054

)

 

$

50,316

 

 

 

24


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Statements of Comprehensive Income

(Unaudited; In thousands)

 

 

 

Three Months Ended June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor Subsidiaries

 

 

Eliminations and Other

 

 

Consolidated

 

Net income (loss)

$

30,987

 

 

$

38,195

 

 

$

2,379

 

 

$

(40,574

)

 

$

30,987

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

1,542

 

 

 

-

 

 

 

1,542

 

 

 

(1,542

)

 

 

1,542

 

Total other comprehensive income (loss)

 

1,542

 

 

 

-

 

 

 

1,542

 

 

 

(1,542

)

 

 

1,542

 

Comprehensive income (loss)

$

32,529

 

 

$

38,195

 

 

$

3,921

 

 

$

(42,116

)

 

$

32,529

 

 

 

 

 

Three Months Ended June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor Subsidiaries

 

 

Eliminations and Other

 

 

Consolidated

 

Net income (loss)

$

49,375

 

 

$

62,358

 

 

$

1,442

 

 

$

(63,800

)

 

$

49,375

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(1,535

)

 

 

-

 

 

 

(1,535

)

 

 

1,535

 

 

 

(1,535

)

Total other comprehensive income (loss)

 

(1,535

)

 

 

-

 

 

 

(1,535

)

 

 

1,535

 

 

 

(1,535

)

Comprehensive income (loss)

$

47,840

 

 

$

62,358

 

 

$

(93

)

 

$

(62,265

)

 

$

47,840

 

 

 

 

 

Nine Months Ended June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net income (loss)

$

(37,992

)

 

$

10,970

 

 

$

(910

)

 

$

(10,060

)

 

$

(37,992

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(848

)

 

 

-

 

 

 

(848

)

 

 

848

 

 

 

(848

)

Total other comprehensive income (loss)

 

(848

)

 

 

-

 

 

 

(848

)

 

 

848

 

 

 

(848

)

Comprehensive income (loss)

$

(38,840

)

 

$

10,970

 

 

$

(1,758

)

 

$

(9,212

)

 

$

(38,840

)

 

 

 

 

Nine Months Ended June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net income (loss)

$

50,316

 

 

$

111,102

 

 

$

(2,048

)

 

$

(109,054

)

 

$

50,316

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(3,506

)

 

 

-

 

 

 

(3,506

)

 

 

3,506

 

 

 

(3,506

)

Total other comprehensive income (loss)

 

(3,506

)

 

 

-

 

 

 

(3,506

)

 

 

3,506

 

 

 

(3,506

)

Comprehensive income (loss)

$

46,810

 

 

$

111,102

 

 

$

(5,554

)

 

$

(105,548

)

 

$

46,810

 

 

25


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Statements of Cash Flows

(Unaudited; In thousands)

 

 

 

 

Nine Months Ended June 30, 2019

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net cash provided by (used in) operating activities

$

(26,715

)

 

$

(166,414

)

 

$

(9,450

)

 

$

7,682

 

 

$

(194,897

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(11,612

)

 

 

(32,055

)

 

 

(670

)

 

 

-

 

 

 

(44,337

)

Acquisition of businesses, net

 

-

 

 

 

(163,973

)

 

 

-

 

 

 

-

 

 

 

(163,973

)

Proceeds from the sale of assets

 

4,077

 

 

 

2,110

 

 

 

13

 

 

 

-

 

 

 

6,200

 

Intercompany activity

 

61,510

 

 

 

-

 

 

 

-

 

 

 

(61,510

)

 

 

-

 

Net cash provided by (used in) investing activities

 

53,975

 

 

 

(193,918

)

 

 

(657

)

 

 

(61,510

)

 

 

(202,110

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under revolving lines of credit

 

-

 

 

 

1,701,300

 

 

 

33,176

 

 

 

-

 

 

 

1,734,476

 

Repayments under revolving lines of credit

 

-

 

 

 

(1,379,981

)

 

 

(24,855

)

 

 

-

 

 

 

(1,404,836

)

Repayments under term loan

 

(7,275

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,275

)

Repayments under equipment financing facilities and other

 

-

 

 

 

(7,602

)

 

 

-

 

 

 

-

 

 

 

(7,602

)

Payment of dividends on preferred stock

 

(18,000

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,000

)

Proceeds from issuance of common stock related to equity awards

 

1,654

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,654

 

Taxes paid related to net share settlement of equity awards

 

(3,639

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,639

)

Intercompany activity

 

-

 

 

 

(63,470

)

 

 

1,055

 

 

 

62,415

 

 

 

-

 

Net cash provided by (used in) financing activities

 

(27,260

)

 

 

250,247

 

 

 

9,376

 

 

 

62,415

 

 

 

294,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

-

 

 

 

-

 

 

 

87

 

 

 

(56

)

 

 

31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

-

 

 

 

(110,085

)

 

 

(644

)

 

 

8,531

 

 

 

(102,198

)

Cash and cash equivalents, beginning of period

 

-

 

 

 

136,499

 

 

 

1,959

 

 

 

(8,531

)

 

 

129,927

 

Cash and cash equivalents, end of period

$

-

 

 

$

26,414

 

 

$

1,315

 

 

$

-

 

 

$

27,729

 

26


BEACON ROOFING SUPPLY, INC.

Condensed Consolidating Statements of Cash Flows

(Unaudited; In thousands)

 

 

 

Nine Months Ended June 30, 2018

 

 

Parent

 

 

Guarantor

Subsidiaries

 

 

Non-

Guarantor

Subsidiaries

 

 

Eliminations

and Other

 

 

Consolidated

 

Net cash provided by (used in) operating activities

$

(68,803

)

 

$

93,178

 

 

$

(8,308

)

 

$

(17,086

)

 

$

(1,019

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(8,721

)

 

 

(24,901

)

 

 

(1,356

)

 

 

-

 

 

 

(34,978

)

Acquisition of businesses, net

 

(2,715,429

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,715,429

)

Proceeds from the sale of assets

 

-

 

 

 

724

 

 

 

26

 

 

 

-

 

 

 

750

 

Intercompany activity

 

628,948

 

 

 

-

 

 

 

-

 

 

 

(628,948

)

 

 

-

 

Net cash provided by (used in) investing activities

 

(2,095,202

)

 

 

(24,177

)

 

 

(1,330

)

 

 

(628,948

)

 

 

(2,749,657

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under revolving lines of credit

 

-

 

 

 

2,082,972

 

 

 

39,977

 

 

 

-

 

 

 

2,122,949

 

Repayments under revolving lines of credit

 

-

 

 

 

(1,599,839

)

 

 

(32,139

)

 

 

-

 

 

 

(1,631,978

)

Borrowings under term loan

 

970,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

970,000

 

Repayments under term loan

 

(443,425

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(443,425

)

Borrowings under senior notes

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

Payment of debt issuance costs

 

(58,266

)

 

 

(7,522

)

 

 

-

 

 

 

-

 

 

 

(65,788

)

Repayments under equipment financing facilities and other

 

-

 

 

 

(8,604

)

 

 

-

 

 

 

-

 

 

 

(8,604

)

Proceeds from issuance of convertible preferred stock

 

400,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

400,000

 

Payment of stock issuance costs

 

(1,279

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,279

)

Payment of dividends on preferred stock

 

(6,000

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,000

)

Proceeds from issuance of common stock related to equity awards

 

6,950

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,950

 

Taxes paid related to net share settlement of equity awards

 

(3,975

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,975

)

Intercompany activity

 

-

 

 

 

(635,244

)

 

 

2,789

 

 

 

632,455

 

 

 

-

 

Net cash provided by (used in) financing activities

 

2,164,005

 

 

 

(168,237

)

 

 

10,627

 

 

 

632,455

 

 

 

2,638,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

-

 

 

 

-

 

 

 

1,127

 

 

 

-

 

 

 

1,127

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

-

 

 

 

(99,236

)

 

 

2,116

 

 

 

(13,579

)

 

 

(110,699

)

Cash and cash equivalents, beginning of period

 

-

 

 

 

149,799

 

 

 

1,582

 

 

 

(13,131

)

 

 

138,250

 

Cash and cash equivalents, end of period

$

-

 

 

$

50,563

 

 

$

3,698

 

 

$

(26,710

)

 

$

27,551

 

 

 

27


Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis included in our 2018 Annual Report on Form 10-K and our Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this document. Unless otherwise indicated, references to “2019” refer to the three and nine months ended June 30, 2019 being discussed and references to “2018” refer to the three and nine months ended June 30, 2018 being discussed. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

Overview

We are the largest publicly traded distributor of residential and non-residential roofing materials in the United States and Canada. We also distribute complementary building products, including siding, windows, specialty exterior building products, insulation, waterproofing systems, wallboard and acoustical ceiling tiles. We are among the oldest and most established distributors in the industry. We purchase products from a large number of manufacturers and then distribute these goods to a customer base consisting of contractors and, to a lesser extent, general contractors, retailers, and building materials suppliers.

