Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | BUILDERS FIRSTSOURCE, INC. | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BLDR | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001316835 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Entity Common Stock, Shares Outstanding | 147,175,704 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-40620 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2084569 | |
Entity Address, Address Line One | 2001 Bryan Street | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 880-3500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 5,761,463 | $ 5,508,590 | $ 18,368,853 | $ 15,259,047 |
Cost of sales | 3,746,731 | 3,796,138 | 12,109,601 | 10,893,890 |
Gross margin | 2,014,732 | 1,712,452 | 6,259,252 | 4,365,157 |
Selling, general and administrative expenses | 1,000,204 | 875,012 | 3,015,051 | 2,599,523 |
Income from operations | 1,014,528 | 837,440 | 3,244,201 | 1,765,634 |
Interest expense, net | 44,111 | 35,954 | 156,140 | 95,593 |
Income before income taxes | 970,417 | 801,486 | 3,088,061 | 1,670,041 |
Income tax expense | 232,410 | 188,341 | 723,205 | 387,081 |
Net income | $ 738,007 | $ 613,145 | $ 2,364,856 | $ 1,282,960 |
Net income per share: | ||||
Basic | $ 4.75 | $ 3 | $ 14.12 | $ 6.23 |
Diluted | $ 4.72 | $ 2.98 | $ 13.98 | $ 6.18 |
Weighted average common shares: | ||||
Basic | 155,309 | 204,268 | 167,522 | 205,976 |
Diluted | 156,493 | 205,630 | 169,111 | 207,513 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 84,982 | $ 42,603 |
Accounts receivable, less allowances of $54,156 and $39,510 at September 30, 2022 and December 31, 2021, respectively | 1,924,912 | 1,708,796 |
Other receivables | 268,694 | 255,075 |
Inventories, net | 1,758,881 | 1,626,244 |
Contract assets | 240,346 | 207,587 |
Other current assets | 142,316 | 127,964 |
Total current assets | 4,420,131 | 3,968,269 |
Property, plant and equipment, net | 1,491,622 | 1,385,441 |
Operating lease right-of-use assets, net | 500,031 | 457,833 |
Goodwill | 3,453,340 | 3,270,192 |
Intangible assets, net | 1,637,358 | 1,603,409 |
Other assets, net | 35,216 | 29,199 |
Total assets | 11,537,698 | 10,714,343 |
Current liabilities: | ||
Accounts payable | 1,087,994 | 1,093,370 |
Accrued liabilities | 850,758 | 718,904 |
Contract liabilities | 250,166 | 216,097 |
Current portion of operating lease liabilities | 100,972 | 96,680 |
Current maturities of long-term debt | 3,837 | 3,660 |
Total current liabilities | 2,293,727 | 2,128,711 |
Noncurrent portion of operating lease liabilities | 414,911 | 375,289 |
Long-term debt, net of current maturities, discounts and issuance costs | 3,169,429 | 2,926,122 |
Deferred income taxes | 304,939 | 362,121 |
Other long-term liabilities | 130,089 | 119,619 |
Total liabilities | 6,313,095 | 5,911,862 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding | ||
Common stock, $0.01 par value, 300,000 shares authorized; 148,994 and 179,820 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,490 | 1,798 |
Additional paid-in capital | 4,252,851 | 4,260,670 |
Retained earnings | 970,262 | 540,013 |
Total stockholders' equity | 5,224,603 | 4,802,481 |
Total liabilities and stockholders' equity | $ 11,537,698 | $ 10,714,343 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Allowances on trade accounts receivable | $ 54,156 | $ 39,510 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 148,994,000 | 179,820,000 |
Common stock, shares outstanding | 148,994,000 | 179,820,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 2,364,856 | $ 1,282,960 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 355,472 | 401,500 |
Deferred income taxes | (57,183) | (65,696) |
Stock-based compensation expense | 26,652 | 25,288 |
Net gain on sale of assets | (1,813) | (32,235) |
Other non-cash adjustments | 31,026 | 4,805 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||
Receivables | (91,485) | (615,453) |
Inventories | (61,926) | (321,068) |
Contract assets | (32,596) | (141,058) |
Other current assets | (2,982) | 5,491 |
Other assets and liabilities | 5,307 | 16,653 |
Accounts payable | (31,260) | 103,006 |
Accrued liabilities | 99,778 | 177,874 |
Contract liabilities | 24,020 | 61,150 |
Net cash provided by operating activities | 2,627,866 | 903,217 |
Cash flows from investing activities: | ||
Cash used for acquisitions, net of cash acquired | (619,551) | (898,113) |
Proceeds from divestiture of business | 76,162 | |
Purchases of property, plant and equipment | (205,241) | (160,179) |
Proceeds from sale of property, plant and equipment | 7,461 | 11,728 |
Net cash used in investing activities | (817,331) | (970,402) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facility | 5,267,000 | 2,420,000 |
Repayments under revolving credit facility | (5,405,000) | (2,495,000) |
Proceeds from long-term debt and other loans | 1,001,500 | 1,000,000 |
Repayments of long-term debt and other loans | (615,082) | (471,360) |
Payments of debt extinguishment costs | (20,672) | (2,475) |
Payments of loan costs | (16,797) | (17,970) |
Exercise of stock options | 440 | 537 |
Repurchase of common stock | (1,979,545) | (565,618) |
Net cash used in financing activities | (1,768,156) | (131,886) |
Net change in cash and cash equivalents | 42,379 | (199,071) |
Cash and cash equivalents at beginning of period | 42,603 | 423,806 |
Cash and cash equivalents at end of period | 84,982 | 224,735 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 138,034 | 75,531 |
Cash paid for income taxes | 790,994 | 414,515 |
Supplemental disclosures of non-cash activities: | ||
Non-cash or accrued consideration for acquisitions | 9,985 | 3,658,362 |
Accrued purchases of property, plant and equipment | 12,711 | 13,164 |
Right-of-use assets obtained in exchange for operating lease obligations | 89,400 | 49,135 |
Assets acquired under finance lease obligations | 1,644 | |
Amounts accrued for repurchases of common stock | $ 41,826 | $ 30,756 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | ||
Balance at Dec. 31, 2020 | $ 1,152,783 | $ 1,168 | $ 589,241 | $ 562,374 | ||
Balance, shares at Dec. 31, 2020 | 116,829,000 | |||||
Merger consideration | 3,658,362 | $ 896 | 3,657,466 | |||
Merger consideration, shares | 89,586,000 | |||||
Vesting of restricted stock units | $ 6 | (6) | ||||
Vesting of restricted stock units, shares | 648,000 | |||||
Stock-based compensation expense | 10,402 | 10,402 | ||||
Exercise of stock options | 235 | $ 1 | 234 | |||
Exercise of stock options, shares | 27,000 | |||||
Shares withheld for restricted stock units vested | (10,417) | $ (2) | (10,415) | |||
Shares withheld for restricted stock units vested, shares | (232,000) | |||||
Net income | 172,580 | 172,580 | ||||
Balance at Mar. 31, 2021 | 4,983,945 | $ 2,069 | 4,246,922 | 734,954 | ||
Balance, shares at Mar. 31, 2021 | 206,858,000 | |||||
Balance at Dec. 31, 2020 | 1,152,783 | $ 1,168 | 589,241 | 562,374 | ||
Balance, shares at Dec. 31, 2020 | 116,829,000 | |||||
Net income | 1,282,960 | |||||
Balance at Sep. 30, 2021 | 5,523,426 | $ 1,963 | 4,254,262 | 1,267,201 | ||
Balance, shares at Sep. 30, 2021 | 196,288,000 | |||||
Balance at Mar. 31, 2021 | 4,983,945 | $ 2,069 | 4,246,922 | 734,954 | ||
Balance, shares at Mar. 31, 2021 | 206,858,000 | |||||
Vesting of restricted stock units | $ 5 | (5) | ||||
Vesting of restricted stock units, shares | 472,000 | |||||
Stock-based compensation expense | 8,465 | 8,465 | ||||
Exercise of stock options | 99 | 99 | ||||
Exercise of stock options, shares | 16,000 | |||||
Shares withheld for restricted stock units vested | (7,289) | $ (2) | (7,287) | |||
Shares withheld for restricted stock units vested, shares | (150,000) | |||||
Net income | 497,235 | 497,235 | ||||
Balance at Jun. 30, 2021 | 5,482,455 | $ 2,072 | 4,248,194 | 1,232,189 | ||
Balance, shares at Jun. 30, 2021 | 207,196,000 | |||||
Vesting of restricted stock units, shares | 38,000 | |||||
Stock-based compensation expense | 6,421 | 6,421 | ||||
Repurchase of common stock | [1] | $ (578,242) | $ (109) | (578,133) | ||
