Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | BUILDERS FIRSTSOURCE, INC. | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 $0.01 per share | |
Entity Common Stock, Shares Outstanding | 122,057,169 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-40620 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2084569 | |
Entity Address, Address Line One | 6031 Connection Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75039 | |
City Area Code | 214 | |
Local Phone Number | 880-3500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 3,891,352 | $ 3,883,314 |
Cost of sales | 2,591,498 | 2,511,914 |
Gross margin | 1,299,854 | 1,371,400 |
Selling, general and administrative expenses | 926,257 | 904,217 |
Income from operations | 373,597 | 467,183 |
Interest expense, net | 48,336 | 42,108 |
Income before income taxes | 325,261 | 425,075 |
Income tax expense | 66,480 | 91,289 |
Net income | $ 258,781 | $ 333,786 |
Net income per share: | ||
Basic | $ 2.12 | $ 2.44 |
Diluted | $ 2.10 | $ 2.41 |
Weighted average common shares: | ||
Basic | 121,972 | 137,074 |
Diluted | 123,371 | 138,412 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 697,475 | $ 66,156 |
Accounts receivable, less allowances of $48,647 and $42,488, respectively | 1,394,667 | 1,436,917 |
Other receivables | 200,471 | 290,310 |
Inventories, net | 1,356,907 | 1,228,265 |
Contract assets | 173,315 | 165,677 |
Other current assets | 120,453 | 113,403 |
Total current assets | 3,943,288 | 3,300,728 |
Property, plant and equipment, net | 1,836,134 | 1,803,824 |
Operating lease right-of-use assets, net | 509,756 | 502,184 |
Goodwill | 3,582,857 | 3,556,556 |
Intangible assets, net | 1,242,381 | 1,298,173 |
Other assets, net | 54,027 | 37,987 |
Total assets | 11,168,443 | 10,499,452 |
Current liabilities: | ||
Accounts payable | 1,024,983 | 881,384 |
Accrued liabilities | 483,942 | 717,528 |
Contract liabilities | 172,517 | 162,659 |
Current portion of operating lease liabilities | 97,254 | 98,217 |
Current maturities of long-term debt | 2,803 | 3,649 |
Total current liabilities | 1,781,499 | 1,863,437 |
Noncurrent portion of operating lease liabilities | 444,599 | 434,081 |
Long-term debt, net of current maturities, discounts and issuance costs | 3,701,479 | 3,177,411 |
Deferred income taxes | 158,832 | 167,199 |
Other long-term liabilities | 125,326 | 124,973 |
Total liabilities | 6,211,735 | 5,767,101 |
Commitments and contingencies (Note 11) | ||
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; 122,049 and 121,857 shares issued and outstanding at March 31, 2024, and December 31, 2023, respectively | 1,220 | 1,219 |
Additional paid-in capital | 4,256,122 | 4,270,948 |
Retained earnings | 699,366 | 460,184 |
Total stockholders' equity | 4,956,708 | 4,732,351 |
Total liabilities and stockholders' equity | $ 11,168,443 | $ 10,499,452 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowances on trade accounts receivable | $ 48,647 | $ 42,488 |
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 | 122,049,000 | 121,857,000 |
Common stock, shares outstanding | 122,049,000 | 121,857,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 258,781 | $ 333,786 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 140,381 | 136,549 |
Deferred income taxes | (8,368) | (21,469) |
Stock-based compensation expense | 16,900 | 11,026 |
Other non-cash adjustments | 179 | 1,645 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||
Receivables | 136,636 | 108,561 |
Inventories | (126,707) | 101,745 |
Contract assets | (7,638) | 7,583 |
Other current assets | (7,048) | 8,143 |
Other assets and liabilities | (16,664) | 1,734 |
Accounts payable | 143,616 | 139,545 |
Accrued liabilities | (222,715) | (174,994) |
Contract liabilities | 9,834 | 527 |
Net cash provided by operating activities | 317,187 | 654,381 |
Cash flows from investing activities: | ||
Cash used for acquisitions | (58,705) | (78,970) |
Purchases of property, plant and equipment | (93,212) | (105,645) |
Proceeds from sale of property, plant and equipment | 3,567 | 5,755 |
Cash used for equity investments | (2,686) | |
Net cash used in investing activities | (151,036) | (178,860) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facility | 422,000 | 801,000 |
Repayments under revolving credit facility | (886,000) | (584,000) |
Proceeds from long-term debt and other loans | 1,000,000 | |
Repayments of long-term debt and other loans | (879) | (1,048) |
Payments of loan costs | (12,529) | (1,180) |
Payment of acquisition-related deferred and contingent consideration | (8,900) | |
Tax withholdings on and exercises of equity awards | (31,723) | (22,538) |
Repurchase of common stock | (16,801) | (603,793) |
Net cash provided by (used in) financing activities | 465,168 | (411,559) |
Net change in cash and cash equivalents | 631,319 | 63,962 |
Cash and cash equivalents at beginning of period | 66,156 | 80,445 |
Cash and cash equivalents at end of period | 697,475 | 144,407 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 51,628 | 50,309 |