As of June 30, 2019, we operated 537 branches in 50 states throughout the United States and 6 provinces in Canada. We stock one of the most extensive assortments of high-quality branded products in the industry with approximately 90,000 SKUs available across our branch network, enabling us to deliver products to serve over 100,000 customers on a timely basis.

On January 2, 2018, we completed the acquisition of all the outstanding capital stock of Allied Building Products Corp. (“Allied”), a New Jersey Corporation (the “Allied Acquisition”), for approximately $2.625 billion, subject to working capital and other adjustments (the “Purchase Price”). As of June 30, 2019, the adjusted Purchase Price for Allied was $2.88 billion and purchase accounting entries were finalized. Headquartered in East Rutherford, New Jersey, Allied was one of the country’s largest exterior and interior building products distributors, distributing products across 208 locations in 31 states in the U.S. with a strong presence in New York, New Jersey, Florida, California, Hawaii and the upper Midwest at the time of the acquisition. We believe the acquisition of Allied was a strategically and financially compelling transaction that expanded our geographic footprint, enhanced our scale and market presence, diversified our product offerings, and positioned us to provide new growth opportunities that will increase our long-term profitability.

Effective execution of both our sales and operating plans enables us to grow beyond the relative strength of the markets we serve. Our business model is a bottom-up approach, where each of our branches uses its regional knowledge and experience to assist with the development of a marketing plan and product mix that is best suited for its respective market. Local alignment with overall strategic goals provides the foundation for significant ownership of results at the branch level. Our distinctive operational model and significant branch level autonomy differentiate us from the competition.

We provide our customers with industry-leading digital solutions, including Beacon Pro+, our innovative e-commerce portal, and Beacon 3D+, a dynamic modeling tool for our residential customers. These platforms help our customers save time, work more efficiently and grow their business. Additional value-added services we offer include, but are not limited to, job site delivery, custom designed tapered roofing systems, metal fabrication and trade credit. We consider customer relations and our employees’ knowledge of roofing and building materials to be vital to our ability to increase customer loyalty and maintain customer satisfaction. Our customers’ business success can be enhanced when they are supported by our efficient and effective distribution network. We invest significant resources in professional development, management skills, product knowledge and operational proficiency. We pride ourselves on providing these capabilities developed on a foundation of continuous improvement driving service excellence, productivity and efficiencies.

We seek opportunities to expand our business operations through both acquisitions and organic growth (opening branches, growing sales with existing customers, adding new customers and introducing new products). Our main acquisition strategy is to target market leaders that do business in geographic areas that we currently do not service or that complement our existing regional operations. In addition to our acquisition of Allied, our recent success in delivering on our growth strategy is highlighted by the following:

 

On May 1, 2018, we acquired Tri-State Builder’s Supply, a wholesale supplier of roofing, siding, windows, doors and related building products with 1 branch located in Duluth, Minnesota and annual sales of approximately $6 million.

 

On July 16, 2018, we acquired Atlas Supply, Inc., the Pacific Northwest’s leading distributor of sealants, coatings, adhesives and related waterproofing products, with 6 branches operating in Seattle, Tacoma, Spokane, and Mountlake Terrace in Washington, as well as locations in Portland, Oregon and Boise, Idaho, and annual sales of approximately $37 million.

28


In addition, we have opened seven new branches in fiscal year 2019, including locations in Huntsville, Alabama; Fresno, California; Ocala, Odessa, and Panama City, Florida; Reno, Nevada; and Plano, Texas. New branch locations allow us to penetrate deeper into our existing markets and establish a greater presence.

Results of Operations

Comparison of the Three Months Ended June 30, 2019 and 2018

The following tables set forth consolidated statement of operations data and such data as a percentage of total net sales for the periods presented (in thousands):

 

Three Months Ended June 30,

 

2019

 

2018

Net sales

$

1,924,534

 

 

$

1,934,951

 

Cost of products sold

 

1,451,998

 

 

 

1,441,057

 

Gross profit

 

472,536

 

 

 

493,894

 

Operating expense:

 

 

 

 

 

 

 

Selling, general and administrative

 

328,827

 

 

 

323,194

 

Depreciation

 

17,731

 

 

 

15,811

 

Amortization

 

51,724

 

 

 

50,076

 

Total operating expense

 

398,282

 

 

 

389,081

 

Income (loss) from operations

 

74,254

 

 

 

104,813

 

Interest expense, financing costs, and other

 

38,089

 

 

 

37,348

 

Income (loss) before provision for income taxes

 

36,165

 

 

 

67,465

 

Provision for (benefit from) income taxes

 

5,178

 

 

 

18,090

 

Net income (loss)

$

30,987

 

 

$

49,375

 

Dividends on preferred shares

 

6,000

 

 

 

6,000

 

Net income (loss) attributable to common shareholders

$

24,987

 

 

$

43,375

 

 

 

Three Months Ended June 30,

 

2019

 

2018

Net sales

 

100.0

%

 

 

100.0

%

Cost of products sold

 

75.4

%

 

 

74.5

%

Gross profit

 

24.6

%

 

 

25.5

%

Operating expense:

 

 

 

 

 

 

 

Selling, general and administrative

 

17.1

%

 

 

16.7

%

Depreciation

 

0.9

%

 

 

0.8

%

Amortization

 

2.7

%

 

 

2.6

%

Total operating expense

 

20.7

%

 

 

20.1

%

Income (loss) from operations

 

3.9

%

 

 

5.4

%

Interest expense, financing costs, and other

 

2.0

%

 

 

1.9

%

Income (loss) before provision for income taxes

 

1.9

%

 

 

3.5

%

Provision for (benefit from) income taxes

 

0.3

%

 

 

0.9

%

Net income (loss)

 

1.6

%

 

 

2.6

%

Dividends on preferred shares

 

0.3

%

 

 

0.4

%

Net income (loss) attributable to common shareholders

 

1.3

%

 

 

2.2

%

In managing our business, we consider all growth, including the opening of new branches, to be organic growth unless it results from an acquisition. When we refer to growth in existing markets or organic growth, we include growth from existing and newly opened branches but exclude growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period. We believe the existing market information is useful to investors because it helps explain organic growth or decline. When combined, our existing market information and acquired market information equal our consolidated company totals. When we refer to regions, we are referring to our geographic regions. When we refer to our net product costs, we are referring to our invoice cost less the impact of short-term buying programs (also referred to as “special buys”).

As of June 30, 2019, we had a total of 537 branches in operation. Our existing market calculations include the operating results of the 530 branches that meet our definition (7 branches were excluded because they were acquired after the start of the third quarter of fiscal year 2018).