Repurchase of common stock, shares | (11,000,000) | (10,958,000) | [1] | |||
Exercise of stock options | $ 202 | 202 | ||||
Exercise of stock options, shares | 22,000 | |||||
Shares withheld for restricted stock units vested | (555) | (555) | ||||
Shares withheld for restricted stock units vested, shares | (10,000) | |||||
Net income | 613,145 | 613,145 | ||||
Balance at Sep. 30, 2021 | 5,523,426 | $ 1,963 | 4,254,262 | 1,267,201 | ||
Balance, shares at Sep. 30, 2021 | 196,288,000 | |||||
Balance at Dec. 31, 2021 | $ 4,802,481 | $ 1,798 | 4,260,670 | 540,013 | ||
Balance, shares at Dec. 31, 2021 | 179,820,000 | 179,820,000 | ||||
Vesting of restricted stock units | $ 11 | (11) | ||||
Vesting of restricted stock units, shares | 1,018,000 | |||||
Stock-based compensation expense | $ 8,840 | 8,840 | ||||
Repurchase of common stock | [1] | $ (285,951) | $ (36) | (285,915) | ||
Repurchase of common stock, shares | (3,600,000) | (3,593,000) | [1] | |||
Exercise of stock options | $ 421 | 421 | ||||
Exercise of stock options, shares | 42,000 | |||||
Shares withheld for restricted stock units vested | (29,384) | $ (4) | (29,380) | |||
Shares withheld for restricted stock units vested, shares | (401,000) | |||||
Net income | 639,640 | 639,640 | ||||
Balance at Mar. 31, 2022 | 5,136,047 | $ 1,769 | 4,240,540 | 893,738 | ||
Balance, shares at Mar. 31, 2022 | 176,886,000 | |||||
Balance at Dec. 31, 2021 | $ 4,802,481 | $ 1,798 | 4,260,670 | 540,013 | ||
Balance, shares at Dec. 31, 2021 | 179,820,000 | 179,820,000 | ||||
Net income | $ 2,364,856 | |||||
Balance at Sep. 30, 2022 | $ 5,224,603 | $ 1,490 | 4,252,851 | 970,262 | ||
Balance, shares at Sep. 30, 2022 | 148,994,000 | 148,994,000 | ||||
Balance at Mar. 31, 2022 | $ 5,136,047 | $ 1,769 | 4,240,540 | 893,738 | ||
Balance, shares at Mar. 31, 2022 | 176,886,000 | |||||
Vesting of restricted stock units | $ 3 | (3) | ||||
Vesting of restricted stock units, shares | 300,000 | |||||
Stock-based compensation expense | 9,316 | 9,316 | ||||
Repurchase of common stock | [1] | $ (990,739) | $ (169) | (990,570) | ||
Repurchase of common stock, shares | (16,900,000) | (16,871,000) | [1] | |||
Exercise of stock options | $ 13 | 13 | ||||
Exercise of stock options, shares | 1,000 | |||||
Shares withheld for restricted stock units vested | (5,493) | $ (1) | (5,492) | |||
Shares withheld for restricted stock units vested, shares | (90,000) | |||||
Net income | 987,209 | 987,209 | ||||
Balance at Jun. 30, 2022 | 5,136,353 | $ 1,602 | 4,244,374 | 890,377 | ||
Balance, shares at Jun. 30, 2022 | 160,226,000 | |||||
Vesting of restricted stock units, shares | 6,000 | |||||
Stock-based compensation expense | 8,496 | 8,496 | ||||
Repurchase of common stock | [1] | $ (658,234) | $ (112) | (658,122) | ||
Repurchase of common stock, shares | (11,200,000) | (11,238,000) | [1] | |||
Exercise of stock options | $ 6 | 6 | ||||
Exercise of stock options, shares | 1,000 | |||||
Shares withheld for restricted stock units vested | (25) | (25) | ||||
Shares withheld for restricted stock units vested, shares | (1,000) | |||||
Net income | 738,007 | 738,007 | ||||
Balance at Sep. 30, 2022 | $ 5,224,603 | $ 1,490 | $ 4,252,851 | $ 970,262 | ||
Balance, shares at Sep. 30, 2022 | 148,994,000 | 148,994,000 | ||||
[1] Pursuant to repurchase programs authorized by our board of directors, we repurchased and retired 11.2 million shares of our common stock at an average price of $ 58.57 per share for $ 658.2 million , inclusive of fees, during the three months ended September 30, 2022. We repurchased and retired 16.9 million shares of our common stock at an average price of $ 58.72 per share for $ 990.7 million, inclusive of fees, during the three months ended June 30, 2022. We repurchased and retired 3.6 million shares of our common stock at an average price of $ 79.58 per share for $ 286.0 million, inclusive of fees, during the three months ended March 31, 2022. We repurchased and retired 11.0 million shares of our common stock at an average price of $ 52.77 per share for $ 578.2 million, inclusive of fees during the three months ended September 30, 2021. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | ||
Statement Of Stockholders Equity [Abstract] | |||||
Repurchased and retired common stock, shares | 11.2 | 16.9 | 3.6 | 11 | |
Repurchased and retired common stock, inclusive of fees | [1] | $ 658,234 | $ 990,739 | $ 285,951 | $ 578,242 |
Average price of common shares repurchased and retired | $ 58.57 | $ 58.72 | $ 79.58 | $ 52.77 | |
[1] Pursuant to repurchase programs authorized by our board of directors, we repurchased and retired 11.2 million shares of our common stock at an average price of $ 58.57 per share for $ 658.2 million , inclusive of fees, during the three months ended September 30, 2022. We repurchased and retired 16.9 million shares of our common stock at an average price of $ 58.72 per share for $ 990.7 million, inclusive of fees, during the three months ended June 30, 2022. We repurchased and retired 3.6 million shares of our common stock at an average price of $ 79.58 per share for $ 286.0 million, inclusive of fees, during the three months ended March 31, 2022. We repurchased and retired 11.0 million shares of our common stock at an average price of $ 52.77 per share for $ 578.2 million, inclusive of fees during the three months ended September 30, 2021. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Builders FirstSource, Inc., a Delaware corporation formed in 1998 , is a leading supplier and manufacturer of building materials, manufactured components and construction services to professional homebuilders, sub-contractors, remodelers and consumers. The Company operates approximately 575 locations in 42 states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. This condensed consolidated balance sheet as of December 31, 2021 and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2021 included in our most recent annual report on Form 10-K (“Form 10-K”). Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by our CEO, whom we have determined to be our chief operating decision maker, including revenue, gross margin and income before income taxes, are shown in these condensed consolidated financial statements. Business Combinations When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Comprehensive Income Comprehensive income is equal to net income for all periods presented. Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including presenting contract assets and contract liabilities separately on the face of the financial statements, whereas these contract assets and contract liabilities had previously been presented as a component of accounts receivable and accrued liabilities, respectively. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported. We have changed the composition of our product categories, including a decrease to four product categories. As a result of these changes, prior period amounts, as disclosed in Note 3, have been reclassified to conform to the current year presentation. Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which intends to address diversity and inconsistency in the accounting related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have elected to early adopt this guidance effective July 1, 2022, and have determined there is no material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and optional expedients in this update are effective, as elected, beginning March 12, 2020 through December 31, 2022 and may be elected by topic. We have not elected adoption of this optional guidance and do not intend to elect this guidance before the sunset date of December 31, 2022, as there is no material impact on our consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations On April 1, 2022, we acquired certain assets and operations of Panel Truss of Longview, Inc., Panel Truss – Hearne, LLC, Case-Hill, Inc., Panel Truss-Dallas, LLC, Truss Ops Trucking, LLC and Truss Ops, LLC (the “Texas Panel Truss Businesses”), and Panel Truss – Oakwood, LLC, Panel Truss – Townville, LLC and Panel Truss – Ringgold, LLC (the “East Panel Truss Businesses”) for $ 89.1 million and $ 79.6 million , respectively. Each of the acquired businesses provides building components primarily to multi-family markets, serving such markets in Texas, Georgia and South Carolina. On April 1, 2022, we acquired substantially all of the assets and operations of Valley Truss Co., Inc. (“Valley Truss”) for $ 31.6 million . Valley Truss is a manufacturer of floor and roof trusses located in Boise, Idaho. On July 1, 2022, we acquired substantially all of the assets and operations of Odds-N-Ends, Inc., d/b/a HomCo Lumber & Hardware (“HomCo”) for $ 32.1 million . HomCo operates a lumberyard and hardware store business located in Flagstaff, Arizona. On September 1, 2022, we acquired Trussway, LLC and its subsidiaries (“Trussway”) for $ 274.8 million , net of cash. Trussway is a manufacturer of floor and roof trusses, serving markets in Texas, Florida, Virginia, Colorado, and Georgia. On September 1, 2022, we acquired Fulcrum Building Group Holdings, LLC and its subsidiaries (“Fulcrum”) for $ 122.3 million , net of cash. Fulcrum is a multi-brand operator of lumberyards and millwork facilities located in Florida and Alabama. Each of these acquisitions was funded with a combination of cash on hand and borrowings under our 2026 revolving credit facility (“2026 facility”). These transactions were accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisitions described above: Total (in thousands) Cash and cash equivalents $ 9,133 Accounts receivable 136,916 Other receivables 1,247 Inventories 70,711 Contract assets 163 Other current assets 4,700 Property, plant and equipment 48,931 Operating lease right-of-use assets 29,724 Goodwill 183,148 Intangible assets 246,400 Total assets $ 731,073 Accounts payable $ 19,864 Accrued liabilities 30,606 Contract liabilities 10,047 Operating lease liabilities 29,724 Long-term debt 2,163 Total liabilities $ 92,404 Total purchase consideration 638,669 Less: accrued contingent consideration and purchase price adjustments ( 9,985 ) Less: cash acquired ( 9,133 ) Total cash consideration, net of cash acquired $ 619,551 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue The following table disaggregates our sales by product category: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Lumber & lumber sheet goods $ 1,816,347 $ 2,405,840 $ 6,986,993 $ 6,771,227 Manufactured products 1,478,183 1,259,294 4,541,390 3,208,934 Windows, doors & millwork 1,294,099 883,448 3,539,103 2,473,519 Specialty building products & services 1,172,834 960,008 3,301,367 2,805,367 Net sales $ 5,761,463 $ 5,508,590 $ 18,368,853 $ 15,259,047 Net sales from installation and construction services were less than 10 % of the Company’s net sales for each period presented. The timing of revenue recognition, invoicing and cash collection results in accounts receivable, unbilled receivables, contract assets and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and deferred revenue. Through September 30, 2022 and 2021, we recognized as revenue substantially all of the contract liabilities balance at December 31, 2021 and 2020 , respectively. |
Net Income per Common Share
Net Income per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | 4. Net Income per Common Share Net income per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards Codification, which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares. The table below presents the calculation of basic and diluted EPS: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator: Net income $ 738,007 $ 613,145 $ 2,364,856 $ 1,282,960 Denominator: Weighted average shares outstanding, basic 155,309 204,268 167,522 205,976 Dilutive effect of options and RSUs 1,184 1,362 1,589 1,537 Weighted average shares outstanding, diluted 156,493 205,630 169,111 207,513 Net income per share: Basic $ 4.75 $ 3.00 $ 14.12 $ 6.23 Diluted $ 4.72 $ 2.98 $ 13.98 $ 6.18 Antidilutive and contingent RSUs excluded from diluted EPS 8 220 129 241 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The following table sets forth the changes in the carrying amount of goodwill: (in thousands) Balance as of December 31, 2021 (1) $ 3,270,192 Acquisitions 183,148 Balance as of September 30, 2022 (1) $ 3,453,340 (1) Goodwill is presented net of historical accumulated impairment losses o f $ 44.6 million. In 2022, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of September 30, 2022 , no triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce, synergies and expected growth from the expanded product and service offerings of acquisitions. The $ 183.1 million of goodwill recognized from the current year acquisitions is expected to be deductible for tax purposes and will be amortizable ratably over a 15-year period for tax purposes. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table presents intangible assets as of: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Gross Accumulated Amortization (in thousands) Customer relationships $ 2,026,265 $ ( 522,462 ) $ 1,781,264 $ ( 328,540 ) Trade names 201,861 ( 162,395 ) 201,861 ( 155,141 ) Subcontractor relationships 5,440 ( 5,117 ) 5,440 ( 3,757 ) Non-compete agreements 14,919 ( 5,072 ) 13,519 ( 3,243 ) Developed technology 95,600 ( 11,681 ) 95,600 ( 3,594 ) Total intangible assets $ 2,344,085 $ ( 706,727 ) $ 2,097,684 $ ( 494,275 ) In connection with the current year acquisitions, we recorded intangible assets of $ 246.4 million , which includes $ 245.0 million of customer relationships and $ 1.4 million of non-compete agreements. The weighted average useful lives of the current year acquired intangible assets are 5.1 years in total, 5.1 years for customer relationships and 5.0 years for non-compete agreements. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates . During the three and nine months ended September 30, 2022, we recorded amortization expense in relation to the above-listed intangible assets of $ 76.7 million and $ 212.5 million , respectively. During the three and nine months ended September 30, 2021, we recorded amortization expense in relation to the above-listed intangible assets of $ 92.3 million and $ 261.6 million , respectively. The following table presents the estimated amortization expense (in thousands) for intangible assets for the years ending December 31: (in thousands) 2022 (from Oct 1, 2022) $ 89,643 2023 323,904 2024 261,946 2025 190,795 2026 166,933 Thereafter 604,137 Total future net intangible amortization expense $ 1,637,358 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following as of: September 30, December 31, (in thousands) Accrued payroll and other employee related expenses $ 492,125 $ 385,800 Accrued business taxes 102,445 81,055 Self-insurance reserves 77,599 68,060 Amounts accrued for repurchases of common stock 41,826 51,545 Accrued rebates payable 48,841 51,805 Accrued interest 24,766 31,666 Other 63,156 48,973 Total accrued liabilities $ 850,758 $ 718,904 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following as of: September 30, December 31, (in thousands) 2026 revolving credit facility (1) $ 450,000 $ 588,000 4.25 % 2032 notes 1,300,000 1,000,000 6.375 % 2032 notes 700,000 — 2030 notes 550,000 550,000 2027 notes — 612,500 Other finance obligations 200,393 202,995 Finance lease obligations 4,765 3,787 3,205,158 2,957,282 Unamortized debt discount/premium and debt issuance costs ( 31,892 ) ( 27,500 ) 3,173,266 2,929,782 Less: current maturities of long-term debt 3,837 3,660 Long-term debt, net of current maturities, discounts and issuance costs $ 3,169,429 $ 2,926,122 (1) The weighted average interest rate was 3.4 % and 2.8 % as of September 30, 2022 and December 31, 2021 , respectively. 