Cash paid for income taxes | 2,747 | 3,548 |
Supplemental disclosures of non-cash activities: | ||
Non-cash or accrued consideration for acquisitions | 279 | 5,600 |
Accrued purchases of property, plant and equipment | 6,395 | 3,991 |
Right-of-use assets obtained in exchange for operating lease obligations | 29,719 | 20,869 |
Amounts accrued related to repurchases of common stock | $ 2,800 | $ 68,262 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | ||
Balance at Dec. 31, 2022 | $ 4,962,566 | $ 1,389 | $ 4,257,667 | $ 703,510 | ||
Balance, shares at Dec. 31, 2022 | 138,864 | |||||
Vesting of restricted stock units | $ 7 | (7) | ||||
Vesting of restricted stock units, shares | 687 | |||||
Stock-based compensation expense | 11,026 | 11,026 | ||||
Repurchase of common stock | [1] | $ (627,608) | $ (75) | (627,533) | ||
Repurchase of common stock, shares | (7,500) | (7,546) | [1] | |||
Exercise of stock options | $ 315 | 315 | ||||
Exercise of stock options, shares | 38 | |||||
Shares withheld for restricted stock units vested | (22,853) | $ (3) | (22,850) | |||
Shares withheld for restricted stock units vested, shares | (276) | |||||
Net income | 333,786 | 333,786 | ||||
Balance at Mar. 31, 2023 | 4,657,232 | $ 1,318 | 4,246,151 | 409,763 | ||
Balance, shares at Mar. 31, 2023 | 131,767 | |||||
Balance at Dec. 31, 2023 | $ 4,732,351 | $ 1,219 | 4,270,948 | 460,184 | ||
Balance, shares at Dec. 31, 2023 | 121,857 | 121,857 | ||||
Vesting of restricted stock units | $ 4 | (4) | ||||
Vesting of restricted stock units, shares | 438 | |||||
Stock-based compensation expense | $ 16,900 | 16,900 | ||||
Repurchase of common stock | [2] | $ (19,600) | $ (1) | (19,599) | ||
Repurchase of common stock, shares | (100) | (97) | [2] | |||
Exercise of stock options | $ 151 | $ 0 | 151 | |||
Exercise of stock options, shares | 21 | |||||
Shares withheld for restricted stock units vested | (31,876) | $ (3) | (31,873) | |||
Shares withheld for restricted stock units vested, shares | (169) | |||||
Net income | 258,781 | 258,781 | ||||
Balance at Mar. 31, 2024 | $ 4,956,708 | $ 1,220 | $ 4,256,122 | $ 699,366 | ||
Balance, shares at Mar. 31, 2024 | 122,049 | 122,049 | ||||
[1] During the three months ended March 31, 2023 , we repurchased and retired 7.5 million shares of our common stock for $ 627.6 million, inclusive of applicable fees and taxes, at an average price of $ 83.17 per share. During the three months ended March 31, 2024 , we repurchased and retired 0.1 million shares of our common stock for $ 19.6 million , inclusive of applicable fees and taxes, at an average price of $ 202.67 per share. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Statement of Stockholders' Equity [Abstract] | ||||
Repurchased and retired common stock, shares | 0.1 | 7.5 | ||
Repurchased and retired common stock | $ 19,600 | [1] | $ 627,608 | [2] |
Average price of common shares repurchased and retired | $ 202.67 | $ 83.17 | ||
[1] During the three months ended March 31, 2024 , we repurchased and retired 0.1 million shares of our common stock for $ 19.6 million , inclusive of applicable fees and taxes, at an average price of $ 202.67 per share. During the three months ended March 31, 2023 , we repurchased and retired 7.5 million shares of our common stock for $ 627.6 million, inclusive of applicable fees and taxes, at an average price of $ 83.17 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 258,781 | $ 333,786 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 approximatel y 570 locations in 43 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, 2023, 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, 2023, 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, 2023, included in our most recent annual report on Form 10-K for fiscal year 2023 (“2023 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 2023 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 2023 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. Equity Investments The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2024, and are not considered significant to the Company. Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including changing the composition of our product categories, amounts presented as repurchases of common stock and tax withholdings on and exercises of equity awards, and amounts reported as borrowings under revolving credit facility and repayments under revolving credit facility. Prior period amounts related to product categories as disclosed in Note 3 have been reclassified to conform to the current year presentation. The prior period amounts in the Condensed Consolidated Statements of Cash Flows for borrowings and repayments under the revolving credit facility have been reclassified to conform to the current year presentation. This change to reflect net amounts rather than gross amounts, resulted in a $ 466.0 million reduction in both borrowings under the revolving credit facility and repayments under the revolving credit facility. Additionally, the prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, financing cash flows, or total cash flows as previously reported. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations During the first three months of 2024, we acquired certain assets and the operations of Quality Door & Millwork, Inc. (“Quality Door”) and Hanson Truss Components, Inc. (“Hanson Truss”) for a combined total of approximately $ 59.0 million. Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas. Hanson Truss produces trusses, serving the areas of Northern California and Western Nevada. During the first three months of 2023, we acquired certain assets and operations of Noltex Holdings, Inc. and affiliates (“Noltex”) for $ 84.6 million. Noltex manufactures trusses and provides building components to the single and multi-family markets, serving Texas markets in the Dallas-Fort Worth, San Antonio, Houston, Lubbock, and Midland areas. The acquisitions were funded with a combination of cash on hand and borrowings under our $ 1.8 billion revolving credit facility due January 17, 2028 (the “Revolving Facility ”). The 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 dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, 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 acquisitions during the periods ended March 31, 2024, and March 31, 2023: Total Acquisitions 2024 2023 (in thousands) Accounts receivable $ 4,546 $ — Inventories 1,935 11,712 Other current assets 5 — Property, plant and equipment 2,857 8,021 Operating lease right-of-use assets 2,888 4,438 Finance lease right-of-use assets — 528 Goodwill 26,301 38,501 Intangible assets 24,089 26,700 Other assets — 126 Total assets $ 62,621 $ 90,026 Accounts payable $ 702 $ — Accrued liabilities 23 — Contract liabilities 24 490 Operating lease liabilities 2,888 4,438 Finance lease liabilities — 528 Total liabilities $ 3,637 $ 5,456 Total purchase consideration 58,984 84,570 Less: accrued contingent consideration and purchase price adjustments ( 279 ) ( 5,600 ) Total cash consideration $ 58,705 $ 78,970 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table disaggregates our sales by product category: Three Months Ended 2024 2023 (in thousands) Lumber & lumber sheet goods $ 980,567 $ 872,140 Manufactured products 979,124 1,080,617 Windows, doors & millwork 1,030,148 1,038,036 Specialty building products & services 901,513 892,521 Net sales $ 3,891,352 $ 3,883,314 We reclassified net sales of $ 54.0 million into the Specialty building products and services product category for the three months ended March 31, 2023, to conform to the current year presentation. 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 March 31, 2024, and 2023, we recognized as revenue approximately 75 % and 70 % of the contract liabilities balances outstanding as of December 31, 2023, and 2022 , respectively. |
Net Income per Common Share
Net Income per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 (in thousands, except per share amounts) Numerator: Net income $ 258,781 $ 333,786 Denominator: Weighted average shares outstanding, basic 121,972 137,074 Dilutive effect of options and RSUs 1,398 1,338 Weighted average shares outstanding, diluted 123,371 138,412 Net income per share: Basic $ 2.12 $ 2.44 Diluted $ 2.10 $ 2.41 Antidilutive and contingent RSUs excluded from diluted EPS 36 1 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 (1) $ 3,556,556 Acquisitions 26,301 Balance as of March 31, 2024 (1) $ 3,582,857 (1) Goodwill is presented net of historical accumulated impairment losses o f $ 44.6 million. In 2024, the change in the carrying amount of goodwill is attributable to the acquisitions completed during the year. As of March 31, 2024 , 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 goodwill recognized from the current year acquisitions is expected to be deductible and amortized ratably over a 15-year period for tax purposes. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table presents intangible assets as of: March 31, 2024 December 31, 2023 Gross Accumulated Amortization Gross Accumulated Amortization (in thousands) Customer relationships $ 2,129,819 $ ( 987,294 ) $ 2,105,730 $ ( 912,865 ) Trade names 64,500 ( 38,614 ) 64,500 ( 36,459 ) Non-compete agreements 13,050 ( 6,825 ) 13,050 ( 6,223 ) Developed technology 95,600 ( 27,855 ) 95,600 ( 25,160 ) Total intangible assets $ 2,302,969 $ ( 1,060,588 ) $ 2,278,880 $ ( 980,707 ) In connection with the current year acquisitions, we recorded customer relationships intangible assets of $ 24.1 million . The weighted average useful life of the current year acquired intangible assets is 3.0 years. 