29


The following table summarizes our results of operations by market type (existing and acquired) for the periods presented (in thousands):

 

Existing Markets

 

 

Acquired Markets

 

 

Consolidated

 

 

Three Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

1,910,625

 

 

$

1,932,463

 

 

$

13,909

 

 

$

2,488

 

 

$

1,924,534

 

 

$

1,934,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

468,602

 

 

$

493,246

 

 

$

3,934

 

 

$

648

 

 

$

472,536

 

 

$

493,894

 

Gross margin

 

24.5

%

 

 

25.5

%

 

 

28.3

%

 

 

26.0

%

 

 

24.6

%

 

 

25.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

$

326,020

 

 

$

322,788

 

 

$

2,807

 

 

$

406

 

 

$

328,827

 

 

$

323,194

 

Depreciation

 

17,664

 

 

 

15,764

 

 

 

67

 

 

 

47

 

 

 

17,731

 

 

 

15,811

 

Amortization

 

51,213

 

 

 

50,026

 

 

 

511

 

 

 

50

 

 

 

51,724

 

 

 

50,076

 

Operating expense1

$

394,897

 

 

$

388,578

 

 

$

3,385

 

 

$

503

 

 

$

398,282

 

 

$

389,081

 

Operating expense as a % of net sales

 

20.7

%

 

 

20.1

%

 

 

24.3

%

 

 

20.2

%

 

 

20.7

%

 

 

20.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

73,705

 

 

$

104,668

 

 

$

549

 

 

$

145

 

 

$

74,254

 

 

$

104,813

 

Operating margin

 

3.9

%

 

 

5.4

%

 

 

3.9

%

 

 

5.8

%

 

 

3.9

%

 

 

5.4

%

___________________________________________

1

Existing market operating expense for 2019 and 2018 includes $7.4 million ($4.9 million, net of taxes) and $10.0 million ($7.1 million, net of taxes), respectively, of acquisition costs and business restructuring costs.

Net Sales

Consolidated net sales decreased 0.5% to $1.92 billion in 2019, from $1.93 billion in 2018. Existing market net sales decreased 1.1% to $1.91 billion in 2019, from $1.93 billion in 2018. The year-over-year decrease in existing market net sales was mainly influenced by the following factors:

 

heavier rainfall levels in May and June across most regions;

partially offset by:

 

higher pricing across all major product lines; and

 

positive sales growth in the Southwest market.

Existing market net sales by geographical region increased (decreased) from 2018 to 2019 as follows: Northeast 1.4%; Mid-Atlantic (5.4%); Southeast (0.6%); Southwest 3.8%; Midwest (2.2%); West (3.2%); and Canada 3.7%.

We estimate the impact of inflation or deflation on our sales and gross profit by looking at changes in our average selling prices and gross margins (discussed below).

Product line net sales for our existing markets were as follows (in thousands):

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Net Sales

 

 

%

 

 

Net Sales

 

 

%

 

 

$

 

 

%

 

Residential roofing products

$

846,944

 

 

 

44.3

%

 

$

821,827

 

 

 

42.5

%

 

$

25,117

 

 

 

3.1

%

Non-residential roofing products

 

471,661

 

 

 

24.7

%

 

 

483,335

 

 

 

25.0

%

 

 

(11,674

)

 

 

(2.4

%)

Complementary building products

 

592,020

 

 

 

31.0

%

 

 

627,301

 

 

 

32.5

%

 

 

(35,281

)

 

 

(5.6

%)

Total existing market sales

$

1,910,625

 

 

 

100.0

%

 

$

1,932,463

 

 

 

100.0

%

 

$

(21,838

)

 

 

(1.1

%)

Acquired market net sales were $13.9 million in 2019. We recognized acquired market product line net sales of $1.3 million in residential roofing products, $12.2 million in complementary building products and immaterial sales in non-residential roofing products.

30


Gross Profit

Gross profit and gross margin for our consolidated and existing markets were as follows (in thousands):

 

Three Months Ended June 30,

 

 

Change1

 

 

2019

 

 

2018

 

 

$

 

 

%

 

Gross profit - consolidated

$

472,536

 

 

$

493,894

 

 

$

(21,358

)

 

 

(4.3

%)

Gross profit - existing markets

 

468,602

 

 

 

493,246

 

 

 

(24,644

)

 

 

(5.0

%)

Gross margin - consolidated

 

24.6

%

 

 

25.5

%

 

N/A

 

 

 

(0.9

%)

Gross margin - existing markets

 

24.5

%

 

 

25.5

%

 

N/A

 

 

 

(1.0

%)

___________________________________________________________

 

1 

Percentage changes for dollar amounts represent the ratable increase or decrease from period-to-period. Percentage changes for percentages represent the net period-to-period change in basis points.

 

Consolidated gross profit decreased 4.3% to $472.5 million in 2019, from $493.9 million in 2018. Existing market gross profit decreased 5.0% to $468.6 million in 2019, from $493.2 million in 2018.

Consolidated gross margin was 24.6% in 2019, down 0.9% from 25.5% in 2018. Existing market gross margin was 24.5% in 2019, down 1.0% from 25.5% in 2018. The year-over-year decrease in existing market gross margin was influenced by a product cost increase of approximately 3.5% and an unfavorable mix shift, partially offset by a price increase of approximately 3% across all product lines.

Consolidated gross margin and existing market gross margin were similar due to most branches being classified as existing market branches for the period. Consolidated direct sales (products shipped by our vendors directly to our customers), which typically have substantially lower gross margins (and operating expense) compared to our warehouse sales, represented 12.5% and 13.9% of our net sales in 2019 and 2018, respectively.

Operating Expense

Operating expense for consolidated and existing markets was as follows (in thousands):

 

Three Months Ended June 30,

 

 

Change1

 

 

2019

 

 

2018

 

 

$

 

 

%

 

Operating expense - consolidated

$

398,282

 

 

$

389,081

 

 

$

9,201

 

 

 

2.4

%

Operating expense - existing markets

 

394,897

 

 

 

388,578

 

 

 

6,319

 

 

 

1.6

%

% of net sales - consolidated

 

20.7

%

 

 

20.1

%

 

N/A

 

 

 

0.6

%

% of net sales - existing markets

 

20.7

%

 

 

20.1

%

 

N/A

 

 

 

0.6

%

 _________________________________________________________________

 

1 

Percentage changes for dollar amounts represent the ratable increase or decrease from period-to-period. Percentage changes for percentages represent the net period-to-period change in basis points.

 

Consolidated operating expense increased 2.4% to $398.3 million in 2019, from $389.1 million in 2018. Existing market operating expense increased 1.6% to $394.9 million in 2019, from $388.6 million in 2018. The year-over-year increase in existing market operating expense was mainly influenced by the following factors:

 

a net increase in payroll and employee benefit costs of $4.4 million, mainly due to annual merit increases;

 

an increase in depreciation expense of $1.9 million, mainly due to an accelerated run rate of depreciation expense related to assets acquired in the Allied Acquisition; and

 

an increase in general and administrative expenses of $1.8 million, mainly due to higher business insurance costs;

partially offset by:

 

an increase in gain on the sale of assets of $2.0 million.

Interest Expense, Financing Costs and Other

Interest expense, financing costs and other expense was $38.1 million in 2019, remaining relatively flat compared to $37.3 million in 2018.

31


Income Taxes

There was an income tax provision of $5.2 million in 2019, compared to $18.1 million in 2018. The decrease in income tax provision was mainly driven by a reduction in pre-tax book income of $31.3 million compared to 2018. The effective tax rate, excluding any discrete items, was 13.8% in 2019, compared to 29.5% in 2018. We expect our fiscal year 2019 effective tax rate, excluding any discrete items, will range from approximately 35.0% to 37.0%.