2022 Debt Transactions On January 21, 2022, the Company completed a private offering of an additional $ 300.0 million in aggregate principal amount of 4.25 % senior unsecured notes due 2032 (“ 4.25 % 2032 notes”) at an issue price equal to 100.50 % of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the 2026 facility and pay related transaction fees and expenses. The 4.25 % 2032 notes issued in January 2022 form part of the same series of notes as the $ 1.0 billion of 4.25 % 2032 notes issued in July 2021. The additional $ 1.5 million in proceeds received in excess of par value represents a debt premium which has been recorded as an increase to long-term debt. In connection with the offering, we incurred approximately $ 4.4 million of various third-party fees and expenses which have been recorded as a reduction to long-term debt. The debt premium and third-party costs will be amortized over the contractual life of the 4.25 % 2032 notes using the effective interest method. On February 4, 2022, the Company amended the 2026 facility to increase the total commitments by an aggregate amount of $ 400.0 million, resulting in a new $ 1.8 billion amended credit facility. All other material terms of the credit facility remain unchanged from those of the previous agreement. Effective with this amendment, the eurodollar rate loans and related interest rate benchmark were changed to the Secured Overnight Financing Rate (“SOFR”). The applicable margin ranges for term SOFR loans were amended to be from 1.35 % to 1.60 % and there are no changes to base rate loan borrowings. In connection with this amendment, we incurred approximately $ 2.0 million of new debt issuance costs which have been recorded as other assets and will be amortized straight-line through December 2026. The 2026 facility is discussed in more detail below. On June 15, 2022, the Company completed a private offering of $ 700.0 million in aggregate principal amount of 6.375 % senior unsecured notes due 2032 (“ 6.375 % 2032 notes”) at an issue price equal to 100 % of par value. Subsequently, on June 16, 2022, the Company redeemed the remaining $ 612.5 million in outstanding aggregate principal amount of 6.75 % senior secured notes due 2027 (“2027 notes”). In connection with the issuance of the 6.375 % 2032 notes, we incurred $ 10.4 million of various third-party fees and expenses. These costs have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the 6.375 % 2032 notes using the effective interest method. The Company concluded the redemption of the 2027 notes was a debt extinguishment and recorded a loss on debt extinguishment of $ 27.4 million in interest expense in the second quarter of 2022. Of this loss, approximately $ 20.7 million was attributable to the payment of the redemption premium on the extinguished notes and $ 6.7 million was attributable to the write-off of unamortized debt issuance costs and debt premium. 2026 Revolving Credit Facility The 2026 facility provides for a $ 1.8 billion revolving credit line to be used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the 2026 facility to facilitate debt repayment and consolidation. The available borrowing capacity, or borrowing base, is derived from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement evidencing the 2026 facility, subject to certain reserves. As of September 30, 2022, we had $ 450.0 million in outstanding borrowings under our 2026 facility and our net excess borrowing availability was $ 1.2 billion after being reduced by outstanding letters of credit totaling $ 129.0 million . Borrowings under the 2026 facility bear interest, at our option, at either the SOFR or a base rate, plus, in each case, an applicable margin. The applicable margin ranges from 1.35 % to 1.60 % per annum in the case of term SOFR loans and 0.25 % to 0.50 % per annum in the case of base rate loans. The margin in either case is based on a measure of availability under the 2026 facility. A commitment fee, currently 0.20 % per annum, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit under the 2026 facility are assessed at a rate equal to 1.25 % or 1.50 %, based on the average excess availability, as well as a fronting fee at a rate of 0.125 % per annum. These fees are payable quarterly in arrears at the end of March, June, September, and December. All obligations under the 2026 facility are guaranteed jointly and severally by the Company and all other subsidiaries that guarantee our 5.00 % senior unsecured notes due 2030 (the “2030 notes”), our 4.25 % 2032 notes, and our 6.375 % 2032 notes (such subsidiaries, the “Debt Guarantors”). All obligations and the guarantees of those obligations are secured by substantially all of the assets of the Company and the Debt Guarantors, subject to certain exceptions and permitted liens, including, with respect to the 2026 facility, a first-priority security interest in such assets that constitute ABL Collateral (as defined below) and a second-priority security interest in such assets that constitute Notes Collateral (as defined below). “ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of unpaid vendors with respect to inventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and general intangibles, books and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the foregoing. “Notes Collateral” includes all collateral that is not ABL Collateral. The 2026 facility contains restrictive covenants which, among other things, limit the Company’s ability to incur additional indebtedness, incur liens, engage in mergers or other fundamental changes, sell certain assets, pay dividends, make acquisitions or investments, prepay certain indebtedness, change the nature of our business, and engage in certain transactions with affiliates. In addition, the 2026 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $ 80.0 million or 10 % of the maximum borrowing amount, which was $ 180.0 million as of September 30, 2022 . Senior Unsecured Notes due 2032 As described above, during 2022, the Company issued $ 300.0 million of 4.25 % 2032 notes, which form part of the same series of notes as the $ 1.0 billion of 4.25 % 2032 notes issued in July 2021, and $ 700.0 million of 6.375 % 2032 notes (collectively, the “2032 notes”). The 4.25 % 2032 notes mature on February 1, 2032 , with interest accruing at a rate of 4.25 % per annum and interest payable semi-annually on February 1 and August 1 of each year . The 6.375 % 2032 notes mature on June 15, 2032 , with interest accruing at a rate of 6.375% per annum and interest payable semi-annually on June 15 and December 15 of each year. The terms of the 4.25 % 2032 notes and the 6.375 % 2032 notes are governed by the indentures, dated as of July 23, 2021 and June 15, 2022 (collectively the “2032 Indentures”), respectively, contain consistent terms and are among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. The 2032 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by the Debt Guarantors. Subject to certain exceptions, future subsidiaries that guarantee the 2026 facility, the 2030 notes or certain other indebtedness will also guarantee the 2032 notes. The 2032 notes constitute senior unsecured obligations of the Company and Debt Guarantors, pari passu in right of payment, with all of the existing and future senior indebtedness of the Company, including indebtedness under the 2026 facility and the 2030 notes, effectively subordinated to all existing and future secured indebtedness of the Company and the Debt Guarantors (including indebtedness under the 2026 facility and 2032 notes) to the extent of the value of the assets securing such indebtedness, senior to all of the future subordinated indebtedness of the Company and the Debt Guarantors and structurally subordinated to any existing and future indebtedness and other liabilities, including preferred stock, of the Company’s subsidiaries that do not guarantee the 2032 notes. The 2032 Indentures contain restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock, create liens, create restrictions on the Company’s subsidiaries’ ability to make payments to the Company, pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations. The Company may redeem the 2032 notes within five years from the date of issuance, in whole or in part, at a redemption price equal to 100 % of the principal amount of each of the 2032 notes plus the “applicable premium” set forth in the 2032 