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 months ended March 31, 2024, and March 31, 2023, we recorded amortization expense in relation to the above-listed intangible assets of $ 79.9 million and $ 84.6 million , respectively. The following table presents the estimated amortization expense for intangible assets for the years ending December 31: (in thousands) 2024 (from April 1, 2024) $ 214,524 2025 220,514 2026 192,162 2027 150,048 2028 124,052 Thereafter 341,081 Total future net intangible amortization expense $ 1,242,381 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following as of: March 31, December 31, (in thousands) Accrued payroll and other employee related expenses $ 196,466 $ 383,157 Self-insurance reserves 92,049 89,987 Accrued business taxes 62,248 59,110 Accrued interest 30,185 34,537 Accrued rebates payable 22,028 35,921 Amounts accrued for repurchases of common stock 19,788 16,988 Accrued professional services fees 13,589 20,460 Accrued contingent consideration & purchase price adjustments 6,111 43,127 Other 41,478 34,241 Total accrued liabilities $ 483,942 $ 717,528 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following as of: March 31, December 31, (in thousands) Revolving credit facility (1) $ — $ 464,000 4.25 % 2032 notes 1,300,000 1,300,000 6.375 % 2034 notes 1,000,000 — 6.375 % 2032 notes 700,000 700,000 5.00 % 2030 notes 550,000 550,000 Other finance obligations 192,623 193,048 Finance lease obligations 1,948 2,297 3,744,571 3,209,345 Unamortized debt discount/premium and debt issuance costs ( 40,289 ) ( 28,285 ) 3,704,282 3,181,060 Less: current maturities of long-term debt 2,803 3,649 Long-term debt, net of current maturities, discounts and issuance costs $ 3,701,479 $ 3,177,411 (1) The weighted average interest rate was 8.0 % and 7.1 % as of March 31, 2024, and December 31, 2023 , respectively. 2024 Debt Transactions On February 29, 2024, the Company completed a private offering of $ 1.0 billion in aggregate principal amount of 6.375 % senior unsecured notes due 2034 (“ 6.375 % 2034 Notes”) at an issue price equal to 100 % of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the Revolving Facility and for general corporate purposes. In connection with the issuance of the 6.375 % 2034 notes, we incurred $ 12.8 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 % 2034 notes using the effective interest method. The 6.375 % 2034 Notes mature on March 1, 2034 , with interest accruing at a rate of 6.375 % per annum and interest payable semi-annually on March 1 and September 1 of each year. The terms of the 6.375 % 2034 Notes are governed by the indenture, dated as of February 29, 2024 (“2034 Indenture”). The 2034 Indenture contains consistent terms and are among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. The 6.375 % 2034 Notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by each of the Company’s direct and indirect wholly-owned subsidiaries (the “Guarantors”) that guarantee the Revolving Facility, the 5.000 % senior notes due 2030 (the “ 5.00 % 2030 Notes”), the 4.250 % senior notes due 2032 (the “ 4.25 % 2032 Notes”) and the 6.375 % senior notes due 2032 (the “ 6.375 % 2032 Notes” and, collectively with the 5.00 % 2030 Notes and the 4.25 % 2032 Notes, the “Existing Notes”). The 6.375 % 2034 Notes constitute senior unsecured obligations of the Company and Guarantors, pari passu in right of payment, with all of the existing and future senior indebtedness of the Company, including indebtedness under the Revolving Facility and the Existing Notes effectively subordinated to all existing and future secured indebtedness of the Company and the Guarantors (including indebtedness under the Revolving Facility) 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 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 6.375 % 2034 Notes. The 2034 Indenture contains 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 6.375 % 2034 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 the 6.375 % 2034 Notes plus the “applicable premium” set forth in the 2034 Indenture. The Company may, within three years of the date of issuance, redeem up to 40 % of the aggregate principal amount of the 6.375 % 2034 Notes with the net cash proceeds of one or more equity offerings at 106.375 % of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date. After the five-year period from original issuance, the Company may redeem the 6.375 % 2034 Notes at the redemption prices set forth in the 2034 Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control triggering events, holders of the 6.375 % 2034 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 . The Company’s Revolving Facility and other outstanding senior unsecured notes are discussed in more detail in our 2023 Form 10-K. Fair Value As of March 31, 2024, and December 31, 2023 , 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 Existing Notes, the 6.375 % 2034 Notes, and Revolving Facility at amortized cost. The fair values of the 5.00 % 2030 Notes, 4.25 % 2032 Notes, 6.375 % 2032 Notes, and 6.375 % 2034 Notes at March 31, 2024, were approximately $ 525.5 million , $ 1.2 billion , $ 711.3 million , and $ 1.0 billion , respectively, which were determined using Level 2 inputs based on market prices. We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2024 . |