Net Income (Loss)/Net Income (Loss) Per Share

Net income (loss) was $31.0 million in 2019, compared to $49.4 million in 2018. There were $6.0 million of dividends on preferred shares in 2019 and 2018, making net income (loss) attributable to common shareholders of $25.0 million in 2019, compared to $43.4 million in 2018. We calculate net income (loss) per share by dividing net income (loss), less dividends on preferred shares and adjustments for participating securities, by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by utilizing the most dilutive result after applying and comparing the two-class method and if-converted method (see Note 5 in the Notes to Condensed Consolidated Financial Statements for further discussion).

The following table presents all the components utilized to calculate basic and diluted net income (loss) per share (in thousands, except share and per share amounts):

 

Three Months Ended June 30,

 

 

2019

 

 

2018

 

Net income (loss)

$

30,987

 

 

$

49,375

 

Dividends on preferred shares

 

6,000

 

 

 

6,000

 

Net income (loss) attributable to common shareholders

 

24,987

 

 

 

43,375

 

Undistributed income allocated to participating securities

 

(3,099

)

 

 

(5,406

)

Net income (loss) attributable to common shareholders - basic and diluted (if-converted method)

$

21,888

 

 

$

37,969

 

Undistributed income allocated to participating securities

 

3,099

 

 

 

5,406

 

Re-allocation of undistributed income to preferred shares

 

(3,068

)

 

 

(5,334

)

Net income (loss) attributable to common shareholders - diluted (two-class method)

$

21,919

 

 

$

38,041

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic

 

68,477,946

 

 

 

68,086,387

 

Effect of common share equivalents

 

787,438

 

 

 

1,061,756

 

Weighted-average common shares outstanding - diluted (if-converted and two-class method)

 

69,265,384

 

 

 

69,148,143

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

$

0.32

 

 

$

0.56

 

Net income (loss) per share - diluted (two-class method)

 

0.32

 

 

 

0.55

 

Net income (loss) per share - diluted (if-converted method)

 

0.32

 

 

 

0.55

 

 

32


Comparison of the Nine Months Ended June 30, 2019 and 2018

The following tables set forth consolidated statement of operations data and such data as a percentage of total net sales for the periods presented (in thousands):

 

Nine Months Ended June 30,

 

2019

 

2018

Net sales

$

5,075,247

 

 

$

4,482,555

 

Cost of products sold

 

3,832,154

 

 

 

3,380,531

 

Gross profit

 

1,243,093

 

 

 

1,102,024

 

Operating expense:

 

 

 

 

 

 

 

Selling, general and administrative

 

976,928

 

 

 

858,534

 

Depreciation

 

52,779

 

 

 

41,640

 

Amortization

 

155,508

 

 

 

105,339

 

Total operating expense

 

1,185,215

 

 

 

1,005,513

 

Income (loss) from operations

 

57,878

 

 

 

96,511

 

Interest expense, financing costs, and other

 

116,902

 

 

 

99,486

 

Income (loss) before provision for income taxes

 

(59,024

)

 

 

(2,975

)

Provision for (benefit from) income taxes

 

(21,032

)

 

 

(53,291

)

Net income (loss)

$

(37,992

)

 

$

50,316

 

Dividends on preferred shares

 

18,000

 

 

 

12,000

 

Net income (loss) attributable to common shareholders

$

(55,992

)

 

$

38,316

 

 

 

Nine Months Ended June 30,

 

2019

 

2018

Net sales

 

100.0

%

 

 

100.0

%

Cost of products sold

 

75.5

%

 

 

75.4

%

Gross profit

 

24.5

%

 

 

24.6

%

Operating expense:

 

 

 

 

 

 

 

Selling, general and administrative

 

19.3

%

 

 

19.2

%

Depreciation

 

1.0

%

 

 

0.9

%

Amortization

 

3.1

%

 

 

2.3

%

Total operating expense

 

23.4

%

 

 

22.4

%

Income (loss) from operations

 

1.1

%

 

 

2.2

%

Interest expense, financing costs, and other

 

2.3

%

 

 

2.2

%

Income (loss) before provision for income taxes

 

(1.2

%)

 

 

0.0

%

Provision for (benefit from) income taxes

 

(0.5

%)

 

 

(1.1

%)

Net income (loss)

 

(0.7

%)

 

 

1.1

%

Dividends on preferred shares

 

0.4

%

 

 

0.2

%

Net income (loss) attributable to common shareholders

 

(1.1

%)

 

 

0.9

%

In managing our business, we consider all growth, including the opening of new branches, to be organic growth unless it results from an acquisition. When we refer to growth in existing markets or organic growth, we include growth from existing and newly opened branches but exclude growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period. We believe the existing market information is useful to investors because it helps explain organic growth or decline. When combined, our existing market information and acquired market information equal our consolidated company totals. When we refer to regions, we are referring to our geographic regions. When we refer to our net product costs, we are referring to our invoice cost less the impact of short-term buying programs (also referred to as “special buys”).

As of June 30, 2019, we had a total of 537 branches in operation. Our existing market calculations include the operating results of the 325 branches that meet our definition (212 branches were excluded because they were acquired after the start of fiscal year 2018).

33


The following table summarizes our results of operations by market type (existing and acquired) for the periods presented (in thousands):

 

Existing Markets

 

 

Acquired Markets

 

 

Consolidated

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

2,961,392

 

 

$

2,933,600

 

 

$

2,113,855

 

 

$

1,548,955

 

 

$

5,075,247

 

 

$

4,482,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

681,415

 

 

$

703,431

 

 

$

561,678

 

 

$

398,593

 

 

$

1,243,093

 

 

$

1,102,024

 

Gross margin

 

23.0

%

 

 

24.0

%

 

 

26.6

%

 

 

25.7

%

 

 

24.5

%

 

 

24.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

$

556,330

 

 

$

555,112

 

 

$

420,598

 

 

$

303,422

 

 

$

976,928

 

 

$

858,534

 

Depreciation

 

27,182

 

 

 

23,178

 

 

 

25,597

 

 

 

18,462

 

 

 

52,779

 

 

 

41,640

 

Amortization

 

37,674

 

 

 

45,886

 

 

 

117,834

 

 

 

59,453

 

 

 

155,508

 

 

 

105,339

 

Operating expense1

$

621,186

 

 

$

624,176

 

 

$

564,029

 

 

$

381,337

 

 

$

1,185,215

 

 

$

1,005,513

 

Operating expense as a % of net sales

 

21.0

%

 

 

21.3

%

 

 

26.7

%

 

 

24.6

%

 

 

23.4

%

 

 

22.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

60,230

 

 

$

79,255

 

 

$

(2,352

)

 

$

17,256

 

 

$

57,878

 

 

$

96,511

 

Operating margin

 

2.0

%

 

 

2.7

%

 

 

(0.1

%)

 

 

1.1

%

 

 

1.1

%

 

 

2.2

%

___________________________________________

1  Existing market operating expense for 2019 and 2018 includes $23.0 million ($16.3 million, net of taxes) and $43.8 million ($31.0 million, net of taxes), respectively, of acquisition costs and business restructuring costs.

Net Sales

Consolidated net sales increased 13.2% to $5.08 billion in 2019, from $4.48 billion in 2018. Existing market net sales increased 0.9% to $2.96 billion in 2019, from $2.93 billion in 2018. The year-over-year increase in existing market net sales was mainly influenced by the following factors:

 

double-digit net sales growth in the Northeast and Mid-Atlantic markets;

 

stronger demand due to the impact of Hurricanes Florence and Michael; and

 

higher pricing across all major product lines;

partially offset by:

 

decreased storm-related demand in the Southwest, Midwest and West markets; and

 

heavier rainfall levels in 2019 across most regions.

Existing market net sales by geographical region increased (decreased) from 2018 to 2019 as follows: Northeast 10.6%; Mid-Atlantic 13.0%; Southeast 1.7%; Southwest (3.2%); Midwest (5.8%); West (13.2%); and Canada 0.5%.

We estimate the impact of inflation or deflation on our sales and gross profit by looking at changes in our average selling prices and gross margins (discussed below).