Indentures. The Company may, within three years of the date of issuance, redeem up to 40 % of the aggregate principal amount of each of the 2032 notes with the net cash proceeds of one or more equity offerings at a premium of the principal amount thereof, as described in the 2032 Indentures, plus accrued and unpaid interest, if any, to the redemption date. After the five-year period from original issuance, the Company may redeem each of the 2032 notes at the redemption prices set forth in the 2032 Indentures, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control triggering events, holders of each of the 2032 notes may require it to repurchase all or part of their notes at 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Fair Value As of September 30, 2022 and December 31, 2021 , the Company does not have any financial instruments that are measured at fair value on a recurring basis. We have elected to report the value of our 2030 notes, 4.25 % 2032 notes, 6.375 % 2032 notes, and 2026 facility at amortized cost. The fair values of the 2030 notes, 4.25 % 2032 notes, and 6.375 % 2032 notes at September 30, 2022 were approximately $ 467.5 million , $ 999.4 million , and $ 625.3 million , respectively, and were determined using Level 2 inputs based on market prices. The carrying value of the 2026 facility at September 30, 2022 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk. As such, the fair value of the 2026 facility was also classified as Level 2 in the hierarchy. We were not in violation of any covenants or restrictions imposed by any of our debt agreements at September 30, 2022 . |
Employee Stock-Based Compensati
Employee Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock-Based Compensation | 9. Employee Stock-Based Compensation Time Based Restricted Stock Unit Grants In the first nine months of 2022, our board of directors granted 490,700 restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. 462,300 of the RSUs vest at 33 % per year at each anniversary of the grant date over the next three years, and 28,400 of the RSUs vest at 25 % on each of the second and third anniversaries of the grant date and 50 % on the fourth anniversary of the grant date. The weighted average grant date fair value for these RSUs was $ 63.55 per unit, which was based on the closing stock price on the respective grant dates. Performance, Market and Service Condition Based Restricted Stock Unit Grants In the first nine months of 2022, our board of directors granted 158,100 RSUs to employees under our 2014 Incentive Plan, which cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a three-year period (“performance condition”) and continued employment during the performance period (“service condition”). The total number of shares of common stock that may be earned from the performance condition ranges from zero to 200 % of the RSUs granted. The total number of shares earned from the performance condition may be further increased by 10 % or decreased by 10 % based on the Company’s total shareholder return relative to a peer group during the performance period (“market condition”). The average grant date fair value for these RSUs, with consideration of the market condition, wa s $ 70.77 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions: Expected volatility (company) 53.0 % Expected volatility (peer group median) 34.6 % Correlation between the Company and peer group median 0.6 Expected dividend yield 0.0 % Risk-free rate 1.7 % The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 2.9 2.9 2.9 2.8 Stock-based compensation windfall benefit 0.0 0.0 ( 0.5 ) ( 0.5 ) Permanent differences and other 0.0 ( 0.4 ) 0.0 ( 0.1 ) 23.9 % 23.5 % 23.4 % 23.2 % We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts and other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, as well as the residential homebuilding industry’s cyclicality and sensitivity to changes in economic conditions, it is possible that actual results could differ from the estimates used in previous analyses. Accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on our consolidated results of operations or financial position. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies As of September 30, 2022, we had outstanding letters of credit totaling $ 129.0 million under our 2026 facility that principally support our self-insurance programs. The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the Company's financial position, results of operations or cash flows. In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in amounts in excess of our self-insured retention that we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions An executive officer of one of our customers, Ashton Woods USA, L.L.C., serves as a member of the Company’s board of directors. Accounts receivable due from and net sales to Ashton Woods USA, L.L.C. were approximately 1 % of our total accounts receivable and our total net sales, respectively, as of September 30, 2022 and December 31, 2021, and for the three and nine months ended September 30, 2022 and 2021. Further, the Company has entered into certain leases of land and buildings with certain employees or non-affiliate stockholders. Activity associated with these related party transactions was not significant as of or for the nine months ended September 30, 2022 or 2021. Transactions between the Company and other related parties occur in the ordinary course of business. However, the Company carefully monitors and assesses related party relationships. Management does not believe that any of these transactions with related parties had a material impact on the Company’s results for the nine months ended September 30, 2022 or 2021 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | . Subsequent Events Business Combinations On October 3, 2022, we acquired certain assets and the operations of Pima Door and Supply and Sunrise Carpentry (“Pima”) for $ 9.5 million in cash, subject to certain closing adjustments. Pima produces and installs pre-hung doors and supplies windows, millwork, and trim in the Phoenix, Arizona area. The accounting for this business combination has not been completed at the date of this filing given the proximity of the acquisition date. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Segments | The accounting policies of our operating segments are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our Form 10-K. Since the Company operates in one reportable segment, the primary measures reviewed by our CEO, whom we have determined to be our chief operating decision maker, including revenue, gross margin and income before income taxes, are shown in these condensed consolidated financial statements. |
Business Combinations | Business Combinations When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. |
Comprehensive Income | Comprehensive Income Comprehensive income is equal to net income for all periods presented. |
Reclassifications | Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including presenting contract assets and contract liabilities separately on the face of the financial statements, whereas these contract assets and contract liabilities had previously been presented as a component of accounts receivable and accrued liabilities, respectively. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, or cash flows as previously reported. We have changed the composition of our product categories, including a decrease to four product categories. As a result of these changes, prior period amounts, as disclosed in Note 3, have been reclassified to conform to the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which intends to address diversity and inconsistency in the accounting related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have elected to early adopt this guidance effective July 1, 2022, and have determined there is no material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and optional expedients in this update are effective, as elected, beginning March 12, 2020 through December 31, 2022 and may be elected by topic. We have not elected adoption of this optional guidance and do not intend to elect this guidance before the sunset date of December 31, 2022, as there is no material impact on our consolidated financial statements. |