Employee Stock-Based Compensati
Employee Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock-Based Compensation | 9. Employee Stock-Based Compensation Time Based Restricted Stock Unit Grants In the first three months of 2024, our board of directors granted 246,000 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. These grants vest over a service period between one and four years . The weighted average grant date fair value for these RSUs was $ 189.36 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 three months of 2024, our board of directors granted 81,000 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 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 $ 202.84 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions: Expected volatility (Company) 43.8 % Expected volatility (peer group median) 30.5 % Correlation between the Company and peer group median 0.5 Expected dividend yield 0.0 % Risk-free rate 4.5 % 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal income tax 2.5 2.5 Stock-based compensation windfall benefit ( 4.4 ) ( 2.3 ) Permanent differences and other 1.3 0.3 20.4 % 21.5 % 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. These differences could have a material impact on our consolidated results of operations or financial position. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies As of March 31, 2024, we had outstanding letters of credit totaling $ 66.5 million under our Revolving 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 materially affect 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 materially affect 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Business Combinations Subsequent to March 31, 2024, we completed a transaction to acquire certain assets and the operations of Schoeneman’s Building Materials who manufactures trusses and distributes building material products in the Sioux Falls, South Dakota 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) | 3 Months Ended |
Mar. 31, 2024 | |
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 2023 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. |
Equity Investments | Equity Investments The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2024, and are not considered significant to the Company. |
Reclassifications | Reclassifications Certain prior periods’ amounts have been reclassified to conform to the current year presentation, including changing the composition of our product categories, amounts presented as repurchases of common stock and tax withholdings on and exercises of equity awards, and amounts reported as borrowings under revolving credit facility and repayments under revolving credit facility. Prior period amounts related to product categories as disclosed in Note 3 have been reclassified to conform to the current year presentation. The prior period amounts in the Condensed Consolidated Statements of Cash Flows for borrowings and repayments under the revolving credit facility have been reclassified to conform to the current year presentation. This change to reflect net amounts rather than gross amounts, resulted in a $ 466.0 million reduction in both borrowings under the revolving credit facility and repayments under the revolving credit facility. Additionally, the prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation. Reclassifications had no impact on net income, total assets and liabilities, stockholders’ equity, financing cash flows, or total cash flows as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. |
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) | 3 Months Ended |
Mar. 31, 2024 | |
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 acquisitions during the periods ended March 31, 2024, and March 31, 2023: Total Acquisitions 2024 2023 (in thousands) Accounts receivable $ 4,546 $ — Inventories 1,935 11,712 Other current assets 5 — Property, plant and equipment 2,857 8,021 Operating lease right-of-use assets 2,888 4,438 Finance lease right-of-use assets — 528 Goodwill 26,301 38,501 Intangible assets 24,089 26,700 Other assets — 126 Total assets $ 62,621 $ 90,026 Accounts payable $ 702 $ — Accrued liabilities 23 — Contract liabilities 24 490 Operating lease liabilities 2,888 4,438 Finance lease liabilities — 528 Total liabilities $ 3,637 $ 5,456 Total purchase consideration 58,984 84,570 Less: accrued contingent consideration and purchase price adjustments ( 279 ) ( 5,600 ) Total cash consideration $ 58,705 $ 78,970 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales by Product Category | The following table disaggregates our sales by product category: Three Months Ended 2024 2023 (in thousands) Lumber & lumber sheet goods $ 980,567 $ 872,140 Manufactured products 979,124 1,080,617 Windows, doors & millwork 1,030,148 1,038,036 Specialty building products & services 901,513 892,521 Net sales $ 3,891,352 $ 3,883,314 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 (in thousands, except per share amounts) Numerator: Net income $ 258,781 $ 333,786 Denominator: Weighted average shares outstanding, basic 121,972 137,074 Dilutive effect of options and RSUs 1,398 1,338 Weighted average shares outstanding, diluted 123,371 138,412 Net income per share: Basic $ 2.12 $ 2.44 Diluted $ 2.10 $ 2.41 Antidilutive and contingent RSUs excluded from diluted EPS 36 1 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 (1) $ 3,556,556 Acquisitions 26,301 Balance as of March 31, 2024 (1) $ 3,582,857 (1) Goodwill is presented net of historical accumulated impairment losses o f $ 44.6 million. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table presents intangible assets as of: March 31, 2024 December 31, 2023 Gross Accumulated Amortization Gross Accumulated Amortization (in thousands) Customer relationships $ 2,129,819 $ ( 987,294 ) $ 2,105,730 $ ( 912,865 ) Trade names 64,500 ( 38,614 ) 64,500 ( 36,459 ) Non-compete agreements 13,050 ( 6,825 ) 13,050 ( 6,223 ) Developed technology 95,600 ( 27,855 ) 95,600 ( 25,160 ) Total intangible assets $ 2,302,969 $ ( 1,060,588 ) $ 2,278,880 $ ( 980,707 ) |
Estimated Amortization Expense for Intangible Assets | The following table presents the estimated amortization expense for intangible assets for the years ending December 31: (in thousands) 2024 (from April 1, 2024) $ 214,524 2025 220,514 2026 192,162 2027 150,048 2028 124,052 Thereafter 341,081 Total future net intangible amortization expense $ 1,242,381 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following as of: March 31, December 31, (in thousands) Accrued payroll and other employee related expenses $ 196,466 $ 383,157 Self-insurance reserves 92,049 89,987 Accrued business taxes 62,248 59,110 Accrued interest 30,185 34,537 Accrued rebates payable 22,028 35,921 Amounts accrued for repurchases of common stock 19,788 16,988 Accrued professional services fees 13,589 20,460 Accrued contingent consideration & purchase price adjustments 6,111 43,127 Other 41,478 34,241 Total accrued liabilities $ 483,942 $ 717,528 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following as of: March 31, December 31, (in thousands) Revolving credit facility (1) $ — $ 464,000 4.25 % 2032 notes 1,300,000 1,300,000 6.375 % 2034 notes 1,000,000 — 6.375 % 2032 notes 700,000 700,000 5.00 % 2030 notes 550,000 550,000 Other finance obligations 192,623 193,048 Finance lease obligations 1,948 2,297 3,744,571 3,209,345 Unamortized debt discount/premium and debt issuance costs ( 40,289 ) ( 28,285 ) 3,704,282 3,181,060 Less: current maturities of long-term debt 2,803 3,649 Long-term debt, net of current maturities, discounts and issuance costs $ 3,701,479 $ 3,177,411 (1) The weighted average interest rate was 8.0 % and 7.1 % as of March 31, 2024, and December 31, 2023 , respectively. |
Employee Stock-Based Compensa_2
Employee Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 202.84 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions: Expected volatility (Company) 43.8 % Expected volatility (peer group median) 30.5 % Correlation between the Company and peer group median 0.5 Expected dividend yield 0.0 % Risk-free rate 4.5 % |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal income tax 2.5 2.5 Stock-based compensation windfall benefit ( 4.4 ) ( 2.3 ) Permanent differences and other 1.3 0.3 20.4 % 21.5 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 States Store | Mar. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Entity formed, year | 1998 | |
Number of Locations | Store | 570 | |
Number of states | States | 43 | |
Reduction in borrowings under revolving credit facility | $ 466 | |
Reduction in repayments under revolving credit facility | $ 466 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revolving Credit Facility | ||
Business Acquisition [Line Items] | ||
Line of credit facility maximum borrowing capacity | $ 1,800 | |
Quality Door and Hanson Truss | ||
Business Acquisition [Line Items] | ||
Cash consideration for certain assets and operations acquired | $ 59 | |
Noltex | ||
Business Acquisition [Line Items] | ||
Cash consideration for certain assets and operations acquired | $ 84.6 |
Business Combinations - Summary
Business Combinations - Summary of Aggregate Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,582,857 | $ 3,556,556 | |
Total cash consideration | 58,705 | $ 78,970 | |
Quality Door and Hanson Truss | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 4,546 | ||
Inventories | 1,935 | ||
Other current assets | 5 | ||
Property, plant and equipment | 2,857 | ||
Operating lease right-of-use assets | 2,888 | ||
Goodwill | 26,301 | ||
Intangible assets | 24,089 | ||
Total assets | 62,621 | ||
Accounts payable | 702 | ||
Accrued liabilities | 23 | ||
Contract liabilities | 24 | ||
Operating lease liabilities | 2,888 | ||
Total liabilities | 3,637 | ||
Total purchase consideration | 58,984 | ||
Less: accrued contingent consideration and purchase price adjustments | (279) | ||