Product line net sales for our existing markets were as follows (in thousands):

 

Nine Months Ended June 30,

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Net Sales

 

 

%

 

 

Net Sales

 

 

%

 

 

$

 

 

%

 

Residential roofing products

$

1,571,512

 

 

 

53.0

%

 

$

1,513,880

 

 

 

51.6

%

 

$

57,632

 

 

 

3.8

%

Non-residential roofing products

 

843,062

 

 

 

28.5

%

 

 

868,354

 

 

 

29.6

%

 

 

(25,292

)

 

 

(2.9

%)

Complementary building products

 

546,818

 

 

 

18.5

%

 

 

551,366

 

 

 

18.8

%

 

 

(4,548

)

 

 

(0.8

%)

Total existing market sales

$

2,961,392

 

 

 

100.0

%

 

$

2,933,600

 

 

 

100.0

%

 

$

27,792

 

 

 

0.9

%

Acquired market net sales were $2.11 billion in 2019. We recognized acquired market product line net sales of $597.2 million in residential roofing products, $357.5 million in non-residential roofing products and $1,159.1 million in complementary building products.

34


Gross Profit

Gross profit and gross margin for our consolidated and existing markets were as follows (in thousands):

 

Nine Months Ended June 30,

 

 

Change1

 

 

2019

 

 

2018

 

 

$

 

 

%

 

Gross profit - consolidated

$

1,243,093

 

 

$

1,102,024

 

 

$

141,069

 

 

 

12.8

%

Gross profit - existing markets

 

681,415

 

 

 

703,431

 

 

 

(22,016

)

 

 

(3.1

%)

Gross margin - consolidated

 

24.5

%

 

 

24.6

%

 

N/A

 

 

 

(0.1

%)

Gross margin - existing markets

 

23.0

%

 

 

24.0

%

 

N/A

 

 

 

(1.0

%)

 ___________________________________________________________

 

1 

Percentage changes for dollar amounts represent the ratable increase or decrease from period-to-period. Percentage changes for percentages represent the net period-to-period change in basis points.

 

Consolidated gross profit increased 12.8% to $1.24 billion in 2019, from $1.10 billion in 2018. Existing market gross profit decreased 3.1% to $681.4 million in 2019, from $703.4 million in 2018.

Consolidated gross margin was 24.5% in 2019, down 0.1% from 24.6% in 2018. Existing market gross margin was 23.0% in 2019, down 1.0% from 24.0% in 2018. The year-over-year decrease in existing market gross margin was influenced by a product cost increase of approximately 5-6%, partially offset by a price increase of approximately 5% across all product lines.

Consolidated gross margin was higher than existing market gross margin due to the positive impact of recent acquisitions. Consolidated direct sales (products shipped by our vendors directly to our customers), which typically have substantially lower gross margins (and operating expense) compared to our warehouse sales, represented 12.6% and 13.7% of our net sales in 2019 and 2018, respectively.

Operating Expense

Operating expense for consolidated and existing markets was as follows (in thousands):

 

Nine Months Ended June 30,

 

 

Change1

 

 

2019

 

 

2018

 

 

$

 

 

%

 

Operating expense - consolidated

$

1,185,215

 

 

$

1,005,513

 

 

$

179,702

 

 

 

17.9

%

Operating expense - existing markets

 

621,186

 

 

 

624,176

 

 

 

(2,990

)

 

 

(0.5

%)

% of net sales - consolidated

 

23.4

%

 

 

22.4

%

 

N/A

 

 

 

1.0

%

% of net sales - existing markets

 

21.0

%

 

 

21.3

%

 

N/A

 

 

 

(0.3

%)

 _________________________________________________________________

 

1 

Percentage changes for dollar amounts represent the ratable increase or decrease from period-to-period. Percentage changes for percentages represent the net period-to-period change in basis points.

 

Consolidated operating expense increased 17.9% to $1.19 billion in 2019, from $1.01 billion in 2018. Existing market operating expense decreased 0.5% to $621.2 million in 2019, from $624.2 million in 2018. The year-over-year decrease in existing market operating expense was mainly influenced by the following factors:

 

a net decrease in general and administrative expense of $12.3 million, mainly due to higher incursion of acquisition-related costs in the prior period;

partially offset by:

 

an increase in payroll and employee benefit costs of $10.1 million, mainly due to annual merit increases.

Interest Expense, Financing Costs and Other

Interest expense, financing costs and other expense was $116.9 million in 2019, compared to $99.5 million in 2018. The increase was mainly driven by the additional interest costs related to a higher average outstanding debt balance over the comparative periods as a direct result of the Allied Acquisition.

Income Taxes

There was an income tax benefit of $21.0 million in 2019, compared to $53.3 million in 2018. The decrease in income tax benefit was mainly driven by the impact of the Tax Cuts and Jobs Act of 2017. In 2018, the Company remeasured its deferred tax assets and

35


liabilities based on the revised corporate tax rate, which was the primary driver of a $49.2 million net tax benefit for the period. The effective tax rate, excluding any discrete items, was 36.5% in 2019, compared to 29.5% in 2018. We expect our fiscal year 2019 effective tax rate, excluding any discrete items, will range from approximately 35.0% to 37.0%.

Net Income (Loss)/Net Income (Loss) Per Share

Net income (loss) was $(38.0) million in 2019, compared to $50.3 million in 2018. There were $18.0 million of dividends on preferred shares in 2019, compared to $12.0 million in 2018, making net income (loss) attributable to common shareholders of $(56.0) million in 2019, compared to $38.3 million in 2018. We calculate net income (loss) per share by dividing net income (loss), less dividends on preferred shares and adjustments for participating securities, by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by utilizing the most dilutive result after applying and comparing the two-class method and if-converted method (see Note 5 in the Notes to Condensed Consolidated Financial Statements for further discussion).

The following table presents the all the components utilized to calculate basic and diluted net income (loss) per share (in thousands, except share and per share amounts):

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

Net income (loss)

$

(37,992

)

 

$

50,316

 

Dividends on preferred shares

 

18,000

 

 

 

12,000

 

Net income (loss) attributable to common shareholders

 

(55,992

)

 

 

38,316

 

Undistributed income allocated to participating securities

 

-

 

 

 

(3,293

)

Net income (loss) attributable to common shareholders - basic and diluted (if-converted method)

$

(55,992

)

 

$

35,023

 

Undistributed income allocated to participating securities

 

-

 

 

 

3,293

 

Re-allocation of undistributed income to preferred shares

 

-

 

 

 

(3,238

)

Net income (loss) attributable to common shareholders - diluted (two-class method)

$

(55,992

)

 

$

35,078

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

68,391,882

 

 

 

67,976,980

 

Effect of common share equivalents

 

-

 

 

 

1,263,060

 

Weighted-average common shares outstanding - diluted (if-converted and two-class method)

 

68,391,882

 

 

 

69,240,040

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

$

(0.82

)

 

$

0.52

 

Net income (loss) per share - diluted (two-class method)

 

(0.82

)

 

 

0.51

 

Net income (loss) per share - diluted (if-converted method)

 

(0.82

)

 

 

0.51

 

 

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), specifically:

 

Adjusted Net Income (Loss)/Adjusted EPS

 

Adjusted EBITDA

We define Adjusted Net Income (Loss) as net income that excludes acquisition costs, business restructuring costs, and the effects of tax reform. Adjusted Net Income (Loss) per share or "Adjusted EPS" is calculated by dividing the Adjusted Net Income (Loss) for the period by the weighted-average diluted shares outstanding for the period after assuming the full conversion of the participating Preferred Stock.

We define Adjusted EBITDA as net income plus interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, acquisition costs, and business restructuring costs. EBITDA is a measure commonly used in the distribution industry, and we present Adjusted EBITDA to enhance your understanding of our operating performance.

We use these supplemental non-GAAP measures to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources.