Net Income per Common Share | Net income per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards Codification, which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisitions described above: Total (in thousands) Cash and cash equivalents $ 9,133 Accounts receivable 136,916 Other receivables 1,247 Inventories 70,711 Contract assets 163 Other current assets 4,700 Property, plant and equipment 48,931 Operating lease right-of-use assets 29,724 Goodwill 183,148 Intangible assets 246,400 Total assets $ 731,073 Accounts payable $ 19,864 Accrued liabilities 30,606 Contract liabilities 10,047 Operating lease liabilities 29,724 Long-term debt 2,163 Total liabilities $ 92,404 Total purchase consideration 638,669 Less: accrued contingent consideration and purchase price adjustments ( 9,985 ) Less: cash acquired ( 9,133 ) Total cash consideration, net of cash acquired $ 619,551 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Sales by Product Category | The following table disaggregates our sales by product category: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Lumber & lumber sheet goods $ 1,816,347 $ 2,405,840 $ 6,986,993 $ 6,771,227 Manufactured products 1,478,183 1,259,294 4,541,390 3,208,934 Windows, doors & millwork 1,294,099 883,448 3,539,103 2,473,519 Specialty building products & services 1,172,834 960,008 3,301,367 2,805,367 Net sales $ 5,761,463 $ 5,508,590 $ 18,368,853 $ 15,259,047 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted EPS | The table below presents the calculation of basic and diluted EPS: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator: Net income $ 738,007 $ 613,145 $ 2,364,856 $ 1,282,960 Denominator: Weighted average shares outstanding, basic 155,309 204,268 167,522 205,976 Dilutive effect of options and RSUs 1,184 1,362 1,589 1,537 Weighted average shares outstanding, diluted 156,493 205,630 169,111 207,513 Net income per share: Basic $ 4.75 $ 3.00 $ 14.12 $ 6.23 Diluted $ 4.72 $ 2.98 $ 13.98 $ 6.18 Antidilutive and contingent RSUs excluded from diluted EPS 8 220 129 241 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill: (in thousands) Balance as of December 31, 2021 (1) $ 3,270,192 Acquisitions 183,148 Balance as of September 30, 2022 (1) $ 3,453,340 (1) Goodwill is presented net of historical accumulated impairment losses o f $ 44.6 million. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table presents intangible assets as of: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Gross Accumulated Amortization (in thousands) Customer relationships $ 2,026,265 $ ( 522,462 ) $ 1,781,264 $ ( 328,540 ) Trade names 201,861 ( 162,395 ) 201,861 ( 155,141 ) Subcontractor relationships 5,440 ( 5,117 ) 5,440 ( 3,757 ) Non-compete agreements 14,919 ( 5,072 ) 13,519 ( 3,243 ) Developed technology 95,600 ( 11,681 ) 95,600 ( 3,594 ) Total intangible assets $ 2,344,085 $ ( 706,727 ) $ 2,097,684 $ ( 494,275 ) |
Estimated Amortization Expense for Intangible Assets | The following table presents the estimated amortization expense (in thousands) for intangible assets for the years ending December 31: (in thousands) 2022 (from Oct 1, 2022) $ 89,643 2023 323,904 2024 261,946 2025 190,795 2026 166,933 Thereafter 604,137 Total future net intangible amortization expense $ 1,637,358 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following as of: September 30, December 31, (in thousands) Accrued payroll and other employee related expenses $ 492,125 $ 385,800 Accrued business taxes 102,445 81,055 Self-insurance reserves 77,599 68,060 Amounts accrued for repurchases of common stock 41,826 51,545 Accrued rebates payable 48,841 51,805 Accrued interest 24,766 31,666 Other 63,156 48,973 Total accrued liabilities $ 850,758 $ 718,904 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following as of: September 30, December 31, (in thousands) 2026 revolving credit facility (1) $ 450,000 $ 588,000 4.25 % 2032 notes 1,300,000 1,000,000 6.375 % 2032 notes 700,000 — 2030 notes 550,000 550,000 2027 notes — 612,500 Other finance obligations 200,393 202,995 Finance lease obligations 4,765 3,787 3,205,158 2,957,282 Unamortized debt discount/premium and debt issuance costs ( 31,892 ) ( 27,500 ) 3,173,266 2,929,782 Less: current maturities of long-term debt 3,837 3,660 Long-term debt, net of current maturities, discounts and issuance costs $ 3,169,429 $ 2,926,122 (1) The weighted average interest rate was 3.4 % and 2.8 % as of September 30, 2022 and December 31, 2021 , respectively. |
Employee Stock-Based Compensa_2
Employee Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Performance Market and Service Condition Based Restricted Stock Unit Grants | |
Schedule of Share-based Payment Award, Restricted Stock Unit, Valuation Assumptions | The average grant date fair value for these RSUs, with consideration of the market condition, wa s $ 70.77 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions: Expected volatility (company) 53.0 % Expected volatility (peer group median) 34.6 % Correlation between the Company and peer group median 0.6 Expected dividend yield 0.0 % Risk-free rate 1.7 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations | A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 2.9 2.9 2.9 2.8 Stock-based compensation windfall benefit 0.0 0.0 ( 0.5 ) ( 0.5 ) Permanent differences and other 0.0 ( 0.4 ) 0.0 ( 0.1 ) 23.9 % 23.5 % 23.4 % 23.2 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Store States | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Entity formed, year | 1998 |
Number of Locations | Store | 575 |
Number of states | States | 42 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | Sep. 01, 2022 | Jul. 01, 2022 | Apr. 01, 2022 |
Texas Panel Truss Businesses | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 89.1 | ||
East Panel Truss Businesses | |||
Business Acquisition [Line Items] | |||
Consideration transferred | 79.6 | ||
Valley Truss Co., Inc | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 31.6 | ||
Odds-N-Ends, Inc., d/b/a HomCo Lumber & Hardware | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 32.1 | ||
Trussway, LLC and its Subsidiaries | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 274.8 | ||
Fulcrum Building Group Holdings, LLC and its Subsidiaries | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 122.3 |
Business Combinations - Summary
Business Combinations - Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,453,340 | $ 3,270,192 | |
Total cash consideration, net of cash acquired | 619,551 | $ 898,113 | |
Texas Panel Truss Businesses East Panel Truss Businesses Valley Truss Co., Inc. Odds-N-Ends, Inc., d/b/a HomCo Lumber & Hardware Trussway, LLC and its Subsidiaries Fulcrum Building Group Holdings, LLC and its Subsidiaries | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 9,133 | ||
Accounts receivable | 136,916 | ||
Other receivables | 1,247 | ||
Inventories | 70,711 | ||
Contract assets | 163 | ||
Other current assets | 4,700 | ||
Property, plant and equipment | 48,931 | ||
Operating lease right-of-use assets | 29,724 | ||
Goodwill | 183,148 | ||
Intangible assets | 246,400 | ||
Total assets | 731,073 | ||
Accounts payable | 19,864 | ||
Accrued liabilities | 30,606 | ||
Contract liabilities | 10,047 | ||
Operating lease liabilities | 29,724 | ||
Long-term debt | 2,163 | ||
Total liabilities | 92,404 | ||
Total purchase consideration | 638,669 | ||
Less: accrued contingent consideration and purchase price adjustments | (9,985) | ||
Less: cash acquired | (9,133) | ||
Total cash consideration, net of cash acquired | $ 619,551 |
Revenue - Sales by Product Cate
Revenue - Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net sales | $ 5,761,463 | $ 5,508,590 | $ 18,368,853 | $ 15,259,047 |
Lumber and Lumber Sheet Goods | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net sales | 1,816,347 | 2,405,840 | 6,986,993 | 6,771,227 |