Total cash consideration | $ 58,705 | ||
Noltex | |||
Business Acquisition [Line Items] | |||
Inventories | 11,712 | ||
Property, plant and equipment | 8,021 | ||
Operating lease right-of-use assets | 4,438 | ||
Finance lease right-of-use assets | 528 | ||
Goodwill | 38,501 | ||
Intangible assets | 26,700 | ||
Other assets | 126 | ||
Total assets | 90,026 | ||
Contract liabilities | 490 | ||
Operating lease liabilities | 4,438 | ||
Finance lease liabilities | 528 | ||
Total liabilities | 5,456 | ||
Total purchase consideration | 84,570 | ||
Less: accrued contingent consideration and purchase price adjustments | (5,600) | ||
Total cash consideration | $ 78,970 |
Revenue - Schedule of Net Sales
Revenue - Schedule of Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||
Net sales | $ 3,891,352 | $ 3,883,314 |
Lumber and Lumber Sheet Goods | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Net sales | 980,567 | 872,140 |
Manufactured Products | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Net sales | 979,124 | 1,080,617 |
Windows, Doors and Millwork | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Net sales | 1,030,148 | 1,038,036 |
Specialty Building Products & Services | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Net sales | $ 901,513 | $ 892,521 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Percentage of recognized revenue from contract liability balances | 75% | 70% |
Net sales | $ 3,891,352 | $ 3,883,314 |
Specialty Building Products & Services | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 901,513 | 892,521 |
Specialty Building Products & Services | Reclassification | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 54,000 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income | $ 258,781 | $ 333,786 |
Denominator: | ||
Weighted average shares outstanding, basic | 121,972 | 137,074 |
Dilutive effect of options and RSUs | 1,398 | 1,338 |
Weighted average shares outstanding, diluted | 123,371 | 138,412 |
Net income per share: | ||
Basic | $ 2.12 | $ 2.44 |
Diluted | $ 2.10 | $ 2.41 |
Antidilutive and contingent RSUs excluded from diluted EPS | 36 | 1 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 3,556,556 |
Acquisitions | 26,301 |
Goodwill, Ending Balance | $ 3,582,857 |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Parenthetical) (Detail) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Historical accumulated impairment losses | $ 44.6 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill [Line Items] | |
Goodwill amortization period | 15 years |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,302,969 | $ 2,278,880 |
Accumulated Amortization | (1,060,588) | (980,707) |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,129,819 | 2,105,730 |
Accumulated Amortization | (987,294) | (912,865) |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 64,500 | 64,500 |
Accumulated Amortization | (38,614) | (36,459) |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,050 | 13,050 |
Accumulated Amortization | (6,825) | (6,223) |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,600 | 95,600 |
Accumulated Amortization | $ (27,855) | $ (25,160) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses | $ 79.9 | $ 84.6 |
Current Year Acquisitions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives of the acquired intangible assets | 3 years | |
Customer Relationships | Current Year Acquisitions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets in connection with acquisition | $ 24.1 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (from April 1, 2024) | $ 214,524 |
2025 | 220,514 |
2026 | 192,162 |
2027 | 150,048 |
2028 | 124,052 |
Thereafter | 341,081 |
Total future net intangible amortization expense | $ 1,242,381 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Summary of accrued liabilities | ||
Accrued payroll and other employee related expenses | $ 196,466 | $ 383,157 |
Self-insurance reserves | 92,049 | 89,987 |
Accrued business taxes | 62,248 | 59,110 |
Accrued interest | 30,185 | 34,537 |
Accrued rebates payable | 22,028 | 35,921 |
Amounts accrued for repurchases of common stock | 19,788 | 16,988 |
Accrued professional services fees | 13,589 | 20,460 |
Accrued contingent consideration & purchase price adjustments | 6,111 | 43,127 |
Other | 41,478 | 34,241 |
Total accrued liabilities | $ 483,942 | $ 717,528 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 3,744,571 | $ 3,209,345 | |
Unamortized debt discount/premium and debt issuance costs | (40,289) | (28,285) | |
Long-term debt and capital lease obligation | 3,704,282 | 3,181,060 | |
Less: current maturities of long-term debt | 2,803 | 3,649 | |
Long-term debt, net of current maturities, discounts and issuance costs | 3,701,479 | 3,177,411 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 464,000 | ||
4.25% 2032 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,300,000 | 1,300,000 | |