We believe these non-GAAP measures are useful measures because they allow investors to better understand changes in underlying operating performance over comparative periods by providing investors with financial results that are unaffected by cyclical variances that can be driven by items such as investment activity or purchase accounting adjustments.

36


While we believe that these non-GAAP measures are useful to investors when evaluating our business, they are not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. You should not consider these non-GAAP measures in isolation or as a substitute for other financial performance measures presented in accordance with GAAP. These non-GAAP financial measures may have material limitations including, but not limited to, the exclusion of certain costs without a corresponding reduction of net income for the income generated by the assets that the excluded costs are related to. In addition, these non-GAAP financial measures may differ from similarly titled measures presented by other companies.

Adjusted Net Income (Loss)/Adjusted EPS

The following table presents a reconciliation of net income, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted Net Income (Loss)/Adjusted EPS for each of the periods indicated (in thousands, except per share amounts):

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Amount

 

 

Per

Share1

 

 

Amount

 

 

Per

Share1

 

 

Amount

 

 

Per

Share2

 

 

Amount

 

 

Per

Share2

 

Net income (loss)

$

30,987

 

 

$

0.39

 

 

$

49,375

 

 

$

0.63

 

 

$

(37,992

)

 

$

(0.49

)

 

$

50,316

 

 

$

0.67

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs3

 

60,482

 

 

 

0.77

 

 

 

63,561

 

 

 

0.80

 

 

 

185,922

 

 

 

2.38

 

 

 

171,289

 

 

 

2.26

 

Business restructuring costs4

 

1,664

 

 

 

0.02

 

 

 

-

 

 

 

-

 

 

 

1,664

 

 

 

0.02

 

 

 

-

 

 

 

-

 

Effects of tax reform5

 

-

 

 

 

-

 

 

 

(1,166

)

 

 

(0.02

)

 

 

(462

)

 

 

(0.01

)

 

 

(49,149

)

 

 

(0.65

)

Total adjustments

 

62,146

 

 

 

0.79

 

 

 

62,395

 

 

 

0.78

 

 

 

187,124

 

 

 

2.39

 

 

 

122,140

 

 

 

1.61

 

Tax impact of total adjustments6

 

(20,563

)

 

 

(0.26

)

 

 

(18,370

)

 

 

(0.23

)

 

 

(54,946

)

 

 

(0.69

)

 

 

(49,860

)

 

 

(0.66

)

Total adjustments, net of tax

 

41,583

 

 

 

0.53

 

 

 

44,025

 

 

 

0.55

 

 

 

132,178

 

 

 

1.70

 

 

 

72,280

 

 

 

0.95

 

Adjusted Net Income (Loss)

$

72,570

 

 

$

0.92

 

 

$

93,400

 

 

$

1.18

 

 

$

94,186

 

 

$

1.21

 

 

$

122,596

 

 

$

1.62

 

___________________________________________________

1

The weighted-average share count utilized in the calculation of Adjusted EPS for the three months ended June 30, 2019 is 78,960,003, which is equal to the 69,265,384 diluted weighted-average shares outstanding plus the assumed conversion of 9,694,619 weighted-average shares of participating Preferred Stock. The weighted-average share count utilized in the calculation of Adjusted EPS for the three months ended June 30, 2018 is 78,842,762, which is equal to the 69,148,143 diluted weighted-average shares outstanding plus the assumed conversion of 9,694,619 weighted-average shares of participating Preferred Stock. The shares of participating Preferred Stock were excluded from the GAAP net income (loss) per share calculations for both periods due to their anti-dilutive nature.

2

The weighted-average share count utilized in the calculation of Adjusted EPS for the nine months ended June 30, 2019 is 78,086,501, which is equal to the 68,391,882 diluted weighted-average shares outstanding plus the assumed conversion of 9,694,619 weighted-average shares of participating Preferred Stock. The weighted-average share count utilized in the calculation of Adjusted EPS for the nine months ended June 30, 2018 is 75,632,096, which is equal to the 69,240,040 diluted weighted-average shares outstanding plus the assumed conversion of 6,392,056 weighted-average shares of participating Preferred Stock. The shares of participating Preferred Stock were excluded from the GAAP net income (loss) per share calculations for both periods due to their anti-dilutive nature.

3

The following table presents a breakout of the components of acquisition costs for each of the periods indicated:

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Amortization of intangible assets

$

51,723

 

 

$

50,075

 

 

$

155,508

 

 

$

105,339

 

Costs classified as selling, general, and administrativea

 

5,733

 

 

 

9,957

 

 

 

21,337

 

 

 

43,827

 

Amortization of debt issuance costs

 

3,026

 

 

 

3,529

 

 

 

9,077

 

 

 

22,123

 

Total acquisition costs

 

60,482

 

 

 

63,561

 

 

 

185,922

 

 

 

171,289

 

__________________________________________________

 

a.

Selling, general, and administrative costs related to acquisitions are mainly composed of professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses.

 

4

Business restructuring costs are mainly composed of costs stemming from headcount rationalization efforts.

5

Impact of the Tax Cuts and Jobs Act of 2017.

6

The effective tax rate applied to these adjustments is calculated by using forecasted adjusted pre-tax income while factoring in estimated discrete tax adjustments for the fiscal year. The tax impact of adjustments for the three months ended June 30, 2019 and 2018 were calculated using an effective tax rate of 33.1% and 28.9%, respectively. The tax impact of adjustments for the nine months ended June 30, 2019 and 2018 were calculated using an effective tax rate of 29.3% and 29.1%, respectively.

37


Adjusted EBITDA

The following table presents a reconciliation of net income, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA for each of the periods indicated (in thousands):

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income (loss)

$

30,987

 

 

$

49,375

 

 

$

(37,992

)

 

$

50,316

 

Interest expense, net

 

40,169

 

 

 

39,055

 

 

 

121,800

 

 

 

104,334

 

Income taxes

 

5,178

 

 

 

18,090

 

 

 

(21,032

)

 

 

(53,291

)

Depreciation and amortization

 

69,455

 

 

 

65,887

 

 

 

208,287

 

 

 

146,979

 

Stock-based compensation

 

4,637

 

 

 

5,298

 

 

 

12,901

 

 

 

13,133

 

Acquisition costs1

 

5,733

 

 

 

9,957

 

 

 

21,337

 

 

 

43,827

 

Business restructuring costs2

 

1,664

 

 

 

-

 

 

 

1,664

 

 

 

-

 

Adjusted EBITDA

$

157,823

 

 

$

187,662

 

 

$

306,965

 

 

$

305,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA as a % of net sales

 

8.2

%

 

 

9.7

%

 

 

6.0

%

 

 

6.8

%

 ____________________________________________________________

1

Represents selling, general, and administrative costs related to acquisitions (excluding the impact of tax). Other items the Company classifies as acquisition costs are embedded in other balances of the table.

2

Business restructuring costs are mainly composed of costs stemming from headcount rationalization efforts.

Seasonality and Quarterly Fluctuations

In general, sales and net income are highest during our first, third and fourth fiscal quarters, which represent the peak months of construction and re-roofing, especially in our branches in the northern and mid-western U.S. and in Canada. We have historically incurred low net income levels or net losses during the second quarter when our sales are substantially lower.

We generally experience an increase in inventory, accounts receivable and accounts payable during the third and fourth quarters of the year as a result of the seasonality of our business. Our peak cash usage generally occurs during the third quarter, primarily because accounts payable terms offered by our suppliers typically have due dates in April, May and June, while our peak accounts receivable collections typically occur from June through November.

We generally experience a slowing of our accounts receivable collections during our second quarter, mainly due to the inability of some of our customers to conduct their businesses effectively in inclement weather in certain divisions. We continue to attempt to collect those receivables, which require payment under our standard terms. We do not provide material concessions to our customers during this quarter of the year.

We generally experience our peak working capital needs during the third quarter after we build our inventories following the winter season but before we begin collecting on most of our spring receivables.