Manufactured Products | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net sales | 1,478,183 | 1,259,294 | 4,541,390 | 3,208,934 |
Windows, Doors and Millwork | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net sales | 1,294,099 | 883,448 | 3,539,103 | 2,473,519 |
Specialty Building Products & Services | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net sales | $ 1,172,834 | $ 960,008 | $ 3,301,367 | $ 2,805,367 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Transferred over Time | Maximum | |
Disaggregation Of Revenue [Line Items] | |
Percentage of sales related to contracts with service | 10% |
Net Income per Common Share - S
Net Income per Common Share - Summary of Calculation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net income | $ 738,007 | $ 987,209 | $ 639,640 | $ 613,145 | $ 497,235 | $ 172,580 | $ 2,364,856 | $ 1,282,960 |
Denominator: | ||||||||
Weighted average shares outstanding, basic | 155,309 | 204,268 | 167,522 | 205,976 | ||||
Dilutive effect of options and RSUs | 1,184 | 1,362 | 1,589 | 1,537 | ||||
Weighted average shares outstanding, diluted | 156,493 | 205,630 | 169,111 | 207,513 | ||||
Net income per share: | ||||||||
Basic | $ 4.75 | $ 3 | $ 14.12 | $ 6.23 | ||||
Diluted | $ 4.72 | $ 2.98 | $ 13.98 | $ 6.18 | ||||
Antidilutive and contingent RSUs excluded from diluted EPS | 8 | 220 | 129 | 241 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 3,270,192 |
Acquisitions | 183,148 |
Goodwill, Ending Balance | $ 3,453,340 |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Historical accumulated impairment losses | $ 44.6 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Goodwill recognized from current year acquisitions | $ 183,148 |
Goodwill amortization period | 15 years |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,344,085 | $ 2,097,684 |
Accumulated Amortization | (706,727) | (494,275) |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,026,265 | 1,781,264 |
Accumulated Amortization | (522,462) | (328,540) |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 201,861 | 201,861 |
Accumulated Amortization | (162,395) | (155,141) |
Subcontractor Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,440 | 5,440 |
Accumulated Amortization | (5,117) | (3,757) |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,919 | 13,519 |
Accumulated Amortization | (5,072) | (3,243) |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,600 | 95,600 |
Accumulated Amortization | $ (11,681) | $ (3,594) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets in connection with acquisition | $ 246.4 | $ 246.4 | ||
Weighted average useful lives of the acquired intangible assets | 5 years 1 month 6 days | |||
Amortization expenses | 76.7 | $ 92.3 | $ 212.5 | $ 261.6 |
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets in connection with acquisition | 245 | $ 245 | ||
Weighted average useful lives of the acquired intangible assets | 5 years 1 month 6 days | |||
Non-compete Agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets in connection with acquisition | $ 1.4 | $ 1.4 | ||
Weighted average useful lives of the acquired intangible assets | 5 years |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (from Oct 1, 2022) | $ 89,643 |
2023 | 323,904 |
2024 | 261,946 |
2025 | 190,795 |
2026 | 166,933 |
Thereafter | 604,137 |
Total future net intangible amortization expense | $ 1,637,358 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of accrued liabilities | ||
Accrued payroll and other employee related expenses | $ 492,125 | $ 385,800 |
Accrued business taxes | 102,445 | 81,055 |
Self-insurance reserves | 77,599 | 68,060 |
Amounts accrued for repurchases of common stock | 41,826 | 51,545 |
Accrued rebates payable | 48,841 | 51,805 |
Accrued interest | 24,766 | 31,666 |
Other | 63,156 | 48,973 |
Total accrued liabilities | $ 850,758 | $ 718,904 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 15, 2022 | Jan. 21, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 3,205,158 | $ 2,957,282 | |||
Unamortized debt discount/premium and debt issuance costs | (31,892) | (27,500) | |||
Long-term debt and capital lease obligation | 3,173,266 | 2,929,782 | |||
Less: current maturities of long-term debt | 3,837 | 3,660 | |||
Long-term debt, net of current maturities, discounts and issuance costs | 3,169,429 | 2,926,122 | |||
2026 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 450,000 | 588,000 | |||
4.25% 2032 notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 1,300,000 | 1,000,000 | $ 1,000,000 | ||
6.375% 2032 notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 700,000 | $ 700,000 | |||
2030 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 550,000 | 550,000 | |||
2027 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 612,500 | ||||
2032 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 300,000 | ||||
Other Finance Obligations | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | 200,393 | 202,995 | |||
Finance Lease Obligations | |||||
Debt Instrument [Line Items] | |||||
Debt instrument carrying amount | $ 4,765 | $ 3,787 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | Sep. 30, 2022 | Dec. 31, 2021 |
4.25% 2032 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.25% | 4.25% |
6.375% 2032 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.375% | |
2026 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 3.40% | 2.80% |
Long-Term Debt - 2022 Debt Tran
Long-Term Debt - 2022 Debt Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 15, 2022 | Feb. 04, 2022 | Jan. 21, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Jun. 16, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | $ 3,205,158,000 | $ 2,957,282,000 | |||||||
2026 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | 450,000,000 | 588,000,000 | |||||||
Increase in line of credit facility | $ 400,000,000 | ||||||||
Line of credit facility maximum borrowing capacity | 1,800,000,000 | $ 1,800,000,000 | |||||||
2026 Revolving Credit Facility | Other Assets | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 2,000,000 | ||||||||
2026 Revolving Credit Facility | Minimum | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument applicable rate | 1.35% | 1.35% | |||||||
2026 Revolving Credit Facility | Maximum | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument applicable rate | 1.60% | 1.60% | |||||||
2032 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | $ 300,000,000 | ||||||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | ||||||
Net percentage of proceeds from debt issuance | 100.50% | ||||||||
Proceeds from issuance of long-term debt | $ 1,500,000 | ||||||||
Debt issuance costs | 4,400,000 | ||||||||
6.375% 2032 notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | $ 700,000,000 | $ 700,000,000 | |||||||
Private offered aggregate principal amount rate | 6.375% | 6.375% | |||||||
Net percentage of proceeds from debt issuance | 100% | ||||||||
Debt issuance costs | $ 10,400,000 | ||||||||
4.25% 2032 notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | $ 1,300,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||||
Debt instrument aggregate principal amount | $ 300,000,000 | $ 1,000,000,000 | |||||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | ||||||
6.75% Senior Secured Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument carrying amount | $ 612,500,000 | ||||||||
Private offered aggregate principal amount rate | 6.75% | ||||||||
2027 notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 27,400,000 | ||||||||
Gain (Loss) on repurchase of debt instrument | 20,700,000 | ||||||||
Write off of unamortized deferred loan cost | $ 6,700,000 |
Long-Term Debt - 2026 Revolving
Long-Term Debt - 2026 Revolving Credit Facility - Additional Information (Detail) - USD ($) | 9 Months Ended | |||||
Feb. 04, 2022 | Sep. 30, 2022 | Jun. 15, 2022 | Jan. 21, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | $ 3,205,158,000 | $ 2,957,282,000 | ||||
Outstanding letters of credit | 129,000,000 | |||||