6.375% 2034 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,000,000 | $ 1,000,000 | |
6.375% 2032 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 700,000 | 700,000 | |
5.00% 2030 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 550,000 | 550,000 | |
Other Finance Obligations | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 192,623 | 193,048 | |
Finance Lease Obligations | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 1,948 | $ 2,297 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | Mar. 31, 2024 | Dec. 31, 2023 |
4.25% 2032 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.25% | 4.25% |
6.375% 2034 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.375% | 6.375% |
6.375% 2032 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.375% | 6.375% |
5.00% 2030 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5% | 5% |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 8% | 7.10% |
Long-Term Debt - 2024 Debt Tran
Long-Term Debt - 2024 Debt Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 3,744,571,000 | $ 3,209,345,000 | |
Redemption Period Within Five Years from Date of Issuance | |||
Debt Instrument [Line Items] | |||
Purchase price, percentage of principal amount | 100% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 464,000,000 | ||
Maximum | Redemption Period Within Three Years from Date of Issuance | |||
Debt Instrument [Line Items] | |||
Purchase price, percentage of principal amount | 40% | ||
6.375% 2034 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 1,000,000,000 | $ 1,000,000,000 | |
Private offered aggregate principal amount rate | 6.375% | 6.375% | |
Net percentage of proceeds from debt issuance | 100% | ||
Debt issuance costs | $ 12,800 | ||
Debt instrument, maturity date | Mar. 01, 2034 | ||
Purchase price, percentage of principal amount | 101% | ||
Debt instrument interest rate terms | interest payable semi-annually on March 1 and September 1 of each year. | ||
6.375% 2034 notes | Redemption Period Within Three Years from Date of Issuance | |||
Debt Instrument [Line Items] | |||
Purchase price, percentage of principal amount | 106.375% | ||
5.00% 2030 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 550,000,000 | 550,000,000 | |
Private offered aggregate principal amount rate | 5% | ||
4.25% 2032 notes | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 1,300,000,000 | 1,300,000,000 | |
Private offered aggregate principal amount rate | 4.25% | ||
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% |
Long-Term Debt - Fair Value - A
Long-Term Debt - Fair Value - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2024 | Feb. 29, 2024 |
6.375% 2034 notes | ||
Debt Instrument [Line Items] | ||
Private offered aggregate principal amount rate | 6.375% | 6.375% |
6.375% 2034 notes | Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of long term debt | $ 1,000 | |
5.00% 2030 notes | ||
Debt Instrument [Line Items] | ||
Private offered aggregate principal amount rate | 5% | |
5.00% 2030 notes | Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of long term debt | $ 525.5 | |
4.25% 2032 notes | ||
Debt Instrument [Line Items] | ||
Private offered aggregate principal amount rate | 4.25% | |
4.25% 2032 notes | Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of long term debt | $ 1,200 | |
6.375% 2032 notes | ||
Debt Instrument [Line Items] | ||
Private offered aggregate principal amount rate | 6.375% | |
6.375% 2032 notes | Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of long term debt | $ 711.3 |
Employee Stock-Based Compensa_3
Employee Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Time Based Restricted Stock Unit Grants | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs Granted | shares | 246,000 |
Weighted average grant date fair value, granted | $ / shares | $ 189.36 |
Time Based Restricted Stock Unit Grants | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award granted vested period | 1 year |
Time Based Restricted Stock Unit Grants | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock award granted vested period | 4 years |
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 | shares | 81,000 |
Stock award granted vested period | 3 years |
Weighted average grant date fair value, granted | $ / shares | $ 202.84 |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility (Company) | 43.80% |
Expected volatility (peer group median) | 30.50% |
Correlation between the Company and peer group median | 0.5 |
Expected dividend yield | 0% |
Risk-free rate | 4.50% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Our Effective Rate for Continuing Operations (Detail) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State income taxes, net of federal income tax | 2.50% | 2.50% |
Stock-based compensation windfall benefit | (4.40%) | (2.30%) |
Permanent differences and other | 1.30% | 0.30% |
Total effective rate for continuing operations | 20.40% | 21.50% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding letters of credit | $ 66.5 |