38


Certain Quarterly Financial Data

The following table sets forth certain unaudited quarterly data for the first three quarters of 2019 and fiscal year 2018, which, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of this data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends (in thousands, except per share amounts):

 

2019

 

 

2018

 

 

Qtr 3

 

 

Qtr 2

 

 

Qtr 1

 

 

Qtr 4

 

 

Qtr 3

 

 

Qtr 2

 

 

Qtr 11

 

Net sales

$

1,924,534

 

 

$

1,429,037

 

 

$

1,721,676

 

 

$

1,935,756

 

 

$

1,934,951

 

 

$

1,425,625

 

 

$

1,121,979

 

% of fiscal year’s net sales

 

37.9

%

 

 

28.2

%

 

 

33.9

%

 

 

30.2

%

 

 

30.1

%

 

 

22.2

%

 

 

17.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

472,536

 

 

 

334,988

 

 

 

435,569

 

 

 

491,297

 

 

 

493,894

 

 

 

338,377

 

 

 

269,753

 

% of fiscal year’s gross profit

 

38.0

%

 

 

26.9

%

 

 

35.0

%

 

 

30.8

%

 

 

31.0

%

 

 

21.2

%

 

 

16.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

74,254

 

 

 

(54,630

)

 

 

38,254

 

 

 

108,115

 

 

 

104,813

 

 

 

(57,398

)

 

 

49,096

 

% of fiscal year’s income (loss) from operations

 

128.3

%

 

 

(94.4

%)

 

 

66.1

%

 

 

52.8

%

 

 

51.2

%

 

 

(28.1

%)

 

 

24.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

30,987

 

 

$

(68,086

)

 

$

(893

)

 

$

48,310

 

 

$

49,375

 

 

$

(66,655

)

 

$

67,596

 

Dividends on preferred shares

 

6,000

 

 

 

6,000

 

 

 

6,000

 

 

 

6,000

 

 

 

6,000

 

 

 

6,000

 

 

 

-

 

Net income (loss) attributable to common shareholders

$

24,987

 

 

$

(74,086

)

 

$

(6,893

)

 

$

42,310

 

 

$

43,375

 

 

$

(72,655

)

 

$

67,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

$

0.32

 

 

$

(1.08

)

 

$

(0.10

)

 

$

0.54

 

 

$

0.56

 

 

$

(1.07

)

 

$

1.00

 

Net income (loss) per share - diluted

$

0.32

 

 

$

(1.08

)

 

$

(0.10

)

 

$

0.54

 

 

$

0.55

 

 

$

(1.07

)

 

$

0.98

 

 _____________________________________________________________________

1

Results from the first quarter of fiscal year 2018 do not include the impact of the Allied Acquisition (see Note 3 in the Notes to Condensed Consolidated Financial Statements for further discussion).

Liquidity

Liquidity is defined as the current amount of readily available cash and the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating activities, taking into consideration available borrowings and the seasonal nature of our business.

Our principal sources of liquidity as of June 30, 2019 were our cash and cash equivalents of $27.7 million and our available borrowings of $789.2 million under our asset-based lending revolving credit facility.

Significant factors which could affect future liquidity include the following:

 

the adequacy of available bank lines of credit;

 

the ability to attract long-term capital with satisfactory terms;

 

cash flows generated from operating activities;

 

acquisitions; and

 

capital expenditures.

Our primary capital needs are for working capital obligations and other general corporate purposes, including acquisitions and capital expenditures. Our primary sources of working capital are cash from operations and bank borrowings. We have financed large acquisitions through increased bank borrowings and the issuance of long-term debt and common or preferred stock. We then repay any such borrowings with cash flows from operations. We have funded most of our capital expenditures with cash on hand, increased bank borrowings, or equipment financing, and then reduced those obligations with cash flows from operations.

We believe we currently have adequate liquidity and availability of capital to fund our present operations, meet our commitments on our existing debt and fund anticipated growth, including expansion in existing and targeted market areas. We seek potential acquisitions from time to time and hold discussions with certain acquisition candidates. If suitable acquisition opportunities or working capital needs arise that require additional financing, we believe that our financial position and earnings history provide a sufficient base for obtaining additional financing resources at reasonable rates and terms. We may also choose to issue additional shares of common stock or preferred stock in order to raise funds.

39


The following table summarizes our cash flows for the periods indicated (in thousands):

 

Nine Months Ended June 30,

 

 

2019

 

 

2018

 

Net cash provided by (used in) operating activities

$

(194,897

)

 

$

(1,019

)

Net cash provided by (used in) investing activities

 

(202,110

)

 

 

(2,749,657

)

Net cash provided by (used in) financing activities

 

294,778

 

 

 

2,638,850

 

Effect of exchange rate changes on cash and cash equivalents

 

31

 

 

 

1,127

 

Net increase (decrease) in cash and cash equivalents

$

(102,198

)

 

$

(110,699

)

Operating Activities

Net cash used in operating activities was $194.9 million in 2019, compared to $1.0 million in 2018. Cash from operations decreased $193.9 million due to an incremental cash outflow of $213.9 million stemming from changes to our net working capital, mainly driven by decreases in accounts payable and accrued expenses. This decrease was partially offset by an increase in net income after adjustments for non-cash items of $20.0 million.

Investing Activities

Net cash used in investing activities was $202.1 million in 2019, compared to $2.75 billion in 2018. The $2.55 billion of additional investing cash spend was primarily due to the impact of the Allied Acquisition in 2018, partially offset by the $164.0 million payment resulting from the 338(h)(10) election made in October 2018 (see Note 3 in the Notes to Condensed Consolidated Financial Statements).

Financing Activities

Net cash provided by financing activities was $294.8 million in 2019, compared to $2.64 billion in 2018. The financing cash flow decrease of $2.34 billion was primarily due to the combined $2.27 billion impact of the 2025 Senior Notes and 2025 Term Loan that we entered into in 2018 in connection with the Allied Acquisition (see Note 8 in the Notes to Condensed Consolidated Financial Statements for further discussion).

Capital Resources

As of June 30, 2019, we had access to the following financing arrangements:

 

an asset-based revolving line of credit in the United States;

 

an asset-based revolving line of credit in Canada;

 

a term loan; and

 

two separate senior notes instruments

Financing - Allied Acquisition

In connection with the Allied Acquisition, we entered into various financing arrangements totaling $3.57 billion, including an asset-based revolving line of credit of $1.30 billion (“2023 ABL”), $525.0 million of which was drawn at closing, and a $970.0 million term loan (“2025 Term Loan”). We also raised an additional $1.30 billion through the issuance of senior notes (the “2025 Senior Notes”).

The proceeds from these financing arrangements were used to finance the Allied Acquisition, to refinance or otherwise extinguish all third-party indebtedness, to pay fees and expenses associated with the acquisition, and to provide working capital and funds for other general corporate purposes. We capitalized new debt issuance costs totaling approximately $65.3 million related to the 2023 ABL, the 2025 Term Loan and the 2025 Senior Notes.

Since the financing arrangements entered into in connection with the Allied Acquisition had certain lenders who also participated in our previous financing arrangements, portions of the transactions were accounted for as either a debt modification or a debt extinguishment. In accordance with the accounting for debt modification, we expensed $2.0 million of debt issuance costs related to the Allied financing arrangements and recognized a loss on debt extinguishment of $1.7 million. The remainder of the debt issuance costs will be amortized over the term of the Allied financing arrangements.

2023 ABL

On January 2, 2018, we entered into a $1.30 billion asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2023 ABL consists of revolving loans in both the United States (“2023 U.S. Revolver”) in the amount

40


of $1.20 billion and Canada (“2023 Canada Revolver”) in the amount of $100.0 million. The 2023 ABL has a maturity date of January 2, 2023. The 2023 ABL has various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The current unused commitment fees on the 2023 ABL are 0.25% per annum.