2027 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | 612,500,000 | |||||
2030 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | $ 550,000,000 | 550,000,000 | ||||
Private offered aggregate principal amount rate | 5% | |||||
4.25% 2032 notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | $ 1,300,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | |||
6.375% 2032 notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | $ 700,000,000 | $ 700,000,000 | ||||
Private offered aggregate principal amount rate | 6.375% | 6.375% | ||||
2026 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 1,800,000,000 | $ 1,800,000,000 | ||||
Line of credit facility outstanding | 450,000,000 | $ 588,000,000 | ||||
Line of credit facility, excess remaining borrowing capacity | 1,200,000,000 | |||||
Outstanding letters of credit | $ 129,000,000 | |||||
Line of credit commitment fee percentage | 0.20% | |||||
Fronting fee per annum | 0.125% | |||||
Minimum fixed charge ratio | 1 | |||||
Debt instrument, covenant description | In addition, the 2026 facility also contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $180.0 million as of September 30, 2022. | |||||
Debt instrument minimum excess availability-dollars | $ 80,000,000 | |||||
Debt instrument minimum excess availability-percentage | 10% | |||||
Debt instrument covenant maximum borrowing capacity amount | $ 180,000,000 | |||||
2026 Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rates of outstanding letters of credit | 1.25% | |||||
2026 Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rates of outstanding letters of credit | 1.50% | |||||
2026 Revolving Credit Facility | SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument applicable rate | 1.35% | 1.35% | ||||
2026 Revolving Credit Facility | SOFR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument applicable rate | 1.60% | 1.60% | ||||
2026 Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument applicable rate | 0.25% | |||||
2026 Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument applicable rate | 0.50% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes due 2032 - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 15, 2022 | Mar. 31, 2022 | Jan. 21, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 3,205,158 | $ 2,957,282 | ||||
2032 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 300,000 | |||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | |||
Debt instrument interest rate terms | payable semi-annually on February 1 and August 1 of each year. The 6.375% 2032 notes mature on June 15, 2032, with interest accruing at a rate of 6.375% per annum and interest payable semi-annually on June 15 and December 15 of each year. | |||||
Purchase price, Percentage of principal amount | 101% | |||||
2032 Notes | Redemption Period Within Five Years from Date of Issuance | ||||||
Debt Instrument [Line Items] | ||||||
Purchase price, Percentage of principal amount | 100% | |||||
2032 Notes | Redemption Period Within Three Years from Date of Issuance | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Purchase price, Percentage of principal amount | 40% | |||||
4.25% 2032 notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 1,300,000 | $ 1,000,000 | $ 1,000,000 | |||
Debt instrument aggregate principal amount | $ 300,000 | $ 1,000,000 | ||||
Senior secured term loan maturity date | Feb. 01, 2032 | |||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | |||
Debt instrument interest rate terms | payable semi-annually on February 1 and August 1 of each year | |||||
6.375% 2032 notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 700,000 | $ 700,000 | ||||
Senior secured term loan maturity date | Jun. 15, 2032 | |||||
Private offered aggregate principal amount rate | 6.375% | 6.375% | ||||
Debt instrument interest rate terms | payable semi-annually on June 15 and December 15 of each year. |
Long-Term Debt - Fair Value - A
Long-Term Debt - Fair Value - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 15, 2022 | Mar. 31, 2022 | Jan. 21, 2022 | Jul. 31, 2021 |
4.25% 2032 notes | |||||
Debt Instrument [Line Items] | |||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% | ||
4.25% 2032 notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of long term debt | $ 999.4 | ||||
6.375% 2032 notes | |||||
Debt Instrument [Line Items] | |||||
Private offered aggregate principal amount rate | 6.375% | 6.375% | |||
6.375% 2032 notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of long term debt | $ 625.3 | ||||
2030 Notes | |||||
Debt Instrument [Line Items] | |||||
Private offered aggregate principal amount rate | 5% | ||||
2030 Notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of long term debt | $ 467.5 | ||||
2032 Notes | |||||
Debt Instrument [Line Items] | |||||
Private offered aggregate principal amount rate | 4.25% | 4.25% | 4.25% |
Employee Stock-Based Compensa_3
Employee Stock-Based Compensation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Time Based Restricted Stock Unit Grants | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Granted | 490,700 |
Weighted average grant date fair value, granted | $ / shares | $ 63.55 |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche One | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award vesting percentage | 33% |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche Two | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award vesting percentage | 33% |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Tranche Three | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award vesting percentage | 33% |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Vesting On Second and Third Anniversary | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Granted | 28,400 |
Stock award vesting percentage | 25% |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Vesting On Fourth Anniversary | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award vesting percentage | 50% |
Time Based Restricted Stock Unit Grants | Share Based Compensation Award Vesting Over Three Years | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Granted | 462,300 |
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Granted | 158,100 |
Stock award granted vested period | 3 years |
Weighted average grant date fair value, granted | $ / shares | $ 70.77 |
Increased percentage of total number of shares of additional common stock earned | 10% |
Decreased percentage of total number of shares of additional common stock earned | 10% |
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of number of shares of common stock earned | 0% |
Performance Market and Service Condition Based Restricted Stock Unit Grants | 2014 Incentive Plan | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of number of shares of common stock earned | 200% |
Employee Stock-Based Compensa_4
Employee Stock-Based Compensation - Restricted Stock Unit Valuation (Detail) - Performance Market and Service Condition Based Restricted Stock Unit Grants | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility (company) | 53% |
Expected volatility (peer group median) | 34.60% |
Correlation between the Company and peer group median | 0.6 |
Expected dividend yield | 0% |
Risk-free rate | 1.70% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% |
State income taxes, net of federal income tax | 2.90% | 2.90% | 2.90% | 2.80% |
Stock-based compensation windfall benefit | 0% | 0% | (0.50%) | (0.50%) |
Permanent differences and other | 0% | (0.40%) | 0% | (0.10%) |
Total effective rate for continuing operations | 23.90% | 23.50% | 23.40% | 23.20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Outstanding letters of credit | $ 129 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Percentage of accounts receivable due from and net sales | 1% | 1% | 1% | 1% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Cash consideration paid | $ 619,551 | $ 898,113 | |
Subsequent Event | Pima Door and Supply and Sunrise Carpentry | |||
Subsequent Event [Line Items] | |||
Cash consideration paid | $ 9,500 |