There is one financial covenant under the 2023 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 (both as defined in the agreement). Per the covenant, our 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 Company was in compliance with this covenant as of June 30, 2019.

The 2023 ABL is secured by a first priority lien over substantially all of our and each guarantor’s accounts, chattel paper, deposit accounts, books, records and inventory (as well as intangibles related thereto), subject to certain customary exceptions (the “ABL Priority Collateral”), and a second priority lien over substantially all of our and each guarantor’s other assets, including all of the equity interests of any subsidiary held by us or any guarantor, subject to certain customary exceptions (the “Term Priority Collateral”). The 2023 ABL is guaranteed jointly, severally, fully and unconditionally by our active United States subsidiaries.

As of June 30, 2019, the total balance outstanding on the 2023 ABL, net of $8.8 million of unamortized debt issuance costs, was $424.0 million. We also have outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $13.3 million as of June 30, 2019.

2025 Term Loan

On January 2, 2018, we entered into a $970.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2025 Term Loan requires quarterly principal payments in the amount of $2.4 million, with the remaining outstanding principal to be paid on its January 2, 2025 maturity date. The interest rate is based on a LIBOR rate (with a floor) plus a fixed spread. We have 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.

The 2025 Term Loan is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets will not be included in the Term Priority Collateral and the ABL Priority Collateral. The Term Loan is guaranteed jointly, severally, fully and unconditionally by our active United States subsidiaries.

As of June 30, 2019, the outstanding balance on the 2025 Term Loan, net of $30.3 million of unamortized debt issuance costs, was $927.6 million.

2025 Senior Notes

On October 25, 2017, Beacon Escrow Corporation, our wholly-owned subsidiary (the “Escrow Issuer”), completed a private offering of $1.30 billion aggregate principal amount of 4.875% Senior Notes due 2025 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. We anticipate repaying the 2025 Senior Notes at the maturity date of November 1, 2025. 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.

Upon closing of the Allied Acquisition on January 2, 2018, (i) the Escrow Issuer merged with and into us, and we assumed all obligations under the 2025 Senior Notes; and (ii) all our existing domestic subsidiaries (including the entities acquired in the Allied Acquisition) became guarantors of the 2025 Senior Notes.

As of June 30, 2019, the outstanding balance on the 2025 Senior Notes, net of $17.8 million of debt issuance costs, was $1.28 billion.

Financing - RSG Acquisition

In connection with the Roofing Supply Group (“RSG”) acquisition in fiscal year 2016, we entered into various financing arrangements totaling $1.45 billion, including an asset-based revolving line of credit (“2020 ABL”) of $700.0 million ($350.0 million of which was drawn at closing) and a $450.0 million term loan (“2022 Term Loan”). We also raised an additional $300.0 million through the issuance of senior notes (the “2023 Senior Notes”).

The proceeds from these financing arrangements were used to provide working capital and funds for other general corporate purposes, to refinance or otherwise extinguish all third-party indebtedness, to finance the acquisition, and to pay fees and expenses associated with the RSG acquisition. We incurred debt issuance costs totaling approximately $31.3 million related to the 2020 ABL, 2022 Term Loan, and 2023 Senior Notes.

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2020 ABL

On October 1, 2015, we entered into a $700.0 million asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2020 ABL had an original maturity date of October 1, 2020 and consisted of revolving loans in both the United States, in the amount of $670.0 million, and Canada, in the amount of $30.0 million. The 2020 ABL had various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The full balance of the 2020 ABL was paid on January 2, 2018 in conjunction with the Allied Acquisition.

2022 Term Loan

On October 1, 2015, we entered into a $450.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2022 Term Loan required quarterly principal payments in the amount of $1.1 million, with the remaining outstanding principal to be paid on its original maturity date of October 1, 2022. The interest rate was based on a LIBOR rate (with a floor) plus a fixed spread. We had the option of selecting a LIBOR period that determined the rate at which interest would accrue, as well as the period in which interest payments are made. The full balance of the 2022 Term Loan was paid on January 2, 2018 in conjunction with the Allied Acquisition, including the write-off of $0.7 million in debt issuance costs.

2023 Senior Notes

On October 1, 2015, we raised $300.0 million by issuing senior notes due 2023. 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 we would be subject to “make whole” provisions. We anticipate repaying the notes at the maturity date of October 1, 2023.

The 2023 Senior Notes are guaranteed jointly, severally, fully and unconditionally by our active United States subsidiaries.

As of June 30, 2019, the outstanding balance on the 2023 Senior Notes, net of $5.4 million of unamortized debt issuance costs, was $294.6 million.

Equipment Financing Facilities and Other

As of June 30, 2019, we had $8.0 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 2.89% and payments due through September 2021.

As of June 30, 2019, we had $8.0 million of capital lease obligations outstanding. These leases have interest rates ranging from 2.72% to 10.39% with payments due through November 2021.

42


Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Our disclosure and analysis in this report contains forward-looking information that involves risks and uncertainties. Our forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management’s plans and objectives, future contracts, and forecasts of trends and other matters. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Certain factors that may affect our business and could cause actual results to differ materially from those expressed in any forward-looking statements include those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of its 2018 Annual Report on Form 10-K have not changed materially during the three-month period ended June 30, 2019.

Item 4.

Controls and Procedures

As of June 30, 2019, management, including the CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Act”)). Based on that evaluation, management, including the CEO and CFO, concluded that as of June 30, 2019, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

On January 2, 2018, we completed our acquisition of Allied Building Products Corp. ("Allied"). As permitted under existing SEC staff guidance, management elected to exclude Allied from our internal controls assessment for fiscal year 2018. However, for fiscal year 2019, the acquired Allied business is within the scope of management’s assessment of internal controls. Management has fully integrated all of the acquired Allied branches, and internal controls at the Allied branches were part of management’s assessment of internal controls for effectiveness as of June 30, 2019. The full integration of the Allied branches did not lead to material changes to our internal controls over financial reporting.

Including the Allied Acquisition, there has been no change to our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.OTHER INFORMATION

Item 6.

Exhibits

 

 

 

 

Incorporated by Reference

Exhibit

Number

 

Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

 

 

 

 

10.1*

 

Amendment and Restatement of Section 2(a) of the Registration Rights Agreement, dated June 11, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1*

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2*

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1*

 

Certification pursuant to 18 U.S.C. Section 1350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101*

 

101.INS Inline XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

 

 

 

 

 

101.SCH Inline XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

 

 

 

101.CAL Inline XBRL Taxonomy Extension Calculation

 

 

 

 

 

 

 

 

 

 

101.PRE Inline XBRL Taxonomy Extension Presentation

 

 

 

 

 

 

 

 

 

 

101.LAB Inline XBRL Taxonomy Extension Labels

 

 

 

 

 

 

 

 

 

 

101.DEF Inline XBRL Taxonomy Extension Definition

 

 

 

 

 

 

 

 

________________________________________________

+

Management contract or compensatory plan/arrangement

*

Filed herewith

 

Pursuant to Rule 405 of Regulation S-T, the following interactive data files formatted in Inline Extensible Business Reporting Language (iXBRL) are attached as Exhibit 101 to this Quarterly Report on Form 10-Q: (i) the Consolidated Balance Sheets as of June 30, 2019; September 30, 2018; and June 30, 2018, (ii) the Consolidated Statements of Operations for the three and nine months ended June 30, 2019 and 2018, (iii) the Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2019 and 2018, (iv) the Consolidated Statements of Stockholders’ Equity for the three and nine months ended June 30, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the nine months ended June 30, 2019 and 2018, and (vi) the Notes to Condensed Consolidated Financial Statements.

 

44


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

BEACON ROOFING SUPPLY, INC.

 

 

 

Date: August 7, 2019

BY:

/s/ JOSEPH M. NOWICKI

 

 

Joseph M. Nowicki 

 

 

Executive Vice President & Chief Financial Officer

 

45